A.B.C. Learning Centres Limited
                                  Annual Report 2006
A.B.C. Learning Centres Limited                        ABN 93 079 736 664   Annual Report 2006
Contents
1 2006 Highlights
2 Chairman’s Report
4 CEO’s Report
6 ABC’s four Building Blocks
8 Review of Operations
   – Australia, New Zealand
     and United States
   – Education
14 Board of Directors
17 Financial Report
   Corporate Directory
Another record year has
                                     seen ABC grow its business
                                     exponentially and provide an
                                     increased return to shareholders.

                                     Revenue $631.5m
                                     +149.9%
                                     Operating profit after tax $81.1m

                                     +86.4%
                                     Earnings per share 27.7c
                                     +20.4%
Business Highlights                  Growth in Childcare Places         112,179
                                     2004–2006
January 2006
Acquisition of
Learning Care
Group, Inc. in
the United States                                         46,164


June 2006                               22,969

Acquisition of Kids
Campus Limited
                                        2004               2005          2006


Financial Highlights                          2006               2005   % Change
                                           (AIFRS)            (AIFRS)   2005/2006
Revenue                                   $631.5m            $252.7m       149.9
Operating profit after tax                  $81.1m             $43.5m        86.4
Earnings per share – basic              27.7 cents         23.0 cents       20.4
Final dividend – fully franked           8.0 cents          6.0 cents       33.3
Full year dividend – fully franked      15.0 cents         11.0 cents       36.4


                                                                                    1
Chairman’s Report




    The past 12 months have been a landmark year,
    a transforming year for the Company.
    With the acquisition of the US based Learning Care Group,        Working closely with the existing Learning Care Group
    ABC became the world’s largest listed childcare provider. As     and Children’s Courtyard senior management, ABC
    we stood on the threshold of this new stage of development       can repeat its successful Australian and New Zealand
    this year, we took time to do what we have always done –         formula of achieving high occupancy by lifting the standard
    pursue a program of well planned and well managed growth,        of care and providing a world-class curriculum, quality staff
    underpinned by the highest quality of early childhood            and a comprehensive program of renewal and renovation.
    education and care.
                                                                     Within Australia, the acquisition of Kids Campus in
    It was ABC’s foray into the US that gave us the most             June 2006 further consolidated our position. ABC had
    exciting business headlines of the year. In November 2005,       demonstrated its ability to integrate new centres with
    we announced our intention to acquire Learning Care, at          a successful merger with the Peppercorn Management
    that time the third largest for-profit childcare provider in      Group in 2004, and this continued with Kids Campus.
    North America. More recently, in August 2006, we agreed          In July, we announced the acquisition of Hutchison’s
    to purchase Dallas-based Children’s Courtyard, the ninth         Child Care Services.
    largest childcare provider in North America.
                                                                     Another exciting development this year was our expansion
    These acquisitions came out of our strong belief that the        into corporate childcare, meaning parents have access to
    US provides exceptional opportunities for ABC. The US has        centres either actually in or near their workplaces. I have
    a similar childcare market to Australia, with more mothers in    visited two Westpac-ABC centres, a 75-place centre in
    the workforce and a greater demand for the highest quality       Brisbane and a 50-place centre in Westpac’s new building
    education and care, but is served by a fragmented industry       in Sydney, which have transformed those lucky families’
    where no company holds more than three per cent of the           lives. Arrangements with the Commonwealth Bank are also
    market. This has meant that the US industry has not yet          underway, as part of the bank’s new staff wellbeing program.
    had the benefit of the capital injection we have achieved here.
                                                                     Corporate childcare has emerged as an important service
    We have always been aware that a move by an Australian           that fits well into ABC’s strategy of managed growth.
    company into the US can be viewed as risky. But the Board
    and management have absolute confidence in our proven
    track record of good management and sound planning
    in a market that is similar to ours but 15 times larger.




2
Right from the beginning, we
                                          have understood the importance
                                          not only of our families but also
                                          of our communities.


An important aspect of this strategy is our continual review           Revenue this year was $631 million, an increase of 150 per cent
and revision of our educational and developmental programs             on last year, and our operating profit after tax was $81 million,
to ensure they capture the latest research and are in line with        an increase of 86 per cent.
our approach to lifelong learning. You can read about these
                                                                       The increase in revenue is being passed on to shareholders
important programs later in this report.
                                                                       as a final dividend of 8 cents per share, fully franked, making
Right from the beginning, we have understood the importance            a full year dividend of 15 cents per ordinary share fully franked
not only of our families but also of our communities. We have          for the year.
always been involved with the communities, large and small,
                                                                       In conclusion, it has been a year of progress on all fronts.
that have been home to our centres. And we have relished
                                                                       It is the progress ABC has consistently shown since it
the opportunity to champion a number of causes, particularly
                                                                       started its first centre less than 20 years ago and listed five
those with an emphasis on children, families and education.
                                                                       years ago on the Australian Stock Exchange. There have
So this year ABC introduced SIDS and Kids Safe Sleeping
                                                                       been many people on that journey and many people who
kits into our centres right across Australia and New Zealand
                                                                       continue to make it successful. I would like to congratulate
and helped our children fundraise on Red Nose Day. Our
                                                                       and thank them all.
support has been as varied as the Australian Children’s
Music Foundation and the establishment of a Chair in                   Your Directors feel enormous confidence in the road ahead,
Midwifery to be established by the Mater Mother’s Hospital             and we thank you for joining us.
and the Australian Catholic University.
For you, our shareholders, the benefits of being part of a
dynamic, responsible company are equalled by our solid
financial results.


                                                                       Sallyanne Atkinson AO
                                                                       Chairman




                                                                                                                                           3
CEO’s Report




    ABC is now an international childcare provider with
    an increasingly strong financial and shareholder focus.
    During the year, we have repaid debt and funded
    acquisitions and further growth opportunities.
    Consolidation and International Expansion                        ABC has consolidated its position in the giant US market
    In the last 12 months, ABC has evolved into a substantially      with the recent acquisition of Children’s Courtyard in Texas,
    different company. We are a significantly larger company          giving us a total of 417 owned centres and 108 franchised
    and now also an international organisation.                      centres in the US.
    During the year, we commenced our expansion into the US,         Our expansion into the US has been measured, with a
    gaining a substantial part of the largest childcare market in    deliberate focus on strategic integration into our existing
    the world.                                                       business, enabling us to deliver shareholder value through
                                                                     an immediate return on invested capital.
    We cemented our position as the leading childcare provider
    in the Australian market through our acquisitions of Kids        We see greater potential in the US market for further
    Campus and Hutchison’s Child Care Services and are               acquisitions in addition to building new centres and
    now Australia’s leading provider of childcare services.          acquiring franchised businesses.
    Our financial position has been strengthened with an              Australian Acquisitions
    additional capital raising underpinning our acquisitions         We have continued to build our leadership position in the
    and funding our future growth opportunities.                     Australian market through further acquisitions. Building
                                                                     on our merger with the Peppercorn Group, we acquired
    These initiatives have positioned ABC at the forefront of
                                                                     Kids Campus Limited and announced the acquisition of
    the childcare industry, enabling us to continue to provide
                                                                     Hutchison’s Child Care Services Limited.
    the highest quality of care for children and families in our
    centres and strategically positioning us to capitalise on        These acquisitions give us benefits of scale and importantly
    these investments over the longer term.                          provide ABC with the opportunity to provide an enhanced
                                                                     choice of centres for our corporate partners.
    Expansion into the US
    One of the major initiatives we have undertaken in the past      With the Peppercorn merger, ABC has demonstrated its
    year has been our expansion into the US. Our acquisition         ability to manage and integrate acquisitions to enhance
    of the Learning Care Group, Inc. in January, with 460 owned      shareholder value without compromising quality of care
    and franchised centres, gave ABC a significant position in        or education.
    the US market.
                                                                     The successful integration of operational and administrative
    The US expansion was a logical progression for the               functions also enables centre staff to spend more time on
    company. Our previous merger with Peppercorn Group               what they do best – providing an exciting and challenging
    meant we were of sufficient scale to warrant international        early learning environment for the children in their care.
    expansion and the Learning Care Group was a natural,
                                                                     Realising the benefits of these acquisitions is not an easy
    strategic fit for the Company.
                                                                     undertaking and we are fortunate to have dedicated staff
    We were able to bring the benefit of our management               who are committed to ensuring the success of this program.
    experience to an existing provider with two respected            The amalgamation of the various offices into one corporate
    operating subsidiaries, Tutor Time and Childtime, subsequently   office has been a significant achievement and I would like to
    expanding our operations further, with Tutor Time acquiring      extend my appreciation to our staff for making this happen.
    an additional 17 centres in southern California.




4
Our expansion into the US has been
                                           measured, with a deliberate focus
                                           on strategic integration into our
                                           existing business, enabling us to
                                           deliver shareholder value through an
                                           immediate return on invested capital.


Following the acquisition of the Hutchison centres,                     This has been the hallmark of our business success
ABC will have over 1000 centres in Australia and                        and continues to be the primary focus of management.
New Zealand, or approximately 20 per cent of long day
                                                                        In the next financial year, as part of our commitment to
care centres nationally.
                                                                        raising standards across our industry, ABC will make
In addition to growth by acquisition, we will continue to               significant investments in centre staff training programs.
selectively build new centres in the coming year.                       In addition, we will continue our corporate partnership
                                                                        program to develop childcare centres for entities such
Capital Management
                                                                        as the major banks.
During the year, ABC has raised sufficient capital to repay
debt and fund acquisitions and further growth opportunities.            In the past year, ABC has been transformed as we have
Our net debt position at the end of June was $29.3 million.             significantly expanded the scope and size of our business,
We can now feel comfortable in increasing the debt position             while remaining true to our commitment to quality in all
of the Company as we continue to grow.                                  our centres.
The breadth and scale of our operations now means that we               The outlook for our business remains positive and we will
have also moved into the ASX Top 100 list of companies. The             continue to selectively acquire and construct centres where
Company and its operations are now attracting the attention             they meet a community need and add to our business.
of a new set of institutional shareholders and one of our
                                                                        We thank our dedicated staff for their help in building ABC
priorities is to engage with this market to build understanding
                                                                        into a prosperous international company.
of our development strategy.
Commitment to Training and Quality
In the past year the Company has experienced a significant
transformation in the size and composition of our business
while remaining firmly focused on the provision of quality
early childhood care and education.
                                                                        Edmund S Groves
                                                                        CEO Operations (Global)




                                                                                                                                      5
ABC’s four Building Blocks
    The best foundation for a child’s future




    ABC Learning Centres is committed to ensuring each child
    is loved, nurtured, educated and given the best possible
    chance in life. That is why we have specifically created the
    ‘Four Building Blocks’. Each one of these building blocks is a
    pathway to a child’s overall wellbeing and future development.


                                             We recognise that in order for young children
                                             to reach their full potential in a learning
                                             environment, they must each be viewed
                                             as an individual.
                                             At ABC, we recognise that each child is uniquely
                                             different. Our tailored learning curriculum
                                             focuses on each child’s unique style of learning
                                             that allows them to gain the most from these
                                             experiences. Literacy, numeracy, and computer
                                             skills are key elements of this building block.




    We offer specialised and fun programs to nurture
    a child’s nutritional and physical development.
    Our aim is to ensure children begin and continue
    to make healthy choices, as well as developing
    and enhancing their gross and fine motor skills.
    The programs and the activities offered in this
    building block are based on the individual child.
    Each child is able to develop skills according to
    their own unique abilities and special interests.




6
ABC prides itself on the special learning
                                                                   environments it creates. Centre facilities are
                                                                   constantly upgraded, ensuring a safe and secure
                                                                   environment for all children.
                                                                   That’s why we have re-invested close to
                                                                   $100 million into our early learning centres
                                                                   over the last four years. Our extensive play and
                                                                   educational facilities are specifically designed
                                                                   with child safety and child development as the
                                                                   main priority. We are also the only company
                                                                   continuing to build centres in all areas where
                                                                   need exists across the country.




ABC centre staff are early childhood
professionals, dedicated to the development
of every individual child.
All our staff training and assessment services
are not only relevant to the real world but also
incorporate holistic practices in child development.
They undertake continuing levels of study to
achieve their qualifications developed specifically
for the care and education of children under six
years of age. In Australia, centre staff qualifications
range from Certificate level through to Diplomas,
Advanced Diplomas and Bachelor of Education
(Early Childhood). ABC centre staff are employed
according to the Child Care Regulations and
Acts specific to each State/Territory.




 Real Mums. Real Stories.
“My son attends an ABC childcare          how to use a cup and baby eating
 centre one day a week, and has           utensils and settling problems.
 done since 12 weeks of age.              ABC staff and directors assisted
 It is on these days that we find          me with post-natal depression, this
 he is most settled, he is happy          assistance is given freely and is not
 when I arrive to pick him up.            part of the school fees. This kind of
 He spends his days finger painting,       care and attention to a little person,
 experiencing a myriad of toys that       his growth and development
 no parent would be able to provide       and his family’s overall wellbeing
 in such a variety or quantity. The       is nothing short of a fantastic
 staff there assist parents in learning   community service to all.”
 how best to cope with difficult
 moments, how to introduce solids,        Mrs K Barry, ABC Grays Point




                                                                                                                      7
Review of Operations
    Australia, New Zealand and United States




    It was a year of unprecedented expansion, with ABC
    achieving a growth rate of 41 per cent in its number of
    childcare centres, moving into the US and New Zealand
    and significantly expanding the corporate care division.
    Summary                                                                          Another significant acquisition was the six childcare centres
    Operations grew significantly through the year. The total                         managed by the Universal group in metropolitan Sydney.
    number of centres increased from 660 to 933 (905 in                              This acquisition comprised 421 existing places with a further
    Australia, 28 in New Zealand), a growth of 41 per cent.                          960 places to be developed. More than half of the places are
                                                                                     to be for children under three years of age.
    The Company continued to acquire high quality groups
    and excellent sites and centres in outstanding locations.                        A further 192 centres were acquired through the year in small
    A strengthening of our operational structure has enabled                         groups or individually.
    us to focus on and measure our quantitative and qualitative
                                                                                     Delivery of Services
    performance indicators more effectively. Systems have
                                                                                     The main focus of the delivery of services to our
    continued to improve and have reduced the administrative
                                                                                     children and families continued to be on our high quality
    burden for our centre staff, enabling them to spend
                                                                                     educational curriculum.
    additional time with the children. Our Corporate Care
    division has progressed markedly, securing further major                         Staff training continued as a key focal point with
    organisations. Marketing has been enhanced this year, with                       curriculum training and our Rewards Success Program
    a number of major campaigns boosting occupancies.                                featuring strongly.
    Acquisitions
    The acquisition of Kids Campus Limited (KDS) for
    $127.9 million was the most significant new initiative during
    the financial year. KDS has added 75 centres and an existing
    pipeline of 21 centres to the group, with 8,000 places in
    strategic locations. The transaction also included a further
    4,000 places to be provided over three years.




     Real Parents. Real Stories.
    “Our daughter who is now                 or updated, and the systems and
     26 months old has been going            procedures have improved.
     to a local (privately-run) day care     Our daughter (who originally attended
     centre for just on two years. In July   one day and now attends three
     last year it was turned into an ABC     full days per week) has grown and
     Centre, a move which my husband         flourished and turned into a happy
     and I, being small business owners,     healthy toddler under their care.
     were originally ambivalent about.       ABC is the best thing that could
     However, what we have noticed           have happened to our centre.”
     since the changeover is that,
     parents are now better informed,        Lana and Craig White,
     every toy and piece of equipment        ABC Jerraboombah
     in the centre has been replaced




8
Northern Territory                                   Queensland



                                     15                                            335
      Western Australia



          78                                                             Australian
                                                                           Capital
                                                                          Territory
                                                                                                New South Wales



                                                                                                210
                                South Australia
                                                                           8             Victoria


                                  56                                               281
                                                          Tasmania                                                           New Zealand



                                                         11                                                                  28
Our operational structure was strengthened by the addition         Refurbishments were carried out at 212 centres through
of more than 40 area managers to the management team.              the year and over 30,000 maintenance responses
These managers were mostly senior Centre Directors                 were undertaken.
promoted into the position but still retaining a strong
                                                                   Staff computers were provided to over 200 centres
connection to the centres.
                                                                   and there were over 6,000 IT&T responses in the year.
Operations Central, a centralised support service staffed
                                                                   Systems
by senior early childhood personnel, was launched through
                                                                   Improved access by Centre Directors to centre relief staff
the year. Operations Central has provided centre staff and
                                                                   was achieved through our labour management system,
families with much improved support and the Company
                                                                   Kronos. This system was also extended to our New Zealand
with essential feedback data on its operations.
                                                                   centres. We also commenced automated child attendance
Performance                                                        times in our New Zealand centres, improving our security
Under the Commonwealth Quality Improvement and                     and management processes.
Accreditation System, 213 of our centres were accredited
                                                                   A new rostering system was developed in our childcare
this year, 98 per cent achieving the highest level.
                                                                   centre systems as well as automatic direct debiting of fees
And under our internal Quality Assurance Program, each             and improved banking systems. These developments have
of our centres was visited once per quarter, resulting             been instrumental in reducing office time for Centre Directors.
in 1,856 centre visits and the issuing of 4,937 quality
                                                                   Substantial work was undertaken on our intranet
assurance certificates in the areas of Industry Compliance,
                                                                   throughout the year. All centre policies and procedures and
Early Childhood Learning Environment, Centre Presentation
                                                                   other essential centre information is now at the fingertips of
and Administration.
                                                                   the Centre Director. Online ordering of toys and equipment
Centre staff turnover continued at the low rate of 8.3 per cent.   as well as purchasing of supplies for the centres has been
Much of the turnover was for family or travel reasons.             further developed.




                                                                                                                                     9
Review of Operations
     Australia, New Zealand and United States




     Corporate Care                                                                  Other campaigns through the year included the 2 Weeks
     The Corporate Care division commenced the management                            Free and “Guess Who” campaigns. New signage
     of the existing 19 Department of Defence childcare centres.                     turnaround times for acquired centres was also greatly
     A number of existing ABC centres were converted to                              reduced, enabling the centres to be identified with the
     Defence corporate care centres, increasing the total number                     ABC marketing campaigns.
     to 35 centres.
                                                                                     Regional marketing information was amended to include the
     Other corporate partners who joined through the year                            local centre telephone number as well as the toll-free number
     included the Commonwealth Bank of Australia, Optus,                             (1800 222 543 in Australia, 0508 222 543 in New Zealand).
     Chisholm TAFE, Chandler Macleod and the Queensland
                                                                                     Learning Care Group
     Institute of Medical Research.
                                                                                     Joining the ABC Group has brought exciting opportunities
     Marketing                                                                       for growth and development of the Learning Care Group
     It has always been ABC’s experience that word of mouth is                       in the US. Since the acquisition by ABC in January 2006,
     our best form of marketing. This year has been no different                     the Learning Care Group has made a strategic shift in
     in this regard and the constant stream of support letters                       its business strategy, which previously focused on growth
     that we receive from our excited families suggests that                         through the franchise market.
     the neighbourhood grapevine is hard at work. It is also
     a constant reminder that the Company must continually
     find improved ways to support and inspire those families.
     We bolstered our marketing efforts this year with a major
     re-enrolment campaign over the summer holiday period.
     The campaign included an extensive flyer distribution
     and TV advertisements which continued through the
     Commonwealth Games and local radio advertisements.
     Additional call centre staff were engaged and trained
     to respond to the huge influx of enquiries.



      Real Parents. Real Stories.
     “When I was pregnant with Miranda,      for Miranda and not to worry about
      I struggled to find her an place in     things, just enjoy the remainder
      childcare as all the places were       of the pregnancy and impending
      full. My husband I and kept getting    parenthood. This was very reassuring.
      knocked back. Originally, we           The staff are all thrilled when we
      had avoided the larger corporate       carry her in the door, and are
      centres such as ABC for fear of our    genuinely concerned for her welfare.
      baby being treated as just another     We are very thankful for the love
      customer. But we then phoned           and care that our daughter has
      ABC and were surprised with the        received, and would recommend
      response we got. We were invited       ABC centres to any other parents.”
      to visit the centre and see how the
      kids enjoy their time there. We were   Brad and Janelle McKenzie,
      told that a place would be found       ABC Newtown




10
East
                                                         Midwest



                                                         91                                            128
      West



125                                                                            South



                                                                        138
Today, the company is driving growth by:                      As a result of these acquisitions, the Learning Care Group
(a) acquiring other regional early education providers        operates in nearly 500 locations in the United States
    who are known for their exceptional quality;              of America.
(b) purchasing franchised Tutor Time centres; and             We are currently undergoing an extensive remodelling program
(c) developing new centres to increase concentration          and have budgeted approximately US$40 million to undertake
    in select key markets.                                    these refurbishments at more than 180 of the Childtime
                                                              centres across the country. These enhancements include an
In the eight months since the ABC acquisition, the Learning   updated classroom environment that supports our new The
Care Group has been highly successful in executing            Empowered Child™ curriculum. Early indications of recently
this shift in business strategy by acquiring 23 previously    completed remodels show an improvement in enrolment,
franchised Tutor Time centres and contracting to purchase     which is anticipated for all the centres involved throughout
Children’s Courtyard, which operates 46 schools (comprised    this process.
of 74 centres) in Texas.
The Children’s Courtyard acquisition was an ideal fit under
Learning Care Group’s umbrella of brands, as they have
a strong commitment to high quality early education and
care. The synergies among both companies will allow
for continued growth in the marketplace and will position
Learning Care Group as a leading early education provider
in Texas.




                                                                                                                             11
Review of Operations
     Education




     Education is what we do. ABC’s National Institute of
     Early Childhood Education had steady growth through
     the year. Educational initiatives such as the ABC LifeSmart
     Curriculum have enhanced our programs for older children
     in our centres.
     College – Australia                                              The ABC LifeSmart Curriculum provides children with
     The National Institute of Early Childhood Education (NIECE),     the foundation learning skills they require to become
     has experienced steady yet significant growth over the            confident lifelong learners. The curriculum gives children
     previous 12 months.                                              the opportunities to explore and extend upon these skills
                                                                      through their participation in a wide range of experiences
     NIECE provides specialised training in Children’s Services
                                                                      in their early learning environment.
     qualifications to an average of 2,300 students at any
     given time, on a national basis. Over 1,000 students             The experiences offered by the early learning environment, the
     have successfully graduated with Children’s Services             daily routine and the interactions with educators all contribute
     qualifications in the previous year.                              to create a supportive, stimulating and challenging program.
     Trainers/assessors are based in nine locations around            Within the environment a range of activities are offered
     Australia, delivering courses to full-time and external          that actively engage children to enhance all areas of their
     students. NIECE’s unique delivery model allows external          development, promote confidence and independence
     students to access regular workshops in metropolitan and         and assist them in transitioning to their first year of
     regional locations as well as receive one-on-one mentoring.      compulsory schooling.
     NIECE has been awarded DET-funded User Choice contracts          The ABC LifeSmart Curriculum has a significant focus
     to deliver training services to trainees and apprentices in      on literacy, numeracy and computer skills development.
     Queensland, New South Wales, Victoria, Tasmania, South           It also includes:
     Australia, Western Australia and the Northern Territory.
                                                                      –   Letterland – a phonemic awareness program to
     Trainees and apprentices equate to almost one-third of
                                                                          promote early literacy skills;
     enrolled students, the remainder being self-funded students
     who select NIECE as their provider of choice.                    –   Broadlearn – a specialised program for children to
                                                                          develop computer skills using a digital library of over
     NIECE is firmly established as a nationally Recognised
                                                                          300 learning activities;
     Training Organisation and is the largest private provider
     delivering the Certificate lll, Diploma and Advanced Diploma      –   Behavioural Learning – a special program for children
     in Children’s Services.                                              to facilitate positive peer interactions and to assist
                                                                          children with self-regulation and behaviour management;
     ABC LifeSmart Curriculum – Australia/New Zealand
     This year, while experiencing exceptional growth both in the     –   Read for 10 – a reading program for families which has
     quantity and the types of early learning services we have            been developed by the ABC Education Department in
     acquired, we have focused specific attention on improving             conjunction with the Dymocks Literacy Foundation and
     our exciting and innovative programs and educational services.       the National Institute of Early Childhood Education; and
     The introduction of the ABC LifeSmart Curriculum has been        –   Hold on Tight, Stay in Sight – a program developed by
     an educational initiative developed to further enhance the           the ABC Education Department to encourage all children
     educational programs currently offered in the oldest age group       and families to be conscious of car safety in driveways.
     classrooms at ABC Learning Centres. The curriculum meets
     and extends on the varying legislative requirements of each
     state and territory of Australia and the Te Whariki guidelines
     established by the New Zealand Ministry of Education.




12
To help support each of these exciting new initiatives, the       –   Biometric access systems – fingerprint identity
ABC Education Department has launched its own site                    verification to provide our families with an added sense
on the ABC Learning Centre’s intranet. This site provides             of security;
additional support for centre personnel with each of these
                                                                  –   Next Generation Application data solution – which
new programs and offers additional advice for program
                                                                      gives both parents and centre staff the ability to
planning and implementation.
                                                                      seamlessly interact over the internet;
Each and every one of these projects is very special.
                                                                  –   PeopleSoft – designed to improve internal support
Each project has been specifically developed to extend
                                                                      systems and provide up-to-date human resources
the educational opportunities for children and to increase
                                                                      functions, as well as serving as a portal for company-
their learning outcomes.
                                                                      wide information; and
ABC has been developing and providing early childhood
                                                                  –   Galileo educational software – helping teaching staff
programs for the past 18 years. The launch of our new ABC
                                                                      tailor their educational program to the unique needs of
LifeSmart Curriculum is a further example of our dedication
                                                                      the classroom and individual students.
to the ongoing development of educational programs for the
children in our care.                                             The proprietary curriculum at Learning Care Group is
                                                                  one of our key differentiators and strengths. The Tutor
Education and Curriculum – United States
                                                                  Time LifeSmart™ and Childtime The Empowered Child™
Learning Care Group is committed to providing our families
                                                                  educational offerings help inspire a lifelong love of learning.
with the best care, staff and centres. To ensure we have
                                                                  We are currently in the process of providing all our teaching
achieved all of these goals, we are taking steps that will
                                                                  staff with additional training on this curriculum, making
help our schools through the accreditation process, either
                                                                  this the first time that Learning Care Group has made the
on a national or local level. These certifications may come
                                                                  financial commitment to bring teachers together from an
from the National Association for the Education of Young
                                                                  entire area and train them using a professional resource.
Children (NAEYC), the National Early Childhood Program
Accreditation (NECPA) or other state governing agencies.          Recently, we completed a pilot of the online lesson planning
                                                                  portion of our new Curriculum Embedded Assessment
The government relations department at Learning Care
                                                                  System. The teachers were very receptive, reporting that
Group has been very involved with the Early Care and
                                                                  lesson planning was more enjoyable and saved them time.
Education Consortium, with one of our staff members
                                                                  Teachers will begin using this system company-wide in
serving as the committee’s president. Our team continues
                                                                  December.
to strengthen its legislative relationships and raise awareness
on the issues affecting early education providers, ensuring       Through extensive market research, Learning Care Group
Learning Care Group has a strong voice in the field.               has seen more and more parents turn to online/web-based
                                                                  resources when considering an early education provider
To be a leader in the early education field, it is imperative
                                                                  for their child. We will continue to explore e-marketing
to utilise state-of-the-art technology and to streamline
                                                                  opportunities to ensure that Learning Care Group and its
processes. We are currently in the process of testing and
                                                                  brands are providing our target web-based audience with
installing a variety of technology enhancements, including:
                                                                  the information they need in a user-friendly format.




                                                                                                                                    13
Board of Directors




     Mrs Sallyanne Atkinson AO      Mr Edmund Groves                  Dr Le Neve Groves              Mr Martin Kemp
     Chairman                       CEO Operations (Global)           CEO Education                  Executive Director
                                                                                                     CEO Operations
     Sallyanne Atkinson is a        Eddy Groves is co-founder         Le Neve Groves is co-
                                                                                                     (Australia and
     former Lord Mayor of           of ABC and was the                founder of ABC, CEO of
                                                                                                     New Zealand)
     Brisbane, Australian Senior    architect behind ABC’s            Education and Principal
     Trade Commissioner to          listing on the ASX in 2001.       of the National Institute of   Martin Kemp has 16 years’
     Paris and Chairman of          He is renowned as one             Early Childhood Education      experience in childcare and
     Queensland Tourism.            of Australia’s business           (formerly ABC Early            has, in that time, co-founded
     She is a director of several   leaders and brings over           Childhood Training College).   a number of childcare groups
     public companies and           18 years’ experience in the       Le Neve holds several early    including Premier Early
     associations, including        childcare industry. Eddy          childhood qualifications,       Learning Centres. He has
     APN News & Media               has primary responsibility        including a Diploma of         owned, managed, operated,
     Limited and The Australian     for financial and operational      Teaching Primary/Preschool,    acquired or developed
     Ballet. She is chairman        matters. He also provides         Bachelor of Education,         over 300 childcare centres
     of the Federal Ministerial     industry acknowledged             Master of Education and        throughout Australia and
     Taskforce on Dementia          skills in acquisition strategy,   a PhD in Education.            New Zealand.
     and of the Crawford Fund       centre location and design,
                                                                      Le Neve assists in the         Martin holds a Bachelor of
     (Qld). Sallyanne is also a     business development and
                                                                      development of and             Engineering (Hons) degree
     Special Representative for     corporate strategic planning.
                                                                      oversees all early childhood   and a Masters of Engineering
     Queensland, South East         He is among Australia’s
                                                                      philosophies, policies and     Science degree and is a
     Asia in the Queensland         leading public speakers and
                                                                      practices in the ABC Group.    member of the Institution
     State Government.              regularly addresses a range
                                                                      Since the inception of ABC     of Engineers Australia.
                                    of business and childcare
     Among Sallyanne’s many                                           Developmental Learning         He has extensive project
                                    industry forums and events.
     achievements, she has                                            Centres, Le Neve has           management experience in
     received several awards                                          supported the design and       multi-million dollar projects
     including Officer of the                                          implementation of ABC’s        around Australia.
     Order of Australia and                                           high quality programs for
                                                                                                     Martin has been a member
     recently was awarded                                             which we have received 17
                                                                                                     of the Commonwealth Child
     an Honorary Doctorate                                            industry awards. Le Neve
                                                                                                     Care Advisory Council,
     by the Australian Catholic                                       is also the Chairman of
                                                                                                     President of the Queensland
     University. She is a Fellow                                      ABC’s risk management
                                                                                                     Professional Child Care
     of the Australian Institute                                      committee.
                                                                                                     Centres Association,
     of Management, Australian
                                                                      Le Neve, a member of           President of the Australian
     Institute of Company
                                                                      the Stronger Families and      Confederation of Child Care,
     Directors and Australian
                                                                      Communities Partnership        President of the Queensland
     Institute of Planning.
                                                                      established in 2004 by         Private Child Care Centres
     Sallyanne holds a Bachelor                                       the Commonwealth               Employers Organisation and
     of Arts degree from the                                          Government, is also            a Foundation Board Member
     University of Queensland.                                        Queensland State Director      of the Australian Childcare
                                                                      for Young Media Australia.     Centres Association (federal
                                                                                                     employer organisation).



14
Mr William Bessemer            Mr David Ryan AO             The Hon. Lawrence Anthony
Non-Executive Director         Non-Executive Director       Non-Executive Director
Bill Bessemer is currently     David Ryan is the Chairman   Larry Anthony is currently a
Chairman of Austock Group      of Tooth & Co and other      board member of Learning
Limited and Australia Pacific   Residual Assco Group         Care Group, Inc, Macquarie
Exchange Limited and is a      Limited group companies.     Media Group, Indue Ltd
director of public company     He is also a non-executive   and the National Chairman
Timbercorp Limited.            director of Transurban       for the Duke of Edinburgh’s
                               Group and Lend Lease         Awards Australia.
He has extensive experience
                               Corporation Limited, as
and practical corporate                                     Larry has vast experience
                               well as a member of the
skills covering debt and                                    in government sectors
                               Advisory Board of Virgin
equity raisings, financial                                   and finance including roles
                               Management Asia-Pacific
structuring, mergers,                                       with Merrill Lynch and
                               Pty Ltd and a member
acquisitions and business                                   Potter Warburg. He is a
                               of the Advisory Board of
recoveries.                                                 former Federal Minister for
                               Caliburn Partnership.
                                                            Children and Youth Affairs,
Bill holds a Bachelor of
                               David has extensive          Community Services and
Economics degree from the
                               business experience          the Parliamentary Secretary
University of Queensland,
                               through his current and      for Trade. He is also involved
a Master of Business
                               former roles which include   with various charities
Administration degree from
                               holding senior executive     across Australia.
the University of Melbourne
                               management positions in
and is a Certified Practising                                Larry holds a Bachelor
                               public companies and being
Accountant.                                                 of Commerce degree from
                               a member of a number of
                                                            the University of New South
                               public company boards.
                                                            Wales, a diploma from
                               David is well credentialed   the Australian Institute
                               to provide support to        of Company Directors, a
                               the ABC board as a           diploma of Applied Finance
                               Non-Executive Director.      and Investment and is a
                                                            Member of the Banking
                                                            and Securities Institute
                                                            of Australia and Australian
                                                            Institute of Company
                                                            Directors.




                                                                                             15
16
A.B.C. Learning Centres Limited
Annual Financial Report for the year ended 30 June 2006




18   Corporate Governance Statement
23   Directors’ Report
36   Auditors’ Independence Declaration
37   Independent Audit Report
39   Directors’ Declaration
40   Income Statements
41   Balance Sheets
42   Statement of Changes in Equity
44   Cash Flow Statements
45   Notes to the Financial Statements
98   Additional Stock Exchange Information




                                                          17
Corporate Governance Statement




     Corporate Governance                                                 3. within the last three years has not been employed in an
     The Company is committed to implementing the highest                    executive capacity by the Company or another group
     standards of corporate governance. In determining what those            member, or been a Director after ceasing to hold any such
     high standards should involve the Company has turned to the             employment;
     ASX Corporate Governance Council’s Principles of Good
                                                                          4. within the last three years has not been a principal of a
     Corporate Governance and Best Practice Recommendations.
                                                                             material professional adviser or a material consultant to the
     The Company is pleased to advise that the Company’s policies
                                                                             Company or another group member, or an employee
     are consistent with those ASX guidelines.
                                                                             materially associated with the service provided;
     Where the Company’s corporate governance practices do not
                                                                          5. is not a material supplier or customer of the Company
     correlate with the practices recommended by the Council, the
                                                                             or another group member, or an officer of or otherwise
     Company is working towards compliance.
                                                                             associated directly or indirectly with a material supplier
     1. Board of Directors                                                   or customer;
     1.1 Role of the Board
                                                                          6. has no material contractual relationship with the Company
     The Board’s role is to govern the Company rather than to
                                                                             or other group member other than as a Director of the
     manage it. In governing the Company, the Directors must act in
                                                                             Company;
     the best interests of the Company as a whole. It is the role of
     senior management to manage the Company in accordance                7. has not served on the Board for a period which could, or
     with the direction and delegations of the Board and the                 could reasonably be perceived to, materially interfere with
     responsibility of the Board to oversee the activities of                the Director’s ability to act in the best interests of the
     management in carrying out these delegated duties.                      Company; and
     In carrying out its governance role, the main task of the Board is   8. is free from any interest and any business or other
     to drive the performance of the Company. The Board must also            relationship which could, or could reasonably be perceived
     ensure that the Company complies with all of its contractual,           to, materially interfere with the Director’s ability to act in the
     statutory and any other legal obligations, including the                best interests of the Company.
     requirements of any regulatory body. The Board has the final          A majority of the Board is not made up of independent
     responsibility for the successful operations of the Company.         Directors. The Board currently has three independent Directors
     To assist the Board carry out its functions, it has a Code of        and four non-independent Directors.
     Conduct to guide the Directors, the Chief Executive Officers,         Mr William Bessemer is a Non-Executive Director of the
     the Chief Financial Officer and other key executives in the           Company and is also the Chairman and shareholder of the
     performance of their roles.                                          Austock Group Limited which owns the Company’s corporate
     1.2 Composition of the Board                                         advisors and as such does not meet the Company’s criteria for
     To add value to the Company the Board has been formed so             independence. However, as one of the founding Directors of the
     that it has effective composition, size and commitment to            Company, his experience and knowledge of the Company
     adequately discharge its responsibilities and duties. The names      makes his contribution to the Board such that it is appropriate
     of the Directors and their qualifications and experience are          for him to remain on the Board.
     stated on pages 25 to 27 along with the term of office held by        As the Company is now a global operation, the Board needs to
     each of the Directors. Directors are appointed based on the          carefully consider an appropriate and relevant Board structure
     specific governance skills required by the Company and on the         for the future before it appoints further Directors.
     independence of their decision-making and judgement.
                                                                          1.3 Responsibilities of the Board
     The Company recognises the importance of Non-Executive               In general, the Board is responsible for, and has the authority
     Directors and the external perspective and advice that               to determine, all matters relating to the policies, practices,
     Non-Executive Directors can offer. Mrs Sallyanne Atkinson            management and operations of the Company. It is required to
     (Chairman), Mr William Bessemer, Mr David Ryan and the               do all things that may be necessary to be done in order to carry
     Hon. Larry Anthony are all Non-Executive Directors. In addition      out the objectives of the Company.
     to being Non-Executive Directors, Mrs Sallyanne Atkinson,
     Mr David Ryan and the Hon. Larry Anthony also meet the               Without intending to limit this general role of the Board, the
     following criteria for independence adopted by the Company.          principal functions and responsibilities of the Board include the
                                                                          following.
     An Independent Director:
                                                                          1. Leadership of the Organisation: overseeing the Company
     1. is a Non-Executive Director;                                         and establishing codes that reflect the values of the
     2. is not a substantial shareholder of the Company or an                Company and guide the conduct of the Board,
        officer of, or otherwise associated directly with, a substantial      management and employees.
        shareholder of the Company;




18
2. Strategy Formulation: working with senior management to            1.4.2 Commitments
   set and review the overall strategy and goals for the              Each member of the Board is committed to spending sufficient
   Company and ensuring that there are policies in place to           time to enable them to carry out their duties as a Director of
   govern the operation of the Company.                               the Company.
3. Overseeing Planning Activities: overseeing the development         1.4.3 Confidentiality
   of the Company’s strategic plan and approving that plan as         In accordance with legal requirements and agreed ethical
   well as the annual and long-term budgets.                          standards, Directors and key executives of the Company
                                                                      have agreed to keep confidential, information received in the
4. Shareholder Liaison: promoting effective communications
                                                                      course of the exercise of their duties and will not disclose
   with shareholders through an appropriate communications
                                                                      non-public information except where disclosure is authorised
   policy and promoting participation at general meetings of
                                                                      or legally mandated.
   the Company.
                                                                      1.4.4 Continuous Disclosure
5. Monitoring, Compliance and Risk Management: overseeing
                                                                      The Board has designated the Company Secretary as the
   the Company’s risk management, compliance, control and
                                                                      person responsible for overseeing and coordinating disclosure
   accountability systems and monitoring and directing the
                                                                      of information to the ASX as well as communicating with the
   financial and operational performance of the Company.
                                                                      ASX. In accordance with the ASX Listing Rules the Company
6. Company Finances: approving expenses in excess of those            immediately notifies the ASX of information:
   approved in the annual budget and approving and monitoring
                                                                      1. concerning the Company that a reasonable person would
   acquisitions, divestitures and financial and other reporting.
                                                                         expect to have a material effect on the price or value of the
7. Human Resources: appointing, and, where appropriate,                  Company’s securities; and
   removing the Chief Executive Officers (CEOs) and
                                                                      2. that would, or would be likely to, influence persons who
   Chief Financial Officer (CFO) as well as reviewing the
                                                                         commonly invest in securities in deciding whether to acquire
   performance of the CEOs and monitoring the performance
                                                                         or dispose of the Company’s securities.
   of senior management in their implementation of the
   Company’s strategy.                                                1.4.5 Education and Induction
                                                                      New Directors undergo an induction process in which they are
8. Ensuring the Health, Safety and Well-Being of Employees:
                                                                      given a full briefing on the Company. This includes meetings
   in conjunction with the senior management team,
                                                                      with key executives, tours of the premises, an induction
   developing, overseeing and reviewing the effectiveness of
                                                                      package and presentations. Information conveyed to new
   the Company’s occupational health and safety systems to
                                                                      Directors include:
   promote the well-being of all employees.
                                                                      –   details of the roles and responsibilities of a Director with an
9. Delegation of Authority: delegating appropriate powers to
                                                                          outline of the qualities required to be a successful Director;
   the CEOs to ensure the effective day-to-day management
   of the Company and establishing and determining the                –   formal policies on Director appointment as well as conduct
   powers and functions of the Committees of the Board.                   and contribution expectations;
Full details of the Board’s role and responsibilities are contained   –   details of all relevant legal requirements;
in the Board Charter, a copy of which is available upon request.      –   a copy of the Board Charter;
1.4 Board Policies                                                    –   guidelines on how the Board processes function;
1.4.1 Conflicts of Interest
Directors must:                                                       –   details of past, recent and likely future developments relating
                                                                          to the Board including anticipated regulatory changes;
–   disclose to the Board actual or potential conflicts of interest
    that may or might reasonably be thought to exist between          –   background information on and contact information for key
    the interests of the Director and the interests of any other          people in the organisation including an outline of their roles
    parties in carrying out the activities of the Company; and            and capabilities;
–   if requested by the Board, within seven days or such further      –   an analysis of the Company;
    period as may be permitted, take such necessary and               –   a synopsis of the current strategic direction of the Company
    reasonable steps to remove any conflict of interest.                   including a copy of the current strategic plan and annual
If a Director cannot or is unwilling to remove a conflict of               budget; and
interest then the Director must, in accordance with the               –   a copy of the Constitution of the Company.
Corporations Act, absent himself or herself from the room when
discussion and/or voting occurs on matters about which the
conflict relates.




                                                                                                                                            19
Corporate Governance Statement




     In order to achieve continuing improvement in Board                 In addition, consistent with the law, designated officers are
     performance, all Directors are encouraged to undergo continual      prohibited from trading in the Company’s securities while in the
     professional development. Specifically, Directors are provided       possession of unpublished price sensitive information concerning
     with the resources and training to address skills gaps where        the Company. Unpublished price sensitive information is
     they are identified.                                                 information regarding the Company, of which the market is not
     1.4.6 Independent Professional Advice                               aware, that a reasonable person would expect to have a material
     The Board collectively and each Director has the right to seek      effect on the price or value of the Company’s securities.
     independent professional advice at the Company’s expense, up        Notice of an intention to trade must be given prior to trading in
     to specified limits, to assist them to carry out their               the Company’s securities as well as a confirmation that the
     responsibilities.                                                   person is not in possession of any unpublished price sensitive
     1.4.7 Related Party Transactions                                    information. The completion of any such trade by a Director
     Related party transactions include any financial transaction         must also be notified to the Company Secretary who in turn
     between a Director and the Company and will be reported in          advises the ASX.
     writing to each Board meeting. Unless there is an exemption         1.4.10 Performance Review/Evaluation
     under the Corporations Act from the requirement to obtain           Generally, it is the policy of the Board to conduct an evaluation
     shareholder approval for the related party transaction, the Board   of its performance annually. The Board’s performance will be
     cannot approve the transaction.                                     measured against both qualitative and quantitative indicators.
     1.4.8 Shareholder Communication                                     The objective of this evaluation is to provide best practice
     The Company respects the rights of its shareholders and to          corporate governance to the Company.
     facilitate the effective exercise of those rights the Company is    The Board is currently undergoing an independent review of its
     committed to:                                                       performance by external management consultants.
     1. communicating effectively with shareholders through              1.4.11 Attestations by CEO and CFO
        releases to the market via ASX, the Company’s website,           In accordance with the Board’s policy, the CEO and the CFO
        information mailed to shareholders and the general               made the attestations recommended by the ASX Corporate
        meetings of the Company;                                         Governance Council as to the Company’s financial condition
     2. giving shareholders ready access to balanced and                 prior to the Board signing this Annual Report.
        understandable information about the Company and                 2. Board Committees
        corporate proposals;                                             2.1 Audit Committee
     3. making it easy for shareholders to participate in general        Below is a summary of the role, composition and responsibilities
        meetings of the Company; and                                     of the Audit Committee. Further details are contained in the
                                                                         Audit Committee’s Charter.
     4. requesting the external auditor to attend the annual general
        meeting and be available to answer shareholder questions         2.1.1 Role
        about the conduct of the audit and the preparation and           The Audit Committee is responsible for reviewing the integrity of
        content of the auditor’s report.                                 the Company’s financial reporting and overseeing the
                                                                         independence of the external auditors.
     The Company also makes available a telephone number and
     email address for shareholders to make enquiries of the             2.1.2 Composition
     Company.                                                            During the 2006 financial year, the Audit Committee consisted
                                                                         of three members. The Hon. Larry Anthony was appointed to the
     1.4.9 Trading in Company Shares                                     Audit Committee in August 2006. Members are appointed by
     The Company has a Share Trading Policy under which                  the Board from amongst the Non-Executive Directors, a majority
     Directors, members of senior management and other                   of whom are also independent. The current members of the
     employees likely to be in possession of unpublished price           Audit Committee are Mr David Ryan (Chairman), Mrs Sallyanne
     sensitive information and their associates may not trade in the     Atkinson, Mr William Bessemer and the Hon. Larry Anthony. All
     Company’s securities during the following “blackout periods”        members can read and understand financial statements and are
     commencing:                                                         otherwise financially literate and Mr David Ryan, the Chairman,
     –   30 days prior to the release by the Company of its              is a qualified accountant with experience in financial and
         half-yearly results to the ASX and concluding two days          accounting matters. The details of the member’s qualifications
         after such release; and                                         may be found in their Director Profiles on pages 25 to 27.
     –   30 days prior to the release by the Company of its              The Audit Committee held two meetings throughout the year
         annual results to the ASX and concluding two days after         and details of attendance of the members of the Audit
         such release.                                                   Committee are contained in the following table.




20
August 2005     February 2006     2.2.4 Criteria for selection of Directors
Mr David Ryan                                   ✓                 ✓     Directors are appointed based on the specific governance skills
Mrs Sallyanne Atkinson                          ✓                 ✓     required by the Company. Given the size of the Company and
Mr William Bessemer                             ✓                 ✓     the business it operates, the Company aims at all times to have
                                                                        at least one Director with experience in the childcare industry.
2.1.3 Responsibilities                                                  In addition, Directors should have the relevant blend of personal
The Audit Committee reviews the audited annual and half-yearly          experience in:
financial statements and any reports which accompany
                                                                        –   accounting and financial management;
published financial statements before submission to the Board
and recommends their approval.                                          –   legal skills; and
The Audit Committee also recommends to the Board the                    –   CEO-level business experience.
appointment of the external auditor and each year, reviews the          2.2.5 Responsibilities in respect of Remuneration
appointment of the external auditor, their independence, the            The responsibilities of the Committee include setting policies for
audit fee, and any questions of resignation or dismissal.               senior officers’ remuneration, setting the terms and conditions
2.2 Nomination and Remuneration Committee                               of employment for the Chief Executive Officers, reviewing and
Below is a summary of the role, composition and responsibilities        making recommendations to the Board on the Company’s
of the Nomination and Remuneration Committee. Further details           incentive schemes and superannuation arrangements, reviewing
are contained in the Nomination and Remuneration Committee’s            the remuneration of both Executive and Non-Executive
Charter.                                                                Directors and making recommendations to the Board on any
                                                                        proposed changes and undertaking an annual review of the
2.2.1 Role
                                                                        Chief Executive Officers’ performance, including, setting with
The role of the Nomination and Remuneration Committee is to
                                                                        the Chief Executive Officers goals for the coming year and
help achieve a structured Board that adds value to the
                                                                        reviewing progress in achieving these goals.
Company by ensuring an appropriate mix of skills are present in
Directors on the Board at all time and to assist the Board in           2.2.6 Remuneration Policy
fulfilling its responsibilities in respect of establishing appropriate   Details of the Board’s policy on remuneration are set out on
remuneration levels and incentive policies for employees.               pages 27 to 34 of the Directors’ Report which incorporates the
                                                                        Company’s remuneration report.
2.2.2 Composition
Mrs Sallyanne Atkinson (Chairman), Mr Edmund Groves and                 2.3 Risk Management Committee
Mr David Ryan are the current members of the Nomination and             Below is a summary of the role, composition and responsibilities
Remuneration Committee the majority of whom are                         of the Risk Committee. Further details are contained in the Risk
independent Directors.                                                  Committee’s Charter.
The Nomination and Remuneration Committee held two                      2.3.1 Role
meetings throughout the year and details of attendance of the           The role of the Risk Management Committee is to ensure that
members of the Committee are contained in the following table.          the Company is able to manage a diverse and complex range
                                                                        of significant risks. The committee is also responsible for
                                  September 2005          June 2006
                                                                        establishing policies on risk oversight and management.
Mrs Sallyanne Atkinson                          ✓                 ✓
Mr Edmund Groves                                ✓                 ✓     2.3.2 Composition
                                                                        The members of the Risk Management Committee are:
Mr David Ryan                                   ✓                 ✓
                                                                        –   Dr Le Neve Groves (Chairman);
2.2.3 Responsibilities in respect of Nominations
The responsibilities for nominations include devising criteria for      –   Mr William Bessemer; and
Board membership, reviewing the need for various skills and             –   Mr Martin Kemp.
experience on the Board and where appropriate identifying
specific individuals for nomination as Directors for review by the       The Risk Management Committee held five meeting during the
Board. The Committee also oversees management succession                year and details of attendance of the members of the
plans, including the CEO’s and evaluates the Board’s                    Committee are contained in the following table.
performance and makes recommendations for the appointment
and removal of Directors.




                                                                                                                                             21
Corporate Governance Statement




                                             September 2005       November 2005       February 2006            April 2006          June 2006
     Dr Le Neve Groves                                     ✓                   ✓                  ✓                    ✓                   ✓
     Mr William Bessemer                                   ✓                   ✓                  ✓                    ✓                   ✓
     Mr Martin Kemp                                        ✓                   ✓                  ✓                    ✓                   ✓

     2.3.3 Responsibilities                                                for its part is committed to providing clients, customers and
     The duties and responsibilities of the Risk Management                consumers with fair value.
     Committee include:
                                                                           Employment Practices
     (a) Assessing the internal processes for determining and              The Company endeavours to provide a safe workplace in which
         managing key risk areas, particularly:                            there is equal opportunity for all employees at all levels of the
         (i)   non-compliance with laws, regulations, standards and        Company. The Company does not tolerate the offering or
               best practice guidelines, including environmental and       acceptance of bribes or the misuse of Company assets or
               industrial relation laws;                                   resources.

         (ii) litigation and claims; and                                   Obligations Relative to Fair Trading and Dealing
                                                                           The Company aims to conduct its business fairly and to
         (iii) relevant business risks other than those that are dealt     compete ethically and in accordance with relevant competition
               with by other specific Board committees.                     laws. The Company strives to deal fairly with the Company’s
     (b) Ensuring that the ABC Group has an effective risk                 customers, suppliers, competitors and other employees and
         management system and that major risks to the ABC Group           encourages its employees to strive to do the same.
         are reported at least annually to the Board.                      Responsibilities to the Community
     (c) Receiving from management reports on all suspected and            As part of the community the Company:
         actual frauds, thefts and breaches of laws.                       –   is committed to conducting its business in accordance
     (d) Evaluating the process the ABC Group has in place for                 with applicable environmental laws and regulations and
         assessing and continuously improving internal controls,               encourages all employees to have regard for the
         particularly those related to areas of significant risk.               environment when carrying out their jobs;
     (e) Assessing whether management has controls in place for            –   encourages all employees to engage in activities beneficial
         unusual types of transactions and/or any potential                    to their local community; and
         transactions that may carry more than an acceptable               –   supports community charities.
         degree of risk.
                                                                           Responsibility to the Individual
     (f) Meeting periodically with key management, internal and            The Company is committed to keeping private information from
         external auditors and compliance staff to understand and          employees, clients, customers, consumers and investors
         discuss the ABC Group’s control environment.                      confidential and protected from uses other than those for which
     3. Company Code of Conduct                                            it was provided.
     As part of its commitment to recognising the legitimate interests     Conflicts of Interest
     of stakeholders, the Company has a Code of Conduct to guide           Employees and Directors must avoid conflicts as well as the
     compliance with legal and other obligations to legitimate             appearance of conflicts between personal interests and the
     stakeholders. These stakeholders include shareholders,                interests of the Company.
     employees, clients, customers, government authorities, creditors
     and the community as whole. The Code includes the following:          How the Company Complies with Legislation Affecting
                                                                           its Operations
     Responsibilities to Shareholders and the Financial                    Within Australia, the Company strives to comply with the spirit
     Community Generally                                                   and the letter of all legislation affecting its operations. Outside
     The Company complies with the spirit as well as the letter of all     Australia, the Company will abide by local laws in all countries in
     laws and regulations that govern shareholders’ rights. The            which it operates. Where those laws are not as stringent as the
     Company has processes in place designed to ensure the                 Company’s operating policies, particularly in relation to the
     truthful and factual presentation of the Company’s financial           environment, workplace practices, intellectual property and the
     position and prepares and maintains its accounts fairly and           giving of “gifts”, Company policy will prevail.
     accurately in accordance with the generally accepted
     accounting and financial reporting standards.                          How the Company Monitors and Ensures Compliance with
                                                                           its Code
     Responsibilities to Clients, Customers and Consumers                  The Board, management and all employees of the Company
     Each employee has an obligation to use their best efforts to          are committed to implementing this Code of Conduct and each
     deal in a fair and responsible manner with each of the                individual is accountable for such compliance. Disciplinary
     Company’s clients, customers and consumers. The Company               measures may be imposed for violating the Code.



22
Directors’ Report




Your Directors present their Annual Report on the Company and its controlled entities (referred to hereafter as the Group) for the
financial year ended 30 June 2006.
Directors
The names of the Directors in office at any time during the year and to the date of this report are:
Mrs Sallyanne Atkinson AO
Mr Edmund S Groves
Dr Le Neve A Groves
Mr William E Bessemer
Mr Martin Vincent Kemp
Mr David John Ryan AO
Hon. Lawrence James Anthony
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 Group during the financial year were the provision of childcare services and education.
Operating Results
The consolidated profit of the Group for the financial year after providing for income tax amounted to $81,110,000
(2005: $43,534,000 AIFRS).
Dividends Paid or Recommended
The Directors have declared a fully franked final dividend of 8 cents per share ($31,451,724). The dividends will be franked at a rate
of 30%. The final dividend will be paid on 29 September 2006.
 Dividend                                                    Date paid                    Dividend per share               Total dividend
 Ordinary Shares –                                           29 September 2005            6 cents                          $15,036,962
 Final dividend for the year ended 30 June 2005                                           franked to 100%
 Preference Shares –                                         30 November 2005             16.9212 cents                     $2,030,543
 Final dividend for the year ended 30 June 2005                                           franked to 100%
 Ordinary Shares –                                           31 March 2006                7 cents                          $18,417,078
 Interim dividend for the year ended 30 June 2006                                         franked to 100%
 Preference Shares –                                         31 May 2006                  16.8288 cents                     $2,019,457
 Interim dividend for the year ended 30 June 2006                                         franked to 100%
Review of Operations
A Review of the Operations of the Group during the year ended 30 June 2006 and up to the date of this report appears in the
separate section “Review of Operations” on pages 8 –13.
Significant Changes in State of Affairs
The following significant changes in the state of affairs of the Group occurred during the year:
(i)   On 13 September 2005, the Company issued 10,000,000 ordinary shares at $6.00 per share to raise capital to reduce debt and
      to fund the Company’s ongoing acquisition program;
(ii) On 15 December 2005, the Company issued 37,200,000 ordinary shares at $7.00 to raise funds for the acquisition of the
     Learning Care Group, Inc. and to fund the Company’s ongoing acquisition program;
(iii) On 11 January 2006, the Company acquired the Learning Care Group, Inc. for US$159,100,000;
(iv) On 9 May 2006, the Company issued 44,104,239 ordinary shares at an issue price of $7.30 each to a range of institutional and
     professional investors to refinance the Company’s balance sheet to place the Company in a strong position to take advantage of
     global acquisition opportunities;
(v) In May 2006, the Company acquired Kids Campus Limited for $127,897,000; and
(vi) On 14 June 2006, the Company issued 38,087,542 ordinary shares at an issue price of $7.30 each to a range of institutional
     and professional investors to refinance ABC’s balance sheet to place the Company in a strong position to take advantage of
     global acquisition opportunities.




                                                                                                                                            23
Directors’ Report




     Significant Events After Balance Date
     On 7 July 2006 the Company announced an off-market takeover bid of Hutchison’s Child Care Services Ltd for $1.50 per ordinary
     share. On 25 September 2006 the Company declared the takeover bid unconditional and commenced compulsory acquisition of
     the remaining shares.
     On 6 September 2006 the Company acquired 100% of The Children’s Courtyard LLP, the ninth largest childcare provider in the US for
     US$66 million.
     No other matter or circumstance has arisen since 30 June 2006 that has significantly affected, or may significantly affect:
     (a) the Group’s operations in future financial years; or
     (b) the results of those operations in future financial years; or
     (c) the Group’s state of affairs in future financial years.
     Future Developments
     The likely developments in the operations of the Group and the expected results of those operations in future financial year is
     the proposed acquisition of a number of childcare centres in locations throughout Australia, New Zealand and the United States
     of America.
     The Board expects that the above developments will provide a wider market penetration and enable the Group’s activities to
     be expanded.
     Environmental Issues
     The Group’s operations are not regulated by any significant environmental regulation under a law of the Commonwealth or of a State
     or Territory.
     Options
     Sign-on options were granted over ordinary shares during the financial year by the Company to the Learning Care Group, Inc.
     executives in accordance with their employment agreements.
     The options granted under the employment agreements were:
     1. 1,083,000 sign-on options granted to William Davis at an option premium of $0.00 per option and an exercise price of
        $7.35 per option;
     2. 375,145 sign-on options granted to Frank Jerneycic at an option premium of $0.00 per option and an exercise price of
        $7.35 per option;
     3. 334,807 sign-on options granted to Kathy Myers at an option premium of $0.00 per option and an exercise price of
        $7.35 per option; and
     4. 119,239 sign-on options granted to Scott Smith at an option premium of $0.00 per option and an exercise price of
        $7.35 per option.
     The options granted will vest at a rate of 20% per annum on each anniversary or at the end of the executives’ compensation period
     (if the employment agreement is not renewed through to 2011).
     Option holders do not have any right, by virtue of the option, to participate in any share issue of the Company or any related body
     corporate or in the interest of any other registered scheme.
     During and since the end of the financial year no options have been exercised.




24
Information on Directors
Mrs Sallyanne Atkinson AO        Chairman – Non-Executive.
Appointed                        3 October 2000.
Qualifications                    Bachelor of Arts (University of Queensland),
                                 Fellow, Australian Institute of Management,
                                 Fellow, Australian Institute of Company Directors,
                                 Fellow, Australian Institute of Planning,
                                 Fellow, Australian Marketing Institute,
                                 Doctor of the University (Hon) Australian Catholic University.
Experience                       Appointed Chairman in November 2000. Former Lord Mayor of Brisbane, Australian Senior
                                 Trade Commissioner to Paris and Chairman of Queensland Tourism. Director of several public
                                 companies and associations, including APN News & Media Limited and The Australian Ballet.
                                 She is chairman of Federal Ministerial Taskforce on Dementia and of the Crawford Fund (Qld).
                                 Currently, Special Representative for Queensland, South East Asia in the Queensland
                                 Government. Represented Australia on the International Olympic Committee, at major trade
                                 and business forums such as the OECD and the International Chamber of Commerce and
                                 has spoken at conferences in Europe, Asia and the United States.
Interest in shares and options   695,000 ordinary shares.
Special Responsibilities         Member of the Audit Committee and Chairman of the Nomination and Remuneration
                                 Committee.

Mr Edmund S Groves               Chief Executive Officer – Operations (Global).
Appointed                        15 August 1997.
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.
Interest in shares and options   16,797,500 ordinary shares.
Special Responsibilities         Primary responsibility for all financial and operational matters and liaising with government
                                 and regulatory bodies. Member of the Nomination and Remuneration Committee.

Dr Le Neve A Groves              Chief Executive Officer – Education.
Appointed                        15 August 1997.
Qualifications                    Diploma of Teaching Primary/Preschool,
                                 Bachelor of Education (University of South Australia),
                                 Master of Education (University of South Australia),
                                 Doctor of Education (University of South Australia),
                                 Member, Australian Institute of Company Directors.
Experience                       Co-founder of ABC Developmental Learning Centres Pty Limited in 1988. Principal of the
                                 National Institute of Early Childhood Education (formerly ABC Early Childhood Training
                                 College) since its inception in 1996. She is currently a member of the Stronger Families and
                                 Communities Partnership established in 2004 by the Commonwealth Government.
Interest in shares and options   16,810,500 ordinary shares.
Special Responsibilities         Develops and oversees all early childhood philosophies, policies and practices of the Group.
                                 Designs and implements high quality educational programs for ABC’s Learning Centres.
                                 Chairman of the Risk Management Committee.




                                                                                                                                25
Directors’ Report




     Mr William E Bessemer            Non-Executive Director.
     Appointed                        15 August 1997.
     Qualifications                    Bachelor of Economics (University of Queensland),
                                      Master of Business Administration (University of Melbourne),
                                      Certified Practising Accountant.
     Experience                       Currently Chairman of Austock Group Limited and Australia Pacific Exchange Limited. He is
                                      also a Director of Timbercorp Limited. He has extensive experience covering debt and equity
                                      raisings, financial structuring, mergers acquisitions and business recoveries.
     Interest in shares and options   105,000 ordinary shares.
     Special Responsibilities         Member of the Audit Committee and Risk Management Committee.

     Mr Martin V Kemp                 Chief Executive Officer – Operations (Australia and New Zealand).
     Appointed                        28 November 2001.
     Qualifications                    Bachelor of Engineering (Hons) (University of Queensland),
                                      Master of Engineering Science (University of Sydney),
                                      Member of Institution of Engineers, Australia.
     Experience                       Owner, operator, manager and developer of childcare centres for 16 years. Project manager
                                      for numerous multi-million dollar projects around Australia. He has been a member of the
                                      Commonwealth Child Care Advisory Council, President of the Queensland Professional Child
                                      Care Centres Association, President of the Australian Confederation of Child Care, President of
                                      the Queensland Private Child Care Centres Employers Organisation and a Foundation Board
                                      Member of the Australian Childcare Centres Association (federal employer organisation).
     Interest in shares and options   10,462,259 ordinary shares.
                                      50,000 redeemable converting preference shares.
     Special Responsibilities         Primary responsibility for all development and acquisitions by the Group. Member of the Risk
                                      Management Committee.

     Mr David J Ryan AO               Non-Executive Director.
     Appointed                        26 June 2003.
     Qualifications                    Bachelor of Business Studies (NSW University of Technology),
                                      Fellow, Australian Institute of Company Directors,
                                      Fellow, Certified Practising Accountant.
     Experience                       Chairman of Tooth & Co and other Residual Assco Group Ltd group companies,
                                      Non-Executive Director of Transurban Group and Lend Lease Corporation Limited, member
                                      of the Advisory Board of Virgin Management Asia-Pacific Pty Ltd and member of the
                                      Advisory Board of Caliburn Partnership. Extensive financial and operational experience
                                      through current and former roles including senior executive management positions in public
                                      companies and being a member of a number of public company boards.
     Interest in shares and options   239,595 ordinary shares.
     Special Responsibilities         Chairman of the Audit Committee and a member of the Nomination and Remuneration
                                      Committee.




26
The Hon. Lawrence J Anthony            Non-Executive Director.
Appointed                              16 March 2005
Qualifications                          Bachelor of Commerce (University of New South Wales),
                                       Diploma of Applied Finance and Investment,
                                       Fellow, Australian Institute of Company Directors,
                                       Member, Banking and Securities Institute of Australia,
Experience                             He is currently a Board Member of Learning Care Group, Inc., Macquarie Media Group,
                                       Indue Ltd, National Chairman for the Duke of Edinburgh’s Awards Australia and National
                                       Chairman of National Credit Union Assn Inc. He has vast experience in government sectors
                                       and finance including roles with Merrill Lynch and Potter Warburg. He is a former Federal
                                       Government Minister for Children and Youth Affairs, Community Services and Parliamentary
                                       Secretary for Trade. He is also involved with various charities across Australia.
Interest in shares and options         106,622 ordinary shares.
Special responsibilities               Member of the Audit Committee.
Information on Company Secretary
Ms Jillian G Bannan                    Company Secretary.
Appointed                              8 March 2004
Qualifications                          Bachelors of Law and Commerce from James Cook University, Queensland,
                                       Member of the Queensland Law Society,
                                       Affiliate of Chartered Secretaries Australia.
Experience                             She commenced with the Group in February 2003. Prior to joining ABC, she worked as a
                                       solicitor in private practice principally in the commercial and corporate law fields.
Remuneration Report
The Directors of the Company present the Remuneration Report prepared in accordance with section 300A of the Corporations Act
for the Company and the consolidated entities for the year ended 30 June 2006.
The Company’s remuneration strategy is designed to attract, retain and motivate appropriately qualified and experienced directors
and senior executives. Details of the Company’s remuneration strategy for the 2006 financial year are set out in this Remuneration
Report. This Remuneration Report forms part of the Directors’ Report.
Non-Executive Directors
The fees paid to Non-Executive Directors are set at levels which reflect both the responsibilities of, and the time commitments
required from, each Non-Executive Director to discharge their duties. Fee levels are set having regard to independent professional
advice and the fees paid by comparable companies. The fees paid to Non-Executive Directors are not linked to the performance of
the Company.
Executive Directors and Senior Executives
In the 2005/2006 year, executive remuneration was comprised of a fixed cash component for Executive Directors and a
combination of a fixed cash component and fixed share component for senior executives.
In June 2006, shareholders approved a new remuneration structure for Executive Directors at an extraordinary general meeting.
Executive Director remuneration under the new structure comprises both a fixed component and an at-risk component which is
intended to remunerate executives for increasing shareholder value and for achieving financial targets and business strategies. It is
also designed to attract and retain high calibre executives.
An overview of the elements of the 2005/2006 remuneration structure and the new remuneration structure are set out in Tables 1A
and 1B.
A more detailed discussion of each element is contained in this Remuneration Report.




                                                                                                                                       27
Directors’ Report




     Table 1A – Overview of Elements of 2005/2006 Remuneration Structure
     2005/2006
                                                                                                  Australia                     Discussion in
                                                                 Directors       Directors         Senior        US Senior      Remuneration
                                 Elements of remuneration      Non-Executive     Executive       Executives      Executives        Report
     Fixed remuneration          Fees                                ✓               ✗                ✗              ✗             Pg 28
                                 Salary                              ✗               ✓                ✓              ✓             Pg 31
                                 Superannuation                      ✓               ✓                ✓              ✓             Pg 31
                                 Other benefits                       ✓               ✓                ✓              ✓             Pg 31
     At-risk remuneration        Short-term incentive                ✗               ✗                ✗              ✓             Pg 31
                                 Long-term incentive                 ✗               ✗                ✗              ✓             Pg 31
     Post-employment             Notice periods and
                                 termination payments                ✗               ✓                ✓              ✓             Pg 33
     Table 1B – Overview of Elements of New Remuneration Structure
     2006/2007 – New Remuneration Structure – Executive Directors
                                                                                                                                Discussion in
                                                                                                  Directors                     Remuneration
                                 Elements of remuneration                                         Executive                        Report
     Fixed remuneration          Fees                                                                 ✗                            Pg 31
                                 Salary                                                               ✓                            Pg 31
                                 Superannuation                                                       ✓                            Pg 31
                                 Other benefits                                                        ✓                            Pg 31
     At-risk remuneration        Short-term incentive                                                 ✓                            Pg 31
                                 Long-term incentive                                                  ✓                            Pg 31
     Post-employment             Notice periods and termination payments                              ✓                            Pg 33
     Section 1 – Non-Executive Directors’ Remuneration
     A. Board Policy on Remuneration – Attracting and retaining high calibre directors
     Non-Executive Directors’ fees, including committee fees, are set by the Board within the maximum aggregate amount of $400,000
     approved by shareholders. This amount was approved in 2003.
     In order to maintain Non-Executive Directors’ independence and impartiality, their remuneration is not linked to the performance
     of the Company. In setting fee levels, the Nomination and Remuneration Committee, which makes recommendations to the Board,
     takes into account:
     –   the Company’s existing remuneration policies;
     –   fees paid by comparable companies;
     –   the general time commitment required from Directors and the risks associated with discharging the duties attaching to
         the role of Director; and
     –   the level of remuneration necessary to attract and retain Directors of a suitable calibre.
     Details of the membership of the Nomination and Remuneration Committee and its responsibilities are set out on page 21 of
     the Corporate Governance Statement.
     Fees
     For the 2005/2006 year, Non-Executive Directors received a fee of $40,000 per annum in relation to their services as Directors.
     The Chairman, taking into account the greater time commitment required, received a fee of $80,000. The Company does not pay
     additional fees for membership of the Board’s committees.
     In accordance with rule 7.3(f) of the Company’s Constitution, Directors are also permitted to be paid additional fees for special duties.
     Such fees are not included in the aggregate remuneration cap approved by shareholders. No such fees were paid during the year.
     Directors are also entitled to be reimbursed for all business related expenses, including travel on Company business, as may be
     incurred in the discharge of their duties.




28
Superannuation contributions are also made on behalf of the Non-Executive Directors in accordance with the Company’s statutory
superannuation obligations.
The Board will continue to review its approach to Non-Executive Director remuneration to ensure it remains in line with general
industry practice and best practice principles of corporate governance.
Retirement Benefits
In the past, the Company has not paid retirement benefits to Non-Executive Directors. It is not the intention of the Board to initiate
payment of retirement benefits.
B. Details of Remuneration
Details of Non-Executive Directors’ remuneration for the year ended 30 June 2006 are set out in the following table. All values are in
Australian dollars unless otherwise stated.
Table 2 – Non-Executive Director Remuneration
                                                                                          Superannuation
                                                                    Directors’ Fees         Contributions1                  Other2                 Total
                                                                                  $                     $                       $                     $
S Atkinson (Chairman)                                                      79,999                  7,200                      –                  87,199
L J Anthony                                                                39,998                  3,600                      –                  43,598
W E Bessemer                                                                    –                      –                 40,000                  40,000
D J Ryan                                                                   39,998                  3,600                      –                  43,598
Total                                                                     159,995                 14,400                 40,000                 214,395
1 Superannuation contributions made on behalf of Non-Executive Directors to satisfy the Company’s obligations under applicable Superannuation
  Guarantee legislation.
2 Includes the cost of motor vehicles provided by the Company (inclusive of applicable fringe benefits tax).

Section 2 – Executive Director and Senior Executive Remuneration
The disclosures in this section relate to the executives listed below, being the Executive Directors and the senior executives with
authority and responsibility for planning, directing and controlling the activities of the Company and the Group during the financial
year. This group of executives are the key management personnel as defined in AASB 124 “Related Party Disclosures” and includes
the five most highly remunerated Company and Group executives during the financial year.
Table 3 – Executive Directors and Senior Executives
Australia
Executive Director/Senior Executive                            Position
E S Groves                                                     Chief Executive Officer – Operations (Global)
L A Groves                                                     Chief Executive Officer – Education
M V Kemp                                                       Chief Executive Officer – Operations (Australia and New Zealand)
J M Reynolds                                                   Chief Operating Officer
M P Loveday                                                    Chief Financial Officer
J G Bannan                                                     Company Secretary and General Counsel
United States of America
Executive Director/Senior Executive                            Position
W Davis                                                        President and Chief Executive Officer
F Jerneycic                                                    Chief Financial Officer and Treasurer
K Myers                                                        Chief Operating Officer
S Smith                                                        Human Resources Vice President
Board Policy on Remuneration – Rewarding individual and Company performance
The remuneration of the Executive Directors and senior executives is designed to reward executives for increasing shareholder value
and for achieving financial targets and business strategies. It is also set to attract, retain and motivate appropriately qualified and
experienced executives. Accordingly, the Board considers it desirable for remuneration packages of Executive Directors and senior
executives to include both a fixed component and an at-risk or performance related component (comprising both short-term and
long-term incentives). The Board views the at-risk component as an essential driver of the Company’s high performance culture.
Where the Company’s remuneration practices do not correlate with this policy, the Company is working towards compliance.




                                                                                                                                                           29
Directors’ Report




     The Nomination and Remuneration Committee has recommended, and the Board has adopted, a policy that remuneration will:
     (a) reinforce the short, medium and long-term financial targets and business strategies of the Company as set out in the strategic
         business plans endorsed by the Board;
     (b) provide a common interest between executives and shareholders; and
     (c) be competitive in the markets in which the Company operates in order to attract, motivate and retain high calibre executives.
     Company Performance
     The benefits to the Company and its shareholders of the Board’s policy on Executive Director and senior executive remuneration are
     demonstrated by the Company’s growth and development over the last five years.
     Earnings
     The Company’s earnings for the five years to 30 June 2006 are summarised in Table 4.
     Table 4 – Earnings
                                                        Year ended             Year ended             Year ended        Year ended    Year ended
                                                        30 June 06*            30 June 05             30 June 04        30 June 03    30 June 02
                                                              $’000                  $’000                  $’000             $’000         $’000
     Revenue                                              631,450                292,700                  96,421           40,911        23,838
     EBITDA                                               157,900                 68,127                  27,727           17,088         9,800
     NPAT                                                  81,110                 52,337                  21,368           12,072         6,858
     * 2006 stated under AIFRS. Previous years stated under AGAAP.

     Shareholder Wealth
     Table 5 shows the Company’s Total Shareholder Return, basic earnings per share, dividends per share and the share price from
     2002 to 2006, all of which are measures of the consequences of Company performance on shareholder wealth.
     Table 5 – Shareholder Wealth
                                                        Year ended             Year ended             Year ended        Year ended    Year ended
                                                        30 June 06             30 June 05             30 June 04        30 June 03    30 June 02*
     Share price**                                          $6.40                  $5.58                  $3.70              $3.10       $2.64
     Total dividends paid                                15 cents               11 cents               10 cents            7 cents    5.6 cents
     Franked dividends                                      100%                   100%                   100%               100%        100%
     EPS                                               27.7 cents***          25.7 cents             17.5 cents         14.0 cents    9.8 cents
     Total Shareholder Return                              17.4%                  53.8%                  22.6%              20.1%      426.6%
     * Measures calculated to take into account 5:1 share split which occurred in November 2002.
     ** The amount disclosed is the closing price of the Company’s shares on the ASX on 30 June of the relevant year.
     *** 2006 EPS calculated under AIFRS. Previous years calculated under AGAAP.

     As can be seen from the results provided, the Company has experienced consistent growth in earnings per share of approximately
     282% over the last five years, resulting in:
     –   an increase in the Company’s share price; and
     –   EPS average annual increase of 38%.
     Components of Remuneration
     Executive Directors
     As indicated above, the Executive Directors were paid a fixed cash remuneration package for the 2005/2006 year (refer to Table 1A).
     Each Executive Director currently maintains a shareholding in the Company which is not part of their remuneration package. For two
     out of the three Executive Directors, this shareholding amounts to over 4% of the issued capital of the Company. This indicates that
     the Executive Directors have an interest in the long-term outcome for the Company.
     As the Company has rapidly grown, the Board determined that it was prudent to put in place a more relevant and suitable
     remuneration structure. This new structure was approved by shareholders at an extraordinary general meeting held on 7 June 2006.




30
The new remuneration structure for Executive Directors has the following components (refer to Table 1B):
1. Fixed remuneration; and
2. Performance-based at-risk remuneration, comprising:
    –    Short-Term Incentive (STI) – based on annual performance at an individual, business unit and Company level; and
    –    Long-Term Incentive (LTI) – based on sustained creation of shareholder value over a three year period.
The Board aims to achieve a balance between fixed and performance-related components of remuneration that reflect market
conditions at each job and seniority level.
The relative proportion of Executive Directors’ total remuneration packages that is performance-based is set out in Table 6 below:
Table 6 – Proportion of Fixed and At-Risk Remuneration
                                                                                     % of Total Target Remuneration (Annualised)
                                                                                                                  Performance-based
                                                                                  Fixed Remuneration                Remuneration
                                                                                                              STI*                    LTI**
Executive Directors                                                                       50                   25                     25
* The STIs are based on target.
** The LTIs are based on target.

The proportion of Total Target Remuneration is based on the various Executive Directors meeting their targeted rewards. Should the
stretch rewards be met, the proportion of remuneration which is performance-based will be higher than stated above, in accordance
with the plan rules.
Senior Executives (Australia)
Remuneration for senior executives in the Australian operations has the following components:
1. Fixed remuneration; and
2. Fixed number of ordinary shares.
This remuneration structure was introduced in 2003 and senior executives entered into five year service agreements on this basis.
This structure includes an issue of shares that is not dependent upon the satisfaction of any performance conditions. The rationale
behind this was to encourage the alignment of personal and shareholder interests. The Company believes this policy to have been
effective in increasing shareholder wealth over the past three years. It is the intention of the Company to introduce a remuneration
structure similar to the new structure in place for Executive Directors which includes short-term and long-term incentives on expiry
of the service agreements.
Senior Executives (United States of America)
Remuneration for senior executives in the US operations has the following components:
1. Fixed remuneration; and
2. Performance-based at-risk remuneration, comprising:
    (a) cash bonus – based on annual performance at a Company level;
    The level of cash bonus payable to the senior executives will be based on a percentage of their salary for achieving percentages
    of the EBITDA budget goal (and prorated for levels in between) set by the Company at the beginning of the financial year.
     % of EBITDA Goal Achieved                                                                                              % of Salary
     80% or less                                                                                                                     0%
     90%                                                                                                                            25%
     100%                                                                                                                           50%
     110%                                                                                                                           75%
     120% or more                                                                                                                  100%
    This cash bonus was structured to focus the senior executives’ remuneration on achieving the financial results set by the Company.
    In assessing whether the senior executives have achieved these goals, the Company will calculate the percentage of EBITDA
    goal achieved from the Company’s audited financial report.




                                                                                                                                              31
Directors’ Report




         (b) performance share bonus – based on annual performance at a Company level;
         The performance share bonus is equal to at least 50% of the senior executives’ current fixed remuneration taken as ordinary
         shares. The price payable for the shares is the market share price on 1 July of the financial year to which the bonus accrues.
         The performance share bonus is based on the achievement of a percentage of EBITDA budget goal achieved (and prorated for
         levels in between):
          % of EBITDA Goal Achieved                                                                                       % of Award Vested
          80% or less                                                                                                                     0%
          90%                                                                                                                            50%
          100%                                                                                                                          100%
         The rationale behind the performance share bonus was to encourage the alignment of personal and shareholder interests.
         In assessing whether the senior executives have achieved these goals, the Company will calculate the percentage of EBITDA
         goal achieved from the Company’s audited financial report.
     The Board aims to achieve a balance between fixed and performance-related components of remuneration that reflect market
     conditions at each job and seniority level.
     The relative proportion of US senior executives’ total remuneration packages that is performance-based is set out in the table below:
                                                                                          % of Total Target Remuneration (Annualised)
                                                                                                                     Performance-based
                                                                                      Fixed Remuneration               Remuneration
                                                                                                                   STI*                   LTI
     US Senior Executives                                                                      50                   50                     0
     * The STIs are based on target performance.

     The proportion of total target remuneration is based on the various senior executives meeting their targeted rewards. Should the
     stretch rewards be met, the proportion of remuneration which is performance-based will be higher than stated above, in accordance
     with the executives’ employment agreements.
     Fixed Remuneration – All Executive Directors and Senior Executives
     The terms of employment for all Executive Directors and senior executives contain a fixed remuneration component. This is
     expressed as a dollar amount that the executive may take in a form agreed with the Company. Fixed remuneration is made up of
     base salary, exclusive of superannuation contributions and benefits, including fringe benefits tax. This amount of remuneration is not
     dependent upon performance and is set by reference to appropriate benchmark information for an individual’s responsibilities,
     performance, qualifications, experience and location.
     Service Agreements
     The remuneration and other terms of employment for Executive Directors and the senior executive team are formalised in their
     service agreements.
     Duration of Contract
     Under the terms of the service agreements:
     (a) the Executive Directors continue to be employed until their employment is terminated;
     (b) the senior executives (Australia) have a five year employment term; and
     (c) the senior executives (United States of America) have a three year employment term.




32
Notice Periods and Payments on Termination
The service agreements provide for termination payments to be made in certain circumstances. In particular, the Company may
terminate the employment of:
(a) the Executive Directors on six months’ notice; and
(b) the Australian and US senior executives on three months’ notice.
The Company may make a payment in lieu of notice.
In general, a senior executive must give the Company at least 90 days’ notice of resignation. In certain circumstances, such as a
substantial diminution of responsibility, the Company may be deemed to have terminated the employment of the senior executive
and will be liable to make compensation payments.
Termination payments payable to the senior executives if the Company terminates their contract of employment will not, in general,
exceed 18 months’ fixed salary (except in relation to the US senior executives who, if terminated without cause are entitled to the
balance of their unpaid employment agreement). The Company makes provision for employee entitlements in accordance with
applicable Accounting Standards.
Sign-on Incentives
As part of the acquisition of the Learning Care Group, Inc, an issue of options valued at $5,403,302 (at date of issue) was made
to key US executives as part of their consideration for agreeing to hold office. Such payments were made by the Company to
compensate those US executives for bonuses they forfeited from their previous employer on agreeing to take up employment with
the Company.
These options will vest at the rate of 20% per year on each anniversary, or upon earlier cessation of employment (the executives’
service agreements have a three year employment term). Shares issued upon exercise of options will rank equally in all respects with
existing fully paid ordinary shares.
Remuneration Paid
Details of the remuneration paid to Executive Directors and each of the named senior executives are set out in the following table.
                                                                                   Post-
                                                                             Employment
                                     Short-Term Employment Benefits              Benefits                       Share-based Payments
                                Primary          Incentive   Non-Monetary Superannuation        Equity (a),         Sign-on
                            Fixed Salary        Payments          Benefits       Benefits    (b) Share/Units          Options             Total
                                       $                 $              $              $                 $                $                $
Australia (AU$)
E S Groves                     350,011                  –         10,168         31,501               –                   –          391,680
L A Groves                     350,011                  –         34,350         31,501               –                   –          415,862
M V Kemp                       299,988                  –              –         26,999               –                   –          326,987
J M Reynolds                   194,999                  –         26,614         17,550         283,800                   –          522,963
M P Loveday                    109,652                  –              –          9,869         258,000                   –          377,521
J G Bannan                     153,404                  –         25,599          9,306         154,800                   –          343,109
USA (US$)
W Davis                        186,954           98,000            4,292          3,656                  –                –          292,902*
F Jerneycic                    106,354           55,750                –          3,656                  –                –          165,760*
K Myers                        106,354           55,750                –              –                  –                –          162,104*
S Smith                         80,096           42,250                –          3,090                  –                –          125,436*
USA (AU$)
W Davis                                –                –               –             –                  –       3,060,246      3,060,246
F Jerneycic                            –                –               –             –                  –       1,060,052      1,060,052
K Myers                                –                –               –             –                  –         946,068        946,068
S Smith                                –                –               –             –                  –         336,935        336,935
* Remuneration accrued since 11 January 2006.




                                                                                                                                                33
Directors’ Report




     In accordance with the requirements of the Accounting Standards, remuneration includes a proportion of the notional value of equity
     compensation granted or outstanding during the year. The notional value of equity instruments which do not vest during the
     reporting period is determined as at the grant date and is progressively allocated over the vesting period. The amount included as
     remuneration is not related to or indicative of the benefit (if any) that individual executives may ultimately realise should the equity
     instruments vest. The notional value of options as at the date of their grant has been determined in accordance with AASB 2
     applying the Black Scholes valuation method and is based on the following assumptions:
     Grant Date                                                                                                          27 January 2006
     Expiry Date                                                                                                         27 January 2011
     Price at grant date                                                                                                           $7.61
     Exercise Price                                                                                                                $7.35
     Number of options                                                                                                         1,912,191
     Dividend Yield                                                                                                               1.84%
     Volatility                                                                                                                 28.992%
     Risk Free Rate                                                                                                               5.31%
     Vesting Date                                                                                                 20% on 27 January 2007
                                                                                                                  20% on 27 January 2008
                                                                                                                  60% on 27 January 2009
     It is the Company’s belief that all US executives will remain in employment with Learning Care Group Inc. for the duration of their
     contract, and as such, all options will vest according to the conditions of the options granted.
     Meetings of Directors
     During the financial year, 19 meetings of directors (including committees) were held. Attendances were:
                                                                                         Committee Meetings
                                                                                          Nomination and                Risk Management
                                Directors’ Meetings            Audit Committee         Remuneration Committee              Committee
                               Number                        Number                      Number                       Number
                             eligible to      Number       eligible to    Number       eligible to     Number       eligible to    Number
                                 attend      attended          attend    attended          attend     attended          attend    attended
     Sallyanne Atkinson             10                10            2            2              2             2              –             –
     Edmund S Groves                10                10            –            –              2             2              –             –
     Le Neve A Groves               10                10            –            –              –             –              5             5
     William E Bessemer             10                10            2            2              –             –              5             5
     Martin V Kemp                  10                10            –            –              –             –              5             5
     David J Ryan                   10                 9            2            2              2             2              –             –
     Lawrence J Anthony             10                 9            –            –              –             –              –             –
     Indemnifying Officers or Auditor
     During or since the end of the financial year the Company has paid or agreed to pay insurance premiums as follows:
     The Company has paid premiums to insure each of the 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.
     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.
     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.
     The Company was not a party to any such proceedings during the year.
     Auditor’s Declaration
     A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 36.




34
Non-Audit Services
The Board of Directors in accordance with advice from the Audit Committee is satisfied that the provision of the non-audit services
during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The
Directors are satisfied that the services disclosed below did not compromise the external auditor’s independence.
Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor as outlined in
note 5 to the financial statements.
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 AO
Chairman




Edmund S Groves
Director
Signed at Brisbane on the 28th day of September 2006




                                                                                                                                     35
Independence Declaration
     to the Directors of A.B.C. Learning Centres Limited




     AUDITOR’S INDEPENDENCE DECLARATION TO THE DIRECTORS OF A.B.C. LEARNING CENTRES LIMITED

     As lead engagement partner for the audit of A.B.C. Learning Centres Limited and its controlled entities for the year ended
     30 June 2006, I declare that, to the best of my knowledge and belief in relation to the audit, there have been:
     (a) no contraventions of the auditor independence requirements of the Corporations Act 2001; and
     (b) no contraventions of any applicable code of professional conduct.




     Pitcher Partners




     S A Green
     Partner


     Brisbane, 28 September 2006




36
Independent Audit Report
to the Members of A.B.C. Learning Centres Limited




INDEPENDENT AUDIT REPORT TO THE MEMBERS OF A.B.C. LEARNING CENTRES LIMITED

Scope
The financial report, remuneration disclosures and directors’ responsibility
The financial report comprises the income statements, balance sheets, statements of changes in equity, cash flow statements
and the directors’ declaration for both A.B.C. Learning Centres Limited (“the company”) and A.B.C. Learning Centres Limited
and its controlled entities (“the group”) for the year ended 30 June 2006. The group comprises both the company and the entities
it controlled during that year.
The company has disclosed information about the remuneration of key management personnel (“remuneration disclosures”),
as required by Accounting Standard AASB 124 Related Party Disclosures under the heading “Remuneration Report” on
pages 27–34 of the directors’ report, as permitted by the Corporations Regulations 2001.
The directors of the company are responsible for the preparation and true and fair presentation of the financial report in accordance
with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal
controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent
in the financial report. The directors are also responsible for the remuneration disclosures contained in the directors’ report.
Audit approach
We conducted an independent audit in order to express an opinion to the members of the company. Our audit was conducted in
accordance with Australian Auditing Standards, in order to provide reasonable assurance as to whether the financial report is free of
material misstatement and the remuneration disclosures comply with Accounting Standard AASB 124 and the Corporations
Regulations 2001. The nature of an audit is influenced by factors such as the use of professional judgement, selective testing, the
inherent limitations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot
guarantee that all material misstatements have been detected.
We performed procedures to assess whether in all material respects the financial report present fairly, in accordance with the
Corporations Act 2001, including compliance with Accounting Standards and other mandatory financial reporting requirements in
Australia, a view which is consistent with our understanding of the company’s and the group’s financial position, and of their
performance as represented by the results of their operations and cash flows and whether the remuneration disclosures comply with
Accounting Standard AASB 124 and the Corporations Regulations 2001.
We formed our audit opinion on the basis of these procedures, which included:
•   examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the financial report and
    remuneration disclosures; and
•   assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting
    estimates made by the directors.
While we consider the effectiveness of managements’ internal controls over financial reporting when determining the nature and
extent of our procedures, our audit was not designed to provide assurance on internal controls.




                                                                                                                                           37
Independent Audit Report
     to the Members of A.B.C. Learning Centres Limited




     INDEPENDENT AUDIT REPORT TO THE MEMBERS OF A.B.C. LEARNING CENTRES LIMITED (continued)

     Independence
     In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements
     and the Corporations Act 2001.
     Audit opinion
     In our opinion;
     (1) the financial report of the company and the group is in accordance with:
         (a) the Corporations Act 2001, including:
             (i) giving a true and fair view of the company’s and the group’s financial position as at 30 June 2006 and of their performance
                 for the year ended on that date; and
             (ii) complying with Accounting Standards in Australia and the Corporations Regulations 2001; and
         (b) other mandatory financial reporting requirements in Australia; and
     (2) the remuneration disclosures that are contained on pages 27–34 of the directors’ report comply with Accounting Standard
         AASB 124 and the Corporations Regulations 2001.




     Pitcher Partners                                   S A Green
     Brisbane, 28 September 2006                        Partner




38
Directors’ Declaration




In the Directors’ opinion:
(a) the financial statements and notes set out on pages 40 to 97 are in accordance with the Corporations Act 2001, including:
    (i)   complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting
          requirements; and
    (ii) giving a true and fair view of the Company’s and Group’s financial position as at 30 June 2006 and of its performance, as
         represented by the results of their operations, changes in equity and their cash flows, for the financial year ended on that
         date; and
(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and
    payable;
(c) the audited remuneration disclosures set out on pages 27 to 34 of the Directors’ Report comply with Accounting Standards
    AASB 124 “Related Party Disclosures” and the Corporations Regulations 2001.
The Directors have been given the declarations by the chief executive officer and chief financial officer required by section 295A of
the Corporations Act 2001.
This declaration is made in accordance with a resolution of the Directors.
On behalf of the Directors




Sallyanne Atkinson AO
Chairman




Edmund S Groves
Director
Brisbane
28 September 2006




                                                                                                                                      39
Income Statements
     For the financial year ended 30 June 2006




                                                                                      Consolidated                         Company
                                                                            2006                     2005       2006                    2005
                                                              Note          $’000                    $’000      $’000                   $’000
     Revenue                                                   2(a)      592,176                230,621               –                      –
     Other income                                              2(b)        39,274                 22,056      67,528                 36,212
                                                                 2       631,450                252,677       67,528                 36,212
     Changes in inventories of finished goods                              (14,731)                 (1,622)            –                      –
     Employee benefits                                                   (240,586)                (80,928)      (7,631)                (4,630)
     Depreciation and amortisation                                        (15,073)                 (5,282)         (48)                   (48)
     Impairment                                                           (11,346)                 (1,603)     (1,000)                       –
     Finance costs                                                        (22,401)               (10,022)    (19,078)                 (8,206)
     Rental and other property expenses                                 (114,631)                (59,948)             –                      –
     Children catering and consumables                                    (27,016)                 (8,357)            –                      –
     Advertising and promotions                                             (8,754)                (1,350)            –                      –
     Insurances                                                             (6,126)                (2,918)       (259)                    (74)
     Communication                                                          (4,893)                (2,451)            –                      –
     Travel                                                                 (6,867)                (2,175)           (6)                    (4)
     Other                                                                (38,608)               (15,718)      (1,219)                  (513)
     Profit before income tax expense                                     120,418                  60,303      38,287                 22,737
     Income tax expense                                        3(a)       (39,308)               (16,769)      (4,323)                (2,316)
     Profit from continuing operations                                      81,110                 43,534      33,964                 20,421
     Profit attributable to members of
     the parent entity                                                    81,110                 43,534      33,964                  20,421
     Earnings per share:
     Basic (cents per share)                                    21           27.7                    23.0
     Diluted (cents per share)                                  21           27.7                    22.9
     Notes to the financial statements are included on pages 45 to 97.




40
Balance Sheets
As at 30 June 2006




                                                                               Consolidated                       Company
                                                                       2006                   2005        2006               2005
                                                         Note          $’000                  $’000       $’000              $’000
Current assets
Cash and cash equivalents                                  32       132,470               45,560        57,641              34,189
Trade and other receivables                                 6       114,814               31,139        36,675               7,846
Other financial assets                                       7           252                3,649             –                 500
Inventories                                                 8         5,453                4,226             –                   –
Other                                                       9        26,160               17,304         1,179                 491
Total current assets                                                279,149              101,878        95,495              43,026
Non-current assets
Trade and other receivables                                 6            558                 414         55,754          51,544
Other financial assets                                       7         78,367              31,093      1,765,887         807,367
Property, plant and equipment                              10        241,962              82,714            654             702
Deferred tax assets                                         3         34,579               8,782         14,230           8,744
Childcare licences                                         11      1,343,423             772,697              –               –
Goodwill                                                   12        313,717             175,187              –               –
Other intangible assets                                    13         31,531                 664              –               –
Total non-current assets                                           2,044,137           1,071,551      1,836,525         868,357
Total assets                                                       2,323,286           1,173,429      1,932,020         911,383
Current liabilities
Trade and other payables                                   14       121,601               52,214        11,444                 129
Short-term borrowings                                      15         8,067                4,456             –                   –
Current tax payables                                        3        14,123                3,061        13,380               2,964
Provisions                                                 16         9,540                5,891             –                   –
Other                                                      17           999                    –             –                   –
Total current liabilities                                           154,330               65,622        24,824               3,093
Non-current liabilities
Long-term borrowings                                       15        234,888             246,272        209,107         211,007
Deferred tax liabilities                                    3         77,857              59,649         57,494          56,598
Provisions                                                 16          1,999                 911              –               –
Other                                                      17         16,480               5,723              –               –
Total non-current liabilities                                        331,224             312,555        266,601         267,605
Total liabilities                                                    485,554             378,177        291,425         270,698
Net assets                                                         1,837,732             795,252      1,640,595         640,685
Equity
Issued capital                                             18      1,635,028             636,145      1,635,028         636,145
Reserves                                                   19        109,977             114,033            597              79
Retained earnings                                          20         92,727              45,074          4,970           4,461
Total equity                                                       1,837,732             795,252      1,640,595         640,685
Notes to the financial statements are included on pages 45 to 97.




                                                                                                                                     41
Statement of Changes in Equity
     For the financial year ended 30 June 2006




                                                                           Foreign       Employee       Available-                        Total
                                                             Asset        currency    equity-settled      for-sale              attributable to
                                        Ordinary        revaluation     translation          benefit    revaluation   Retained   equity holders
                                         shares            reserve         reserve          reserve       reserve    earnings     of the entity
                                           $’000              $’000          $’000            $’000          $’000      $’000            $’000
     Balance at 1 July 2005        636,145               114,002               31                 –             –    45,074         795,252
     Gain/(loss) on revaluation
     of licences                          –                 (4,139)              –                –             –          –           (4,139)
     Related income tax on
     revaluations                         –                    100               –                –          266           –              366
     Gain/(loss) on available-for-sale
     investments                          –                       –              –                –         (887)          –             (887)
     Translation of asset
     revaluation reserve                  –                 (1,008)              –                –             –          –           (1,008)
     Exchange differences
     arising on translation of
     foreign operations                   –                       –           473                 –             –          –              473
     Net income recognised
     directly in equity                   –                 (5,047)           473                 –         (621)         –            (5,195)
     Net profit for the year               –                      –              –                 –            –     81,110           81,110
     Total recognised income
     and expense for the year             –                 (5,047)           473                 –         (621)    81,110           75,915
     Transactions with equity
     holders in their capacity
     as equity holders
     Recognition of
     share-based payments             6,492                       –              –                –             –          –            6,492
     Issue of shares –
     share placement               994,704                        –              –                –             –          –        994,704
     Issue of shares –
     dividend reinvestment           11,415                       –              –                –             –          –          11,415
     Transfer from employee
     equity-settled reserve               –                       –              –           1,139              –          –           1,139
     Share issue costs              (19,560)                      –              –               –              –          –         (19,560)
     Related income tax               5,832                       –              –               –              –          –           5,832
     Dividends                            –                       –              –               –              –    (33,457)        (33,457)
     Total issue of shares         998,883                        –              –           1,139              –    (33,457)       966,565
     Balance at
     30 June 2006                1,635,028               108,955              504            1,139          (621)    92,727       1,837,732
     Notes to the financial statements are included on pages 45 to 97.




42
Statement of Changes in Equity
For the financial year ended 30 June 2005




                                                                      Foreign       Employee       Available-                        Total
                                                        Asset        currency    equity-settled      for-sale              attributable to
                                   Ordinary        revaluation     translation          benefit    revaluation   Retained   equity holders
                                    shares            reserve         reserve          reserve       reserve    earnings     of the entity
                                      $’000              $’000          $’000            $’000          $’000      $’000            $’000
Balance at 1 July 2004            124,879              3,834              37                 –             –    20,447         149,197
Gain/(loss) on revaluation
of licences                               –         165,852                 –                –             –          –        165,852
Related income tax on
revaluations                              –          (55,684)               –                –                        –         (55,684)
Exchange differences
arising on translation of
foreign operations                        –                  –             (6)               –             –          –                (6)
Net income recognised
directly in equity                        –         110,168                (6)               –             –         –         110,162
Net profit for the year                    –               –                 –                –             –    43,534          43,534
Total recognised income
and expense for the year                  –         110,168                (6)               –             –    43,534         153,696
Transactions with equity
holders in their capacity
as equity holders
Issue of shares –
share placement                   400,033                    –              –                –             –          –        400,033
Issue of shares –
dividend reinvestment                1,154                   –              –                –             –          –            1,154
Issue of shares – on
scheme of arrangement             108,120                    –              –                –             –          –        108,120
Issue of shares –
exercise options                     8,211                   –              –                –             –          –            8,211
Issue of shares –
other (staff)                          500                   –              –                –             –          –              500
Transfer from employee
equity-settled reserve                    –                  –              –                –             –          –                 –
Recognition of
share-based payments                 4,038                   –              –                –             –          –           4,038
Share issue costs                  (15,090)                  –              –                –             –          –         (15,090)
Related income tax                   4,300                   –              –                –             –          –           4,300
Dividends                                –                   –              –                –             –    (18,907)        (18,907)
Total issue of shares             511,266                    –              –                –             –    (18,907)       492,359
Balance at
30 June 2005                      636,145           114,002               31                 –             –    45,074         795,252
Notes to the financial statements are included on pages 45 to 97.




                                                                                                                                             43
Cash Flow Statements
     For the financial year ended 30 June 2006




                                                                                     Consolidated                          Company
                                                                            2006                     2005         2006                 2005
                                                              Note          $’000                    $’000        $’000                $’000
     Cash flow from operating activities
     Receipts from customers                                             632,352               236,933            1,015                 (162)
     Payment to suppliers and employees                                 (500,598)             (165,061)          (1,966)                (683)
     Interest received                                                      4,961                 2,354           4,394                1,910
     Interest and other costs of finance paid                              (22,237)              (10,022)       (18,910)               (8,206)
     Income tax paid                                                      (25,412)              (21,030)       (24,831)               (6,152)
     Net cash provided by/(used in) operating
     activities                                 32(e)                    89,066                 43,174         (40,298)              (13,293)
     Cash flows from investing activities
     Payment for investment securities                                   (23,832)                (3,020)       (21,239)               (2,737)
     Proceeds on sale of investment securities                             9,601                44,485               –                   862
     Proceeds from repayment/(amounts
     advanced to) related party loans                                           8                        9    (502,371)                    –
     Proceeds from repayment/(amounts
     advanced to) related parties                                             343                    (13)            –           (155,810)
     Amounts advanced to other parties                                    (24,470)               (6,183)       (23,987)             (3,183)
     Payment for property, plant and equipment                          (133,967)              (66,034)           (937)                  –
     Proceeds from sale of property, plant
     and equipment                                                        27,869                13,546                –                 –
     Payment for childcare licences                                     (354,618)             (193,066)          (3,808)                –
     Proceeds from sale of childcare licences                               8,050                    –                –                 –
     Proceeds from/(payments for) other items                              (1,854)                 199                –                 –
     Payment for businesses                       28                    (358,289)             (243,888)       (340,593)          (247,994)
     Net cash used in investing activities                              (851,159)             (453,965)       (892,935)          (408,862)
     Cash flows from financing activities
     Proceeds from issues of equity securities                           994,697               408,742        994,702            408,742
     Payment for share issue costs                                        (19,560)              (15,091)       (19,560)           (15,091)
     Proceeds from borrowings                                               5,545              114,490            5,483            79,900
     Repayment of borrowings                                            (108,532)               (33,873)         (1,900)                –
     Dividends paid:
     members of the parent entity                                        (22,041)               (17,752)       (22,040)           (17,752)
     Net cash provided by financing activities                           850,109                456,516        956,685            455,799
     Net increase in cash and cash equivalents                            88,016                 45,725         23,452             33,644
     Cash and cash equivalents at the beginning
     of the financial year                                                44,131                     (1,588)    34,189                   545
     Effects of exchange rate changes on the
     balance of cash held in foreign currencies                             (430)                       (6)           –                    –
     Cash and cash equivalents at the end
     of the financial year                       32(a)                   131,717                 44,131         57,641                34,189
     Notes to the financial statements are included on pages 45 to 97.




44
Notes for the Financial Statements
For the financial year ended 30 June 2006




Note   Contents                                            Page
1      Summary of Accounting Policies                       46
2      Profit from Operations                                53
3      Income Taxes                                         54
4      Key Management Personnel                             58
5      Remuneration of Auditors                             62
6      Trade and Other Receivables                          62
7      Other Financial Assets                               63
8      Inventories                                          63
9      Other Current Assets                                 63
10     Property, Plant and Equipment                        64
11     Childcare Licences                                   66
12     Goodwill                                             67
13     Other Intangible Assets                              68
14     Trade and Other Payables                             68
15     Borrowings                                           69
16     Provisions                                           70
17     Other Liabilities                                    70
18     Issued Capital                                       71
19     Reserves                                             72
20     Retained Earnings                                    73
21     Earnings per Share                                   73
22     Dividends                                            75
23     Commitments for Expenditure                          76
24     Contingent Liabilities and Contingent Assets         76
25     Leases                                               77
26     Economic Dependency                                  77
27     Subsidiaries                                         78
28     Acquisition of Businesses                            79
29     Segment Information                                  82
30     Related Party Disclosures                            83
31     Subsequent Events                                    85
32     Notes to the Cash Flow Statement                     85
33     Financial Instruments                                86
34     Impacts of the adoption of Australian equivalents
       to International Financial Reporting Standards       89
35     Share-based Payments                                 96
36     Additional Company Information                       97




                                                                  45
Notes for the Financial Statements
     For the financial year ended 30 June 2006




     Note 1. Summary of Accounting Policies                               Reporting Standards”, with 1 July 2004 as the date of transition.
     Statement of compliance                                              Reconciliations and descriptions of the effect of transition from
     The financial report is a general purpose financial report which       previous AGAAP to AIFRS on the Group’s equity and its net
     has been prepared in accordance with the Corporations Act            income are given in note 34.
     2001, Accounting Standards and Urgent Issues Group
                                                                          Historical cost convention
     Interpretations, and complies with other requirements of the
                                                                          These financial statements have been prepared under the
     law. Accounting Standards include Australian equivalents to
                                                                          historical cost convention, as modified by the revaluation of
     International Financial Reporting Standards (“AIFRS”).
                                                                          available-for-sale financial assets, financial assets and liabilities
     Compliance with the AIFRS ensures that the consolidated
                                                                          (including derivative instruments) at fair value through profit or
     financial statements and notes of the consolidated entity
                                                                          loss, certain classes of property, plant and equipment and
     comply with International Financial Reporting Standards
                                                                          investment property. Cost is based on the fair values of the
     (“IFRS”). The parent entity financial statements and notes also
                                                                          consideration given in exchange for assets.
     comply with IFRS except for the disclosure requirements in
     IAS 32 “Financial Instruments: Disclosure and Presentation”          (b) Principles of consolidation
     as the Australian equivalent Accounting Standard, AASB 132           A controlled entity is any entity controlled by A.B.C. Learning
     “Financial Instruments: Disclosure and Presentation” does not        Centres Limited. Control exists where A.B.C. Learning Centres
     require such disclosures to be presented by the parent entity        Limited has the capacity to dominate the decision-making in
     where its separate financial statements are presented together        relation to the financial and operating policies of another entity
     with the consolidated financial statements of the consolidated        so that the other entity operates to achieve the objectives of
     entity.                                                              A.B.C. Learning Centres Limited.
     (a) Basis of accounting                                              The financial statements of the subsidiaries are prepared for the
     The principal accounting policies adopted in the preparation of      same reporting period as the parent Company, using consistent
     the financial report are set out below. These policies have been      accounting policies.
     consistently applied to all the periods presented, unless            All inter-Company balances and transactions between entities in
     otherwise stated.                                                    the Group, including any unrealised profit or losses, have been
     In the application of AIFRS management is required to make           eliminated on consolidation. Where controlled entities have
     judgements, estimates and assumptions about carrying values          entered or left the Group during the year, their operating results
     of assets and liabilities that are not readily apparent from other   have been included from the date control was obtained or until
     sources. The estimates and associated assumptions are based          the date control ceased.
     on historical experience and various other factors that are          (c) Foreign currency translation
     believed to be reasonable under the circumstance, the results        (i) Functional and presentation currencies
     of which form the basis of making the judgements. Actual             Items included in the financial statements of each of the Group’s
     results may differ from these estimates. The estimates and           entities are measured using the currency of the primary
     underlying assumptions are reviewed on an ongoing basis.             economic environment in which the entity operates (“the
     Revisions to accounting estimates are recognised in the period       functional currency”). The consolidated financial statements are
     in which the estimate is revised if the revision affects only that   presented in Australian dollars, which is A.B.C. Learning
     period, or in the period of the revision and future periods if the   Centres Limited functional and presentation currency.
     revision affects both current and future periods.
                                                                          (ii) Transactions and balances
     Judgements made by management in the application of AIFRS            Foreign currency transactions are translated into the functional
     that have significant effects on the financial statements and          currency using the exchange rates prevailing at the dates of the
     estimates with a significant risk of material adjustments in the      transactions. Foreign exchange gains and losses resulting from
     next year are disclosed, where applicable, in the relevant notes     the settlement of such transactions and from the translation at
     to the financial statements.                                          year-end exchange rates of monetary assets and liabilities
     Accounting policies are selected and applied in a manner             denominated in foreign currencies are recognised in the income
     which ensures that the resulting financial information satisfies       statement, except when deferred in equity as qualifying cash
     the concepts of relevance and reliability, thereby ensuring that     flow hedges and qualifying net investment hedges.
     the substance of the underlying transactions or other events         Translation differences on non-monetary items, such as equities
     is reported.                                                         held at fair value through profit or loss, are reported as part
     The Group changed its accounting policies on 1 July 2005 to          of the fair value gain or loss. Translation differences on
     comply with AIFRS. The transition to AIFRS is accounted for in       non-monetary items, such as equities classified as
     accordance with Accounting Standard AASB 1 “First-time               available-for-sale financial assets, are included in the fair value
     Adoption of Australian Equivalents to International Financial        reserve in equity.




46
(iii) Group companies                                                   Where an impairment loss subsequently reverses, the carrying
The results and financial position of all the Group entities (none       amount of the asset (cash-generating unit) is increased to the
of which has the currency of a hyperinflationary economy) that           revised estimate of its recoverable amount, but only to the
have a functional currency different from the presentation              extent that the increased carrying amount does not exceed the
currency are translated into the presentation currency as follows:      carrying amount that would have been determined had no
–   assets and liabilities for each balance sheet presented are         impairment loss been recognised for the asset (cash-generating
    translated at the closing rate at the date of that balance sheet;   unit) in prior years. A reversal of an impairment loss is
                                                                        recognised in profit or loss immediately, unless the relevant
–   income and expenses for each income statement are                   asset is carried at fair value, in which case the reversal of the
    translated at average exchange rates (unless this is not a          impairment loss is treated as a revaluation increase to the
    reasonable approximation of the cumulative effect of the            extent of previous revaluation increments relating to that specific
    rates prevailing on the transaction dates, in which case            asset. Impairment losses recognised for goodwill are not
    income and expenses are translated at the dates of the              subsequently reversed.
    transactions); and
                                                                        (f) Provisions
–   all resulting exchange differences are recognised as a              Provisions are recognised when the group has a present
    separate component of equity.                                       obligation (legal or constructive) as a result of a past event, it is
On consolidation, exchange differences arising from the                 more likely than not that an outflow of resources embodying
translation of any net investment in foreign entities, and of           economic benefits will be required to settle the obligation and a
borrowings and other currency instruments are taken to                  reliable estimate can be made of the amount of obligation.
shareholders’ equity. When a foreign operation is sold or               The amount recognised as a provision is the best-estimate of
borrowings repaid, a proportionate share of such exchange               the consideration required to settle the present obligation at
differences are recognised in the income statement as part of           reporting date, taking into account the risks and uncertainties
the gain or loss on sale.                                               surrounding the obligation. Where a provision is measured using
Goodwill and fair value adjustments arising on the acquisition of       the cash flows estimated to settle the present obligation, its
a foreign entity are treated as assets and liabilities of the foreign   carrying amount is the present value of those cash flows.
entity and translated at the closing rate.                              When some or all of the economic benefits required to settle a
(d) Borrowing costs                                                     provision are expected to be recovered from a third party, the
Borrowing costs incurred for the construction of any qualifying         receivable is recognised as an asset if it is virtually certain that
asset are capitalised during the period of time that is required to     recovery will be received and the amount of the receivable can
complete and prepare the asset for its intended use or sale.            be measured reliably.
Other borrowing costs are expensed.                                     Onerous lease contracts
(e) Impairment of assets                                                An onerous contract is considered to exist where the Group has
Goodwill, childcare licences and other intangible assets that           a contract under which the unavoidable cost of meeting the
have an indefinite useful life are not subject to amortisation and       contractual obligations exceed the economic benefits estimated
are tested annually for impairment, or more frequently if events        to be received. Present obligations arising under onerous
or changes in circumstances indicate that they might be                 contracts are recognised as a provision to the extent that the
impaired. Other assets are reviewed for impairment whenever             present obligation exceeds the economic benefits estimated to
events or changes in circumstances indicate that the carrying           be received.
amount may not be recoverable. Impairment losses are                    Restructuring
recognised for the amount by which the asset’s carrying amount          A provision for restructuring is recognised when the Group has
exceeds its recoverable amount. The recoverable amount is the           developed a detailed formal plan for the restructuring and has
higher of an asset’s fair value less costs to sell and value in use.    raised a valid expectation in those affected. It will carry out the
For the purposes of assessing impairment, assets are grouped            restructuring by:
at the lowest levels for which there are separately identifiable
cash inflows which are largely independent of the cash inflows            –   starting to implement the plan; or
from other assets or groups of assets (cash-generating units).          –   announcing its main features to those affected by it.
If the recoverable amount of an asset (or cash-generating unit)         (g) Segment reporting
is estimated to be less than its carrying amount, the carrying          A business segment is a group of assets and operations
amount of the asset (cash-generating unit) is reduced to its            engaged in providing services that are subject to risks and
recoverable amount. An impairment loss is recognised in profit           returns that are different to those of other business segments.
or loss immediately, unless the relevant asset is carried at fair       A geographical segment is engaged in providing services within
value, in which case the impairment loss is treated as a                a particular economic environment and is subject to risks and
revaluation decrease to the extent of previous revaluation              returns that are different from those of segments operating in
increments relating to that specific asset.                              other economic environments.



                                                                                                                                                47
Notes for the Financial Statements
     For the financial year ended 30 June 2006




     Note 1. Summary of Accounting Policies continued                         when collection of the full nominal amount is no longer
     (h) Income tax                                                           probable. Receivables are normally on 7 to 30 day terms.
     The income tax expense or revenue for the period is the tax
                                                                              (j) Property, plant and equipment
     payable on the current period’s taxable income based on the
                                                                              Land and buildings are measured at cost less accumulated
     national income tax rate for each jurisdiction adjusted by
                                                                              depreciation. Property improvements are depreciated over the
     changes in deferred tax assets and liabilities attributable to
                                                                              period of the lease or estimated useful life, whichever is the
     temporary differences between the tax bases of assets and
                                                                              shorter, using the straight-line method. Plant and equipment is
     liabilities and their carrying amounts in the financial statements,
                                                                              stated at cost less accumulated depreciation. Cost includes
     and to unused tax losses.
                                                                              expenditure that is directly attributable to the acquisition of
     Deferred tax assets and liabilities are recognised for temporary         the items.
     differences at the tax rates expected to apply when the assets
                                                                              Subsequent costs are included in the asset’s carrying amount
     are recovered or liabilities are settled, based on those tax rates
                                                                              or recognised as a separate asset, as appropriate, only when it
     which are enacted or substantively enacted for each jurisdiction.
                                                                              is probable that future economic benefits associated with the
     The relevant tax rates are applied to the cumulative amounts of
                                                                              item will flow to the Group and the cost of the item can be
     deductible and taxable temporary differences to measure the
                                                                              measured reliably. All other repairs and maintenance are
     deferred tax asset or liability. Exception is made for certain
                                                                              charged to the income statement during the financial period in
     temporary differences arising from the initial recognition of an
                                                                              which they are incurred.
     asset or a liability. No deferred tax asset or liability is recognised
     in relation to these temporary differences if they arose in a            Land is not depreciated. Depreciation on other assets is
     transaction, other than a business combination, that at the time         calculated using the straight-line method to allocate their
     of the transaction did not affect either accounting profit or             cost, net of their residual values, over their estimated useful
     taxable profit or loss.                                                   lives as follows:
     Deferred tax assets are recognised for deductible temporary              Buildings – over 20 years;
     differences and unused tax losses only if it is probable that            Plant and equipment – over 2 to 15 years;
     future taxable amounts will be available to utilise those                Property improvements – over 20 years; and
     temporary differences and losses.                                        Motor vehicles under finance lease – over 10 years.
     Deferred tax liabilities and assets are not recognised for               The assets’ residual values and useful lives are reviewed, and
     temporary differences between the carrying amount and tax                adjusted if appropriate, at each balance sheet date.
     bases of investments in controlled entities where the parent             An asset’s carrying amount is written down immediately to its
     entity is able to control the timing of the reversal of the              recoverable amount if the asset’s carrying amount is greater
     temporary differences and it is probable that the differences            than its estimated recoverable amount (note 1(e)).
     will not reverse in the foreseeable future.
                                                                              Gains and losses on disposals are determined by comparing
     Current and deferred tax balances attributable to amounts                proceeds with carrying amount. These are included in the
     recognised in equity, consequently require the tax effect to also        income statement.
     be recognised in equity.
                                                                              An item of property, plant and equipment is derecognised upon
     A.B.C. Learning Centres Limited is the head Company of a                 disposal or when no future economic benefits are expected to
     tax consolidated group under the Tax Consolidation Regime.               arise from the continued use of the asset.
     All Australian wholly owned companies in the Group are part of
     the tax consolidated group and are therefore taxed as a single           Revaluations
     entity. Consequently, A.B.C. Learning Centres Limited is                 Following initial recognition at cost, land and buildings are
     responsible for recognising the current and deferred tax assets          carried at a revalued amount which is fair value at the date of
     and liabilities for the tax consolidated group.                          the revaluation less any subsequent accumulated depreciation
                                                                              on buildings and accumulated impairment losses.
     The Group has notified the Australian Tax Office that it has
     formed an income tax consolidated group to apply from                    Fair value is determined by reference to market-based
     30 June 2004. The tax consolidated group has entered a tax               evidence, which is the amount for which the assets could be
     sharing agreement whereby each Company in the group                      exchanged between a knowledgeable willing buyer and a
     contributes to the income tax payable in proportion to their             knowledgeable willing seller in an arm’s length transaction as at
     contribution to the net profit before tax of the tax consolidated         the valuation date.
     group. Such amounts are reflected in amounts receivable from              Any revaluation surplus is credited to the asset revaluation
     or payable to other entities in the tax consolidated group.              reserve included in the equity section of the balance sheet
     (i) Receivables                                                          unless it reverses a revaluation decrease of the same asset
     Receivables are carried at nominal amounts less any provision            previously recognised in the income statement.
     for doubtful debts. A provision for doubtful debts is recognised




48
Any revaluation deficit is recognised in the income statement          (ii) Loans and receivables
unless it directly offsets a previous surplus of the same asset in    Loans and receivables are non-derivative financial assets with
the asset revaluation reserve.                                        fixed or determinable payments that are not quoted in an active
                                                                      market. They arise when the Group provides money, goods or
In addition, any accumulated depreciation as at revaluation date
                                                                      services directly to a debtor with no intention of selling the
is eliminated against the gross carrying amount of the asset and
                                                                      receivable and are normally on seven- to 30-day terms.
the net amount is restated to the revalued amount of the asset.
                                                                      They are included in current assets, except for those with
Upon disposal, any revaluation reserve relating to the particular
                                                                      maturities greater than 12 months after the balance sheet date
asset being sold is transferred to retained earnings.
                                                                      which are classified as non-current assets. Loans and
Independent valuations are performed with sufficient regularity        receivables are included in receivables in the balance sheet.
to ensure that the carrying amount does not differ materially
                                                                      (iii) Held-to-maturity investments
from the asset’s fair value at the balance sheet date.
                                                                      Non-derivative financial assets with fixed or determinable
(k) Leases                                                            payments and fixed maturity are classified as held-to-maturity
Leases of property, plant and equipment, where the Group has          when the Group has the positive intention and ability to hold to
substantially all the risks and rewards of ownership are classified    maturity. Investments intended to be held for an undefined
as finance leases. Finance leases are capitalised at the lease’s       period are not included in this classification.
inception at the lower of the fair value of the leased property
                                                                      (iv) Available-for-sale financial assets
and the present value of the minimum lease payments. The
                                                                      Available-for-sale financial assets, comprising principally
corresponding rental obligations, net of finance charges, are
                                                                      marketable equity securities, are non-derivatives that are either
included in current and non-current borrowings as appropriate.
                                                                      designated in this category or not classified in any of the other
Each lease payment is allocated between the liability and
                                                                      categories. They are included in non-current assets unless
finance charges so as to achieve a constant rate on the finance
                                                                      management intends to dispose of the investment within
balance outstanding. The interest element of the finance cost is
                                                                      12 months of the balance sheet date.
charged to the income statement over the lease period so as to
produce a constant periodic rate of interest on the remaining         Purchases and sale of financial assets that require delivery of
balance of the liability for each period. The property, plant and     assets within the time frame generally established by regulation
equipment acquired under finance leases is depreciated over            or convention in the market place are recognised on the trade
the shorter of the asset’s useful life and the lease term.            date (i.e. the date that the Group commits to purchase the
                                                                      asset). Investments are initially recognised at fair value plus
Leases in which a significant portion of the risks and rewards of
                                                                      transaction costs for all financial assets not carried at fair value
ownership are retained by the lessor are classified as operating
                                                                      through profit or loss. Financial assets are derecognised when
leases. Payments made under operating leases are charged to
                                                                      the rights to receive cash flows from the financial assets have
the income statement on a straight-line basis over the period of
                                                                      expired or have been transferred and the Group has transferred
the lease. Amounts accrued in respect of rental increases
                                                                      substantially all the risks and rewards of ownership.
payable under operating lease commitments in future periods
are classified as other liabilities.                                   Available-for-sale financial assets and financial assets at fair
                                                                      value through profit and loss are subsequently carried at fair
(l) Investments and other financial assets
                                                                      value. Loans and receivables and held-to-maturity investments
The Group classifies its investments in the following categories;
                                                                      are carried at amortised cost using the effective interest
financial assets at fair value through profit or loss, loans and
                                                                      method. Realised and unrealised gains and losses arising from
receivables, held-to-maturity investments and available-for-sale
                                                                      changes in the fair value of the “financial assets at fair value
financial assets. The classification depends on the purpose for
                                                                      through profit or loss” category are included in the income
which the investments were acquired. Management determines
                                                                      statement in the period in which they arise. Unrealised gains
the classification of its investments at initial recognition and
                                                                      and losses arising from changes in the fair value of
re-evaluates this designation at each reporting date.
                                                                      non-monetary securities classified as available-for-sale are
(i) Financial assets at fair value through profit or loss              recognised in equity in the available-for-sale investments
This category has two sub-categories: financial assets held for        revaluation reserve. When securities classified as
trading, and those designated at fair value through profit or loss     available-for-sale are sold or impaired, the accumulated fair
on initial recognition. A financial asset is classified in this         value adjustments are included in the income statement as
category if acquired principally for the purpose of selling in the    gains and losses from investment securities.
short term or if so designated by management. The policy of
                                                                      For investments that are actively traded in organised financial
management is to designate a financial asset if there exists the
                                                                      markets, fair value is determined by reference to Stock
possibility it will be sold in the short term and the asset is
                                                                      Exchange quoted market bid prices at the close of business on
subject to frequent changes in fair value. Assets in this category
                                                                      the balance sheet date.
are classified as current assets if they are either held for trading
or are expected to be realised within 12 months of the balance
sheet date.


                                                                                                                                            49
Notes for the Financial Statements
     For the financial year ended 30 June 2006




     Note 1. Summary of Accounting Policies continued                        –   the Employee Share Plan, which provides benefits to
     (m) Borrowings                                                              Australian head office employees; and
     Borrowings are initially recognised at fair value. Borrowings are
                                                                             –   the Employee Share Option Plan, which provides benefits to
     subsequently measured at amortised cost. Any difference
                                                                                 the Executives of the US operations.
     between the proceeds and the redemption amount is
     recognised in the income statement over the period of the               The cost of the equity-settled transactions outlined above are
     borrowings using the effective interest method.                         measured by reference to the fair value of the equity instrument
                                                                             at the date at which they are granted. The fair value of share
     Redeemable converting preference shares are classified as
                                                                             options granted is measured by use of the Black Scholes
     liabilities. The dividends on these preference shares are
                                                                             model. The expected life used in the model has been adjusted,
     recognised in the income statement as interest expense.
                                                                             based on management’s best estimate, for the effects of
     Borrowings are classified as current liabilities unless the Group        non-transferability, exercise restrictions and behavioural
     has an unconditional right to defer settlement of the liability for     considerations. The fair value of shares granted is measured
     at least 12 months after the balance sheet date.                        using the market price at the date of grant.
     (n) Trade and other payables                                            The cost of equity-settled transactions is recognised, together
     Liabilities are recognised for amounts to be paid in the future for     with a corresponding increase in equity, over the period in which
     goods and services received, whether or not billed to the               the performance and/or services conditions are fulfilled, ending
     Group. These liabilities are normally settled on 30 day terms.          on the date on which the relevant employee/carer becomes fully
     (o) Inventories                                                         entitled to the award (vesting period).
     Inventories are measured at the lower of cost and net                   The dilutive effect, if any, of outstanding options is reflected as
     realisable value.                                                       additional share dilution in the computation of earnings per
     (p) Employee benefits                                                    share (see note 21).
     (i) Wages and salaries, annual leave and sick leave                     (q) Cash and cash equivalents
     Liabilities for wages and salaries, including non-monetary              Cash and cash equivalents includes cash on hand, deposits
     benefits, annual leave and vesting sick leave expected to be             held at call with financial institutions, other short-term, highly
     settled within 12 months of the reporting date are recognised           liquid investments with original maturities of three months or
     in other payables and provisions in respect of employees’               less that are readily convertible to known amounts of cash and
     services up to the reporting date are measured at the amounts           which are subject to an insignificant risk of changes in value,
     expected to be paid when the liabilities are settled. Liabilities for   and bank overdrafts. Bank overdrafts are shown within
     non-vesting sick leave are recognised when the leave is taken           borrowings in current liabilities on the balance sheet.
     and measured at the rates paid or payable.
                                                                             (r) Revenue recognition
     (ii) Long service leave                                                 Revenue from the rendering of a service is recognised upon
     The liability for long service leave is recognised in the provision     delivery of the service to the customers.
     for employee benefits and measured as the present value of
                                                                             Interest revenue is recognised on a proportional basis taking
     expected future payments to be made in respect of services
                                                                             into account the interest rates applicable to the financial assets.
     provided by employees up to the reporting date. Consideration
     is given to expected future wage and salary levels, experience          Dividend revenue is recognised when the right to receive a
     of employee departures and periods of service. Expected future          dividend has been established.
     payments are discounted using market yields at the reporting            Lease income from operating leases is recognised in income on
     date on national government bonds with terms to maturity and            a straight-line basis over the term of the lease.
     currency that match, as closely as possible, the estimated
     future cash outflows.                                                    Royalty revenue is recognised when the right to receive the
                                                                             royalty has been established.
     (iii) Share-based payments
     The Group makes equity-settled share-based payments only.               All revenue is stated net of the amount of goods and services
     The Group provides benefits to employees and carers in the               tax (GST).
     form of share-based payments, whereby employees and carers              (s) Goods and services tax (“GST”)
     render services in exchange for shares or rights over shares            Revenues, expenses and assets are recognised net of the
     (equity-settled transactions).                                          amount of GST, except where the amount of GST incurred
     There are currently three types of share-based payments                 is not recoverable from the taxation authority. In these
     provided by the Group;                                                  circumstances the GST is recognised as part of the cost of
                                                                             acquisition of the asset or as part of an item of the expense.
     –   the Carers Share Plan, which provides benefits to the                Receivables and payables in the statement of financial position
         employees of regional management companies;                         are shown inclusive of GST.




50
Cash flows are presented on a gross basis. The GST                         Goodwill
components of cash flows arising from investing or financing                Goodwill represents the excess of the cost of an acquisition
activities which are recoverable from, or payable to the taxation         over the fair value of the Group’s share of the net identifiable
authority, are presented as operating cash flow.                           assets of the acquired subsidiary at the date of acquisition.
                                                                          Goodwill on acquisitions of subsidiaries is included as an
(t) Rounding of amounts
                                                                          intangible asset. Goodwill acquired in business combinations is
The parent entity has applied the relief available to it under ASIC
                                                                          not amortised and instead is tested for impairment annually, or
Class Order 98/0100 and accordingly, amounts in the financial
                                                                          more frequently if events or changes in circumstances indicate
report and Directors’ Report have been rounded off to the
                                                                          that it might be impaired, and is carried at cost less
nearest $1,000.
                                                                          accumulated impairment losses.
(u) Acquisitions of assets
                                                                          For the purpose of impairment testing, goodwill acquired in a
The purchase method of accounting is used for all acquisitions
                                                                          business combination is, from the acquisition date, allocated
of assets (including business combinations) regardless of
                                                                          to each of the Group’s cash-generating units, or groups of
whether equity instruments or other assets are acquired. Cost is
                                                                          cash-generating units, that are expected to benefit from the
measured as the fair value of the assets given, shares issued or
                                                                          synergies of the combination, irrespective of whether other
liabilities incurred or assumed at the date of exchange plus
                                                                          assets or liabilities of the Group are assigned to those units
costs directly attributable to the acquisition. Where equity
                                                                          or group of units.
instruments are issued in an acquisition, the value of the
instruments is their market price as at the date of exchange,             Each unit or group of units to which goodwill is allocated:
unless in rare circumstances, it can be demonstrated that the             –   represents the lowest level within the Group at which
published market price as at the date of exchange is an                       goodwill is monitored for internal management purposes;
unreliable indicator of fair value and that other evidence and                and
valuation methods provide a more reliable measure of fair value.
Transaction costs arising on the issue of equity instruments are          –   is not larger than a segment based on either the Group’s
recognised directly in equity.                                                primary or the Group’s secondary reporting format
                                                                              determined in accordance with AASB 114 “Segment
Where settlement of any part of cash consideration is deferred,               Reporting”.
the amounts payable in the future are discounted to their
present value as at the date of the acquisition. The discount             Other
rate used is the entity’s incremental borrowing rate, being the           Other intangible assets include financial, childcare, education,
rate at which a similar borrowing could be obtained from an               curriculum, trademarks and franchise agreements and are
independent financier under comparable terms and conditions.               recorded at cost less amortisation and impairment. Amortisation
                                                                          of other intangible assets is calculated using the straight-line
Identifiable assets acquired and liabilities and contingent                method to allocate their cost over their estimated useful lives
liabilities assumed in a business combination are measured                as follows:
initially at their fair values at the acquisition date, irrespective of
the extent of any minority interest. The excess of the cost of            –   curriculum – over 15 years
acquisition over the fair value of the Group’s share of the               –   trademarks – over 20 years
identifiable net assets acquired is recorded as goodwill. If the
cost of acquisition is less than the fair value of the net assets of      –   franchise agreements – over 15 years
the subsidiary acquired, the difference is recognised directly in         –   financial systems – over 2.5 years
the income statement, but only after a reassessment of the
                                                                          (w) Earnings per share
identification and measurement of the net assets acquired.
                                                                          Basic earnings per share
(v) Intangible assets and expenditure carried forward                     Basic earnings per share is determined by dividing net profit
Childcare licences                                                        after income tax attributable to members of the Company,
Childcare licences are recorded at fair value less any                    excluding any costs of servicing equity other than ordinary
subsequent accumulated impairment losses.                                 shares, by weighted average number of ordinary shares
Childcare licences are intangible assets and are initially recorded       outstanding during the half-year, adjusted for bonus elements in
at cost. Childcare licences are acquired and therefore are not            ordinary shares issued during the year.
internally generated. Subsequent to initial recognition licences are      Diluted earnings per share
recorded at their fair value with reference to an active market.          Diluted earnings per share adjusts the figures used in the
Childcare licences are also regarded as having an indefinite useful        determination of basic earnings per share to take into account
life as there is no foreseeable limit to the period over which the        the finance costs with dilutive potential ordinary shares and the
asset is expected to generate net cash inflows for the Group.              weighted average number of shares assumed to have been
Intangible assets with an indefinite useful life are not amortised         issued for no consideration in relation to dilutive potential
but are tested for impairment in accordance with note 1(e).               ordinary shares.




                                                                                                                                             51
Notes for the Financial Statements
     For the financial year ended 30 June 2006




     Note 1. Summary of Accounting Policies continued                       costs to sell. A gain is recognised for any subsequent increases
     (x) Contributed equity                                                 in fair value less costs to sell of an asset (or disposal group), but
     Ordinary shares are classified as equity. Preference shares are         not in excess of any cumulative impairment loss previously
     classified as liabilities.                                              recognised. A gain or loss not previously recognised by the date
     Incremental costs directly attributable to the issue of new shares     of the sale of the non-current asset (or disposal group) is
     or options are shown in equity as a deduction, net of tax, from        recognised at the date of derecognition.
     the proceeds. Incremental costs directly attributable to the issue     Non-current assets (including those that are part of a disposal
     of new shares or options, or for the acquisition of a business,        group) are not depreciated or amortised while they are classified
     are included in the cost of the acquisition as part of the             as held for sale. Interest and other expenses attributable to the
     purchase consideration.                                                liabilities of a disposal group classified as held for sale continue
     (y) Assets (or disposal groups) held for sale                          to be recognised.
     Assets (or disposal groups) are classified as held for sale and         Non-current assets classified as held for sale and the assets of a
     stated at the lower of their carrying amount and fair value less       disposal group classified as held for sale are presented separately
     costs to sell if their carrying amount will be recovered principally   from the other assets in the balance sheet. The liabilities of a
     through a sale transaction rather than through continuing use.         disposal group classified as held for sale are presented separately
     Impairment losses are recognised for any initial or subsequent         from the other liabilities in the balance sheet.
     write down of the asset (or disposal group) to fair value less




52
Consolidated                    Company
                                                                 2006                   2005     2006               2005
Note 2. Profit from Operations                                   $’000                  $’000    $’000              $’000
(a) Revenue
Revenue from continuing operations consisted
of the following items:
Revenue from the rendering of services                       592,176              230,621           –                  –
                                                             592,176              230,621           –                  –
(b) Other income
Rental revenue:
Operating lease rental revenue                                   525                    431       45                 45
Interest revenue:
Bank deposits                                                  4,510                   2,354    3,942              1,910
Interest-bearing loans                                           812                       –      812                  –
Controlled entities                                                –                       –   27,243             11,256
                                                               5,322                   2,354   31,997             13,166
Royalties                                                      5,706                       –        –                  –
Dividends:
Subsidiaries                                                       –                      –    35,486             22,958
Other entities                                                 4,325                      4         –                  –
                                                               4,325                      4    35,486             22,958
Other                                                          1,364                      –         –                  2
Attributable to:
Continuing operations                                         17,242                   2,789   67,528             36,171
Gain/(loss) on disposal of property, plant,
and childcare licences                                        22,175                4,726           –                 41
Gain/(loss) on disposal of investments                          (143)              14,541           –                  –
Gains attributable to continuing operations                   22,032               19,267           –                 41
Total other income from continuing operations                 39,274               22,056      67,528             36,212
Total revenue and other income from continuing operations    631,450              252,677      67,528             36,212
(c) Profit before income tax
Profit/(loss) before income tax has been arrived at after
charging the following expenses.
Finance costs:
Interest on loans                                             17,111                5,558      14,696              4,156
Dividends on instruments classified as financial liabilities     4,050                4,050       4,050              4,050
Other finance costs                                             1,240                  414         332                  –
Total finance costs                                            22,401               10,022      19,078              8,206
Net bad and doubtful debts arising from:
Other entities                                                 1,062                      59        –                  –
Impairment of investments                                      1,000                   1,603    1,000                  –
Impairment of property, plant and equipment                    1,922                       –        –                  –
Impairment of childcare licences                               8,424                       –        –                  –
Total impairment                                              11,346                   1,603    1,000                  –




                                                                                                                           53
Notes for the Financial Statements
     For the financial year ended 30 June 2006




                                                                              Consolidated                      Company
                                                                      2006                    2005      2006                2005
     Note 2. Profit from Operations continued                         $’000                   $’000     $’000               $’000
     Depreciation of non-current assets                            14,233                 5,282          48                  48
     Amortisation of non-current assets                               926                     –           –                   –
     Amortisation of onerous contracts                                 (86)                   –           –                   –
                                                                   15,073                 5,282          48                  48
     Operating lease rental expenses                               93,813                51,439           –                   –
                                                                   93,813                51,439           –                   –
     Employee benefit expense:
     Share-based payments:
     Equity-settled share-based payments                            6,492                 4,038       6,492                4,038
     Executive option plan                                          1,139                     –       1,139                    –
                                                                    7,631                 4,038       7,631                4,038
     Termination benefits                                              277                     –           –                    –
     Other employee benefits                                       232,678                76,890           –                  592
     Total employee benefits                                       240,586                80,928       7,631                4,630
                                                                              Consolidated                      Company
                                                                      2006                    2005      2006                2005
     Note 3. Income Taxes                                            $’000                   $’000     $’000               $’000
     (a) Income tax recognised in profit
     Tax expense/(income) comprises:
     Current tax expense/(income)                                  39,370                15,836       5,282                2,306
     Adjustments recognised in the current year in relation
     to the current tax of prior years                               (284)                      –       (144)                  –
     Deferred tax expense/(income) relating to the origination
     and reversal of temporary differences                            222                   933        (815)                  10
     Total tax expense/(income)                                    39,308                16,769       4,323                2,316
     Attributable to:
     Continuing operations                                         39,308                16,769       4,323                2,316
     The prima facie income tax expense on pre-tax accounting
     profit from operations reconciles to the income tax expense
     in the financial statements as follows:
     Profit from continuing operations                             120,418                60,303      38,287               22,737
     Profit from operations                                        120,418                60,303      38,287               22,737
     Income tax expense calculated at 30%                          36,126                18,091       11,486               6,821
     Equity-based payment expenses                                  2,290                  1,211       2,289               1,135
     Interest on redeemable converting preference shares            1,215                  1,136       1,215               1,136
     Dividends from related entities                                    –                      –     (10,646)             (6,887)
     Non-assessable capital gains                                       –                 (4,952)          –                   –
     Other non-assessable/non-deductible items                       (520)                 1,252         123                 111
     Effect on varying rates of tax on overseas income                481                     31           –                   –
                                                                   39,592                16,769        4,467               2,316
     (Over)/under provision of income tax in previous year           (284)                     –        (144)                  –
                                                                   39,308                16,769        4,323               2,316




54
The tax rates used in the reconciliations are the corporate tax rates of 30%, 33% and 36.64% payable by Australian, New Zealand
and United States of America corporate entities, respectively, on taxable profits under tax laws in each jurisdiction. There has been
no change in Australian and New Zealand corporate tax when compared with previous reporting period.
                                                                            Consolidated                            Company
                                                                     2006                   2005           2006                2005
                                                                    $’000                   $’000          $’000               $’000
(b) Income tax recognised directly in equity
The following current and deferred amounts were charged
directly to equity during the period:
Current tax:
Share – issue expenses                                            (2,322)                  (1,155)        (2,322)             (1,155)
Deferred tax:
Childcare licence revaluations                                      (100)              55,684                  –                   –
Revaluations of available-for-sale securities                       (266)                    –              (266)                  –
Share issue expenses deductible over five years                    (3,510)               (3,145)           (3,510)             (3,145)
                                                                  (6,198)              51,384             (6,098)             (4,300)
(c) Current tax assets and liabilities
Current tax assets:
Tax refund receivable                                                   –                       –              –                   –
                                                                        –                       –              –                   –
Current tax payables:
Income tax payable attributable to:
Parent entity                                                      2,960                   1,112          2,960                1,111
Entities in the tax consolidated group                            10,420                   1,849         10,420                1,853
Other                                                                743                     100              –                    –
                                                                  14,123                   3,061         13,380                2,964
(d) Deferred tax balances
Deferred tax assets comprise:
Tax losses – revenue                                               4,174                       –              –                    –
Tax losses – capital                                                   –                       –              –                    –
Temporary differences                                             30,405                   8,782         14,230                8,744
                                                                  34,579                   8,782         14,230                8,744
Deferred tax liabilities comprise:
Temporary differences                                             77,857               59,649            57,494               56,598
                                                                  77,857               59,649            57,494               56,598




                                                                                                                                        55
Notes for the Financial Statements
     For the financial year ended 30 June 2006




     Note 3. Income Taxes continued
     Taxable and deductible temporary differences arise from the following:
                                                                                 Consolidated
                                                  Opening         Charged     Charged     Acquisitions/            Closing
                                                  balance       to income     to equity      disposals     Other   balance
     2006                                           $’000            $’000        $’000          $’000     $’000     $’000
     Gross deferred tax liabilities:
     Licences                                     (57,119)              –         100                 –       –    (57,019)
     Property, plant and equipment                  (2,110)        (1,409)          –           (16,707)      –    (20,226)
     Other items                                      (420)           283           –              (475)      –       (612)
                                                  (59,649)         (1,126)        100           (17,182)      –    (77,857)
     Gross deferred tax assets:
     Share issue expenses                           4,216               –       3,510                –        –      7,726
     Lease accrual                                  1,717          1,790            –            2,102        –      5,609
     Employee provisions                            1,919           (264)           –            3,585        –      5,240
     Property, plant and equipment (USA)                –             (31)          –            7,519        –      7,488
     Tax losses (USA)                                   –           (832)           –            5,006        –      4,174
     Other items                                      930            241          266            2,905        –      4,342
                                                    8,782            904        3,776           21,117        –     34,579
                                                  (50,867)          (222)       3,876            3,935        –    (43,278)
     Attributable to:
     Continuing operations                                                                                         (43,278)
                                                                                                                   (43,278)

                                                                                   Company
                                                  Opening         Charged     Charged     Acquisitions/            Closing
                                                  balance       to income     to equity      disposals     Other   balance
     2006                                           $’000            $’000        $’000          $’000     $’000     $’000
     Gross deferred tax liabilities:
     Licences                                            –              –            –                –       –          –
     Property, plant and equipment                       –              –            –                –       –          –
     Other items                                         –              –            –                –       –          –
                                                         –              –            –                –       –          –
     Gross deferred tax assets:
     Share issue expenses                           4,216              –        3,510                 –       –     7,726
     Lease accrual                                      –              –            –                 –       –         –
     Employee provisions                                –              –            –                 –       –         –
     Other items                                        5            815          266                 –       –     1,086
                                                    4,221            815        3,776                 –       –     8,812
                                                    4,221            815        3,776                 –       –     8,812
     Add: Balances recognised in relation to
     entities in the tax consolidated group:
     Gross deferred tax assets                                                                                       5,418
     Gross deferred tax liabilities                                                                                (57,494)
                                                                                                                   (43,264)




56
Taxable and deductible temporary differences arise from the following:
                                                                            Consolidated
                                             Opening         Charged     Charged     Acquisitions/           Closing
                                             balance       to income     to equity      disposals    Other   balance
2005                                           $’000            $’000        $’000          $’000    $’000     $’000
Gross deferred tax liabilities:
Licences                                      (1,435)              –     (55,684)               –       –    (57,119)
Property, plant and equipment                 (1,292)           (818)          –                –       –      (2,110)
Other items                                     (229)            992           –           (1,183)      –        (420)
                                              (2,956)            174     (55,684)          (1,183)      –    (59,649)
Gross deferred tax assets:
Share issue expenses                           1,071               –       3,145               –        –      4,216
Lease accrual                                    647           1,070           –               –        –      1,717
Employee provisions                               95             521           –           1,303        –      1,919
Property, plant and equipment (USA)                –               –           –               –        –          –
Tax losses (USA)                                   –               –           –               –        –          –
Other items                                       18          (2,698)          –           3,610        –        930
                                               1,831          (1,107)      3,145           4,913        –      8,782
                                              (1,125)           (933)    (52,539)          3,730        –    (50,867)
Attributable to:
Continuing operations                                                                                        (50,867)
                                                                                                             (50,867)

                                                                              Company
                                             Opening         Charged     Charged     Acquisitions/           Closing
                                             balance       to income     to equity      disposals    Other   balance
2005                                           $’000            $’000        $’000          $’000    $’000     $’000
Gross deferred tax liabilities:
Licences                                           –               –            –               –       –           –
Property, plant and equipment                      –               –            –               –       –           –
Other items                                        –               –            –               –       –           –
                                                   –               –            –               –       –           –
Gross deferred tax assets:
Share issue expenses                           1,071               –       3,145                –       –      4,216
Lease accrual                                      –               –           –                –       –          –
Employee provisions                                –               –           –                –       –          –
Other items                                       15             (10)          –                –       –          5
                                               1,086             (10)      3,145                –       –      4,221
                                               1,086             (10)      3,145                –       –      4,221
Add: Balances recognised in relation to
entities in the tax consolidated group:
Gross deferred tax assets                                                                                      4,523
Gross deferred tax liabilities                                                                               (56,598)
                                                                                                             (47,855)




                                                                                                                         57
Notes for the Financial Statements
     For the financial year ended 30 June 2006




     Note 4. Key Management Personnel
     Details of Key Management Personnel
     The Key Management Personnel of A.B.C. Learning Centres Limited during the year were:
     –   Mrs S Atkinson AO (Chairman – Non-Executive)
     –   Mr E S Groves (Chief Executive Officer – Operations (Global))
     –   Dr L A Groves (Chief Executive Officer – Education)
     –   Mr W E Bessemer (Non-Executive Director)
     –   Mr M V Kemp (Chief Executive Officer – Operations (Australia and New Zealand))
     –   Mr D J Ryan (Non-Executive Director)
     –   Hon. L J Anthony (Non-Executive Director)
     –   Ms J M Reynolds (Chief Operating Officer)
     –   Mr M P Loveday (Chief Financial Officer)
     –   Ms J G Bannan (Company Secretary and General Counsel)
     –   Mr W Davis (President and Chief Executive Officer – Learning Care Group Inc.)
     –   Mr F Jerneycic (Chief Financial Officer and Treasurer – Learning Care Group Inc.)
     –   Mrs K Myers (Chief Operating Officer – Learning Care Group Inc.)
     –   Mr S Smith (Human Resources Vice President – Learning Care Group Inc.)
     (a) Key Management Personnel compensation
     The aggregate compensation of the Key Management Personnel of the Group and the Company is set out below:
                                                                                 Consolidated                              Company
                                                                          2006                  2005               2006               2005
                                                                         $’000                  $’000              $’000              $’000
     Australia
     Short-term employee benefits                                        1,755                   1,692               200                166
     Post-employment benefits                                              141                     148                14                 15
     Share-based payment                                                  697                     946               697                946
                                                                        2,593                   2,786               911              1,127
     United States of America (AUD)
     Short-term employee benefits                                          999                       –                 –                   –
     Post-employment benefits                                               14                       –                 –                   –
     Share-based payment                                                5,403                       –             5,403                   –
                                                                        6,416                       –             5,403                   –
     The Company has taken advantage of the relief provided by ASIC Class Order 06/50 and has transferred the detailed Key
     Management Personnel remuneration disclosures to the Directors’ Report. The relevant information can be found in remuneration
     report on pages 27 to 34.
     (b) Executive share options of A.B.C. Learning Centres Limited
                                                                                                                                    Balance
                                                 Balance at     Granted as                          Net other     Balance at       Vested at
                                                1 July 2005   remuneration        Exercised          change     30 June 2006   30 June 2006
     2006                                               No.            No.              No.               No.            No.            No.
     W Davis                                             –     1,083,000                  –                –     1,083,000                –
     F Jerneycic                                         –       375,145                  –                –       375,145                –
     K Myers                                             –       334,807                  –                –       334,807                –
     S Smith                                             –       119,239                  –                –       119,239                –
                                                         –     1,912,191                  –                –     1,912,191                –




58
Executive share options of A.B.C. Learning Centres Limited
                                                                                                                                    Balance
                                             Balance at      Granted as                        Net other       Balance at          vested at
                                            1 July 2004    remuneration      Exercised          change       30 June 2005      30 June 2005
2005                                                No.             No.            No.               No.              No.               No.
Nil                                                  –               –                –               –                  –                –
                                                     –               –                –               –                  –                –
                                                     –               –                –               –                  –                –
An initial incentive award of options valued at $5,403,302 were provided to the senior executives of the Learning Care Group, Inc. in
return for the execution of their employment agreements.
These options will vest at the rate of 20% per year on each anniversary, or upon earlier cessation of employment. Shares issued
upon exercise of options will rank equally in all respects with existing fully paid ordinary shares.
Further details on options provided as remuneration and shares issued on the exercise of such options, together with the terms and
conditions of the options can be found in the remuneration report on pages 27 to 34 of the Directors’ Report.
The following share-based payment arrangements were in existence during the period:
Options series                                                     Number             Grant date           Expiry date        Exercise price
                                                                                                                                           $
1                                                               1,912,191          27-Jan-06               27-Jan-11                  7.35
In accordance with the terms of the share-based payment arrangement, options issued on 27 January 2006 vest as detailed below:
–     382,438 options vest on 27 January 2007
–     382,438 options vest on 27 January 2008
–     1,147,315 options vest on 27 January 2009
For further detail on the policy for options granted refer to the remuneration report on pages 27 to 34 of the Directors’ Report.
The weighted average fair value of the share options granted during the financial year is $5,403,302 (2005: nil). Options were priced
using a Black Scholes Option Valuation Formula. Where relevant, the expected life used in the model has been adjusted based on
the details as follows:
The model inputs for options granted during the year ended 30 June 2006 included:
(a) Grant date share price: $7.61
(b) Exercise price: $7.35
(c) Expected volatility: 28.992%
(d) Option life: 5.00274 years
(e) Dividend yield: 1.84%
(f) Risk-free interest rate: 5.31%
The following reconciles the outstanding share options granted under the ABC Executive option plan at the beginning and end of
the financial year:
                                                                               2006                                          2005
                                                                 Number of   Weighted average               Number of    Weighted average
                                                                   options      exercise price                options       exercise price
                                                                       No.                   $                    No.                    $
Balance at beginning of the financial year                               –
Granted during the financial year                                1,912,191                  7.35            2,550,000                  3.22
Forfeited during the financial year                                      –                     –                                          –
Exercised during the financial year                   (i)                –                     –            (2,550,000)                   –
Expired during the financial year                                        –                     –                     –                    –
Balance at end of the financial year                             1,912,191                                           –
Exercisable at end of the financial year                         1,912,191                     –                     –                     –




                                                                                                                                               59
Notes for the Financial Statements
     For the financial year ended 30 June 2006




     Note 4. Key Management Personnel continued
     (b) Executive share options of A.B.C. Learning Centres Limited continued
     (i) Exercised during the financial year
     The following share options granted under the ABC Directors option plan were exercised during the financial year:
     2006                                Number exercised                           Exercise date              Share price at exercise date
     Options series                                                                                                                       $
     Nil                                                –                                       –                                        –

     2005                                Number exercised                           Exercise date              Share price at exercise date
     Options series                                                                                                                       $
     S Atkinson                                 210,000                                7-Jun-05                                      4.92
     E S Groves                                 745,000                                9-Mar-05                                      5.61
     L A Groves                                 745,000                                9-Mar-05                                      5.61
     W E Bessemer                               105,000                                7-Jun-05                                      4.92
     M V Kemp                                   640,000                                9-Mar-05                                      5.61
     D J Ryan                                   105,000                                7-Jun-05                                      4.92
                                              2,550,000
     (c) Fully paid ordinary shares of A.B.C. Learning Centres Limited
                                                Balance at        Granted as         Received on                               Balance at
                                               1 July 2005      remuneration   exercise of options   Net other change        30 June 2006
     2006                                              No.               No.                   No.                No.                 No.
     Directors of A.B.C. Learning Centres
     Limited
     Ordinary shares
     S Atkinson                              695,000                       –                    –                 –             695,000
     E S Groves                           18,595,000                       –                    –        (1,797,500)         16,797,500
     L A Groves                           18,608,000                       –                    –        (1,797,500)         16,810,500
     W E Bessemer                            105,000                       –                    –                 –             105,000
     M V Kemp                              9,099,545                       –                    –         1,362,714          10,462,259
     D J Ryan                                235,000                       –                    –             4,595             239,595
     L J Anthony                              25,000                       –                    –            81,622             106,622
     Other Key Management Personnel of
     the Group
     Ordinary shares
     J M Reynolds                            112,035                 55,000                     –            (66,200)            100,835
     M P Loveday                              50,000                 50,000                     –          (100,000)                   –
     J G Bannan                               30,000                 30,000                     –            (33,000)             27,000
     W Davis                                       –                      –                     –           229,000              229,000
     F Jerneycic                                   –                      –                     –             20,000              20,000
     K Myers                                       –                      –                     –             20,000              20,000
     S Smith                                       –                      –                     –             15,000              15,000




60
Balance at        Granted as         Received on                          Balance at
                                         1 July 2004      remuneration   exercise of options   Net other change   30 June 2005
2005                                             No.               No.                   No.                No.            No.
Directors of A.B.C. Learning Centres
Limited
Ordinary shares
S Atkinson                              500,000                     –             210,000              (15,000)      695,000
E S Groves                           16,033,755                     –             745,000           1,816,245     18,595,000
L A Groves                           17,861,715                     –             745,000                1,285    18,608,000
W E Bessemer                            375,000                     –             105,000            (375,000)       105,000
M V Kemp                              5,459,545                     –             640,000           3,000,000      9,099,545
D J Ryan                                 30,000                     –             105,000             100,000        235,000
L J Anthony                                   –                     –                   –               25,000        25,000
Other Key Management Personnel of
the Group
Ordinary shares
J M Reynolds                             56,000               55,000                      –             1,035        112,035
M P Loveday                                   –               50,000                      –                 –         50,000
J G Bannan                                    –               30,000                      –                 –         30,000
(d) Redeemable converting preference shares of A.B.C. Learning Centres Limited
                                          Balance at        Granted as         Received on                          Balance at
                                         1 July 2005      remuneration   exercise of options   Net other change   30 June 2006
2006                                             No.               No.                   No.                No.            No.
M V Kemp                                    50,000                  –                     –                  –        50,000
                                            50,000                  –                     –                  –        50,000
                                          Balance at        Granted as         Received on                          Balance at
                                         1 July 2004      remuneration   exercise of options   Net other change   30 June 2005
2005                                             No.               No.                   No.                No.            No.
M V Kemp                                    50,000                  –                     –                 –         50,000
D J Ryan                                    40,000                  –                     –           (40,000)             –
                                            90,000                  –                     –           (40,000)        50,000

(e) Loans to Key Management Personnel
There are no loans made or outstanding with Directors and other Key Management Personnel of the Group, including any related
parties at 30 June 2006 (2005: nil).
(f) Other transactions with Key Management Personnel
During the year no loans were advanced by the Group to Key Management Personnel (2005: nil).




                                                                                                                                 61
Notes for the Financial Statements
     For the financial year ended 30 June 2006




                                                                                                 Consolidated                                    Company
                                                                                         2006                   2005                    2006                    2005
     Note 5. Remuneration of Auditors                            Note                    $’000                  $’000                   $’000                   $’000
     Auditor of the parent entity                                   (i)
     Audit or review of the financial report                                               449                    229                      74                       26
     Taxation services                                                                      –                      5                       –                        5
     Other assurance services                                                               8                     32                       –                        4
     Due diligence                                                                          –                     63                       –                       63
                                                                                          457                    329                      74                       98
     Other auditors                                                 (ii)
     Auditing the financial report                                                         164                      –                       –                        –
                                                                                          621                    329                      74                       98
     (i) The auditor of A.B.C. Learning Centres Limited and Australian subsidiaries is Pitcher Partners, an independent member of Baker Tilly International.
     (ii) The auditor of Learning Care Group, Inc. is Rehmann Robson, an independent member of Baker Tilly International.

                                                                                                 Consolidated                                    Company
                                                                                          2006                   2005                    2006                    2005
     Note 6. Trade and Other Receivables                         Note                    $’000                  $’000                   $’000                   $’000
     Current
     Trade receivables                                                               77,582                  14,368                       4                         –
     Allowance for doubtful debts                                                     (1,463)                  (188)                      –                         –
                                                                                     76,119                  14,180                       4                         –
     Property settlements receivable                                                 20,892                   7,410                       –                         –
     Deposits (cash under restrictions)                              (i)               2,069                    432                       –                         –
     Tax related receivable                                         (ii)                   –                      –                  35,860                     7,804
     Goods and services tax (GST) recoverable                                            620                  2,313                     451                      (138)
     Other receivables                                                               15,114                   6,804                     360                       180
                                                                                    114,814                  31,139                  36,675                     7,846
     Non-current
     Trade receivables                                                                    105                      –                      –                         –
                                                                                          105                      –                      –                         –
     Rental bonds                                                                         453                    414                      –                         –
     Tax related receivable                                         (ii)                    –                      –                 55,754                    51,544
                                                                                          558                    414                 55,754                    51,544
     (i) Security deposits held are classified as a receivable and represent cash held under restrictions.
     (ii) Tax related receivables relate to subsidiaries.




62
Consolidated                                    Company
                                                                                   2006                   2005                    2006                    2005
Note 7. Other Financial Assets                  Note                              $’000                   $’000                   $’000                   $’000
Current
Non-interest-bearing loans at call advanced to:
Other entities                                                                      252                   3,649                        –                   500
Non-current
Shares in controlled entities                                                          –                       –              726,568                 386,547
At fair value
Available-for-sale:
Shares – Listed entities                                       (i)               2,520                  3,037                   2,520                    2,737
Centre development costs                                                        18,663                 24,082                   3,974                        –
Other investments                                              (i)              27,847                  1,212                  25,534                        –
                                                                                46,510                 25,294                  29,508                        –
Interest-bearing loans advanced to:
Other entities                                                                  21,211                         –               20,971                             –
Non-interest-bearing loans advanced to:
Subsidiaries                                                                         –                      –                980,115                  415,398
Other entities                                                                   8,126                  2,762                  6,205                    2,685
                                                                                29,337                  2,762              1,007,291                  418,083
                                                                                78,367                 31,093              1,765,887                  807,367
(i) The Group holds shares in listed and non-listed entities. At 30 June 2006 and 30 June 2005, it does not consider any of the investments as investments in
    associates due to the Group not exerting significant influence over the entities and the share holdings being less than 20% of the voting or potential voting
    power of the investee.

                                                                                           Consolidated                                    Company
                                                                                   2006                    2005                    2006                    2005
Note 8. Inventories                                                               $’000                   $’000                   $’000                   $’000
Finished goods:
At cost                                                                          5,453                    4,226                        –                          –
                                                                                 5,453                    4,226                        –                          –

                                                                                           Consolidated                                    Company
                                                                                  2006                    2005                    2006                    2005
Note 9. Other Current Assets                                                      $’000                   $’000                   $’000                   $’000
Prepayments                                                                     16,667                 10,944                      242                     491
Land and buildings held for on sale                                              9,493                  6,360                      937                       –
                                                                                26,160                 17,304                    1,179                     491




                                                                                                                                                                      63
Notes for the Financial Statements
     For the financial year ended 30 June 2006




     Note 10. Property, Plant and Equipment
                                                                                   Consolidated
                                                                              Property       Plant and      Motor vehicles
                                                Freehold    Buildings    improvements       equipment        under finance
                                             land at cost     at cost          at cost          at cost       lease at cost       Total
                                                   $’000        $’000            $’000           $’000               $’000       $’000
     Gross carrying amount
     Balance at 1 July 2004                           93      1,238           19,603          19,378                    54     40,366
     Additions                                         3          6           36,105          11,492                     –     47,606
     Disposals                                         –          –            (1,989)          (835)                  (54)     (2,878)
     Acquisitions through business
     combinations                                     –             –           1,073           8,093                    –       9,166
     Transfers                                        –           (66)             66               –                    –           –
     Balance at 1 July 2005                          96        1,178          54,858          38,128                     –      94,260
     Additions                                        –          201          75,780          30,495                     –    106,476
     Disposals                                     (453)      (9,180)          (3,014)         (2,737)                   –     (15,384)
     Acquisitions through business
     combinations                                15,385      41,892           14,258          12,678                     –     84,213
     Classified as held for sale                      (96)      (213)               –                 –                   –       (309)
     Transfers                                         –          –            1,220           (1,220)                   –          –
     Net foreign currency exchange differences      254         558             (121)              (13)                  –        678
     Balance at 30 June 2006                     15,186      34,436          142,981          77,331                     –    269,934
     Accumulated depreciation/
     amortisation and impairment
     Balance at 1 July 2004                            –        223            1,142              3,207                 32      4,604
     Disposals                                         –          (5)           (141)                 –                (32)      (178)
     Acquisitions through business
     combinations                                      –           –              117              1,721                 –       1,838
     Depreciation expense                              –         52             2,315              2,915                 –       5,282
     Balance at 1 July 2005                            –        270             3,433              7,843                 –     11,546
     Disposals                                         –          (6)          (2,169)            (1,035)                –      (3,210)
     Acquisitions through business
     combinations                                      –      2,073              362           1,046                     –      3,481
     Classified as held for sale                        –          (8)              –                –                    –          (8)
     Impairment losses charged to profit (i)            –           –           1,890               32                    –      1,922
     Depreciation expense                              –        496            5,703           8,034                     –     14,233
     Net foreign currency exchange differences         –         38                –              (30)                   –           8
     Balance at 30 June 2006                           –      2,863            9,219          15,890                     –     27,972
     Net book value
     As at 30 June 2005                               96        908           51,425          30,285                     –     82,714
     As at 30 June 2006                          15,186      31,573          133,762          61,441                     –    241,962




64
Company
                                                                                            Property           Plant and     Motor vehicles
                                                       Freehold           Buildings    improvements           equipment       under finance
                                                    land at cost            at cost          at cost              at cost      lease at cost               Total
                                                          $’000               $’000            $’000               $’000              $’000               $’000
Gross carrying amount
Balance at 1 July 2004                                         –               965                   –                  –                   –              965
Balance at 1 July 2005                                         –               965                   –                  –                   –              965
Additions                                                      –                 –                   –                  –                   –                –
Disposals                                                      –                 –                   –                  –                   –                –
Balance at 30 June 2006                                        –               965                   –                  –                   –              965
Accumulated depreciation/
amortisation and impairment
Balance at 1 July 2004                                         –               214                   –                  –                   –              214
Depreciation expense                                           –                49                   –                  –                   –               49
Balance at 1 July 2005                                         –               263                   –                  –                   –              263
Depreciation expense                                           –                48                   –                  –                   –               48
Balance at 30 June 2006                                        –               311                   –                  –                   –              311
Net book value
As at 30 June 2005                                             –               702                   –                  –                   –              702
As at 30 June 2006                                             –               654                   –                  –                   –              654
(i) Impairment losses are included in the line item impairment in the income statement. The impairment losses recognised during the period (2005: nil) relate to
    write downs of various items of property, plant or equipment that were held by childcare centres that were closed.

                                                                                           Consolidated                                     Company
                                                                                    2006                   2005                    2006                    2005
                                                                                   $’000                  $’000                   $’000                   $’000
Aggregate depreciation allocated, whether recognised
as an expense or capitalised as part of the carrying
amount of other assets during the year:
Buildings                                                                          496                       52                      48                      49
Property improvements                                                            5,703                    2,315                       –                       –
Plant and equipment                                                              8,034                    2,915                       –                       –
                                                                                14,233                    5,282                      48                      49
On transition to the Australian equivalents to International Financial Reporting Standards (AIFRS) the Group has elected to measure
buildings previously recorded at valuation at the date of transition to AIFRS at its fair value and use that fair value as its deemed cost
at that date.




                                                                                                                                                                   65
Notes for the Financial Statements
     For the financial year ended 30 June 2006




                                                                                                        Consolidated          Company
                                                                                                                2006              2006
     Note 11. Childcare Licences                                                                               $’000              $’000
     Gross carrying amount
     Balance at 1 July 2004                                                                                 235,746                    –
     Additions                                                                                              108,396                    –
     Acquisitions through business combinations                                                             267,223                    –
     Disposals or classified as held for sale                                                                  (4,519)                  –
     Net revaluation increments/(decrements)                                                                165,851                    –
     Balance at 1 July 2005                                                                                 772,697                    –
     Additions                                                                                             359,708                     –
     Acquisitions through business combinations                                                            169,633                     –
     Disposals or classified as held for sale                                                                 (7,327)                   –
     Reclassified from goodwill                                                                              62,806                     –
     Balance at 30 June 2006                                                                             1,357,517                     –
     Impairment
     Net adjustment from revaluation increments/(decrements)                                                  5,670                    –
     Impairment losses charged to profit and loss                                                              8,424                    –
     Balance at 30 June 2006                                                                                 14,094                    –
     Net book value
     As at 30 June 2005                                                                                     772,697                    –
     As at 30 June 2006                                                                                  1,343,423                     –
     (a) Impairment charge
     The impairment charge relates to childcare centres that were closed during the financial year.
     (b) Allocation of childcare licences to cash-generating units
     The Group has identified an individual childcare licence as a cash-generating unit.
     The recoverable amount of the childcare licence cash-generating unit’s have been determined based on a value in use calculation
     using cash flow projections from financial budgets approved by management covering a five year period.
     The discount rate applied to the cash flow projections is 9.5% which reflects with the Group’s weighted average cost of capital
     (WACC). Applicable growth rates have been applied to the budgeted inflows and outflows for years one to five based on historical
     information and industry norms. As the life of a childcare licence is indefinite a terminal value has been included based upon the
     forecasted cash flows at year five.
     Whilst that each childcare licence is a CGU the note above has been disclosed on an aggregate basis.




66
Consolidated                                    Company
                                                                                2006                   2005                    2006                   2005
Note 12. Goodwill                                                               $’000                  $’000                   $’000                  $’000
Gross carrying amount
Balance at beginning of financial year                                       175,187                         –                      –                      –
Additional amounts recognised from business
combinations occurring during the period                                    194,052                175,187                         –                      –
Effects of foreign currency exchange differences                               2,659                     –                         –                      –
Reclassified to childcare licences                                            (62,806)                    –                         –                      –
Other                                                                          4,625                     –                         –                      –
Balance at end of financial year                                             313,717                175,187                         –                      –
Accumulated impairment losses
Balance at beginning of financial year                                               –                       –                      –                      –
Impairment losses for the year                                                      –                       –                      –                      –
Eliminated on disposal of a subsidiary                                              –                       –                      –                      –
Effect of foreign currency exchange differences                                     –                       –                      –                      –
Balance at end of financial year                                                     –                       –                      –                      –
Net book value                                                              313,717                175,187                         –                      –
Allocation of goodwill to cash-generating units
The Group has identified the following Cash-Generating Units (CGU) to which goodwill has been allocated:
–   An individual childcare licence
–   Training college (see note 13)
–   Wholesaling of education toys
–   US Childcare Operation
–   Rights to further acquisitions
–   Trademark (see note 13)
All goodwill is allocated to a cash-generating units on the following basis:
                                                                                        Consolidated                                    Company
                                                                                2006                   2005                    2006                   2005
                                                          Note                  $’000                  $’000                   $’000                  $’000
Training college                                            (a)               1,836                      –                         –                      –
Wholesale and education toys                                (b)               3,259                      –                         –                      –
US Childcare Operations                                     (c)             173,468                      –                         –                      –
Rights to further acquisitions                              (d)             109,892                175,187                         –                      –
Unallocated                                                 (e)              25,262                      –                         –                      –
Total                                                                       313,717                175,187                         –                      –
(a) The recoverable amount of the training college cash-generating unit has been determined based on a value in use calculation using cash flow projections
    from financial budgets approved by management covering a five year period. For a conservative valuation no growth rate was applied during the five years.
    The discount rate applied to the cash flow projections was 9.5%.
(b) The recoverable amount of the wholesale and education toys cash-generating unit has been determined based on a value in use calculation using cash flow
    projections from financial budgets approved by management covering a five year period. For a conservative valuation no growth rate was applied during the
    five years. The discount rate applied to the cash flow projections was 9.5%.
(c) The recoverable amount of the US Childcare Operations cash-generating unit has been determined based on a value in use calculation using cash flow
    projections from financial budgets approved by management covering five years. The discount rate applied to the cash flow projections is 12%. Applicable
    growth rates have been applied to the budgeted inflows and outflows for years one to five based on historical data and industry norms.
(d) The recoverable amount of the rights to further acquisitions cash-generating unit has been determined based on the number of places expected to be
    acquired over the next three years as a result of the business combination. A profit per place is then applied based on historical data and averages. The
    discount rate applied in the discounted cash flow calculation was 10.5% which reflects the risk associated with this cash-generating unit.
(e) As Kids Campus Limited was acquired on 29 May 2006 a formal allocation of goodwill was not finalised prior to reporting date.




                                                                                                                                                               67
Notes for the Financial Statements
     For the financial year ended 30 June 2006




                                                                                                                       Consolidated          Company
                                                                                                                              2006               2006
     Note 13. Other Intangible Assets                                                                        Note             $’000              $’000
     Gross carrying amount
     Balance at 1 July 2004                                                                                                 1,078                   –
     Additions                                                                                                  (i)            38                   –
     Acquisitions through business combinations                                                                                 –                   –
     Disposals or classified as held for sale                                                                                    –                   –
     Net revaluation increments/(decrements)                                                                                    –                   –
     Net foreign currency exchange differences                                                                                  –                   –
     Other                                                                                                                   (445)                  –
     Balance at 1 July 2005                                                                                                   671                   –
     Additions                                                                                                   (i)        2,464
     Acquisitions through business combinations                                                                 (ii)       29,726                   –
     Disposals or classified as held for sale                                                                                    –                   –
     Net revaluation increments/(decrements)                                                                                    –                   –
     Net foreign currency exchange differences                                                                                274                   –
     Reclassified to goodwill                                                                                                 (671)                  –
     Balance at 30 June 2006                                                                                               32,464                   –
     Accumulated amortisation and impairment
     Balance at 1 July 2004                                                                                                      (7)                –
     Amortisation expense                                                                                                         –                 –
     Impairment losses charged to profit                                                                                           –                 –
     Reversals of impairment losses charged to profit                                                                              –                 –
     Net foreign currency exchange differences                                                                                    –                 –
     Balance at 1 July 2005                                                                                                      (7)                –
     Amortisation expense                                                                                                     (926)                 –
     Impairment losses charged to profit                                                                                           –                 –
     Reversals of impairment losses charged to profit                                                                              –                 –
     Net foreign currency exchange differences                                                                                    –                 –
     Balance at 30 June 2006                                                                                                  (933)                 –
     Net book value
     As at 30 June 2005                                                                                                        664                  –
     As at 30 June 2006                                                                                                    31,531                   –
     (i) Additional intangibles relate to financial, childcare and education systems.
     (ii) Intangibles acquired through business combination include curriculum, trademarks and franchise agreements.

                                                                                             Consolidated                              Company
                                                                                     2006                    2005             2006               2005
     Note 14. Trade and Other Payables                                               $’000                   $’000            $’000              $’000
     Trade payables                                                               13,324                   5,431               19                 27
     Sundry creditors and accrued expenses                                       108,277                  46,783           11,425                102
                                                                                 121,601                  52,214           11,444                129




68
Consolidated                                     Company
                                                                                    2006                    2005                    2006                   2005
Note 15. Borrowings                                         Note                    $’000                   $’000                   $’000                  $’000
Current
Secured                                                        (i)
At amortised cost (2005: cost):
Bank overdrafts                                                                     753                    1,429                        –                      –
Bank loans                                                                           87                    1,000                        –                      –
Other loans (Hire purchase loans)                                                 7,227                    2,027                        –                      –
                                                                                  8,067                    4,456                        –                      –
Non-current
Unsecured
At amortised cost (2005: cost):
Redeemable converting preference shares                        (ii)             58,107                   58,107                 58,107                  58,107
Bank loans                                                      (i)            161,786                        –                151,000                       –
                                                                               219,893                   58,107                209,107                  58,107
Secured                                                        (i)
At amortised cost (2005: cost):
Bank loans                                                                           –                 184,020                       –                152,900
Finance lease liabilities                                                       14,981                       –                       –                      –
Hire purchase loans                                                                 14                   4,145                       –                      –
                                                                                14,995                 188,165                       –                152,900
                                                                               234,888                 246,272                 209,107                211,007
(i) In accordance with the security arrangements of liabilities, the carrying amounts of non-current assets pledged as security are as follows:
                                                                                            Consolidated                                     Company
                                                                                     2006                    2005                    2006                   2005
                                                                                    $’000                   $’000                   $’000                  $’000
   First mortgage
   Freehold land and buildings                                                          –                  1,004                         –                  702
   Floating charge over assets                                                          –              1,058,360                         –              860,514
                                                                                        –              1,059,364                         –              861,216
     The Company’s bankers have provided the Company’s financing facility on an unsecured basis. The Company holds releases for all securities previously held
     by the banks. These releases have being lodged with the relevant authorities.
     In the 2005 financial year, the bank borrowings were secured by registered mortgages over the parent entity and each of its controlled entities, and
     interlocking debt and interest guarantees between the parent entity and each of its controlled subsidiaries, and a registered first mortgage over certain
     freehold property of a controlled entity.
     Finance leases and hire purchases are secured by the assets under lease or under hire purchase respectively.
(ii) During 2004 $60 million of redeemable converting preference shares were issued, with $7.5 million being initially classified as debt. Transaction costs of
     $1.893 million were also incurred and offset against the value of the equity portion of the preference shares. Upon transition to AIFRS the equity balance of
     the redeemable converting preference shares were reclassified from equity to debt and included above.




                                                                                                                                                                     69
Notes for the Financial Statements
     For the financial year ended 30 June 2006




                                                                                                       Consolidated                                         Company
                                                                                               2006                      2005                      2006                      2005
      Note 16. Provisions                                            Note                     $’000                     $’000                     $’000                     $’000
      Current
      Employee benefits                                                                       9,071                     4,907                           –                        –
      Restructuring and termination costs                               (i)                    277                       984                           –                        –
      Onerous lease contracts                                          25                      192                         –                           –                        –
                                                                                             9,540                     5,891                           –                        –
      Non-current
      Employee benefits                                                                         881                       911                           –                        –
      Onerous lease contracts                                          25                    1,118                         –                           –                        –
                                                                                             1,999                       911                           –                        –

                                                                                                       Consolidated                                         Company
                                                                                    Restructuring                                       Restructuring
                                                                                  and termination            Onerous lease            and termination            Onerous lease
                                                                                            costs(i)             contracts                      costs(i)             contracts
                                                                                            $’000                    $’000                      $’000                    $’000
      Balance at 1 July 2005                                                                   984                           –                         –                        –
      Additional provision through acquisition
      of business combinations                                                                 277                     1,396                           –                        –
      Reductions arising from payments/other
      sacrifices of future economic benefits                                                     (984)                      (86)                         –                        –
      Balance at 30 June 2006                                                                   277                    1,310                           –                        –
      Current                                                                                  277                       192                           –                        –
      Non-current                                                                                –                     1,118                                                    –
                                                                                               277                     1,310                           –                        –
     (i) The provision for restructuring and termination costs represents the present value of the directors’ best estimate of the costs directly and necessarily caused by
         the restructuring that are not associated with the ongoing activities of the entity, including termination benefits, and were an existing liability at date of acquisition.

                                                                                                       Consolidated                                         Company
                                                                                              2006                      2005                      2006                      2005
      Note 17. Other Liabilities                                                              $’000                     $’000                     $’000                     $’000
      Current
      Operating lease liability                                                                999                           –                         –                        –
                                                                                               999                           –                         –                        –
      Non-current
      Operating lease liability                                                            16,480                      5,723                           –                        –
                                                                                           16,480                      5,723                           –                        –




70
Consolidated                       Company
                                                                     2006                   2005        2006               2005
Note 18. Issued Capital                                              $’000                  $’000       $’000              $’000
393,146,555 fully paid ordinary shares (2005: 250,344,916) 1,635,028                    636,145     1,635,028           636,145
                                                           1,635,028                    636,145     1,635,028           636,145

                                                                                2006                             2005
                                                                       No.                                No.
                                                                      ’000                  $’000        ’000              $’000
Fully paid ordinary shares
Balance at beginning of financial year                            250,345               636,145       116,428            124,879
Issue of shares – Share placement                                140,151               994,704       100,008            400,033
Issue of shares – Scheme of arrangement                                –                      –       30,033            108,120
Issue of shares – Dividend reinvestment                            1,694                 11,415          271               1,154
Issue of shares – Carers incentive                                   625                  4,716          406               2,038
Issue of shares – Other (staff)                                      332                  1,776          417               2,000
Issue of shares – on settlement with vendors                           –                      –          231                 500
Issue of shares – exercise of options                                  –                      –        2,550               8,211
Transaction costs on share issue                                       –                (19,560)           –             (15,090)
Tax effect on transaction costs                                        –                  5,832            –               4,300
Balance at end of financial year                                  393,147             1,635,028       250,344            636,145
Fully paid ordinary shares carry one vote per share and carry the right to dividends.
Share options
As at 30 June 2006 there are 1,912,191 unvested options which were granted to the executives of Learning Care Group Inc. in
accordance with their employment agreements.
During the year ended 30 June 2005 the Directors exercised their remuneration options, converting 2,550,000 ordinary shares at
$3.22 per share.




                                                                                                                                    71
Notes for the Financial Statements
     For the financial year ended 30 June 2006




                                                                                  Consolidated                           Company
                                                                          2006                   2005            2006                2005
     Note 19. Reserves                                                    $’000                  $’000           $’000               $’000
     Asset revaluation                                                108,955               114,002                79                  79
     Foreign currency translation                                         504                    31                 –                   –
     Employee equity-settled benefits                                    1,139                     –             1,139                   –
     Available-for-sale revaluation                                      (621)                    –              (621)                  –
                                                                      109,977               114,033               597                  79
     Asset revaluation reserve
     Balance at beginning of financial year                            114,002                    3,834              79                 79
     Revaluation increments/(decrements) on
     childcare licences                                                 (4,139)             165,852                  –                  –
     Foreign exchange translation                                       (1,008)                    –                 –                  –
     Deferred tax liability arising on revaluation                         100               (55,684)                –                  –
     Balance at end of financial year                                  108,955               114,002                 79                 79
     The asset revaluation reserve is used to record increases in the fair value of childcare licences and buildings and decreases to the
     extent that such decreases relate to an increase on the same asset previously recognised in equity.
                                                                                  Consolidated                           Company
                                                                           2006                  2005            2006                2005
                                                                          $’000                  $’000           $’000               $’000
     Foreign currency translation reserve
     Balance at beginning of financial year                                  31                     37                –                      –
     Translation of foreign operations                                     473                      (6)              –                      –
     Balance at end of financial year                                       504                     31                –                      –
     The foreign currency translation resulted from differences relating to the translation from US dollars and NZ dollars, being the
     functional currency of the Group’s foreign controlled entities in the United States of America and New Zealand, into Australian dollars
     that are brought to account by entries made directly to the foreign currency translation reserve.
                                                                                  Consolidated                           Company
                                                                           2006                  2005            2006                2005
                                                                          $’000                  $’000           $’000               $’000
     Employee equity-settled benefits reserve
     Balance at beginning of financial year                                   –                       –              –                       –
     Share-based payment                                                 1,139                       –          1,139                       –
     Transfer to share capital                                               –                       –              –                       –
     Balance at end of financial year                                     1,139                       –          1,139                       –
     The employee equity-settled benefits reserve arises on the grant of share options to the executives under the executive share option
     plan. Amounts are transferred out of the reserve and into the issued capital when the options are exercised.




72
Consolidated                              Company
                                                                    2006                  2005             2006                    2005
                                                                   $’000                  $’000            $’000                   $’000
Available-for-sale revaluation reserve
Balance at beginning of financial year                                 –                      –                 –                       –
Restated balance at beginning of financial year                        –                      –                 –                       –
Valuation gain/(loss) recognised                                   (887)                     –              (887)                      –
Cumulative (gain)/loss transferred to the income statement
on sale of financial assets                                             –                     –                 –                       –
Cumulative (gain)/loss transferred to the income statement
on impairment of financial assets                                      –                      –                 –                       –
Deferred tax arising on revaluation                                 266                      –               266                       –
Balance at end of financial year                                    (621)                     –              (621)                      –
Changes in the fair value of investments, such as equities, classified as available-for-sale financial assets, are taken to the
available-for-sale investments revaluation reserve, as described in note 1(m). Amounts are recognised in profit and loss when the
associated assets are sold or impaired.
                                                                           Consolidated                              Company
                                                                   2006                   2005             2006                    2005
Note 20. Retained Earnings                      Note               $’000                  $’000            $’000                   $’000
Balance at beginning of financial year                            45,074               20,446              4,461                    2,946
Net profit attributable to members of
the parent entity                                                81,110               43,534             33,964                 20,421
Dividends paid                                    22            (33,457)             (18,906)           (33,455)               (18,906)
Balance at end of financial year                                  92,727               45,074              4,970                  4,461

                                                                                                                    Consolidated
                                                                                                             2006                  2005
Note 21. Earnings per Share                                                                       Cents per share       Cents per share
Basic earnings per share:
From continuing operations                                                                                  27.7                    23.0
Total basic earnings per share                                                                              27.7                    23.0
Diluted earnings per share:
From continuing operations                                                                                  27.7                    22.9
Total diluted earnings per share                                                                            27.7                    22.9
Basic earnings per share
The earnings and weighted average number of ordinary shares used in the calculation of basic earnings per share are as follows:
                                                                                                            2006                   2005
                                                                                                           $’000                   $’000
Earnings from continuing operations (a)                                                                  81,110                43,534
Total earnings (a)                                                                                       81,110                43,534
                                                                                                            2006                  2005
                                                                                                         No. ’000              No. ’000
Weighted average number of ordinary shares for the purposes of basic earnings per share                 292,937               189,436




                                                                                                                                           73
Notes for the Financial Statements
     For the financial year ended 30 June 2006




     Note 21. Earnings per Share continued
     (a) Earnings used in the calculation of basic earnings per share and total basic earnings per share from continuing operations reconciles to net profit in the
         income statement as follows:
                                                                                                                                                 Consolidated
                                                                                                                                          2006                    2005
                                                                                                                                         $’000                   $’000
        Net profit                                                                                                                       81,110                  43,534
        Redeemable converting preference share dividend                                                                                      –                       –
        Earnings used in the calculation of basic EPS from continuing operations                                                        81,110                  43,534
        Total earnings used in the calculation of basic EPS                                                                             81,110                  43,534

     Diluted earnings per share
     The earnings and weighted average number of ordinary shares used in the calculation of diluted earnings per share are as follows:
                                                                                                                                          2006                    2005
                                                                                                                                         $’000                    $’000
     Earnings from continuing operations (a)                                                                                          81,110                   43,534
     Total earnings (a)                                                                                                               81,110                   43,534

                                                                                                                                         2006                    2005
                                                                                                                                       No.’000                 No.’000
     Weighted average number of ordinary shares for the purposes of diluted earnings
     per share (b), (c), (d)                                                                                                         292,937                 190,461
     (a) Earnings used in the calculation of diluted earnings per share and total diluted earnings per share from continuing operations reconciles to net profit in the
         income statement as follows:
                                                                                                                                          2006                      2005
                                                                                                                                          $’000                    $’000
          Net profit                                                                                                                     81,110                   43,534
          Redeemable converting preference share dividend                                                                                     –                        –
          Earnings used in the calculation of diluted EPS from continuing operations                                                    81,110                   43,534
          Total Earnings used in the calculation of diluted EPS                                                                         81,110                   43,534
     (b) The weighted average number of ordinary shares for basic earnings per share reconciles to the weighted average number of ordinary shares for the purposes
         of diluted earnings per share as follows:
                                                                                                                                    2006                     2005
                                                                                                                                No. ’000                 No. ’000
          Weighted average number of ordinary shares used in the calculation of basic EPS                                        292,937                  189,436
          Weighted average number of shares deemed to be issued for no consideration in respect of:
          Employee options                                                                                                              –                   1,025
          Weighted average number of ordinary shares used in the calculation of diluted EPS                                      292,937                  190,461
     (c) The following potential ordinary shares are not dilutive and are therefore excluded from the weighted average number of ordinary shares for the purposes of
         diluted earnings per share:
                                                                                                                                        2006                    2005
                                                                                                                                    No. ’000                No. ’000
          Redeemable converting preference shares                                                                                     12,000                  12,000
          Executive share option plan                                                                                                  1,912                        –
                                                                                                                                      13,912                  12,000
     (d) Weighted average number of converted, lapsed, or cancelled potential ordinary shares included in the calculation of diluted earnings per share:
                                                                                                                                        2006                     2005
                                                                                                                                     No. ’000                 No. ’000
         Options to purchase ordinary shares pursuant to the executive share option plan                                                    –                   1,025




74
Consolidated                    Company
                                                                  2006                   2005     2006               2005
Note 22. Dividends                                                $’000                  $’000    $’000              $’000
Recognised amounts
Fully paid ordinary shares
2005 Final dividend:
Fully franked to 30% (Prior Year fully franked to 30%)           15,037                  6,427   15,037              6,427
2006 Interim dividend:
Fully franked to 30% (Prior Year fully franked to 30%)           18,419              12,479      18,418             12,479
                                                                 33,456              18,906      33,455             18,906
Unrecognised amounts
Fully paid ordinary shares
2006 Final dividend:
Fully franked to 30% (Prior Year fully franked to 30%)           31,452              15,037      31,452             15,037

                                                                                                          Company
                                                                                                   2006              2005
                                                                                                  $’000              $’000
Adjusted franking account balance                                                                33,095             10,453
Impact on franking account balance of dividends not recognised                                   13,479              6,444
Income tax consequences of unrecognised dividends                                                     –                  –




                                                                                                                             75
Notes for the Financial Statements
     For the financial year ended 30 June 2006




                                                                                    Consolidated                             Company
                                                                             2006                   2005              2006                2005
     Note 23. Commitments for Expenditure                                   $’000                  $’000             $’000               $’000
     (a) Capital expenditure commitments
     Plant and equipment
     Not longer than one year                                             3,822                       –                 –                    –
     Longer than one year and not longer than five years                       –                       –                 –                    –
     Longer than five years                                                    –                       –                 –                    –
                                                                          3,822                       –                 –                    –
     Intangible assets
     Not longer than one year                                            39,475                       –                 –                    –
     Longer than one year and not longer than five years                       –                       –                 –                    –
     Longer than five years                                                    –                       –                 –                    –
                                                                         39,475                       –                 –                    –
     (b) Lease commitments
     Finance lease liabilities and non-cancellable operating lease commitments are disclosed in note 25 to the financial statements.
                                                                                    Consolidated                             Company
                                                                             2006                  2005              2006                2005
                                                                            $’000                  $’000             $’000               $’000
     Hire purchase commitments
     Not longer than one year                                             7,373                    2,027                –                    –
     Longer than one year and not longer than five years                      14                    4,145                –                    –
     Longer than five years                                                    –                        –                –                    –
                                                                          7,287                    6,172                –                    –
     (c) Centre Development Costs
     Centre development costs of $206,462,000 have received Board approval but are subject to final contractual arrangements.
     Note 24. Contingent Liabilities and Contingent Assets
     The parent entity and Group had contingent liabilities at 30 June 2006 in respect of:
     (i) Guarantees
     Bank guarantees in Australia for specific commitments of the Group total $5.9 million.
     (ii) Guarantees in respect of franchisee lease commitments
     A subsidiary of the Company is primarily or contingently liable for many of the leases of Tutor Time’s franchisees. In an effort to build
     its franchisee network, Tutor Time either leased the prospective site for a franchisee, with a subsequent sublease of the site to the
     franchisee, or provided a lease guarantee to the landlord for the benefit of the franchisee in exchange for a monthly lease guarantee
     fee payable by the franchisee that is based upon the monthly rent expense of the guaranteed lease. The payments the Company
     could be required to pay related to leases and guarantees aggregates US$58.3 million and US$10.0 million, respectively, in case of
     default by the franchisee. Should the Company be required to make payments under these leases, it may assume obligations for
     operating the centre. Should the centre not be economically viable, the Company will make provision for the lease termination at
     that time.
     These guarantees may give rise to liabilities in the parent entity if the subsidiaries do not meet their obligations under the terms of
     the overdrafts, loans, leases or other liabilities subject to the guarantees. No material losses are anticipated in respect of any of the
     above contingent liabilities.
     (iii) Letter of Credit issued to JP Morgan Chase
     A letter of credit has been issued by the Company’s bankers for US$17 million to secure the Learning Care Group, Inc. bank facility
     with JP Morgan Chase.




76
Note 25. Leases
Disclosures for lessees
Finance leases
Leasing arrangements
Finance leases relate to sale and leaseback transactions relating to some childcare centres in the United States of America.
Finance lease liabilities
                                                                                                    Minimum future lease payments
                                                                                        Consolidated                                Company
                                                                                2006                   2005               2006                2005
                                                         Note                   $’000                  $’000              $’000               $’000
No later than one year                                                        1,519                           –               –                  –
Later than one year and not later than five years                              6,440                           –               –                  –
Later than five years                                                         24,745                           –               –                  –
Minimum lease payments (i)                                                   32,704                           –               –                  –
Less future finance charges                                                   17,723                                           –
Present value of minimum lease payments          15                          14,981                           –               –                  –
(i) Minimum future lease payments includes the aggregate of all lease payments and any guaranteed residual.

Operating leases
Leasing arrangements
The economic entity has non-cancellable property leases with varying terms of up to 23 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
consumer price index and market value, subject to review with the landlord. Equipment rental agreements provide for a maximum
rental period of three years.
                                                                                        Consolidated                                Company
                                                                                2006                   2005               2006                2005
                                                         Note                   $’000                  $’000              $’000               $’000
Non-cancellable operating lease payments
Not longer than one year                                                   110,891                  58,891                    –                  –
Longer than one year and not longer than
five years                                                                  327,143                197,895                     –                  –
Longer than five years                                                      770,919                159,125                     –                  –
                                                                         1,208,953                415,911                     –                  –
In respect of non-cancellable operating leases
the following liabilities have been recognised:
Current:
Onerous lease contracts                                    16                    192                          –               –                  –
Non-current
Onerous lease contracts                                    16                 1,118                           –               –                  –
                                                                              1,310                           –               –                  –
Note 26. Economic Dependency
The operation of childcare centres and training colleges benefit from the continued support by statutory authorities of the Federal
Governments as well as the Federal Government’s policies on the provision of subsidies to the childcare industry and benefits
provided to parents of children attending childcare centres.




                                                                                                                                                      77
Notes for the Financial Statements
     For the financial year ended 30 June 2006




     Note 27. Subsidiaries
                                                                                                   Ownership interest
     Name of entity                                                   Country of incorporation   2006               2005
                                                                                                   %                  %
     Parent entity
     A.B.C. Learning Centres Limited                                                Australia
     Subsidiaries
     A.B.C. Developmental Learning Centres Pty Ltd                                Australia      100                    100
     A.B.C. Early Childhood Training College Pty Ltd                              Australia      100                    100
     A.B.C. Corporate Care Pty Ltd                                                Australia      100                    100
     Premier Early Learning Centres Pty Ltd                                       Australia      100                    100
     A.C.N. 097 028 923 Pty Ltd                                                   Australia      100                    100
     ABC Developmental Learning Centres (NZ) Limited                           New Zealand       100                    100
     A.B.C. Education Services Pty Ltd                                            Australia      100                    100
     A.B.C. Land Holdings Pty Ltd                                                 Australia      100                    100
     A.B.C. New Ideas Pty Ltd                                                     Australia      100                    100
     ABC Land Holdings (NZ) Limited                                            New Zealand       100                    100
     DPPA Pty Ltd                                                                 Australia      100                    100
     FutureOne Pty Ltd                                                            Australia      100                    100
        A.C.N. 089 836 180 Pty Ltd                                                Australia      100                    100
        Brighter Future Family Services Pty Ltd (in administration)               Australia      100                    100
        Interlink Education Systems Pty Ltd                                       Australia      100                    100
        A.C.N. 084 147 446 Pty Ltd                                                Australia      100                    100
        A.C.N. 084 147 393 Pty Ltd                                                Australia      100                    100
     Child Care Centres Australia Ltd                                             Australia      100                    100
        Highland Park Child Care Centre Pty Ltd                                   Australia      100                    100
        Kiddies Place Childcare Pty Ltd                                           Australia      100                    100
        Australian Montessori Education Pty Ltd                                   Australia      100                    100
     Peppercorn Management Group Ltd                                              Australia      100                    100
        PMG Corporate Pty Ltd                                                     Australia      100                    100
        Peppercorn Holdings No. 1 Pty Ltd                                         Australia      100                    100
        Peppercorn Holdings No. 2 Pty Ltd                                         Australia      100                    100
        Peppercorn Holdings No. 3 Pty Ltd                                         Australia      100                    100
        Peppercorn Holdings No. 4 Pty Ltd                                         Australia      100                    100
        Peppercorn Holdings No. 5 Pty Ltd                                         Australia      100                    100
        Peppercorn Holdings No. 6 Pty Ltd                                         Australia      100                    100
        Peppercorn Holdings No. 7 Pty Ltd                                         Australia      100                    100
        Peppercorn Holdings No. 8 Pty Ltd                                         Australia      100                    100
        Peppercorn Management Group (NZ) Limited                               New Zealand       100                    100
     Judius Pty Ltd                                                               Australia      100                    100
        Chosen Products Pty Ltd                                                   Australia      100                    100
        Judius (NZ) Limited                                                    New Zealand       100                    100
     Childcare Development Solutions Pty Ltd (note 28)                            Australia      100                      –
        Childcare Development Solutions Unit Trust                                Australia      100                      –




78
Ownership interest
Name of entity                                                       Country of incorporation          2006                2005
                                                                                                         %                   %
Learning Care Group, Inc. (note 28)                                           United States            100                     –
   Childtime Childcare, Inc.                                                  United States            100                     –
   Tutor Time Learning Centers LLC                                            United States            100                     –
   Tutor Time Franchise LLC                                                   United States            100                     –
   Tutor Time Learning Centers International, Inc.                            United States            100                     –
Kids Campus Limited (note 28)                                                      Australia           100                     –
   Kids Campus Australia Pty Ltd                                                   Australia           100                     –
   Kids Campus Holdings Pty Ltd                                                    Australia           100                     –
   Kids Campus (W.A.) Pty Ltd                                                      Australia           100                     –

Note 28. Acquisition of Businesses
                                                                                     Date of      Proportion            Cost of
Names of businesses acquired                  Principal activity                  acquisition   acquired (%)         acquisition
                                                                                                                          $’000
Childcare Development Solutions Unit Trust    Provision of childcare          29 July 2005             100              12,530
                                              services
Childcare Development Solutions Pty Ltd       Trustee for the Childcare       29 July 2005             100                     –
                                              Development Solutions
                                              Unit Trust
Learning Care Group, Inc.                     Provision of childcare and   11 January 2006             100             213,885
                                              franchising services
Kids Campus Limited                           Provision of childcare          29 May 2006              100             127,897
                                              services
Balance at 30 June 2006                                                                                                354,312




                                                                                                                                   79
Notes for the Financial Statements
     For the financial year ended 30 June 2006




                                                                                                         Childcare Development Solutions
     Note 28. Acquisition of Businesses continued                                                              Pty Limited and Trust
                                                                                                                   Fair value     Fair value on
                                                                                                  Book value      adjustment        acquisition
     Net assets acquired                                                                               $’000            $’000             $’000
     Current assets:
     Cash and cash equivalents                                                                            36               –                36
     Other debtors                                                                                         –               –                 –
     Receivables                                                                                         (52)              –               (52)
     Inventories                                                                                           –               –                 –
     Other                                                                                                 –               –                 –
     Non-current assets:
     Receivables                                                                                          –               –                 –
     Other financial assets                                                                                –               –                 –
     Childcare licences                                                                               3,447          14,575            18,022
     Property, plant and equipment                                                                    9,711               –             9,711
     Intangible assets                                                                                    –               –                 –
     Goodwill                                                                                             –               –                 –
     Deferred tax assets                                                                                  –               –                 –
     Current liabilities:
     Payables                                                                                          (247)               –              (247)
     Short-term borrowings                                                                          (15,377)               –           (15,377)
     Current tax liabilities                                                                               –               –                  –
     Provisions                                                                                          (35)              –                (35)
     Non-current liabilities:
     Long-term borrowings                                                                                 –               –                 –
     Deferred tax liabilities                                                                             –               –                 –
     Provisions                                                                                           –               –                 –
                                                                                                     (2,517)         14,575            12,058
     Goodwill on consolidation                                                                                                            472
     Cash consideration                                                                                                                12,530
     Goodwill on consolidation
     Goodwill from acquisitions
     Goodwill from business combinations

                                                                                                        Consolidated               Company
                                                                                                       2006      2005            2006    2005
                                                                                                       $’000    $’000           $’000   $’000
     Cash consideration                                                                              12,530         –              –          –
     Less:
     Cash acquired                                                                                       (36)       –              –          –
     Outflow of cash                                                                                  12,494         –              –          –


     From the date of acquisition Childcare Development Solutions Pty Ltd and Trust have contributed $2,923,000 to the profit after tax
     position of the Group.
     From the date of acquisition the Learning Care Group, Inc. have contributed $4,267,000 to the profit after tax position of the Group.
     From the date of acquisition Kids Campus Limited has contributed a loss of $43,000 to the profit after tax position of the Group.
     If the acquisition of Childcare Development Solutions Pty Ltd and Trust had taken place at the beginning of the year, the profit after
     tax for the ABC Group would have been $80,748,000 and revenue from continuing operations would have been $592,479,000.



80
Learning Care Group Inc.                                   Kids Campus Limited
                      Fair value     Fair value on                             Fair value     Fair value on             Total fair value
 Book value          adjustment        acquisition           Book value       adjustment        acquisition             on acquisition
      $’000                $’000             $’000                $’000             $’000             $’000                        $’000


     1,654                    –             1,654                (5,667)               –           (5,667)                      (3,977)
     3,197                    –             3,197                 3,690                –            3,690                        6,887
    13,568                    –            13,568                   584                –              584                      14,100
         –                    –                 –                     –                –                –                            –
     6,251                    –             6,251                 1,243                –            1,243                        7,494

       307                    –             307                      –                –                –                         307
     4,017                    –           4,017                   (726)               –             (726)                      3,291
      (464)                   –            (464)                69,825           82,250          152,075                     169,633
    66,506                    –          66,506                  4,514                –            4,514                      80,731
    29,726                    –          29,726                      –                –                –                      29,726
   156,183                    –         156,183                  1,434                –            1,434                     157,617
    20,830                    –          20,830                  1,392                –            1,392                      22,222

    (47,434)                  –            (47,434)              (6,421)               –           (6,421)                    (54,102)
        (157)                 –                (157)               (649)               –             (649)                    (16,183)
         368                  –                 368              (1,024)               –           (1,024)                        (656)
      (4,520)                 –              (4,520)             (2,325)               –           (2,325)                      (6,880)

    (24,923)                  –          (24,923)              (44,051)               –           (44,051)                    (68,974)
    (17,705)                  –          (17,705)                    –                –                 –                     (17,705)
      (5,653)                 –            (5,653)                   –                –                 –                       (5,653)
   201,751                    –         201,751                 21,819           82,250          104,069                     317,878
                                          12,134                                                   23,828                      36,434
                                        213,885                                                  127,897                     354,312
                                                                                                                               36,434
                                                                                                                             157,617
                                                                                                                             194,051

         Consolidated                 Company                       Consolidated               Company
        2006      2005              2006    2005                  2006      2005            2006    2005
       $’000     $’000             $’000   $’000                  $’000     $’000           $’000   $’000
   213,885              –    212,782              –            127,897          –     127,811            –

     (1,654)            –          –              –              5,667          –           –            –
   212,231              –    212,782              –            133,564          –     127,811            –


If the acquisition of the Learning Care Group, Inc. had taken place at the beginning of the year, the profit after tax for the ABC Group
would have been $77,909,000 and revenue from continuing operations would have been $708,570,000.
If the acquisition of Kids Campus Limited had taken place at the beginning of the year, the profit after tax for the ABC Group would
have been $71,835,000 and revenue from continuing operations would have been $643,642,000.
Goodwill on consolidation on the acquisition of Kids Campus Limited of $25,262,000 has not been allocated to a cash-generating
unit as it was acquired on 29 May 2006 (note 12).




                                                                                                                                           81
Notes for the Financial Statements
     For the financial year ended 30 June 2006




     Note 29. Segment Information
     The Group is managed on a global basis and operates in one industry segment in three geographical areas.
     Australia
     The home country of the Group and the origin of the listed parent Company. The areas of operation include the provision of
     childcare services.
     United States of America
     As a result of the acquisition of the Learning Care Group, Inc. in January 2006, a new geographic segment has arisen.
     New Zealand
     The geographical segment of New Zealand forms part of the Group through the provision of childcare services.
     Segment revenues
                                             External sales          Inter-segment (i)                      Other                           Total
                                            2006         2005        2006         2005               2006            2005            2006           2005
                                           $’000        $’000       $’000        $’000              $’000           $’000           $’000           $’000
     Australia                         425,703      221,420            –                 –       33,370        22,052          459,073        243,472
     United States of America          150,579            –            –                 –        5,816              –         156,395              –
     New Zealand                        15,894        9,225            –                 –           88            (20)         15,982          9,205
     Total of all segments                                                                                                     631,450        252,677
     Consolidated                                                                                                              631,450        252,677
     Segment result
                                                                                                                             2006                   2005
                                                                                                                            $’000                   $’000
     Continuing operations:
     Australia                                                                                                       111,585                       58,990
     United States of America                                                                                           6,451                           –
     New Zealand                                                                                                        2,382                       1,313
     Profit before income tax expense                                                                                 120,418                       60,303
     Income tax expense                                                                                               (39,308)                    (16,769)
     Profit for the period from continuing operations                                                                   81,110                      43,534
     Segment assets and liabilities
                                                                                  Assets                                            Liabilities
                                                                         2006                     2005                      2006                    2005
                                                                        $’000                     $’000                     $’000                   $’000
     Australia                                                    2,233,744                  1,162,869               422,198                  385,300
     United States of America                                       307,358                           –              101,051                         –
     New Zealand                                                     37,404                      20,700                 3,729                    3,017
     Total of all segments                                        2,578,506                  1,183,569               526,978                  388,317
     Eliminations                                                  (255,220)                    (10,140)              (41,424)                 (10,140)
     Consolidated                                                 2,323,286                  1,173,429               485,554                  378,177




82
Other segment information
                                               Australia       United States of America           New Zealand                       Total
                                        2006            2005      2006            2005          2006        2005             2006           2005
                                       $’000           $’000     $’000           $’000         $’000       $’000            $’000           $’000
Acquisition of segment assets        98,751        418,725      5,087                –        2,638       6,933        106,476        425,658
Impairment losses                    11,346          1,603          –                –            –           –         11,346          1,603
Depreciation and amortisation
of segment assets                   11,112            5,144     3,647                –          314         138         15,073           5,282
Straight-line lease                  5,510            3,315       249                –           46           –          5,805           3,315
Share-based payment expense          6,492            4,038         –                –            –           –          6,492           4,038
Rent                                75,505           55,498    31,582                –        1,739       1,135        108,826          56,633
Interest expense                    21,403            9,992       950                –           48          30         22,401          10,022
Employee benefits                   141,652           72,752    85,569                –        6,873       4,138        234,094          76,890
Gain/(Loss) on sale of
Non-Current Assets                   22,126          19,267          (94)            –                –         –       22,032          19,267
Note 30. Related Party Disclosures
(a) Equity interests in related parties
Equity interests in subsidiaries
Details of the percentage of ordinary shares held in subsidiaries are disclosed in note 27 to the financial statements.
(b) Key Management Personnel remuneration
Details of Key Management Personnel remuneration are disclosed in note 4 to the financial statements.
(c) Loans to Key Management Personnel
Details of loans made to Key Management Personnel remuneration are disclosed in note 4 to the financial statements.
(d) Key Management Personnel equity holdings
Refer to Key Management Personnel Compensation note 4 for full disclosure.
(e) Other transactions with Key Management Personnel (and their related parties) of A.B.C. Learning Centres Limited
Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to
other parties unless otherwise stated.
                                                                               Consolidated                                 Company
                                                                        2006                  2005                  2006                    2005
                                                                       $’000                  $’000                 $’000                   $’000
Transactions with other related parties:
(i) Mr W E Bessemer is a director of Austock Group Ltd
      (“Austock”). Transactions with Austock during the year were:
      – Acquisition & merger work for Peppercorn Group                    –                1,632                     –                   1,632
      – Payment and commission on capital raising                    24,533               13,453                24,533                  13,453
      – Management fees                                                  13                   39                    13                      39
      – Underwriting fee                                              1,905                  875                 1,905                     875
      – Property rental                                                 789                    –                     –                       –
(ii) Mr E S Groves holds a 4% (2005: 4.08%) shareholding
      in Austock at 30 June 2006. For details of transactions
      with Austock made during the current period refer above.
(iii) Relatives of directors, E S & L A Groves, operate
      Queensland Maintenance Services (“QMS”), a company
      which provides maintenance and capital development
      services to the economic entity.
      – Maintenance services                                          5,783                1,631                       –                       –
      – Capital development services                                 68,919               13,828                       –                       –




                                                                                                                                                    83
Notes for the Financial Statements
     For the financial year ended 30 June 2006




     Note 30. Related Party Disclosures continued
     (e) Other transactions with Key Management Personnel (and their related parties) of A.B.C. Learning Centres Limited continued
                                                                                  Consolidated                            Company
                                                                           2006                  2005             2006                2005
                                                                          $’000                  $’000            $’000               $’000
     (iv) Mr E S Groves operates the Brisbane Bullets basketball
          franchise. Transactions with the Brisbane Bullets involved
          the prepayment of advertising and other sponsorship costs.
          – Annual sponsorship                                           352                     255                  –                   –
     (v) Mr M V Kemp is also a director of Sheramere Pty Ltd
          (“Sheramere”), a company which entered into an agreement
          with the Group to sell certain childcare businesses and a
          childcare management business to the economic entity.
          Transactions with Sheramere during the year were:
          – Centre operating costs recoverable from Sheramere under
            this agreement                                                 –                     164                 –                    –
     (vi) Mr M V Kemp is also a director of Ezi Debit Australia Pty Ltd
          (“Ezi Debit”). Mr M & Mrs M Kemp and Mr E S & Dr L A Groves
          own indirectly 11.5% each (2005: 12.5%) of Ezi Debit.
          Ezi Debit has entered into an agreement with the Group to
          provide parent payment solutions. Transactions with
          Ezi Debit during the year were:                               156                        9                 –                    –
     (f) Transactions with Key Management Personnel of A.B.C. Learning Centres Limited
     Refer to Key Management Personnel Compensation note 4 for full disclosure.
     (g) Transactions with other related parties
     No amounts were provided for doubtful debts relating to debts due from other related parties (2005: nil).
     Amounts receivable from and payable to these other related parties are disclosed in notes 7 and 15 to the financial statements.
     Any loans advanced to and payable to other related parties are unsecured and subordinate to other liabilities.
     Transactions involving the parent entity
     During the financial year, A.B.C. Learning Centres Limited recognised a net payable of $10.42 million (2005: $1.849 million) from
     its wholly-owned subsidiaries for their tax payable for the current period. Details of tax balances are disclosed in note 3 to the
     financial statements.
     During the financial year, A.B.C. Learning Centres Limited received dividends of $35.486 million (2005: $22.958 million) from its
     subsidiaries. Details of dividends received from related parties are disclosed in note 2 to the financial statements.
     (h) Parent entities
     The parent entity in the Group, the ultimate Australia parent entity and the ultimate parent entity is A.B.C. Learning Centres Limited.




84
Note 31. Subsequent Events
On 7 July 2006 the Company announced an off-market takeover of Hutchison’s Child Care Services Ltd. The financial effect of
the transaction can not be ascertained at the date of signing the Annual Report. On 25 September 2006, the Company declared
the takeover bid unconditional and commenced compulsory acquisition of the remaining shares. The offer at the date of signing
of the Directors’ Report is as follows:
(a) Cash offer made at $1.50 per Hutchison’s Child Care Services Ltd ordinary share for all outstanding equity of 65.9 million
    shares on a fully diluted basis.
(b) The off-market takeover which was unanimously recommended by the Hutchison’s Child Care Services Ltd board values
    Hutchison’s Child Care Services Ltd at $96.2 million.
(c) ABC has agreed to divest seven long day care services as part of the acquisition in order to address Australian Competition
    and Consumer Commission competition concerns.
On 25 September 2006 the Company declared the takeover bid unconditional.
On 6 September 2006 the Company acquired 100% of The Children’s Courtyard LLP, the ninth largest childcare provider in
the United States of America for US$66 million. Due to the acquisition date of Children’s Courtyard being so close to the date
of the financial report, detailed disclosure has not been provided.
No other matter or circumstance has arisen since 30 June 2006 that has significantly affected, or may significantly affect:
(a) the Group’s operations in future financial years; or
(b) the results of those operations in future financial years; or
(c) the Group’s state of affairs in future financial years.
Note 32. Notes to the Cash Flow Statements
(a) Reconciliation of cash and cash equivalents
For the purposes of the cash flow statement, cash and cash equivalents includes cash on hand, cash at bank and outstanding bank
overdrafts. Cash and cash equivalents at the end of the financial year as shown in the cash flow statement is reconciled to the
related items in the balance sheet as follows:
                                                                              Consolidated                         Company
                                                                       2006                  2005          2006                  2005
                                                                      $’000                  $’000         $’000                 $’000
Cash and cash equivalents                                          132,470               45,560          57,641              34,189
Bank overdrafts                                                       (753)               (1,429)             –                   –
                                                                   131,717               44,131          57,641              34,189
(b) Non-cash financing and investing activities
During the year the Group did not acquire subsidiaries by way of equity issue (2005: $108.12 million). During the year the Company
offered a dividend reinvestment plan. The value of the shares issued as a result of participation in the plan for the year was
$11.415 million (2005: $1.154 million).
                                                                              Consolidated                         Company
                                                                       2006                  2005          2006                  2005
                                                                      $’000                  $’000         $’000                 $’000
(c) Financing facilities
Unsecured multi-option facility, reviewed annually and
payable at call:
– amount used                                                      181,699                      –      181,140                      –
– amount unused                                                    144,551                      –      138,860                      –
                                                                   326,250                      –      320,000                      –
Secured bank loan facilities
– amount used                                                            –              197,361                –            152,975
– amount unused                                                          –               32,134                –                 25
                                                                         –              229,495                –            153,000




                                                                                                                                         85
Notes for the Financial Statements
     For the financial year ended 30 June 2006




     Note 32. Notes to the Cash Flow Statements continued
     (d) Cash balances not available for use
     Refer note 6 for security deposits held.
     (e) Reconciliation of net profit for the period to net cash flows from operating activities
                                                                                  Consolidated                           Company
                                                                          2006                    2005          2006                  2005
                                                                         $’000                    $’000         $’000                 $’000
     Profit for the period                                              81,110                43,534           33,964                20,421
     (Gain)/loss on sale or disposal of non-current assets            (22,032)              (19,268)                –                    (41)
     Depreciation and amortisation of non-current assets               15,073                  5,282               48                     48
     Straight-line amortisation                                         5,808                  3,315                –                      –
     Equity-settled share-based payment                                 7,631                  4,038           7,631                  4,038
     Interest income received and receivable                                –                      –         (27,243)              (11,256)
     Dividends received and receivable                                      –                      –         (35,486)              (22,958)
     Rent received from subsidiaries                                        –                      –              (45)                   (45)
     Impairment of non-current assets                                  11,346                  1,603           1,000                       –
     Increase/(decrease) in current tax liability                      10,493                   (425)        (21,850)                 1,321
     Increase/(decrease) in deferred tax balances                       3,455                 (3,836)          1,342                 (5,157)
     Changes in net assets and liabilities, net of effects from
     acquisition and disposal of businesses:
     (Increase)/decrease in assets:
     Current receivables                                              (35,395)                    5,882          (773)                (164)
     Current inventories                                                (1,227)                       –             –                    –
     Other current assets                                                1,882                   (2,376)          249                  312
     Increase/(decrease) in liabilities:
     Current payables                                                  11,821                  9,922             865                   188
     Current provisions                                                  (899)                (4,497)              –                     –
     Net cash from operating activities                                89,066                43,174          (40,298)              (13,293)
     Note 33. Financial Instruments
     (a) Financial risk management objectives
     The Group’s principal financial instruments comprise bank loans and overdraft, redeemable converting preference shares, finance
     leases and hire purchase contracts, and cash and short-term deposits.
     The main purpose of these financial instruments is to raise finance for the Group’s operations. The Group has various other financial
     assets and liabilities such as trade receivables and trade payables, which arise directly from its operations. The Group also enters
     into derivative transactions, being forward currency contracts. The purpose is to manage the interest rate and currency risks arising
     from the Group’s operations and its sources of finance. It is, and has been throughout the period under review, the Group’s policy
     that no trading in financial instruments shall be undertaken. The main risks arising from the Group’s financial instruments are cash
     flow interest rate risk, liquidity risk, foreign currency risk and credit risk.
     (b) Significant accounting policies
     Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement
     and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity
     instrument are disclosed in note 1 to the financial statements.
     (c) Foreign currency risk management
     The consolidated group is exposed to foreign currency translation risk through its controlled operations in the United States of
     America and New Zealand. Foreign currency gains or losses arising from the translation of net assets of these operations are shown
     as a movement in the foreign currency translation reserve (note 19).




86
Maturity profile of financial instruments
The following table details the Group’s exposure to interest rate risk as at 30 June 2006:
                                                                                         Fixed maturity dates
                                 Weighted
                                  average       Variable         Less                                                                   Non-
                                  effective     interest         than        1-2         2-3          3-4         4-5           5+   interest
                              interest rate         rate     one year      years       years        years       years        years   bearing        Total
2006                                     %        $’000         $’000      $’000       $’000        $’000       $’000        $’000     $’000       $’000
Financial assets:
Cash and cash equivalents           5.4% 132,470                   –          –           –                –        –           –       – 132,470
Trade receivables                      –       –                   –          –           –                –        –           – 115,372 115,372
Investments                            –       –                   –          –           –                –        –           – 45,056 45,056
Loans                                 8%       –              25,185          –           –                –        –           –   8,378 33,563
                                         132,470              25,185          –           –                –        –           – 168,806 326,461
Financial liabilities:
Trade payables                         –       –                   –         –           –             –           –             – 121,601 121,601
Bank overdraft                      9.3%     753                   –         –           –             –           –             –       –     753
Bank loans                          6.5% 161,786                   –         –           –             –           –             –      87 161,873
Other loans (HP loans)                9%       –               7,373        14           –             –           –             –           7,387
Finance lease liabilities           9.6%       –                 696       698         723           763         766        11,335       – 14,981
Redeemable cumulative
preference shares                        –          –              –         –           –             –           –        58,107       – 58,107
                                              162,539          8,069       712         723           763         766        69,442 121,688 364,702
The following table details the Group’s exposure to interest rate risk as at 30 June 2005:
                                                                                         Maturity dates
                                        Weighted
                                average effective              Variable    Less than                           More than     Non-interest
                                     interest rate         interest rate    one year           1-5 years       five years         bearing            Total
2005                                            %                 $’000        $’000               $’000           $’000           $’000           $’000
Financial assets:
Cash and cash equivalents                          –                  –            –                  –                 –        45,560          45,560
Trade and other receivables                        –                  –            –                  –                 –        31,741          31,741
Other receivables                                  –                  –            –                  –                 –        13,768          13,768
                                                                      –            –                  –                 –        91,069          91,069
Financial liabilities:
Trade payables                                    –                 –             –                  –                  –        52,214          52,214
Bank overdraft                                9.08%             1,429             –                  –                  –             –           1,429
Bank loans                                    5.72%                 –         1,000            184,020                  –             –         185,020
Other loans                                   7.60%                 –         2,026              4,145                  –             –           6,171
RCPS                                              –                 –             –             58,107                  –             –          58,107
                                                                1,429         3,026            246,272                  –        52,214         302,941




                                                                                                                                                            87
Notes for the Financial Statements
     For the financial year ended 30 June 2006




     Note 33. Financial Instruments continued
     (d) Credit risk management
     The Group trades only with recognised, creditworthy third parties.
     It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures.
     In addition, receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not
     significant.
     There are no significant concentrations of credit risk within the Group.
     For transactions that are not denominated in the functional currency of the relevant operating unit, the Group does not offer credit
     terms without specific approval.
     With respect to credit risk arising from the other financial assets of the Group, which comprise cash and cash equivalents,
     available-for-sale financial assets and certain derivative instruments, the Group’s exposure to credit risk arises from default of the
     counter party, with a maximum exposure equal to the carrying amount of these instruments.
     Since the Group trades only with recognised third parties, there is no requirement for collateral.
     (e) Fair value of financial instruments
     Except as detailed in the following table, the Directors consider that the carrying amount of financial assets and financial liabilities
     recorded in the financial statements approximates their fair values (2005: net fair value).
     The fair values and net fair values of financial assets and financial liabilities are determined as follows:
     –   The fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets
         are determined with reference to quoted market prices; and
     –   The fair value of other financial assets and financial liabilities are determined in accordance with generally accepted pricing
         models based on discounted cash flow analysis.
     Transaction costs are included in the determination of net fair value.
     The following tables detail the fair value (2005: net fair value) of financial assets and financial liabilities:
                                                                                                              Carrying amount       Fair value
     2006                                                                                                                $’000           $’000
     Financial assets
                                                                                                                            –                 –
     Financial liabilities
     Redeemable converting preference shares                                                                          58,107         79,200
                                                                                                                      58,107         79,200

                                                                                                              Carrying amount       Fair value
     2005                                                                                                                $’000           $’000
     Financial liabilities
     Redeemable converting preference shares                                                                          58,107         75,840
                                                                                                                      58,107         75,840
     The financial statements include share holdings in unlisted companies (note 7). Fair value is estimated using a discounted cash flow
     model, which includes some assumptions that are not supportable by observable market prices or rates. Changes in these
     assumptions do not significantly change the fair value recognised.
     (f) Liquidity risk management
     The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by
     continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.




88
Note 34. Impacts of the adoption of Australian equivalents to International Financial Reporting Standards
The Group changed its accounting policies on 1 July 2005 to comply with Australian equivalents to International Financial Reporting
Standards (“AIFRS”). The transition to AIFRS is accounted for in accordance with Accounting Standard AASB 1 “First-time Adoption
of Australian equivalents to International Financial Reporting Standards”, with 1 July 2004 as the date of transition.
An explanation of how the transition from AGAAP policies to AIFRS has affected the Company and Group’s balance sheet, income
statement and cash flows is set out in the following tables and the notes that accompany the tables.
(a) At the date of transition to AIFRS – 1 July 2004 (Consolidated)
                                                                                                     Consolidated
                                                                                    AGAAP           Adjustment              AIFRS
                                                                        Note         $’000               $’000               $’000
Current assets
Cash and cash equivalents                                                            2,313                   –             2,313
Trade and other receivables                                                         13,555                   –            13,555
Other financial assets                                                                  983                   –               983
Inventories                                                                              –                   –                 –
Other                                                                       (i)     22,572              (1,025)           21,547
Total current assets                                                                39,423              (1,025)           38,398
Non-current assets
Trade and other receivables                                                           267                   –                267
Other financial assets                                                               1,670                   –              1,670
Property, plant and equipment                                                      35,762                   –             35,762
Childcare licences                                                                235,746                   –            235,746
Deferred tax assets                                                       (vi)        113               1,718              1,831
Goodwill                                                                                –                   –                  –
Other intangible assets                                                             1,072                   –              1,072
Total non-current assets                                                          274,630               1,718            276,348
Total assets                                                                      314,053                 693            314,746
Current liabilities
Trade and other payables                                                             4,605                   –             4,605
Short-term borrowings                                                               19,671                   –            19,671
Current tax payables                                                                 1,954                   –             1,954
Provisions                                                                             246                   –               246
Other                                                                                    –                   –                 –
Total current liabilities                                                           26,476                   –            26,476
Non-current liabilities
Long-term borrowings                                                      (iv)      83,353             50,607            133,960
Deferred tax liabilities                                                  (vi)       1,664              1,292              2,956
Provisions                                                                               1                  –                  1
Other                                                                     (vii)          –              2,156              2,156
Total non-current liabilities                                                       85,018             54,055            139,073
Total liabilities                                                                 111,494              54,055            165,549
Net assets                                                                        202,559             (53,362)           149,197
Equity
Issued capital                                                      (iv), (vi)    174,009             (49,130)           124,879
Reserves                                                                            3,871                    –             3,871
Retained earnings                                              (i), (vi), (vii)    24,679               (4,232)           20,447
Total equity                                                                      202,559             (53,362)           149,197



                                                                                                                                      89
Notes for the Financial Statements
     For the financial year ended 30 June 2006




     Note 34. Impacts of the adoption of Australian equivalents to International Financial Reporting Standards continued
     (b) At the end of the last annual reporting period under AGAAP – 30 June 2005 (Consolidated)
                                                                                                          Consolidated
                                                                                                AGAAP    Adjustment          AIFRS
                                                                                  Note           $’000        $’000           $’000
     Current assets
     Cash and cash equivalents                                                                 45,560            –         45,560
     Trade and other receivables                                                               31,139            –         31,139
     Other financial assets                                                                      3,649            –          3,649
     Inventories                                                                                4,226            –          4,226
     Other                                                                             (i)     18,484       (1,180)        17,304
     Total current assets                                                                     103,058       (1,180)       101,878
     Non-current assets
     Trade and other receivables                                                                   414           –             414
     Other financial assets                                                           (v)        32,696      (1,603)         31,093
     Property, plant and equipment                                                              82,714           –          82,714
     Childcare licences                                                                        772,697           –         772,697
     Deferred tax assets                                                     (vi), (vii)         2,849       5,933           8,782
     Goodwill                                                                (iii), (vii)      170,193       4,994         175,187
     Other intangible assets                                                         (iii)         650          14             664
     Total non-current assets                                                                1,062,213       9,338       1,071,551
     Total assets                                                                            1,165,271       8,158       1,173,429
     Current liabilities
     Trade and other payables                                                                  52,214             –        52,214
     Short-term borrowings                                                                      4,456             –         4,456
     Current tax payables                                                                       3,061             –         3,061
     Provisions                                                                                 5,891             –         5,891
     Other                                                                                          –             –             –
     Total current liabilities                                                                 65,622             –        65,622
     Non-current liabilities
     Long-term borrowings                                                            (iv)     195,665      50,607         246,272
     Deferred tax liabilities                                                        (vi)      57,539       2,110          59,649
     Provisions                                                                                   911           –             911
     Other                                                                          (vii)           –       5,723           5,723
     Total non-current liabilities                                                            254,115      58,440         312,555
     Total liabilities                                                                        319,737      58,440         378,177
     Net assets                                                                               845,534      (50,282)       795,252
     Equity
     Issued capital                                                     (ii), (iv), (vi)      676,935      (40,790)       636,145
     Reserves                                                                                 114,033             –       114,033
     Retained earnings                           (i), (ii), (iii), (iv), (v), (vi), (vii)      54,566        (9,492)       45,074
     Total equity                                                                             845,534      (50,282)       795,252




90
Note 34. Impacts of the adoption of Australian equivalents to International Financial Reporting Standards continued
(c) Reconciliation of profit for the year ended 30 June 2005 (Consolidated)
                                                                                               Consolidated
                                                                                AGAAP         Adjustment              AIFRS
                                                               Note              $’000             $’000               $’000
Revenue                                                                       230,621                      –     230,621
Other income                                                    (viii)          62,079              (40,023)       22,056
Changes in inventories of finished goods                                          (1,622)                   –        (1,622)
Employee benefits                                                  (ii)         (76,890)               (4,038)     (80,928)
Depreciation and amortisation                                    (iii)         (10,114)                4,832        (5,282)
Impairment                                                        (v)                 –               (1,603)       (1,603)
Finance costs                                                    (iv)            (6,478)              (3,544)     (10,022)
Rental and other property expenses                              (vii)          (56,633)               (3,315)     (59,948)
Children catering and consumables                                                (8,357)                   –        (8,357)
Advertising and promotions                                                       (1,350)                   –        (1,350)
Insurances                                                                       (2,918)                   –        (2,918)
Communication                                                                    (2,451)                   –        (2,451)
Travel                                                                           (2,175)                   –        (2,175)
Cost of sales                                                   (viii)         (40,023)              40,023              –
Other                                                                          (15,562)                 (156)     (15,718)
Profit before income tax expense                                                 68,127                (7,824)      60,303
Income tax expense                                               (vi)         (15,790)                 (979)     (16,769)
Profit from continuing operations                                               52,337                (8,803)      43,534
Profit attributable to members of the parent entity                             52,337                (8,803)      43,534
No material impacts are expected to the net cash flows presented under AGAAP on adoption of AIFRS.




                                                                                                                               91
Notes for the Financial Statements
     For the financial year ended 30 June 2006




     Note 34. Impacts of the adoption of Australian equivalents to International Financial Reporting Standards continued
     (d) At the date of transition to AIFRS – 1 July 2004 (Company)
                                                                                                     Company
                                                                                   AGAAP          Adjustment               AIFRS
                                                                    Note            $’000              $’000                $’000
     Current assets
     Cash and cash equivalents                                                        696                 –                  696
     Trade and other receivables                                                    2,506                 –                2,506
     Other financial assets                                                              –                 –                    –
     Inventories                                                                        –                 –                    –
     Other                                                                            803                 –                  803
     Total current assets                                                           4,005                 –                4,005
     Non-current assets
     Trade and other receivables                                                        –                 –                 –
     Other financial assets                                                        256,583                 –           256,583
     Property, plant and equipment                                                    751                 –               751
     Childcare licences                                                                 –                 –                 –
     Deferred tax assets                                              (vi)             95             1,071             1,166
     Goodwill                                                                           –                 –                 –
     Other intangible assets                                                            –                 –                 –
     Total non-current assets                                                     257,429             1,071           258,500
     Total assets                                                                 261,434             1,071           262,505
     Current liabilities
     Trade and other payables                                                          35                 –                   35
     Short-term borrowings                                                            151                 –                  151
     Current tax payables                                                           1,642                 –                1,642
     Provisions                                                                         –                 –                    –
     Other                                                                              –                 –                    –
     Total current liabilities                                                      1,828                 –                1,828
     Non-current liabilities
     Long-term borrowings                                             (iv)         80,500            50,607           131,107
     Deferred tax liabilities                                                       1,664                 –             1,664
     Provisions                                                                         –                 –                 –
     Other                                                                              –                 –                 –
     Total non-current liabilities                                                 82,164            50,607           132,771
     Total liabilities                                                             83,992            50,607           134,599
     Net assets                                                                   177,442           (49,536)          127,906
     Equity
     Issued capital                                              (iv), (vi)       174,009           (49,130)          124,879
     Reserves                                                                          79                 –                79
     Retained earnings                                                (vi)          3,354              (406)            2,948
     Total equity                                                                 177,442           (49,536)          127,906




92
(e) At the end of the last annual reporting period under AGAAP – 30 June 2005 (Company)
                                                                                            Company
                                                                                 AGAAP    Adjustment      AIFRS
                                                                    Note          $’000        $’000       $’000
Current assets
Cash and cash equivalents                                                       34,189            –      34,189
Trade and other receivables                                           (vi)       7,454          392       7,846
Other financial assets                                                              500            –         500
Inventories                                                                          –            –           –
Other                                                                              491            –         491
Total current assets                                                            42,634          392      43,026
Non-current assets
Trade and other receivables                                                     51,544            –      51,544
Other financial assets                                                  (v)     808,970       (1,603)    807,367
Property, plant and equipment                                                      702            –         702
Childcare licences                                                                   –            –           –
Deferred tax assets                                                   (vi)       2,811        5,933       8,744
Goodwill                                                                             –            –           –
Other intangible assets                                                              –            –           –
Total non-current assets                                                       864,027        4,330     868,357
Total assets                                                                   906,661        4,722     911,383
Current liabilities
Trade and other payables                                                           129             –        129
Short-term borrowings                                                                –             –          –
Current tax payables                                                             2,964             –      2,964
Provisions                                                                           –             –          –
Other                                                                                –             –          –
Total current liabilities                                                        3,093             –      3,093
Non-current liabilities
Long-term borrowings                                                  (iv)     160,400      50,607      211,007
Deferred tax liabilities                                              (vi)      54,489       2,109       56,598
Provisions                                                                           –           –            –
Other                                                                                –           –            –
Total non-current liabilities                                                  214,889      52,716      267,605
Total liabilities                                                              217,982      52,716      270,698
Net assets                                                                     688,679      (47,994)    640,685
Equity
Issued capital                                             (ii), (iv), (vi)    676,935      (40,790)    636,145
Reserves                                                                (v)      1,682        (1,603)        79
Retained earnings                                          (ii), (iv), (vi)     10,062        (5,601)     4,461
Total equity                                                                   688,679      (47,994)    640,685




                                                                                                                   93
Notes for the Financial Statements
     For the financial year ended 30 June 2006




     Note 34. Impacts of the adoption of Australian equivalents to International Financial Reporting Standards continued
     (f) Reconciliation of profit for the year ended 30 June 2005 (Company)
                                                                                                             Company
                                                                                          AGAAP           Adjustment               AIFRS
                                                                          Note             $’000               $’000                $’000
      Revenue                                                                                     –                –                     –
      Other income                                                        (viii)          37,121                (909)            36,212
      Changes in inventories of finished goods                                                     –                –                     –
      Employee benefits                                                      (ii)             (592)            (4,038)             (4,630)
      Depreciation and amortisation                                                            (48)                –                  (48)
      Impairment                                                                                  –                –                     –
      Finance costs                                                        (iv)            (4,662)            (3,544)             (8,206)
      Rental and other property expenses                                                          –                –                     –
      Children catering and consumables                                                           –                –                     –
      Advertising and promotions                                                                  –                –                     –
      Insurances                                                                               (74)                –                  (74)
      Communication                                                                               –                –                     –
      Travel                                                                                     (4)               –                    (4)
      Cost of sales                                                       (viii)             (909)               909                     –
      Other                                                                                  (513)                 –                (513)
      Profit before income tax expense                                                     30,319              (7,582)            22,737
      Income tax expense                                                   (vi)            (1,161)            (1,155)             (2,316)
      Profit from continuing operations                                                    29,158              (8,737)            20,421
      Profit attributable to members of the parent entity                                  29,158              (8,737)            20,421
     (i)   The Group has impaired formation costs that have been carried as a current asset in the consolidated group’s balance sheet
           under AGAAP. The effect is as follows:
           At 1 July 2004: For the Group there has been a decrease in retained earnings of $1,024,967 and a decrease to other current
           assets of $1,024,967.
           At 30 June 2005: For the Group there has been a decrease in retained earnings of $1,180,305 and a decrease to other current
           assets of $1,180,305.
     (ii) Share-based payments are provided to selected employees, licensees and suppliers for nil consideration. The market value of
          the shares are expensed to the income statement when the shares are issued. A corresponding entry is made to increase
          issued capital. The effect is as follows:
           Group
           At 30 June 2005: For the Group there has been a decrease in retained earnings of $4,037,931 and an increase in issued capital
           of $4,037,931.
           Company
           At 30 June 2005: For the Company there has been a decrease in retained earnings of $4,037,931 and an increase in issued
           capital of $4,037,931.
     (iii) Under AASB 3 “Business Combinations” purchased goodwill is not permitted to be amortised but instead is subject to
           impairment testing on an annual basis or upon the occurrence of triggers which may indicate a potential impairment. As the
           goodwill has not been impaired, amortisation has been reversed. The effect is as follows:
           Group
           At 30 June 2005: For the Group, there has been an increase in retained earnings of $4,832,150 and an increase in goodwill and
           other intangible assets of $4,832,150.




94
(iv) The Company’s redeemable converting preference shares have been classified as debt. The effect is as follows:
   Group
   At 1 July 2004 and 30 June 2005: For the Group there has been an increase of long-term borrowings of $50,607,020 and a
   decrease to issued capital of $50,607,020.
   Company
   At 1 July 2004 and 30 June 2005: For the Company there has been an increase of long-term borrowings of $50,607,020 and a
   decrease to issued capital of $50,607,020.
   Group
   At 30 June 2005: For the Group there has been a decrease to retained earnings of $3,543,750 representing interest expense
   resulting from the reclassification of redeemable converting preference shares from equity to debt. A corresponding increase to
   retained earnings of $3,543,750 has also been processed which is a reversal of the dividend paid on these shares.
   Company
   At 30 June 2005: For the Company there has been a decrease to retained earnings of $3,543,750 representing interest expense
   resulting from the reclassification of redeemable converting preference shares from equity to debt. A corresponding increase to
   retained earnings of $3,543,750 has also been processed which is a reversal of the dividends paid on these shares.
    Group
(v) Listed shares held by the Group at 30 June 2005 were revalued under AGAAP. The revaluation has been reversed under AIFRS
    and the impairment has resulted in a decrease to net profits at 30 June 2005 of $1,602,766 with a corresponding increase to
    reserves of $1,602,766.
   Listed shares held by the Group at 30 June 2005 were revalued under AGAAP. The revaluation has been reversed under
   AIFRS resulting in decrease to other financial assets of $1,603,125 and a decrease to reserves by $1,603,125 to reflect no
   revaluation amount.
   The net reduction to the reserves was $359.
   Company
   Listed shares held by the Company at 30 June 2005 were revalued under AGAAP. The revaluation has been reversed under
   AIFRS resulting in decrease to other financial assets of $1,603,125 and decrease to reserves by $1,603,125.
(vi) Under AGAAP income tax expense was calculated by reference to accounting profit after allowing for permanent differences.
     Deferred tax asset was not recognised in relation to amounts recognised directly in equity such as costs associated with
     capital raising.
   A deferred tax liability is recognised for the difference between tax and accounting written-down value in respect of
   depreciating assets.
   Group
   At 1 July 2004: For the Group there has been an increase in deferred tax liability of $1,292,014 and a decrease to retained
   earnings of $1,292,014.
   At 30 June 2005: For the Group there has been an increase in deferred tax liability of $2,109,359 and a decrease to retained
   earnings of $2,109,359.
   Company
   At 30 June 2005: For the Company there has been an increase in deferred tax liability of $2,109,359 and an increase in
   receivables of $2,109,359 to subsidiary under tax sharing agreement.




                                                                                                                                    95
Notes for the Financial Statements
     For the financial year ended 30 June 2006




     Note 34. Impacts of the adoption of Australian equivalents to International Financial Reporting Standards continued
     (f) Reconciliation of profit for the year ended 30 June 2005 (Company) continued
          Group
          A deferred tax asset arises in relation to capital raising costs recorded in equity that are deductible for taxation purposes over
          five years.
         At 1 July 2004: For the Group there has been an increase in deferred tax asset of $1,070,780 and an increase to equity of
         $1,477,101 and decrease to retained earnings of $406,321.
         At 30 June 2005: For the Group there has been an increase in deferred tax asset of $4,216,270 and an increase to equity of
         $5,778,237 and decrease to retained earnings of $1,561,967.
         In addition, a deferred tax asset arises where operating leases are recorded for accounting purposes on a straight-line basis,
         however for tax purposes are deductible when incurred.
         At 1 July 2004: For the Group there has been an increase in deferred tax asset of $646,882 and an increase to retained
         earnings of $646,882.
         At 30 June 2005: For the Group there has been an increase in deferred tax asset of $1,641,257 and an increase to retained
         earnings of $1,641,257.
         Company
         At 1 July 2004: For the Company there has been an increase in deferred tax asset of $1,070,780 and an increase in equity of
         $1,477,101 and decrease to retained earnings of $406,321.
         At 30 June 2005: For the Company, there has been an increase in deferred tax asset of $5,933,267 and increase in equity of
         $5,778,237, decrease to receivables of $1,716,997 and decrease to retained earnings of $1,561,967.
     (vii) The Company’s operating leases are required to be expensed on a straight-line basis. The effect is as follows:
         Group
         At 1 July 2004: For the Group there has been a decrease in retained earnings of $2,156,275 and an increase in other non-current
         liabilities of $2,156,275.
         At 30 June 2005: For the Group there has been a decrease in retained earnings of $5,470,854 and an increase in other
         non-current liabilities of $5,470,854. The Group purchased Child Care Centres Australia/Peppercorn Management Group
         Limited in December 2004. The net assets did not reflect straight-line lease liability. This resulted in an increase in goodwill of
         $176,729 and an increase of $75,741 in deferred tax asset and increase in other non-current liabilities of $252,470.
     (viii) Under AIFRS the Group and Company are required to show gains from the sale of assets on a net basis. This change does not
            affect the retained profits of the Company but requires a reclassification of $40,022,363 from expenses to revenue for the Group
            and $908,552 for the Company.
     Note 35. Share-based Payments
     (i) Employee Share Plan
     A scheme is in place where shares may be issued by the Company to employees for no cash consideration. All Australian resident
     permanent employees (excluding Executive Directors) who have been continuously employed by the Group for a period of at least
     one year are eligible to participate in the scheme. Employees may elect not to participate in the scheme.
     Under the scheme, eligible employees may be offered fully-paid ordinary shares in A.B.C. Learning Centres Limited annually for no
     cash consideration. The market value of shares issued under the scheme, measured as the average market price on the day of
     issue of the shares, is recognised in the Balance Sheet as share capital and as part of employee benefit costs in the period the
     shares are granted.




96
Consolidated                            Company
                                                                     2006                  2005              2006                 2005
                                                                  No. ’000              No. ’000          No. ’000             No. ’000
Number of shares issued under the plan to participating
employees during the financial year:                                  332                     417             332                  417
                                                                      2006                  2005            2006                 2005
                                                                     $’000                  $’000           $’000                $’000
Total expense arising from share-based payment transactions:       1,776                    2,000          1,776                2,000
(ii) Carers Share Plan
A scheme is in place where shares may be issued by the Company to carers for no cash consideration.
Under the scheme, eligible carers may be offered fully-paid ordinary shares in A.B.C. Learning Centres Limited annually for no cash
consideration. The market value of shares issued under the scheme, measured as the average market price on the day of issue of the
shares, is recognised in the Balance Sheet as share capital and as part of employee benefit costs in the period the shares are granted.
                                                                             Consolidated                            Company
                                                                     2006                  2005              2006                 2005
                                                                  No. ’000              No. ’000          No. ’000             No. ’000
Number of shares issued under the plan to participating
carers during the financial year:                                     625                     406             625                  406
                                                                      2006                  2005            2006                 2005
                                                                     $’000                  $’000           $’000                $’000
Total expense arising from share-based payment transactions:       4,716                    2,038          4,716                2,038
(iii) Options
Options have been issued to the Key Management Personnel in the Learning Care Group, Inc. No other options have been granted.
Details of these options are outlined in note 4.
                                                                      2006                  2005            2006                 2005
                                                                     $’000                  $’000           $’000                $’000
Total expense arising from share-based payment transactions:       1,139                        –          1,139                     –
Note 36. Additional Company Information
A.B.C. Learning Centres Limited is a listed public company, incorporated in Australia. The Company operates in Australia,
New Zealand and the United States of America.
Registered office                                               Principal place of business
43 Metroplex Avenue                                            43 Metroplex Avenue
Murarrie                                                       Murarrie
Queensland, Australia 4172                                     Queensland, Australia 4172




                                                                                                                                          97
Additional Stock Exchange Information
     As at 15 September 2006




     (a) Distribution of Holders of Equity Securities
     (i) Ordinary shares
                                                                                  Number of holders                 Total ordinary shares
      Size of holding                                                              in each category                     in each category
      1 – 1,000                                                                            10,303                           5,909,970
      1,001 – 5,000                                                                        13,861                          33,601,402
      5,001 – 10,000                                                                        2,184                          15,731,106
      10,001 – 100,000                                                                      1,139                          27,105,933
      100,001 and over                                                                        165                         311,118,144
                                                                                           27,652                         393,466,555
     The number of security investors holding less than a marketable parcel of 81 securities ($6.18 on 15/09/2006) is 432 and they hold
     18,245 securities.
     (ii) Redeemable converting preference shares
                                                                                  Number of holders                   Total RCPS shares
      Size of holding                                                              in each category                     in each category
      1 – 1,000                                                                               301                             218,153
      1,001 – 5,000                                                                           730                           2,045,343
      5,001 – 10,000                                                                          195                           1,438,450
      10,001 – 100,000                                                                         64                           1,450,606
      100,001 and over                                                                         11                           6,847,448
                                                                                            1,301                          12,000,000
     The number of security investors holding less than a marketable parcel of 78 securities ($6.47 on 15/09/2006) is 5 and they hold
     194 securities.
     (b) The Names of the Substantial Shareholders who Have Notified the Company in Accordance with section 671B of the
     Corporations Act 2001 as at 15 September 2006 Are:
                                                                                                                               Fully Paid
      Ordinary shareholders                                                                                                     Number
      National Australia Bank Limited Group                                                                                28,712,230
      Ausbil Dexia Limited                                                                                                 21,598,180
      Commonwealth Bank of Australia                                                                                       21,432,147
      Newton Investment Management Limited                                                                                 19,887,583
                                                                                                                           91,630,140
     (c) Voting Rights
     The voting rights attached to each class of equity securities are set out below:
     (i)   Ordinary Shares
           On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share
           shall have one vote.




98
(ii) Redeemable Converting Preference Shares
     A preference share does not entitle its holder to vote at any general meeting of the Company except in the following
     circumstances:
     (a) on a proposal:
         –   to reduce the share capital of the Company;
         –   that affects the rights attached to the preference share;
         –   to wind up the Company; or
         –   for the disposal of the whole of the property, business and undertaking of the Company;
     (b) on a resolution to approve the terms of a buy-back agreement;
     (c) during a period in which a dividend or part of dividend of a preference share is in arrears as set out in terms of issue;
     (d) during the winding up of the Company; or
     (e) in any other circumstances in which the Listing Rules required holders of preference shares to be entitled to vote.
(iii) Options
     There are no voting rights attached to this class of equity.
(d) Twenty Largest Holders of Quoted Equity Securities
(i) Ordinary Shares
                                                                                                                       Fully Paid
                                                                                                             Number           Percentage
1     National Nominees Limited                                                                         49,542,225                   12.59
2     Westpac Custodian Nominees Limited                                                                40,340,795                   10.25
3     Citicorp Nominees Pty Limited                                                                     29,576,222                    7.52
4     JP Morgan Nominees Australia Limited                                                              21,393,583                    5.44
5     ANZ Nominees Limited                                                                              18,295,474                    4.65
6     Dr Le Neve Groves                                                                                 16,810,500                    4.27
7     Mr Edmund Groves                                                                                  16,797,500                    4.27
8     Cogent Nominees Pty Limited                                                                       13,656,418                    3.47
9     RBC Dexia Investor Services Australia Nominees Pty Limited                                         6,995,820                    1.78
10    Warbont Nominees Pty Ltd                                                                           6,821,283                    1.73
11    Fleet Nominees Pty Limited                                                                         5,932,136                    1.51
12    Abned Nominees Pty Limited                                                                         4,590,057                    1.17
13    Woodross Nominees Pty Ltd                                                                          3,831,807                    0.97
14    ANZ Nominees Limited                                                                               3,800,188                    0.97
15    UBS Nominees Pty Ltd                                                                               3,573,166                    0.91
16    Suncorp Custodian Services Pty Limited                                                             3,396,963                    0.86
17    Citicorp Nominees Pty Limited                                                                      3,234,825                    0.82
18    Jimm Pty Ltd                                                                                       2,962,000                    0.75
19    Queensland Investment Corporation                                                                  2,544,657                    0.65
20    MLEQ Nominees Pty Limited                                                                          2,335,260                    0.59
                                                                                                       256,430,879                   65.17
Unquoted equity securities
                                                                                                     Number on issue   Number of holders
                                                                                                          1,912,191*                    4
Options issued as an initial incentive award to senior executives of the Learning Care Group, Inc. to take up ordinary shares.
* Number of unissued ordinary shares under the options.




                                                                                                                                             99
Additional Stock Exchange Information
      As at 15 September 2006




      (ii) Redeemable Converting Preference Shares
                                                                                    Fully Paid
                                                                          Number           Percentage
      1    JP Morgan Nominees Australia Pty Limited                     2,306,412                19.22
      2    Brispot Nominees Pty Ltd                                     1,166,201                 9.72
      3    ANZ Nominees Limited                                           911,734                 7.60
      4    Irrewarra Investments Pty Ltd                                  889,000                 7.41
      5    Fortis Clearing Nominees Pty Limited                           390,654                 3.26
      6    Sandhurst Trustees Ltd                                         303,718                 2.53
      7    Westpac Custodian Nominees Limited                             270,274                 2.25
      8    National Nominees Limited                                      219,300                 1.83
      9    Trim Investments Pty Ltd                                       155,000                 1.29
      10   Medical Research Foundation for Women and Babies               120,000                 1.00
      11   Citicorp Nominees Pty Limited                                  115,155                 0.96
      12   RBC Dexia Investor Services Australia Nominees Pty Limited      72,387                 0.60
      13   Caergwrle Investments Pty Ltd                                   70,000                 0.58
      14   Mutual Trust Pty Ltd                                            50,000                 0.42
      15   Volbane Pty Ltd                                                 50,000                 0.42
      16   UBS Nominees Pty Ltd                                            47,200                 0.39
      17   Bond Street Custodians Limited                                  45,000                 0.38
      18   Yarranilgie Pty Ltd                                             42,310                 0.35
      19   Asset Custodian Nominees (Aust) Pty Ltd                         40,000                 0.33
      20   Contemplator Pty Ltd                                            40,000                 0.33
                                                                        7,304,345                60.87
      Company Secretary
      Ms J G Bannan
      Registered Office
      43 Metroplex Avenue
      Murarrie
      Queensland, Australia 4172
      Share Registry
      Link Market Services Limited
      Level 12
      300 Queen Street
      Brisbane QLD 4000




100
Corporate Directory




Directors                                    Share Registry
Chairman                                     Link Market Services Limited
Mrs Sallyanne Atkinson AO (Non-Executive)    Level 12
Executive Directors                          300 Queen Street
Mr Edmund S Groves                           Brisbane QLD 4000
Chief Executive Officer – Global Operations   Telephone: +61 2 8280 7454
Dr Le Neve A Groves                          Facsimile: +61 2 9287 0309
Chief Executive Officer – Education           Email: registrars@linkmarketservices.com.au
                                             Website: www.linkmarketservices.com.au
Mr Martin V Kemp
Chief Executive Officer – Operations          Financial and Accounting Advisors
(Australia and New Zealand)                  Harris Black Chartered Accountants
                                             Level 2
Non-Executive Directors                      262 Adelaide Street
Mr William E Bessemer                        Brisbane QLD 4000
Mr David J Ryan AO
The Hon. Lawrence J Anthony                  Telephone: +61 7 3032 0200
                                             Facsimile: +61 7 3032 0201
Registered Office                             Email: info@harrisblack.com.au
43 Metroplex Avenue                          Website: www.harrisblack.com.au
Murarrie QLD 4172
                                             Legal Advisors
Telephone: +61 7 3906 2000                   Freehills Lawyers
Facsimile: +61 7 3908 2577                   Level 42
Email: info@childcare.com.au                 101 Collins Street
Website: www.childcare.com.au                Melbourne VIC 3000
Corporate Advisor                            Telephone: +61 3 9288 1234
Austock Corporate Finance Limited            Facsimile: +61 3 9288 1567
Level 1                                      Email: business_enquiries@freehills.com
350 Collins Street                           Website: www.freehills.com
Melbourne VIC 3000
                                             Auditors
Telephone: +61 3 8601 2000                   Pitcher Partners Accountants, Auditors and Advisors
Facsimile: +61 3 9670 1057                   Level 21
Email: corporate@austock.com.au              300 Queen Street
Website: www.austock.com.au                  Brisbane QLD 4000
                                             Telephone: +61 7 3228 4000
                                             Facsimile: +61 7 3221 6420
                                             Email: partners@pitcherqld.com.au
                                             Website: www.pitcher.com.au




                                             This report is printed on Look!, an EMAS certified stock,
                                             and Sovereign Offset, a stock manufactured using the
precinct.com.au                              ISO 14001 Environmental Management System.
Abc learning-annual-report-2006

Abc learning-annual-report-2006

  • 1.
    A.B.C. Learning CentresLimited Annual Report 2006 A.B.C. Learning Centres Limited ABN 93 079 736 664 Annual Report 2006
  • 2.
    Contents 1 2006 Highlights 2Chairman’s Report 4 CEO’s Report 6 ABC’s four Building Blocks 8 Review of Operations – Australia, New Zealand and United States – Education 14 Board of Directors 17 Financial Report Corporate Directory
  • 3.
    Another record yearhas seen ABC grow its business exponentially and provide an increased return to shareholders. Revenue $631.5m +149.9% Operating profit after tax $81.1m +86.4% Earnings per share 27.7c +20.4% Business Highlights Growth in Childcare Places 112,179 2004–2006 January 2006 Acquisition of Learning Care Group, Inc. in the United States 46,164 June 2006 22,969 Acquisition of Kids Campus Limited 2004 2005 2006 Financial Highlights 2006 2005 % Change (AIFRS) (AIFRS) 2005/2006 Revenue $631.5m $252.7m 149.9 Operating profit after tax $81.1m $43.5m 86.4 Earnings per share – basic 27.7 cents 23.0 cents 20.4 Final dividend – fully franked 8.0 cents 6.0 cents 33.3 Full year dividend – fully franked 15.0 cents 11.0 cents 36.4 1
  • 4.
    Chairman’s Report The past 12 months have been a landmark year, a transforming year for the Company. With the acquisition of the US based Learning Care Group, Working closely with the existing Learning Care Group ABC became the world’s largest listed childcare provider. As and Children’s Courtyard senior management, ABC we stood on the threshold of this new stage of development can repeat its successful Australian and New Zealand this year, we took time to do what we have always done – formula of achieving high occupancy by lifting the standard pursue a program of well planned and well managed growth, of care and providing a world-class curriculum, quality staff underpinned by the highest quality of early childhood and a comprehensive program of renewal and renovation. education and care. Within Australia, the acquisition of Kids Campus in It was ABC’s foray into the US that gave us the most June 2006 further consolidated our position. ABC had exciting business headlines of the year. In November 2005, demonstrated its ability to integrate new centres with we announced our intention to acquire Learning Care, at a successful merger with the Peppercorn Management that time the third largest for-profit childcare provider in Group in 2004, and this continued with Kids Campus. North America. More recently, in August 2006, we agreed In July, we announced the acquisition of Hutchison’s to purchase Dallas-based Children’s Courtyard, the ninth Child Care Services. largest childcare provider in North America. Another exciting development this year was our expansion These acquisitions came out of our strong belief that the into corporate childcare, meaning parents have access to US provides exceptional opportunities for ABC. The US has centres either actually in or near their workplaces. I have a similar childcare market to Australia, with more mothers in visited two Westpac-ABC centres, a 75-place centre in the workforce and a greater demand for the highest quality Brisbane and a 50-place centre in Westpac’s new building education and care, but is served by a fragmented industry in Sydney, which have transformed those lucky families’ where no company holds more than three per cent of the lives. Arrangements with the Commonwealth Bank are also market. This has meant that the US industry has not yet underway, as part of the bank’s new staff wellbeing program. had the benefit of the capital injection we have achieved here. Corporate childcare has emerged as an important service We have always been aware that a move by an Australian that fits well into ABC’s strategy of managed growth. company into the US can be viewed as risky. But the Board and management have absolute confidence in our proven track record of good management and sound planning in a market that is similar to ours but 15 times larger. 2
  • 5.
    Right from thebeginning, we have understood the importance not only of our families but also of our communities. An important aspect of this strategy is our continual review Revenue this year was $631 million, an increase of 150 per cent and revision of our educational and developmental programs on last year, and our operating profit after tax was $81 million, to ensure they capture the latest research and are in line with an increase of 86 per cent. our approach to lifelong learning. You can read about these The increase in revenue is being passed on to shareholders important programs later in this report. as a final dividend of 8 cents per share, fully franked, making Right from the beginning, we have understood the importance a full year dividend of 15 cents per ordinary share fully franked not only of our families but also of our communities. We have for the year. always been involved with the communities, large and small, In conclusion, it has been a year of progress on all fronts. that have been home to our centres. And we have relished It is the progress ABC has consistently shown since it the opportunity to champion a number of causes, particularly started its first centre less than 20 years ago and listed five those with an emphasis on children, families and education. years ago on the Australian Stock Exchange. There have So this year ABC introduced SIDS and Kids Safe Sleeping been many people on that journey and many people who kits into our centres right across Australia and New Zealand continue to make it successful. I would like to congratulate and helped our children fundraise on Red Nose Day. Our and thank them all. support has been as varied as the Australian Children’s Music Foundation and the establishment of a Chair in Your Directors feel enormous confidence in the road ahead, Midwifery to be established by the Mater Mother’s Hospital and we thank you for joining us. and the Australian Catholic University. For you, our shareholders, the benefits of being part of a dynamic, responsible company are equalled by our solid financial results. Sallyanne Atkinson AO Chairman 3
  • 6.
    CEO’s Report ABC is now an international childcare provider with an increasingly strong financial and shareholder focus. During the year, we have repaid debt and funded acquisitions and further growth opportunities. Consolidation and International Expansion ABC has consolidated its position in the giant US market In the last 12 months, ABC has evolved into a substantially with the recent acquisition of Children’s Courtyard in Texas, different company. We are a significantly larger company giving us a total of 417 owned centres and 108 franchised and now also an international organisation. centres in the US. During the year, we commenced our expansion into the US, Our expansion into the US has been measured, with a gaining a substantial part of the largest childcare market in deliberate focus on strategic integration into our existing the world. business, enabling us to deliver shareholder value through an immediate return on invested capital. We cemented our position as the leading childcare provider in the Australian market through our acquisitions of Kids We see greater potential in the US market for further Campus and Hutchison’s Child Care Services and are acquisitions in addition to building new centres and now Australia’s leading provider of childcare services. acquiring franchised businesses. Our financial position has been strengthened with an Australian Acquisitions additional capital raising underpinning our acquisitions We have continued to build our leadership position in the and funding our future growth opportunities. Australian market through further acquisitions. Building on our merger with the Peppercorn Group, we acquired These initiatives have positioned ABC at the forefront of Kids Campus Limited and announced the acquisition of the childcare industry, enabling us to continue to provide Hutchison’s Child Care Services Limited. the highest quality of care for children and families in our centres and strategically positioning us to capitalise on These acquisitions give us benefits of scale and importantly these investments over the longer term. provide ABC with the opportunity to provide an enhanced choice of centres for our corporate partners. Expansion into the US One of the major initiatives we have undertaken in the past With the Peppercorn merger, ABC has demonstrated its year has been our expansion into the US. Our acquisition ability to manage and integrate acquisitions to enhance of the Learning Care Group, Inc. in January, with 460 owned shareholder value without compromising quality of care and franchised centres, gave ABC a significant position in or education. the US market. The successful integration of operational and administrative The US expansion was a logical progression for the functions also enables centre staff to spend more time on company. Our previous merger with Peppercorn Group what they do best – providing an exciting and challenging meant we were of sufficient scale to warrant international early learning environment for the children in their care. expansion and the Learning Care Group was a natural, Realising the benefits of these acquisitions is not an easy strategic fit for the Company. undertaking and we are fortunate to have dedicated staff We were able to bring the benefit of our management who are committed to ensuring the success of this program. experience to an existing provider with two respected The amalgamation of the various offices into one corporate operating subsidiaries, Tutor Time and Childtime, subsequently office has been a significant achievement and I would like to expanding our operations further, with Tutor Time acquiring extend my appreciation to our staff for making this happen. an additional 17 centres in southern California. 4
  • 7.
    Our expansion intothe US has been measured, with a deliberate focus on strategic integration into our existing business, enabling us to deliver shareholder value through an immediate return on invested capital. Following the acquisition of the Hutchison centres, This has been the hallmark of our business success ABC will have over 1000 centres in Australia and and continues to be the primary focus of management. New Zealand, or approximately 20 per cent of long day In the next financial year, as part of our commitment to care centres nationally. raising standards across our industry, ABC will make In addition to growth by acquisition, we will continue to significant investments in centre staff training programs. selectively build new centres in the coming year. In addition, we will continue our corporate partnership program to develop childcare centres for entities such Capital Management as the major banks. During the year, ABC has raised sufficient capital to repay debt and fund acquisitions and further growth opportunities. In the past year, ABC has been transformed as we have Our net debt position at the end of June was $29.3 million. significantly expanded the scope and size of our business, We can now feel comfortable in increasing the debt position while remaining true to our commitment to quality in all of the Company as we continue to grow. our centres. The breadth and scale of our operations now means that we The outlook for our business remains positive and we will have also moved into the ASX Top 100 list of companies. The continue to selectively acquire and construct centres where Company and its operations are now attracting the attention they meet a community need and add to our business. of a new set of institutional shareholders and one of our We thank our dedicated staff for their help in building ABC priorities is to engage with this market to build understanding into a prosperous international company. of our development strategy. Commitment to Training and Quality In the past year the Company has experienced a significant transformation in the size and composition of our business while remaining firmly focused on the provision of quality early childhood care and education. Edmund S Groves CEO Operations (Global) 5
  • 8.
    ABC’s four BuildingBlocks The best foundation for a child’s future ABC Learning Centres is committed to ensuring each child is loved, nurtured, educated and given the best possible chance in life. That is why we have specifically created the ‘Four Building Blocks’. Each one of these building blocks is a pathway to a child’s overall wellbeing and future development. We recognise that in order for young children to reach their full potential in a learning environment, they must each be viewed as an individual. At ABC, we recognise that each child is uniquely different. Our tailored learning curriculum focuses on each child’s unique style of learning that allows them to gain the most from these experiences. Literacy, numeracy, and computer skills are key elements of this building block. We offer specialised and fun programs to nurture a child’s nutritional and physical development. Our aim is to ensure children begin and continue to make healthy choices, as well as developing and enhancing their gross and fine motor skills. The programs and the activities offered in this building block are based on the individual child. Each child is able to develop skills according to their own unique abilities and special interests. 6
  • 9.
    ABC prides itselfon the special learning environments it creates. Centre facilities are constantly upgraded, ensuring a safe and secure environment for all children. That’s why we have re-invested close to $100 million into our early learning centres over the last four years. Our extensive play and educational facilities are specifically designed with child safety and child development as the main priority. We are also the only company continuing to build centres in all areas where need exists across the country. ABC centre staff are early childhood professionals, dedicated to the development of every individual child. All our staff training and assessment services are not only relevant to the real world but also incorporate holistic practices in child development. They undertake continuing levels of study to achieve their qualifications developed specifically for the care and education of children under six years of age. In Australia, centre staff qualifications range from Certificate level through to Diplomas, Advanced Diplomas and Bachelor of Education (Early Childhood). ABC centre staff are employed according to the Child Care Regulations and Acts specific to each State/Territory. Real Mums. Real Stories. “My son attends an ABC childcare how to use a cup and baby eating centre one day a week, and has utensils and settling problems. done since 12 weeks of age. ABC staff and directors assisted It is on these days that we find me with post-natal depression, this he is most settled, he is happy assistance is given freely and is not when I arrive to pick him up. part of the school fees. This kind of He spends his days finger painting, care and attention to a little person, experiencing a myriad of toys that his growth and development no parent would be able to provide and his family’s overall wellbeing in such a variety or quantity. The is nothing short of a fantastic staff there assist parents in learning community service to all.” how best to cope with difficult moments, how to introduce solids, Mrs K Barry, ABC Grays Point 7
  • 10.
    Review of Operations Australia, New Zealand and United States It was a year of unprecedented expansion, with ABC achieving a growth rate of 41 per cent in its number of childcare centres, moving into the US and New Zealand and significantly expanding the corporate care division. Summary Another significant acquisition was the six childcare centres Operations grew significantly through the year. The total managed by the Universal group in metropolitan Sydney. number of centres increased from 660 to 933 (905 in This acquisition comprised 421 existing places with a further Australia, 28 in New Zealand), a growth of 41 per cent. 960 places to be developed. More than half of the places are to be for children under three years of age. The Company continued to acquire high quality groups and excellent sites and centres in outstanding locations. A further 192 centres were acquired through the year in small A strengthening of our operational structure has enabled groups or individually. us to focus on and measure our quantitative and qualitative Delivery of Services performance indicators more effectively. Systems have The main focus of the delivery of services to our continued to improve and have reduced the administrative children and families continued to be on our high quality burden for our centre staff, enabling them to spend educational curriculum. additional time with the children. Our Corporate Care division has progressed markedly, securing further major Staff training continued as a key focal point with organisations. Marketing has been enhanced this year, with curriculum training and our Rewards Success Program a number of major campaigns boosting occupancies. featuring strongly. Acquisitions The acquisition of Kids Campus Limited (KDS) for $127.9 million was the most significant new initiative during the financial year. KDS has added 75 centres and an existing pipeline of 21 centres to the group, with 8,000 places in strategic locations. The transaction also included a further 4,000 places to be provided over three years. Real Parents. Real Stories. “Our daughter who is now or updated, and the systems and 26 months old has been going procedures have improved. to a local (privately-run) day care Our daughter (who originally attended centre for just on two years. In July one day and now attends three last year it was turned into an ABC full days per week) has grown and Centre, a move which my husband flourished and turned into a happy and I, being small business owners, healthy toddler under their care. were originally ambivalent about. ABC is the best thing that could However, what we have noticed have happened to our centre.” since the changeover is that, parents are now better informed, Lana and Craig White, every toy and piece of equipment ABC Jerraboombah in the centre has been replaced 8
  • 11.
    Northern Territory Queensland 15 335 Western Australia 78 Australian Capital Territory New South Wales 210 South Australia 8 Victoria 56 281 Tasmania New Zealand 11 28 Our operational structure was strengthened by the addition Refurbishments were carried out at 212 centres through of more than 40 area managers to the management team. the year and over 30,000 maintenance responses These managers were mostly senior Centre Directors were undertaken. promoted into the position but still retaining a strong Staff computers were provided to over 200 centres connection to the centres. and there were over 6,000 IT&T responses in the year. Operations Central, a centralised support service staffed Systems by senior early childhood personnel, was launched through Improved access by Centre Directors to centre relief staff the year. Operations Central has provided centre staff and was achieved through our labour management system, families with much improved support and the Company Kronos. This system was also extended to our New Zealand with essential feedback data on its operations. centres. We also commenced automated child attendance Performance times in our New Zealand centres, improving our security Under the Commonwealth Quality Improvement and and management processes. Accreditation System, 213 of our centres were accredited A new rostering system was developed in our childcare this year, 98 per cent achieving the highest level. centre systems as well as automatic direct debiting of fees And under our internal Quality Assurance Program, each and improved banking systems. These developments have of our centres was visited once per quarter, resulting been instrumental in reducing office time for Centre Directors. in 1,856 centre visits and the issuing of 4,937 quality Substantial work was undertaken on our intranet assurance certificates in the areas of Industry Compliance, throughout the year. All centre policies and procedures and Early Childhood Learning Environment, Centre Presentation other essential centre information is now at the fingertips of and Administration. the Centre Director. Online ordering of toys and equipment Centre staff turnover continued at the low rate of 8.3 per cent. as well as purchasing of supplies for the centres has been Much of the turnover was for family or travel reasons. further developed. 9
  • 12.
    Review of Operations Australia, New Zealand and United States Corporate Care Other campaigns through the year included the 2 Weeks The Corporate Care division commenced the management Free and “Guess Who” campaigns. New signage of the existing 19 Department of Defence childcare centres. turnaround times for acquired centres was also greatly A number of existing ABC centres were converted to reduced, enabling the centres to be identified with the Defence corporate care centres, increasing the total number ABC marketing campaigns. to 35 centres. Regional marketing information was amended to include the Other corporate partners who joined through the year local centre telephone number as well as the toll-free number included the Commonwealth Bank of Australia, Optus, (1800 222 543 in Australia, 0508 222 543 in New Zealand). Chisholm TAFE, Chandler Macleod and the Queensland Learning Care Group Institute of Medical Research. Joining the ABC Group has brought exciting opportunities Marketing for growth and development of the Learning Care Group It has always been ABC’s experience that word of mouth is in the US. Since the acquisition by ABC in January 2006, our best form of marketing. This year has been no different the Learning Care Group has made a strategic shift in in this regard and the constant stream of support letters its business strategy, which previously focused on growth that we receive from our excited families suggests that through the franchise market. the neighbourhood grapevine is hard at work. It is also a constant reminder that the Company must continually find improved ways to support and inspire those families. We bolstered our marketing efforts this year with a major re-enrolment campaign over the summer holiday period. The campaign included an extensive flyer distribution and TV advertisements which continued through the Commonwealth Games and local radio advertisements. Additional call centre staff were engaged and trained to respond to the huge influx of enquiries. Real Parents. Real Stories. “When I was pregnant with Miranda, for Miranda and not to worry about I struggled to find her an place in things, just enjoy the remainder childcare as all the places were of the pregnancy and impending full. My husband I and kept getting parenthood. This was very reassuring. knocked back. Originally, we The staff are all thrilled when we had avoided the larger corporate carry her in the door, and are centres such as ABC for fear of our genuinely concerned for her welfare. baby being treated as just another We are very thankful for the love customer. But we then phoned and care that our daughter has ABC and were surprised with the received, and would recommend response we got. We were invited ABC centres to any other parents.” to visit the centre and see how the kids enjoy their time there. We were Brad and Janelle McKenzie, told that a place would be found ABC Newtown 10
  • 13.
    East Midwest 91 128 West 125 South 138 Today, the company is driving growth by: As a result of these acquisitions, the Learning Care Group (a) acquiring other regional early education providers operates in nearly 500 locations in the United States who are known for their exceptional quality; of America. (b) purchasing franchised Tutor Time centres; and We are currently undergoing an extensive remodelling program (c) developing new centres to increase concentration and have budgeted approximately US$40 million to undertake in select key markets. these refurbishments at more than 180 of the Childtime centres across the country. These enhancements include an In the eight months since the ABC acquisition, the Learning updated classroom environment that supports our new The Care Group has been highly successful in executing Empowered Child™ curriculum. Early indications of recently this shift in business strategy by acquiring 23 previously completed remodels show an improvement in enrolment, franchised Tutor Time centres and contracting to purchase which is anticipated for all the centres involved throughout Children’s Courtyard, which operates 46 schools (comprised this process. of 74 centres) in Texas. The Children’s Courtyard acquisition was an ideal fit under Learning Care Group’s umbrella of brands, as they have a strong commitment to high quality early education and care. The synergies among both companies will allow for continued growth in the marketplace and will position Learning Care Group as a leading early education provider in Texas. 11
  • 14.
    Review of Operations Education Education is what we do. ABC’s National Institute of Early Childhood Education had steady growth through the year. Educational initiatives such as the ABC LifeSmart Curriculum have enhanced our programs for older children in our centres. College – Australia The ABC LifeSmart Curriculum provides children with The National Institute of Early Childhood Education (NIECE), the foundation learning skills they require to become has experienced steady yet significant growth over the confident lifelong learners. The curriculum gives children previous 12 months. the opportunities to explore and extend upon these skills through their participation in a wide range of experiences NIECE provides specialised training in Children’s Services in their early learning environment. qualifications to an average of 2,300 students at any given time, on a national basis. Over 1,000 students The experiences offered by the early learning environment, the have successfully graduated with Children’s Services daily routine and the interactions with educators all contribute qualifications in the previous year. to create a supportive, stimulating and challenging program. Trainers/assessors are based in nine locations around Within the environment a range of activities are offered Australia, delivering courses to full-time and external that actively engage children to enhance all areas of their students. NIECE’s unique delivery model allows external development, promote confidence and independence students to access regular workshops in metropolitan and and assist them in transitioning to their first year of regional locations as well as receive one-on-one mentoring. compulsory schooling. NIECE has been awarded DET-funded User Choice contracts The ABC LifeSmart Curriculum has a significant focus to deliver training services to trainees and apprentices in on literacy, numeracy and computer skills development. Queensland, New South Wales, Victoria, Tasmania, South It also includes: Australia, Western Australia and the Northern Territory. – Letterland – a phonemic awareness program to Trainees and apprentices equate to almost one-third of promote early literacy skills; enrolled students, the remainder being self-funded students who select NIECE as their provider of choice. – Broadlearn – a specialised program for children to develop computer skills using a digital library of over NIECE is firmly established as a nationally Recognised 300 learning activities; Training Organisation and is the largest private provider delivering the Certificate lll, Diploma and Advanced Diploma – Behavioural Learning – a special program for children in Children’s Services. to facilitate positive peer interactions and to assist children with self-regulation and behaviour management; ABC LifeSmart Curriculum – Australia/New Zealand This year, while experiencing exceptional growth both in the – Read for 10 – a reading program for families which has quantity and the types of early learning services we have been developed by the ABC Education Department in acquired, we have focused specific attention on improving conjunction with the Dymocks Literacy Foundation and our exciting and innovative programs and educational services. the National Institute of Early Childhood Education; and The introduction of the ABC LifeSmart Curriculum has been – Hold on Tight, Stay in Sight – a program developed by an educational initiative developed to further enhance the the ABC Education Department to encourage all children educational programs currently offered in the oldest age group and families to be conscious of car safety in driveways. classrooms at ABC Learning Centres. The curriculum meets and extends on the varying legislative requirements of each state and territory of Australia and the Te Whariki guidelines established by the New Zealand Ministry of Education. 12
  • 15.
    To help supporteach of these exciting new initiatives, the – Biometric access systems – fingerprint identity ABC Education Department has launched its own site verification to provide our families with an added sense on the ABC Learning Centre’s intranet. This site provides of security; additional support for centre personnel with each of these – Next Generation Application data solution – which new programs and offers additional advice for program gives both parents and centre staff the ability to planning and implementation. seamlessly interact over the internet; Each and every one of these projects is very special. – PeopleSoft – designed to improve internal support Each project has been specifically developed to extend systems and provide up-to-date human resources the educational opportunities for children and to increase functions, as well as serving as a portal for company- their learning outcomes. wide information; and ABC has been developing and providing early childhood – Galileo educational software – helping teaching staff programs for the past 18 years. The launch of our new ABC tailor their educational program to the unique needs of LifeSmart Curriculum is a further example of our dedication the classroom and individual students. to the ongoing development of educational programs for the children in our care. The proprietary curriculum at Learning Care Group is one of our key differentiators and strengths. The Tutor Education and Curriculum – United States Time LifeSmart™ and Childtime The Empowered Child™ Learning Care Group is committed to providing our families educational offerings help inspire a lifelong love of learning. with the best care, staff and centres. To ensure we have We are currently in the process of providing all our teaching achieved all of these goals, we are taking steps that will staff with additional training on this curriculum, making help our schools through the accreditation process, either this the first time that Learning Care Group has made the on a national or local level. These certifications may come financial commitment to bring teachers together from an from the National Association for the Education of Young entire area and train them using a professional resource. Children (NAEYC), the National Early Childhood Program Accreditation (NECPA) or other state governing agencies. Recently, we completed a pilot of the online lesson planning portion of our new Curriculum Embedded Assessment The government relations department at Learning Care System. The teachers were very receptive, reporting that Group has been very involved with the Early Care and lesson planning was more enjoyable and saved them time. Education Consortium, with one of our staff members Teachers will begin using this system company-wide in serving as the committee’s president. Our team continues December. to strengthen its legislative relationships and raise awareness on the issues affecting early education providers, ensuring Through extensive market research, Learning Care Group Learning Care Group has a strong voice in the field. has seen more and more parents turn to online/web-based resources when considering an early education provider To be a leader in the early education field, it is imperative for their child. We will continue to explore e-marketing to utilise state-of-the-art technology and to streamline opportunities to ensure that Learning Care Group and its processes. We are currently in the process of testing and brands are providing our target web-based audience with installing a variety of technology enhancements, including: the information they need in a user-friendly format. 13
  • 16.
    Board of Directors Mrs Sallyanne Atkinson AO Mr Edmund Groves Dr Le Neve Groves Mr Martin Kemp Chairman CEO Operations (Global) CEO Education Executive Director CEO Operations Sallyanne Atkinson is a Eddy Groves is co-founder Le Neve Groves is co- (Australia and former Lord Mayor of of ABC and was the founder of ABC, CEO of New Zealand) Brisbane, Australian Senior architect behind ABC’s Education and Principal Trade Commissioner to listing on the ASX in 2001. of the National Institute of Martin Kemp has 16 years’ Paris and Chairman of He is renowned as one Early Childhood Education experience in childcare and Queensland Tourism. of Australia’s business (formerly ABC Early has, in that time, co-founded She is a director of several leaders and brings over Childhood Training College). a number of childcare groups public companies and 18 years’ experience in the Le Neve holds several early including Premier Early associations, including childcare industry. Eddy childhood qualifications, Learning Centres. He has APN News & Media has primary responsibility including a Diploma of owned, managed, operated, Limited and The Australian for financial and operational Teaching Primary/Preschool, acquired or developed Ballet. She is chairman matters. He also provides Bachelor of Education, over 300 childcare centres of the Federal Ministerial industry acknowledged Master of Education and throughout Australia and Taskforce on Dementia skills in acquisition strategy, a PhD in Education. New Zealand. and of the Crawford Fund centre location and design, Le Neve assists in the Martin holds a Bachelor of (Qld). Sallyanne is also a business development and development of and Engineering (Hons) degree Special Representative for corporate strategic planning. oversees all early childhood and a Masters of Engineering Queensland, South East He is among Australia’s philosophies, policies and Science degree and is a Asia in the Queensland leading public speakers and practices in the ABC Group. member of the Institution State Government. regularly addresses a range Since the inception of ABC of Engineers Australia. of business and childcare Among Sallyanne’s many Developmental Learning He has extensive project industry forums and events. achievements, she has Centres, Le Neve has management experience in received several awards supported the design and multi-million dollar projects including Officer of the implementation of ABC’s around Australia. Order of Australia and high quality programs for Martin has been a member recently was awarded which we have received 17 of the Commonwealth Child an Honorary Doctorate industry awards. Le Neve Care Advisory Council, by the Australian Catholic is also the Chairman of President of the Queensland University. She is a Fellow ABC’s risk management Professional Child Care of the Australian Institute committee. Centres Association, of Management, Australian Le Neve, a member of President of the Australian Institute of Company the Stronger Families and Confederation of Child Care, Directors and Australian Communities Partnership President of the Queensland Institute of Planning. established in 2004 by Private Child Care Centres Sallyanne holds a Bachelor the Commonwealth Employers Organisation and of Arts degree from the Government, is also a Foundation Board Member University of Queensland. Queensland State Director of the Australian Childcare for Young Media Australia. Centres Association (federal employer organisation). 14
  • 17.
    Mr William Bessemer Mr David Ryan AO The Hon. Lawrence Anthony Non-Executive Director Non-Executive Director Non-Executive Director Bill Bessemer is currently David Ryan is the Chairman Larry Anthony is currently a Chairman of Austock Group of Tooth & Co and other board member of Learning Limited and Australia Pacific Residual Assco Group Care Group, Inc, Macquarie Exchange Limited and is a Limited group companies. Media Group, Indue Ltd director of public company He is also a non-executive and the National Chairman Timbercorp Limited. director of Transurban for the Duke of Edinburgh’s Group and Lend Lease Awards Australia. He has extensive experience Corporation Limited, as and practical corporate Larry has vast experience well as a member of the skills covering debt and in government sectors Advisory Board of Virgin equity raisings, financial and finance including roles Management Asia-Pacific structuring, mergers, with Merrill Lynch and Pty Ltd and a member acquisitions and business Potter Warburg. He is a of the Advisory Board of recoveries. former Federal Minister for Caliburn Partnership. Children and Youth Affairs, Bill holds a Bachelor of David has extensive Community Services and Economics degree from the business experience the Parliamentary Secretary University of Queensland, through his current and for Trade. He is also involved a Master of Business former roles which include with various charities Administration degree from holding senior executive across Australia. the University of Melbourne management positions in and is a Certified Practising Larry holds a Bachelor public companies and being Accountant. of Commerce degree from a member of a number of the University of New South public company boards. Wales, a diploma from David is well credentialed the Australian Institute to provide support to of Company Directors, a the ABC board as a diploma of Applied Finance Non-Executive Director. and Investment and is a Member of the Banking and Securities Institute of Australia and Australian Institute of Company Directors. 15
  • 18.
  • 19.
    A.B.C. Learning CentresLimited Annual Financial Report for the year ended 30 June 2006 18 Corporate Governance Statement 23 Directors’ Report 36 Auditors’ Independence Declaration 37 Independent Audit Report 39 Directors’ Declaration 40 Income Statements 41 Balance Sheets 42 Statement of Changes in Equity 44 Cash Flow Statements 45 Notes to the Financial Statements 98 Additional Stock Exchange Information 17
  • 20.
    Corporate Governance Statement Corporate Governance 3. within the last three years has not been employed in an The Company is committed to implementing the highest executive capacity by the Company or another group standards of corporate governance. In determining what those member, or been a Director after ceasing to hold any such high standards should involve the Company has turned to the employment; ASX Corporate Governance Council’s Principles of Good 4. within the last three years has not been a principal of a Corporate Governance and Best Practice Recommendations. material professional adviser or a material consultant to the The Company is pleased to advise that the Company’s policies Company or another group member, or an employee are consistent with those ASX guidelines. materially associated with the service provided; Where the Company’s corporate governance practices do not 5. is not a material supplier or customer of the Company correlate with the practices recommended by the Council, the or another group member, or an officer of or otherwise Company is working towards compliance. associated directly or indirectly with a material supplier 1. Board of Directors or customer; 1.1 Role of the Board 6. has no material contractual relationship with the Company The Board’s role is to govern the Company rather than to or other group member other than as a Director of the manage it. In governing the Company, the Directors must act in Company; the best interests of the Company as a whole. It is the role of senior management to manage the Company in accordance 7. has not served on the Board for a period which could, or with the direction and delegations of the Board and the could reasonably be perceived to, materially interfere with responsibility of the Board to oversee the activities of the Director’s ability to act in the best interests of the management in carrying out these delegated duties. Company; and In carrying out its governance role, the main task of the Board is 8. is free from any interest and any business or other to drive the performance of the Company. The Board must also relationship which could, or could reasonably be perceived ensure that the Company complies with all of its contractual, to, materially interfere with the Director’s ability to act in the statutory and any other legal obligations, including the best interests of the Company. requirements of any regulatory body. The Board has the final A majority of the Board is not made up of independent responsibility for the successful operations of the Company. Directors. The Board currently has three independent Directors To assist the Board carry out its functions, it has a Code of and four non-independent Directors. Conduct to guide the Directors, the Chief Executive Officers, Mr William Bessemer is a Non-Executive Director of the the Chief Financial Officer and other key executives in the Company and is also the Chairman and shareholder of the performance of their roles. Austock Group Limited which owns the Company’s corporate 1.2 Composition of the Board advisors and as such does not meet the Company’s criteria for To add value to the Company the Board has been formed so independence. However, as one of the founding Directors of the that it has effective composition, size and commitment to Company, his experience and knowledge of the Company adequately discharge its responsibilities and duties. The names makes his contribution to the Board such that it is appropriate of the Directors and their qualifications and experience are for him to remain on the Board. stated on pages 25 to 27 along with the term of office held by As the Company is now a global operation, the Board needs to each of the Directors. Directors are appointed based on the carefully consider an appropriate and relevant Board structure specific governance skills required by the Company and on the for the future before it appoints further Directors. independence of their decision-making and judgement. 1.3 Responsibilities of the Board The Company recognises the importance of Non-Executive In general, the Board is responsible for, and has the authority Directors and the external perspective and advice that to determine, all matters relating to the policies, practices, Non-Executive Directors can offer. Mrs Sallyanne Atkinson management and operations of the Company. It is required to (Chairman), Mr William Bessemer, Mr David Ryan and the do all things that may be necessary to be done in order to carry Hon. Larry Anthony are all Non-Executive Directors. In addition out the objectives of the Company. to being Non-Executive Directors, Mrs Sallyanne Atkinson, Mr David Ryan and the Hon. Larry Anthony also meet the Without intending to limit this general role of the Board, the following criteria for independence adopted by the Company. principal functions and responsibilities of the Board include the following. An Independent Director: 1. Leadership of the Organisation: overseeing the Company 1. is a Non-Executive Director; and establishing codes that reflect the values of the 2. is not a substantial shareholder of the Company or an Company and guide the conduct of the Board, officer of, or otherwise associated directly with, a substantial management and employees. shareholder of the Company; 18
  • 21.
    2. Strategy Formulation:working with senior management to 1.4.2 Commitments set and review the overall strategy and goals for the Each member of the Board is committed to spending sufficient Company and ensuring that there are policies in place to time to enable them to carry out their duties as a Director of govern the operation of the Company. the Company. 3. Overseeing Planning Activities: overseeing the development 1.4.3 Confidentiality of the Company’s strategic plan and approving that plan as In accordance with legal requirements and agreed ethical well as the annual and long-term budgets. standards, Directors and key executives of the Company have agreed to keep confidential, information received in the 4. Shareholder Liaison: promoting effective communications course of the exercise of their duties and will not disclose with shareholders through an appropriate communications non-public information except where disclosure is authorised policy and promoting participation at general meetings of or legally mandated. the Company. 1.4.4 Continuous Disclosure 5. Monitoring, Compliance and Risk Management: overseeing The Board has designated the Company Secretary as the the Company’s risk management, compliance, control and person responsible for overseeing and coordinating disclosure accountability systems and monitoring and directing the of information to the ASX as well as communicating with the financial and operational performance of the Company. ASX. In accordance with the ASX Listing Rules the Company 6. Company Finances: approving expenses in excess of those immediately notifies the ASX of information: approved in the annual budget and approving and monitoring 1. concerning the Company that a reasonable person would acquisitions, divestitures and financial and other reporting. expect to have a material effect on the price or value of the 7. Human Resources: appointing, and, where appropriate, Company’s securities; and removing the Chief Executive Officers (CEOs) and 2. that would, or would be likely to, influence persons who Chief Financial Officer (CFO) as well as reviewing the commonly invest in securities in deciding whether to acquire performance of the CEOs and monitoring the performance or dispose of the Company’s securities. of senior management in their implementation of the Company’s strategy. 1.4.5 Education and Induction New Directors undergo an induction process in which they are 8. Ensuring the Health, Safety and Well-Being of Employees: given a full briefing on the Company. This includes meetings in conjunction with the senior management team, with key executives, tours of the premises, an induction developing, overseeing and reviewing the effectiveness of package and presentations. Information conveyed to new the Company’s occupational health and safety systems to Directors include: promote the well-being of all employees. – details of the roles and responsibilities of a Director with an 9. Delegation of Authority: delegating appropriate powers to outline of the qualities required to be a successful Director; the CEOs to ensure the effective day-to-day management of the Company and establishing and determining the – formal policies on Director appointment as well as conduct powers and functions of the Committees of the Board. and contribution expectations; Full details of the Board’s role and responsibilities are contained – details of all relevant legal requirements; in the Board Charter, a copy of which is available upon request. – a copy of the Board Charter; 1.4 Board Policies – guidelines on how the Board processes function; 1.4.1 Conflicts of Interest Directors must: – details of past, recent and likely future developments relating to the Board including anticipated regulatory changes; – disclose to the Board actual or potential conflicts of interest that may or might reasonably be thought to exist between – background information on and contact information for key the interests of the Director and the interests of any other people in the organisation including an outline of their roles parties in carrying out the activities of the Company; and and capabilities; – if requested by the Board, within seven days or such further – an analysis of the Company; period as may be permitted, take such necessary and – a synopsis of the current strategic direction of the Company reasonable steps to remove any conflict of interest. including a copy of the current strategic plan and annual If a Director cannot or is unwilling to remove a conflict of budget; and interest then the Director must, in accordance with the – a copy of the Constitution of the Company. Corporations Act, absent himself or herself from the room when discussion and/or voting occurs on matters about which the conflict relates. 19
  • 22.
    Corporate Governance Statement In order to achieve continuing improvement in Board In addition, consistent with the law, designated officers are performance, all Directors are encouraged to undergo continual prohibited from trading in the Company’s securities while in the professional development. Specifically, Directors are provided possession of unpublished price sensitive information concerning with the resources and training to address skills gaps where the Company. Unpublished price sensitive information is they are identified. information regarding the Company, of which the market is not 1.4.6 Independent Professional Advice aware, that a reasonable person would expect to have a material The Board collectively and each Director has the right to seek effect on the price or value of the Company’s securities. independent professional advice at the Company’s expense, up Notice of an intention to trade must be given prior to trading in to specified limits, to assist them to carry out their the Company’s securities as well as a confirmation that the responsibilities. person is not in possession of any unpublished price sensitive 1.4.7 Related Party Transactions information. The completion of any such trade by a Director Related party transactions include any financial transaction must also be notified to the Company Secretary who in turn between a Director and the Company and will be reported in advises the ASX. writing to each Board meeting. Unless there is an exemption 1.4.10 Performance Review/Evaluation under the Corporations Act from the requirement to obtain Generally, it is the policy of the Board to conduct an evaluation shareholder approval for the related party transaction, the Board of its performance annually. The Board’s performance will be cannot approve the transaction. measured against both qualitative and quantitative indicators. 1.4.8 Shareholder Communication The objective of this evaluation is to provide best practice The Company respects the rights of its shareholders and to corporate governance to the Company. facilitate the effective exercise of those rights the Company is The Board is currently undergoing an independent review of its committed to: performance by external management consultants. 1. communicating effectively with shareholders through 1.4.11 Attestations by CEO and CFO releases to the market via ASX, the Company’s website, In accordance with the Board’s policy, the CEO and the CFO information mailed to shareholders and the general made the attestations recommended by the ASX Corporate meetings of the Company; Governance Council as to the Company’s financial condition 2. giving shareholders ready access to balanced and prior to the Board signing this Annual Report. understandable information about the Company and 2. Board Committees corporate proposals; 2.1 Audit Committee 3. making it easy for shareholders to participate in general Below is a summary of the role, composition and responsibilities meetings of the Company; and of the Audit Committee. Further details are contained in the Audit Committee’s Charter. 4. requesting the external auditor to attend the annual general meeting and be available to answer shareholder questions 2.1.1 Role about the conduct of the audit and the preparation and The Audit Committee is responsible for reviewing the integrity of content of the auditor’s report. the Company’s financial reporting and overseeing the independence of the external auditors. The Company also makes available a telephone number and email address for shareholders to make enquiries of the 2.1.2 Composition Company. During the 2006 financial year, the Audit Committee consisted of three members. The Hon. Larry Anthony was appointed to the 1.4.9 Trading in Company Shares Audit Committee in August 2006. Members are appointed by The Company has a Share Trading Policy under which the Board from amongst the Non-Executive Directors, a majority Directors, members of senior management and other of whom are also independent. The current members of the employees likely to be in possession of unpublished price Audit Committee are Mr David Ryan (Chairman), Mrs Sallyanne sensitive information and their associates may not trade in the Atkinson, Mr William Bessemer and the Hon. Larry Anthony. All Company’s securities during the following “blackout periods” members can read and understand financial statements and are commencing: otherwise financially literate and Mr David Ryan, the Chairman, – 30 days prior to the release by the Company of its is a qualified accountant with experience in financial and half-yearly results to the ASX and concluding two days accounting matters. The details of the member’s qualifications after such release; and may be found in their Director Profiles on pages 25 to 27. – 30 days prior to the release by the Company of its The Audit Committee held two meetings throughout the year annual results to the ASX and concluding two days after and details of attendance of the members of the Audit such release. Committee are contained in the following table. 20
  • 23.
    August 2005 February 2006 2.2.4 Criteria for selection of Directors Mr David Ryan ✓ ✓ Directors are appointed based on the specific governance skills Mrs Sallyanne Atkinson ✓ ✓ required by the Company. Given the size of the Company and Mr William Bessemer ✓ ✓ the business it operates, the Company aims at all times to have at least one Director with experience in the childcare industry. 2.1.3 Responsibilities In addition, Directors should have the relevant blend of personal The Audit Committee reviews the audited annual and half-yearly experience in: financial statements and any reports which accompany – accounting and financial management; published financial statements before submission to the Board and recommends their approval. – legal skills; and The Audit Committee also recommends to the Board the – CEO-level business experience. appointment of the external auditor and each year, reviews the 2.2.5 Responsibilities in respect of Remuneration appointment of the external auditor, their independence, the The responsibilities of the Committee include setting policies for audit fee, and any questions of resignation or dismissal. senior officers’ remuneration, setting the terms and conditions 2.2 Nomination and Remuneration Committee of employment for the Chief Executive Officers, reviewing and Below is a summary of the role, composition and responsibilities making recommendations to the Board on the Company’s of the Nomination and Remuneration Committee. Further details incentive schemes and superannuation arrangements, reviewing are contained in the Nomination and Remuneration Committee’s the remuneration of both Executive and Non-Executive Charter. Directors and making recommendations to the Board on any proposed changes and undertaking an annual review of the 2.2.1 Role Chief Executive Officers’ performance, including, setting with The role of the Nomination and Remuneration Committee is to the Chief Executive Officers goals for the coming year and help achieve a structured Board that adds value to the reviewing progress in achieving these goals. Company by ensuring an appropriate mix of skills are present in Directors on the Board at all time and to assist the Board in 2.2.6 Remuneration Policy fulfilling its responsibilities in respect of establishing appropriate Details of the Board’s policy on remuneration are set out on remuneration levels and incentive policies for employees. pages 27 to 34 of the Directors’ Report which incorporates the Company’s remuneration report. 2.2.2 Composition Mrs Sallyanne Atkinson (Chairman), Mr Edmund Groves and 2.3 Risk Management Committee Mr David Ryan are the current members of the Nomination and Below is a summary of the role, composition and responsibilities Remuneration Committee the majority of whom are of the Risk Committee. Further details are contained in the Risk independent Directors. Committee’s Charter. The Nomination and Remuneration Committee held two 2.3.1 Role meetings throughout the year and details of attendance of the The role of the Risk Management Committee is to ensure that members of the Committee are contained in the following table. the Company is able to manage a diverse and complex range of significant risks. The committee is also responsible for September 2005 June 2006 establishing policies on risk oversight and management. Mrs Sallyanne Atkinson ✓ ✓ Mr Edmund Groves ✓ ✓ 2.3.2 Composition The members of the Risk Management Committee are: Mr David Ryan ✓ ✓ – Dr Le Neve Groves (Chairman); 2.2.3 Responsibilities in respect of Nominations The responsibilities for nominations include devising criteria for – Mr William Bessemer; and Board membership, reviewing the need for various skills and – Mr Martin Kemp. experience on the Board and where appropriate identifying specific individuals for nomination as Directors for review by the The Risk Management Committee held five meeting during the Board. The Committee also oversees management succession year and details of attendance of the members of the plans, including the CEO’s and evaluates the Board’s Committee are contained in the following table. performance and makes recommendations for the appointment and removal of Directors. 21
  • 24.
    Corporate Governance Statement September 2005 November 2005 February 2006 April 2006 June 2006 Dr Le Neve Groves ✓ ✓ ✓ ✓ ✓ Mr William Bessemer ✓ ✓ ✓ ✓ ✓ Mr Martin Kemp ✓ ✓ ✓ ✓ ✓ 2.3.3 Responsibilities for its part is committed to providing clients, customers and The duties and responsibilities of the Risk Management consumers with fair value. Committee include: Employment Practices (a) Assessing the internal processes for determining and The Company endeavours to provide a safe workplace in which managing key risk areas, particularly: there is equal opportunity for all employees at all levels of the (i) non-compliance with laws, regulations, standards and Company. The Company does not tolerate the offering or best practice guidelines, including environmental and acceptance of bribes or the misuse of Company assets or industrial relation laws; resources. (ii) litigation and claims; and Obligations Relative to Fair Trading and Dealing The Company aims to conduct its business fairly and to (iii) relevant business risks other than those that are dealt compete ethically and in accordance with relevant competition with by other specific Board committees. laws. The Company strives to deal fairly with the Company’s (b) Ensuring that the ABC Group has an effective risk customers, suppliers, competitors and other employees and management system and that major risks to the ABC Group encourages its employees to strive to do the same. are reported at least annually to the Board. Responsibilities to the Community (c) Receiving from management reports on all suspected and As part of the community the Company: actual frauds, thefts and breaches of laws. – is committed to conducting its business in accordance (d) Evaluating the process the ABC Group has in place for with applicable environmental laws and regulations and assessing and continuously improving internal controls, encourages all employees to have regard for the particularly those related to areas of significant risk. environment when carrying out their jobs; (e) Assessing whether management has controls in place for – encourages all employees to engage in activities beneficial unusual types of transactions and/or any potential to their local community; and transactions that may carry more than an acceptable – supports community charities. degree of risk. Responsibility to the Individual (f) Meeting periodically with key management, internal and The Company is committed to keeping private information from external auditors and compliance staff to understand and employees, clients, customers, consumers and investors discuss the ABC Group’s control environment. confidential and protected from uses other than those for which 3. Company Code of Conduct it was provided. As part of its commitment to recognising the legitimate interests Conflicts of Interest of stakeholders, the Company has a Code of Conduct to guide Employees and Directors must avoid conflicts as well as the compliance with legal and other obligations to legitimate appearance of conflicts between personal interests and the stakeholders. These stakeholders include shareholders, interests of the Company. employees, clients, customers, government authorities, creditors and the community as whole. The Code includes the following: How the Company Complies with Legislation Affecting its Operations Responsibilities to Shareholders and the Financial Within Australia, the Company strives to comply with the spirit Community Generally and the letter of all legislation affecting its operations. Outside The Company complies with the spirit as well as the letter of all Australia, the Company will abide by local laws in all countries in laws and regulations that govern shareholders’ rights. The which it operates. Where those laws are not as stringent as the Company has processes in place designed to ensure the Company’s operating policies, particularly in relation to the truthful and factual presentation of the Company’s financial environment, workplace practices, intellectual property and the position and prepares and maintains its accounts fairly and giving of “gifts”, Company policy will prevail. accurately in accordance with the generally accepted accounting and financial reporting standards. How the Company Monitors and Ensures Compliance with its Code Responsibilities to Clients, Customers and Consumers The Board, management and all employees of the Company Each employee has an obligation to use their best efforts to are committed to implementing this Code of Conduct and each deal in a fair and responsible manner with each of the individual is accountable for such compliance. Disciplinary Company’s clients, customers and consumers. The Company measures may be imposed for violating the Code. 22
  • 25.
    Directors’ Report Your Directorspresent their Annual Report on the Company and its controlled entities (referred to hereafter as the Group) for the financial year ended 30 June 2006. Directors The names of the Directors in office at any time during the year and to the date of this report are: Mrs Sallyanne Atkinson AO Mr Edmund S Groves Dr Le Neve A Groves Mr William E Bessemer Mr Martin Vincent Kemp Mr David John Ryan AO Hon. Lawrence James Anthony 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 Group during the financial year were the provision of childcare services and education. Operating Results The consolidated profit of the Group for the financial year after providing for income tax amounted to $81,110,000 (2005: $43,534,000 AIFRS). Dividends Paid or Recommended The Directors have declared a fully franked final dividend of 8 cents per share ($31,451,724). The dividends will be franked at a rate of 30%. The final dividend will be paid on 29 September 2006. Dividend Date paid Dividend per share Total dividend Ordinary Shares – 29 September 2005 6 cents $15,036,962 Final dividend for the year ended 30 June 2005 franked to 100% Preference Shares – 30 November 2005 16.9212 cents $2,030,543 Final dividend for the year ended 30 June 2005 franked to 100% Ordinary Shares – 31 March 2006 7 cents $18,417,078 Interim dividend for the year ended 30 June 2006 franked to 100% Preference Shares – 31 May 2006 16.8288 cents $2,019,457 Interim dividend for the year ended 30 June 2006 franked to 100% Review of Operations A Review of the Operations of the Group during the year ended 30 June 2006 and up to the date of this report appears in the separate section “Review of Operations” on pages 8 –13. Significant Changes in State of Affairs The following significant changes in the state of affairs of the Group occurred during the year: (i) On 13 September 2005, the Company issued 10,000,000 ordinary shares at $6.00 per share to raise capital to reduce debt and to fund the Company’s ongoing acquisition program; (ii) On 15 December 2005, the Company issued 37,200,000 ordinary shares at $7.00 to raise funds for the acquisition of the Learning Care Group, Inc. and to fund the Company’s ongoing acquisition program; (iii) On 11 January 2006, the Company acquired the Learning Care Group, Inc. for US$159,100,000; (iv) On 9 May 2006, the Company issued 44,104,239 ordinary shares at an issue price of $7.30 each to a range of institutional and professional investors to refinance the Company’s balance sheet to place the Company in a strong position to take advantage of global acquisition opportunities; (v) In May 2006, the Company acquired Kids Campus Limited for $127,897,000; and (vi) On 14 June 2006, the Company issued 38,087,542 ordinary shares at an issue price of $7.30 each to a range of institutional and professional investors to refinance ABC’s balance sheet to place the Company in a strong position to take advantage of global acquisition opportunities. 23
  • 26.
    Directors’ Report Significant Events After Balance Date On 7 July 2006 the Company announced an off-market takeover bid of Hutchison’s Child Care Services Ltd for $1.50 per ordinary share. On 25 September 2006 the Company declared the takeover bid unconditional and commenced compulsory acquisition of the remaining shares. On 6 September 2006 the Company acquired 100% of The Children’s Courtyard LLP, the ninth largest childcare provider in the US for US$66 million. No other matter or circumstance has arisen since 30 June 2006 that has significantly affected, or may significantly affect: (a) the Group’s operations in future financial years; or (b) the results of those operations in future financial years; or (c) the Group’s state of affairs in future financial years. Future Developments The likely developments in the operations of the Group and the expected results of those operations in future financial year is the proposed acquisition of a number of childcare centres in locations throughout Australia, New Zealand and the United States of America. The Board expects that the above developments will provide a wider market penetration and enable the Group’s activities to be expanded. Environmental Issues The Group’s operations are not regulated by any significant environmental regulation under a law of the Commonwealth or of a State or Territory. Options Sign-on options were granted over ordinary shares during the financial year by the Company to the Learning Care Group, Inc. executives in accordance with their employment agreements. The options granted under the employment agreements were: 1. 1,083,000 sign-on options granted to William Davis at an option premium of $0.00 per option and an exercise price of $7.35 per option; 2. 375,145 sign-on options granted to Frank Jerneycic at an option premium of $0.00 per option and an exercise price of $7.35 per option; 3. 334,807 sign-on options granted to Kathy Myers at an option premium of $0.00 per option and an exercise price of $7.35 per option; and 4. 119,239 sign-on options granted to Scott Smith at an option premium of $0.00 per option and an exercise price of $7.35 per option. The options granted will vest at a rate of 20% per annum on each anniversary or at the end of the executives’ compensation period (if the employment agreement is not renewed through to 2011). Option holders do not have any right, by virtue of the option, to participate in any share issue of the Company or any related body corporate or in the interest of any other registered scheme. During and since the end of the financial year no options have been exercised. 24
  • 27.
    Information on Directors MrsSallyanne Atkinson AO Chairman – Non-Executive. Appointed 3 October 2000. Qualifications Bachelor of Arts (University of Queensland), Fellow, Australian Institute of Management, Fellow, Australian Institute of Company Directors, Fellow, Australian Institute of Planning, Fellow, Australian Marketing Institute, Doctor of the University (Hon) Australian Catholic University. Experience Appointed Chairman in November 2000. Former Lord Mayor of Brisbane, Australian Senior Trade Commissioner to Paris and Chairman of Queensland Tourism. Director of several public companies and associations, including APN News & Media Limited and The Australian Ballet. She is chairman of Federal Ministerial Taskforce on Dementia and of the Crawford Fund (Qld). Currently, Special Representative for Queensland, South East Asia in the Queensland Government. Represented Australia on the International Olympic Committee, at major trade and business forums such as the OECD and the International Chamber of Commerce and has spoken at conferences in Europe, Asia and the United States. Interest in shares and options 695,000 ordinary shares. Special Responsibilities Member of the Audit Committee and Chairman of the Nomination and Remuneration Committee. Mr Edmund S Groves Chief Executive Officer – Operations (Global). Appointed 15 August 1997. 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. Interest in shares and options 16,797,500 ordinary shares. Special Responsibilities Primary responsibility for all financial and operational matters and liaising with government and regulatory bodies. Member of the Nomination and Remuneration Committee. Dr Le Neve A Groves Chief Executive Officer – Education. Appointed 15 August 1997. Qualifications Diploma of Teaching Primary/Preschool, Bachelor of Education (University of South Australia), Master of Education (University of South Australia), Doctor of Education (University of South Australia), Member, Australian Institute of Company Directors. Experience Co-founder of ABC Developmental Learning Centres Pty Limited in 1988. Principal of the National Institute of Early Childhood Education (formerly ABC Early Childhood Training College) since its inception in 1996. She is currently a member of the Stronger Families and Communities Partnership established in 2004 by the Commonwealth Government. Interest in shares and options 16,810,500 ordinary shares. Special Responsibilities Develops and oversees all early childhood philosophies, policies and practices of the Group. Designs and implements high quality educational programs for ABC’s Learning Centres. Chairman of the Risk Management Committee. 25
  • 28.
    Directors’ Report Mr William E Bessemer Non-Executive Director. Appointed 15 August 1997. Qualifications Bachelor of Economics (University of Queensland), Master of Business Administration (University of Melbourne), Certified Practising Accountant. Experience Currently Chairman of Austock Group Limited and Australia Pacific Exchange Limited. He is also a Director of Timbercorp Limited. He has extensive experience covering debt and equity raisings, financial structuring, mergers acquisitions and business recoveries. Interest in shares and options 105,000 ordinary shares. Special Responsibilities Member of the Audit Committee and Risk Management Committee. Mr Martin V Kemp Chief Executive Officer – Operations (Australia and New Zealand). Appointed 28 November 2001. Qualifications Bachelor of Engineering (Hons) (University of Queensland), Master of Engineering Science (University of Sydney), Member of Institution of Engineers, Australia. Experience Owner, operator, manager and developer of childcare centres for 16 years. Project manager for numerous multi-million dollar projects around Australia. He has been a member of the Commonwealth Child Care Advisory Council, President of the Queensland Professional Child Care Centres Association, President of the Australian Confederation of Child Care, President of the Queensland Private Child Care Centres Employers Organisation and a Foundation Board Member of the Australian Childcare Centres Association (federal employer organisation). Interest in shares and options 10,462,259 ordinary shares. 50,000 redeemable converting preference shares. Special Responsibilities Primary responsibility for all development and acquisitions by the Group. Member of the Risk Management Committee. Mr David J Ryan AO Non-Executive Director. Appointed 26 June 2003. Qualifications Bachelor of Business Studies (NSW University of Technology), Fellow, Australian Institute of Company Directors, Fellow, Certified Practising Accountant. Experience Chairman of Tooth & Co and other Residual Assco Group Ltd group companies, Non-Executive Director of Transurban Group and Lend Lease Corporation Limited, member of the Advisory Board of Virgin Management Asia-Pacific Pty Ltd and member of the Advisory Board of Caliburn Partnership. Extensive financial and operational experience through current and former roles including senior executive management positions in public companies and being a member of a number of public company boards. Interest in shares and options 239,595 ordinary shares. Special Responsibilities Chairman of the Audit Committee and a member of the Nomination and Remuneration Committee. 26
  • 29.
    The Hon. LawrenceJ Anthony Non-Executive Director. Appointed 16 March 2005 Qualifications Bachelor of Commerce (University of New South Wales), Diploma of Applied Finance and Investment, Fellow, Australian Institute of Company Directors, Member, Banking and Securities Institute of Australia, Experience He is currently a Board Member of Learning Care Group, Inc., Macquarie Media Group, Indue Ltd, National Chairman for the Duke of Edinburgh’s Awards Australia and National Chairman of National Credit Union Assn Inc. He has vast experience in government sectors and finance including roles with Merrill Lynch and Potter Warburg. He is a former Federal Government Minister for Children and Youth Affairs, Community Services and Parliamentary Secretary for Trade. He is also involved with various charities across Australia. Interest in shares and options 106,622 ordinary shares. Special responsibilities Member of the Audit Committee. Information on Company Secretary Ms Jillian G Bannan Company Secretary. Appointed 8 March 2004 Qualifications Bachelors of Law and Commerce from James Cook University, Queensland, Member of the Queensland Law Society, Affiliate of Chartered Secretaries Australia. Experience She commenced with the Group in February 2003. Prior to joining ABC, she worked as a solicitor in private practice principally in the commercial and corporate law fields. Remuneration Report The Directors of the Company present the Remuneration Report prepared in accordance with section 300A of the Corporations Act for the Company and the consolidated entities for the year ended 30 June 2006. The Company’s remuneration strategy is designed to attract, retain and motivate appropriately qualified and experienced directors and senior executives. Details of the Company’s remuneration strategy for the 2006 financial year are set out in this Remuneration Report. This Remuneration Report forms part of the Directors’ Report. Non-Executive Directors The fees paid to Non-Executive Directors are set at levels which reflect both the responsibilities of, and the time commitments required from, each Non-Executive Director to discharge their duties. Fee levels are set having regard to independent professional advice and the fees paid by comparable companies. The fees paid to Non-Executive Directors are not linked to the performance of the Company. Executive Directors and Senior Executives In the 2005/2006 year, executive remuneration was comprised of a fixed cash component for Executive Directors and a combination of a fixed cash component and fixed share component for senior executives. In June 2006, shareholders approved a new remuneration structure for Executive Directors at an extraordinary general meeting. Executive Director remuneration under the new structure comprises both a fixed component and an at-risk component which is intended to remunerate executives for increasing shareholder value and for achieving financial targets and business strategies. It is also designed to attract and retain high calibre executives. An overview of the elements of the 2005/2006 remuneration structure and the new remuneration structure are set out in Tables 1A and 1B. A more detailed discussion of each element is contained in this Remuneration Report. 27
  • 30.
    Directors’ Report Table 1A – Overview of Elements of 2005/2006 Remuneration Structure 2005/2006 Australia Discussion in Directors Directors Senior US Senior Remuneration Elements of remuneration Non-Executive Executive Executives Executives Report Fixed remuneration Fees ✓ ✗ ✗ ✗ Pg 28 Salary ✗ ✓ ✓ ✓ Pg 31 Superannuation ✓ ✓ ✓ ✓ Pg 31 Other benefits ✓ ✓ ✓ ✓ Pg 31 At-risk remuneration Short-term incentive ✗ ✗ ✗ ✓ Pg 31 Long-term incentive ✗ ✗ ✗ ✓ Pg 31 Post-employment Notice periods and termination payments ✗ ✓ ✓ ✓ Pg 33 Table 1B – Overview of Elements of New Remuneration Structure 2006/2007 – New Remuneration Structure – Executive Directors Discussion in Directors Remuneration Elements of remuneration Executive Report Fixed remuneration Fees ✗ Pg 31 Salary ✓ Pg 31 Superannuation ✓ Pg 31 Other benefits ✓ Pg 31 At-risk remuneration Short-term incentive ✓ Pg 31 Long-term incentive ✓ Pg 31 Post-employment Notice periods and termination payments ✓ Pg 33 Section 1 – Non-Executive Directors’ Remuneration A. Board Policy on Remuneration – Attracting and retaining high calibre directors Non-Executive Directors’ fees, including committee fees, are set by the Board within the maximum aggregate amount of $400,000 approved by shareholders. This amount was approved in 2003. In order to maintain Non-Executive Directors’ independence and impartiality, their remuneration is not linked to the performance of the Company. In setting fee levels, the Nomination and Remuneration Committee, which makes recommendations to the Board, takes into account: – the Company’s existing remuneration policies; – fees paid by comparable companies; – the general time commitment required from Directors and the risks associated with discharging the duties attaching to the role of Director; and – the level of remuneration necessary to attract and retain Directors of a suitable calibre. Details of the membership of the Nomination and Remuneration Committee and its responsibilities are set out on page 21 of the Corporate Governance Statement. Fees For the 2005/2006 year, Non-Executive Directors received a fee of $40,000 per annum in relation to their services as Directors. The Chairman, taking into account the greater time commitment required, received a fee of $80,000. The Company does not pay additional fees for membership of the Board’s committees. In accordance with rule 7.3(f) of the Company’s Constitution, Directors are also permitted to be paid additional fees for special duties. Such fees are not included in the aggregate remuneration cap approved by shareholders. No such fees were paid during the year. Directors are also entitled to be reimbursed for all business related expenses, including travel on Company business, as may be incurred in the discharge of their duties. 28
  • 31.
    Superannuation contributions arealso made on behalf of the Non-Executive Directors in accordance with the Company’s statutory superannuation obligations. The Board will continue to review its approach to Non-Executive Director remuneration to ensure it remains in line with general industry practice and best practice principles of corporate governance. Retirement Benefits In the past, the Company has not paid retirement benefits to Non-Executive Directors. It is not the intention of the Board to initiate payment of retirement benefits. B. Details of Remuneration Details of Non-Executive Directors’ remuneration for the year ended 30 June 2006 are set out in the following table. All values are in Australian dollars unless otherwise stated. Table 2 – Non-Executive Director Remuneration Superannuation Directors’ Fees Contributions1 Other2 Total $ $ $ $ S Atkinson (Chairman) 79,999 7,200 – 87,199 L J Anthony 39,998 3,600 – 43,598 W E Bessemer – – 40,000 40,000 D J Ryan 39,998 3,600 – 43,598 Total 159,995 14,400 40,000 214,395 1 Superannuation contributions made on behalf of Non-Executive Directors to satisfy the Company’s obligations under applicable Superannuation Guarantee legislation. 2 Includes the cost of motor vehicles provided by the Company (inclusive of applicable fringe benefits tax). Section 2 – Executive Director and Senior Executive Remuneration The disclosures in this section relate to the executives listed below, being the Executive Directors and the senior executives with authority and responsibility for planning, directing and controlling the activities of the Company and the Group during the financial year. This group of executives are the key management personnel as defined in AASB 124 “Related Party Disclosures” and includes the five most highly remunerated Company and Group executives during the financial year. Table 3 – Executive Directors and Senior Executives Australia Executive Director/Senior Executive Position E S Groves Chief Executive Officer – Operations (Global) L A Groves Chief Executive Officer – Education M V Kemp Chief Executive Officer – Operations (Australia and New Zealand) J M Reynolds Chief Operating Officer M P Loveday Chief Financial Officer J G Bannan Company Secretary and General Counsel United States of America Executive Director/Senior Executive Position W Davis President and Chief Executive Officer F Jerneycic Chief Financial Officer and Treasurer K Myers Chief Operating Officer S Smith Human Resources Vice President Board Policy on Remuneration – Rewarding individual and Company performance The remuneration of the Executive Directors and senior executives is designed to reward executives for increasing shareholder value and for achieving financial targets and business strategies. It is also set to attract, retain and motivate appropriately qualified and experienced executives. Accordingly, the Board considers it desirable for remuneration packages of Executive Directors and senior executives to include both a fixed component and an at-risk or performance related component (comprising both short-term and long-term incentives). The Board views the at-risk component as an essential driver of the Company’s high performance culture. Where the Company’s remuneration practices do not correlate with this policy, the Company is working towards compliance. 29
  • 32.
    Directors’ Report The Nomination and Remuneration Committee has recommended, and the Board has adopted, a policy that remuneration will: (a) reinforce the short, medium and long-term financial targets and business strategies of the Company as set out in the strategic business plans endorsed by the Board; (b) provide a common interest between executives and shareholders; and (c) be competitive in the markets in which the Company operates in order to attract, motivate and retain high calibre executives. Company Performance The benefits to the Company and its shareholders of the Board’s policy on Executive Director and senior executive remuneration are demonstrated by the Company’s growth and development over the last five years. Earnings The Company’s earnings for the five years to 30 June 2006 are summarised in Table 4. Table 4 – Earnings Year ended Year ended Year ended Year ended Year ended 30 June 06* 30 June 05 30 June 04 30 June 03 30 June 02 $’000 $’000 $’000 $’000 $’000 Revenue 631,450 292,700 96,421 40,911 23,838 EBITDA 157,900 68,127 27,727 17,088 9,800 NPAT 81,110 52,337 21,368 12,072 6,858 * 2006 stated under AIFRS. Previous years stated under AGAAP. Shareholder Wealth Table 5 shows the Company’s Total Shareholder Return, basic earnings per share, dividends per share and the share price from 2002 to 2006, all of which are measures of the consequences of Company performance on shareholder wealth. Table 5 – Shareholder Wealth Year ended Year ended Year ended Year ended Year ended 30 June 06 30 June 05 30 June 04 30 June 03 30 June 02* Share price** $6.40 $5.58 $3.70 $3.10 $2.64 Total dividends paid 15 cents 11 cents 10 cents 7 cents 5.6 cents Franked dividends 100% 100% 100% 100% 100% EPS 27.7 cents*** 25.7 cents 17.5 cents 14.0 cents 9.8 cents Total Shareholder Return 17.4% 53.8% 22.6% 20.1% 426.6% * Measures calculated to take into account 5:1 share split which occurred in November 2002. ** The amount disclosed is the closing price of the Company’s shares on the ASX on 30 June of the relevant year. *** 2006 EPS calculated under AIFRS. Previous years calculated under AGAAP. As can be seen from the results provided, the Company has experienced consistent growth in earnings per share of approximately 282% over the last five years, resulting in: – an increase in the Company’s share price; and – EPS average annual increase of 38%. Components of Remuneration Executive Directors As indicated above, the Executive Directors were paid a fixed cash remuneration package for the 2005/2006 year (refer to Table 1A). Each Executive Director currently maintains a shareholding in the Company which is not part of their remuneration package. For two out of the three Executive Directors, this shareholding amounts to over 4% of the issued capital of the Company. This indicates that the Executive Directors have an interest in the long-term outcome for the Company. As the Company has rapidly grown, the Board determined that it was prudent to put in place a more relevant and suitable remuneration structure. This new structure was approved by shareholders at an extraordinary general meeting held on 7 June 2006. 30
  • 33.
    The new remunerationstructure for Executive Directors has the following components (refer to Table 1B): 1. Fixed remuneration; and 2. Performance-based at-risk remuneration, comprising: – Short-Term Incentive (STI) – based on annual performance at an individual, business unit and Company level; and – Long-Term Incentive (LTI) – based on sustained creation of shareholder value over a three year period. The Board aims to achieve a balance between fixed and performance-related components of remuneration that reflect market conditions at each job and seniority level. The relative proportion of Executive Directors’ total remuneration packages that is performance-based is set out in Table 6 below: Table 6 – Proportion of Fixed and At-Risk Remuneration % of Total Target Remuneration (Annualised) Performance-based Fixed Remuneration Remuneration STI* LTI** Executive Directors 50 25 25 * The STIs are based on target. ** The LTIs are based on target. The proportion of Total Target Remuneration is based on the various Executive Directors meeting their targeted rewards. Should the stretch rewards be met, the proportion of remuneration which is performance-based will be higher than stated above, in accordance with the plan rules. Senior Executives (Australia) Remuneration for senior executives in the Australian operations has the following components: 1. Fixed remuneration; and 2. Fixed number of ordinary shares. This remuneration structure was introduced in 2003 and senior executives entered into five year service agreements on this basis. This structure includes an issue of shares that is not dependent upon the satisfaction of any performance conditions. The rationale behind this was to encourage the alignment of personal and shareholder interests. The Company believes this policy to have been effective in increasing shareholder wealth over the past three years. It is the intention of the Company to introduce a remuneration structure similar to the new structure in place for Executive Directors which includes short-term and long-term incentives on expiry of the service agreements. Senior Executives (United States of America) Remuneration for senior executives in the US operations has the following components: 1. Fixed remuneration; and 2. Performance-based at-risk remuneration, comprising: (a) cash bonus – based on annual performance at a Company level; The level of cash bonus payable to the senior executives will be based on a percentage of their salary for achieving percentages of the EBITDA budget goal (and prorated for levels in between) set by the Company at the beginning of the financial year. % of EBITDA Goal Achieved % of Salary 80% or less 0% 90% 25% 100% 50% 110% 75% 120% or more 100% This cash bonus was structured to focus the senior executives’ remuneration on achieving the financial results set by the Company. In assessing whether the senior executives have achieved these goals, the Company will calculate the percentage of EBITDA goal achieved from the Company’s audited financial report. 31
  • 34.
    Directors’ Report (b) performance share bonus – based on annual performance at a Company level; The performance share bonus is equal to at least 50% of the senior executives’ current fixed remuneration taken as ordinary shares. The price payable for the shares is the market share price on 1 July of the financial year to which the bonus accrues. The performance share bonus is based on the achievement of a percentage of EBITDA budget goal achieved (and prorated for levels in between): % of EBITDA Goal Achieved % of Award Vested 80% or less 0% 90% 50% 100% 100% The rationale behind the performance share bonus was to encourage the alignment of personal and shareholder interests. In assessing whether the senior executives have achieved these goals, the Company will calculate the percentage of EBITDA goal achieved from the Company’s audited financial report. The Board aims to achieve a balance between fixed and performance-related components of remuneration that reflect market conditions at each job and seniority level. The relative proportion of US senior executives’ total remuneration packages that is performance-based is set out in the table below: % of Total Target Remuneration (Annualised) Performance-based Fixed Remuneration Remuneration STI* LTI US Senior Executives 50 50 0 * The STIs are based on target performance. The proportion of total target remuneration is based on the various senior executives meeting their targeted rewards. Should the stretch rewards be met, the proportion of remuneration which is performance-based will be higher than stated above, in accordance with the executives’ employment agreements. Fixed Remuneration – All Executive Directors and Senior Executives The terms of employment for all Executive Directors and senior executives contain a fixed remuneration component. This is expressed as a dollar amount that the executive may take in a form agreed with the Company. Fixed remuneration is made up of base salary, exclusive of superannuation contributions and benefits, including fringe benefits tax. This amount of remuneration is not dependent upon performance and is set by reference to appropriate benchmark information for an individual’s responsibilities, performance, qualifications, experience and location. Service Agreements The remuneration and other terms of employment for Executive Directors and the senior executive team are formalised in their service agreements. Duration of Contract Under the terms of the service agreements: (a) the Executive Directors continue to be employed until their employment is terminated; (b) the senior executives (Australia) have a five year employment term; and (c) the senior executives (United States of America) have a three year employment term. 32
  • 35.
    Notice Periods andPayments on Termination The service agreements provide for termination payments to be made in certain circumstances. In particular, the Company may terminate the employment of: (a) the Executive Directors on six months’ notice; and (b) the Australian and US senior executives on three months’ notice. The Company may make a payment in lieu of notice. In general, a senior executive must give the Company at least 90 days’ notice of resignation. In certain circumstances, such as a substantial diminution of responsibility, the Company may be deemed to have terminated the employment of the senior executive and will be liable to make compensation payments. Termination payments payable to the senior executives if the Company terminates their contract of employment will not, in general, exceed 18 months’ fixed salary (except in relation to the US senior executives who, if terminated without cause are entitled to the balance of their unpaid employment agreement). The Company makes provision for employee entitlements in accordance with applicable Accounting Standards. Sign-on Incentives As part of the acquisition of the Learning Care Group, Inc, an issue of options valued at $5,403,302 (at date of issue) was made to key US executives as part of their consideration for agreeing to hold office. Such payments were made by the Company to compensate those US executives for bonuses they forfeited from their previous employer on agreeing to take up employment with the Company. These options will vest at the rate of 20% per year on each anniversary, or upon earlier cessation of employment (the executives’ service agreements have a three year employment term). Shares issued upon exercise of options will rank equally in all respects with existing fully paid ordinary shares. Remuneration Paid Details of the remuneration paid to Executive Directors and each of the named senior executives are set out in the following table. Post- Employment Short-Term Employment Benefits Benefits Share-based Payments Primary Incentive Non-Monetary Superannuation Equity (a), Sign-on Fixed Salary Payments Benefits Benefits (b) Share/Units Options Total $ $ $ $ $ $ $ Australia (AU$) E S Groves 350,011 – 10,168 31,501 – – 391,680 L A Groves 350,011 – 34,350 31,501 – – 415,862 M V Kemp 299,988 – – 26,999 – – 326,987 J M Reynolds 194,999 – 26,614 17,550 283,800 – 522,963 M P Loveday 109,652 – – 9,869 258,000 – 377,521 J G Bannan 153,404 – 25,599 9,306 154,800 – 343,109 USA (US$) W Davis 186,954 98,000 4,292 3,656 – – 292,902* F Jerneycic 106,354 55,750 – 3,656 – – 165,760* K Myers 106,354 55,750 – – – – 162,104* S Smith 80,096 42,250 – 3,090 – – 125,436* USA (AU$) W Davis – – – – – 3,060,246 3,060,246 F Jerneycic – – – – – 1,060,052 1,060,052 K Myers – – – – – 946,068 946,068 S Smith – – – – – 336,935 336,935 * Remuneration accrued since 11 January 2006. 33
  • 36.
    Directors’ Report In accordance with the requirements of the Accounting Standards, remuneration includes a proportion of the notional value of equity compensation granted or outstanding during the year. The notional value of equity instruments which do not vest during the reporting period is determined as at the grant date and is progressively allocated over the vesting period. The amount included as remuneration is not related to or indicative of the benefit (if any) that individual executives may ultimately realise should the equity instruments vest. The notional value of options as at the date of their grant has been determined in accordance with AASB 2 applying the Black Scholes valuation method and is based on the following assumptions: Grant Date 27 January 2006 Expiry Date 27 January 2011 Price at grant date $7.61 Exercise Price $7.35 Number of options 1,912,191 Dividend Yield 1.84% Volatility 28.992% Risk Free Rate 5.31% Vesting Date 20% on 27 January 2007 20% on 27 January 2008 60% on 27 January 2009 It is the Company’s belief that all US executives will remain in employment with Learning Care Group Inc. for the duration of their contract, and as such, all options will vest according to the conditions of the options granted. Meetings of Directors During the financial year, 19 meetings of directors (including committees) were held. Attendances were: Committee Meetings Nomination and Risk Management Directors’ Meetings Audit Committee Remuneration Committee Committee Number Number Number Number eligible to Number eligible to Number eligible to Number eligible to Number attend attended attend attended attend attended attend attended Sallyanne Atkinson 10 10 2 2 2 2 – – Edmund S Groves 10 10 – – 2 2 – – Le Neve A Groves 10 10 – – – – 5 5 William E Bessemer 10 10 2 2 – – 5 5 Martin V Kemp 10 10 – – – – 5 5 David J Ryan 10 9 2 2 2 2 – – Lawrence J Anthony 10 9 – – – – – – Indemnifying Officers or Auditor During or since the end of the financial year the Company has paid or agreed to pay insurance premiums as follows: The Company has paid premiums to insure each of the 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. 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. 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. The Company was not a party to any such proceedings during the year. Auditor’s Declaration A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 36. 34
  • 37.
    Non-Audit Services The Boardof Directors in accordance with advice from the Audit Committee is satisfied that the provision of the non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the services disclosed below did not compromise the external auditor’s independence. Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor as outlined in note 5 to the financial statements. 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 AO Chairman Edmund S Groves Director Signed at Brisbane on the 28th day of September 2006 35
  • 38.
    Independence Declaration to the Directors of A.B.C. Learning Centres Limited AUDITOR’S INDEPENDENCE DECLARATION TO THE DIRECTORS OF A.B.C. LEARNING CENTRES LIMITED As lead engagement partner for the audit of A.B.C. Learning Centres Limited and its controlled entities for the year ended 30 June 2006, I declare that, to the best of my knowledge and belief in relation to the audit, there have been: (a) no contraventions of the auditor independence requirements of the Corporations Act 2001; and (b) no contraventions of any applicable code of professional conduct. Pitcher Partners S A Green Partner Brisbane, 28 September 2006 36
  • 39.
    Independent Audit Report tothe Members of A.B.C. Learning Centres Limited INDEPENDENT AUDIT REPORT TO THE MEMBERS OF A.B.C. LEARNING CENTRES LIMITED Scope The financial report, remuneration disclosures and directors’ responsibility The financial report comprises the income statements, balance sheets, statements of changes in equity, cash flow statements and the directors’ declaration for both A.B.C. Learning Centres Limited (“the company”) and A.B.C. Learning Centres Limited and its controlled entities (“the group”) for the year ended 30 June 2006. The group comprises both the company and the entities it controlled during that year. The company has disclosed information about the remuneration of key management personnel (“remuneration disclosures”), as required by Accounting Standard AASB 124 Related Party Disclosures under the heading “Remuneration Report” on pages 27–34 of the directors’ report, as permitted by the Corporations Regulations 2001. The directors of the company are responsible for the preparation and true and fair presentation of the financial report in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report. The directors are also responsible for the remuneration disclosures contained in the directors’ report. Audit approach We conducted an independent audit in order to express an opinion to the members of the company. Our audit was conducted in accordance with Australian Auditing Standards, in order to provide reasonable assurance as to whether the financial report is free of material misstatement and the remuneration disclosures comply with Accounting Standard AASB 124 and the Corporations Regulations 2001. The nature of an audit is influenced by factors such as the use of professional judgement, selective testing, the inherent limitations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot guarantee that all material misstatements have been detected. We performed procedures to assess whether in all material respects the financial report present fairly, in accordance with the Corporations Act 2001, including compliance with Accounting Standards and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the company’s and the group’s financial position, and of their performance as represented by the results of their operations and cash flows and whether the remuneration disclosures comply with Accounting Standard AASB 124 and the Corporations Regulations 2001. We formed our audit opinion on the basis of these procedures, which included: • examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the financial report and remuneration disclosures; and • assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates made by the directors. While we consider the effectiveness of managements’ internal controls over financial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls. 37
  • 40.
    Independent Audit Report to the Members of A.B.C. Learning Centres Limited INDEPENDENT AUDIT REPORT TO THE MEMBERS OF A.B.C. LEARNING CENTRES LIMITED (continued) Independence In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001. Audit opinion In our opinion; (1) the financial report of the company and the group is in accordance with: (a) the Corporations Act 2001, including: (i) giving a true and fair view of the company’s and the group’s financial position as at 30 June 2006 and of their performance for the year ended on that date; and (ii) complying with Accounting Standards in Australia and the Corporations Regulations 2001; and (b) other mandatory financial reporting requirements in Australia; and (2) the remuneration disclosures that are contained on pages 27–34 of the directors’ report comply with Accounting Standard AASB 124 and the Corporations Regulations 2001. Pitcher Partners S A Green Brisbane, 28 September 2006 Partner 38
  • 41.
    Directors’ Declaration In theDirectors’ opinion: (a) the financial statements and notes set out on pages 40 to 97 are in accordance with the Corporations Act 2001, including: (i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and (ii) giving a true and fair view of the Company’s and Group’s financial position as at 30 June 2006 and of its performance, as represented by the results of their operations, changes in equity and their cash flows, for the financial year ended on that date; and (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; (c) the audited remuneration disclosures set out on pages 27 to 34 of the Directors’ Report comply with Accounting Standards AASB 124 “Related Party Disclosures” and the Corporations Regulations 2001. The Directors have been given the declarations by the chief executive officer and chief financial officer required by section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the Directors. On behalf of the Directors Sallyanne Atkinson AO Chairman Edmund S Groves Director Brisbane 28 September 2006 39
  • 42.
    Income Statements For the financial year ended 30 June 2006 Consolidated Company 2006 2005 2006 2005 Note $’000 $’000 $’000 $’000 Revenue 2(a) 592,176 230,621 – – Other income 2(b) 39,274 22,056 67,528 36,212 2 631,450 252,677 67,528 36,212 Changes in inventories of finished goods (14,731) (1,622) – – Employee benefits (240,586) (80,928) (7,631) (4,630) Depreciation and amortisation (15,073) (5,282) (48) (48) Impairment (11,346) (1,603) (1,000) – Finance costs (22,401) (10,022) (19,078) (8,206) Rental and other property expenses (114,631) (59,948) – – Children catering and consumables (27,016) (8,357) – – Advertising and promotions (8,754) (1,350) – – Insurances (6,126) (2,918) (259) (74) Communication (4,893) (2,451) – – Travel (6,867) (2,175) (6) (4) Other (38,608) (15,718) (1,219) (513) Profit before income tax expense 120,418 60,303 38,287 22,737 Income tax expense 3(a) (39,308) (16,769) (4,323) (2,316) Profit from continuing operations 81,110 43,534 33,964 20,421 Profit attributable to members of the parent entity 81,110 43,534 33,964 20,421 Earnings per share: Basic (cents per share) 21 27.7 23.0 Diluted (cents per share) 21 27.7 22.9 Notes to the financial statements are included on pages 45 to 97. 40
  • 43.
    Balance Sheets As at30 June 2006 Consolidated Company 2006 2005 2006 2005 Note $’000 $’000 $’000 $’000 Current assets Cash and cash equivalents 32 132,470 45,560 57,641 34,189 Trade and other receivables 6 114,814 31,139 36,675 7,846 Other financial assets 7 252 3,649 – 500 Inventories 8 5,453 4,226 – – Other 9 26,160 17,304 1,179 491 Total current assets 279,149 101,878 95,495 43,026 Non-current assets Trade and other receivables 6 558 414 55,754 51,544 Other financial assets 7 78,367 31,093 1,765,887 807,367 Property, plant and equipment 10 241,962 82,714 654 702 Deferred tax assets 3 34,579 8,782 14,230 8,744 Childcare licences 11 1,343,423 772,697 – – Goodwill 12 313,717 175,187 – – Other intangible assets 13 31,531 664 – – Total non-current assets 2,044,137 1,071,551 1,836,525 868,357 Total assets 2,323,286 1,173,429 1,932,020 911,383 Current liabilities Trade and other payables 14 121,601 52,214 11,444 129 Short-term borrowings 15 8,067 4,456 – – Current tax payables 3 14,123 3,061 13,380 2,964 Provisions 16 9,540 5,891 – – Other 17 999 – – – Total current liabilities 154,330 65,622 24,824 3,093 Non-current liabilities Long-term borrowings 15 234,888 246,272 209,107 211,007 Deferred tax liabilities 3 77,857 59,649 57,494 56,598 Provisions 16 1,999 911 – – Other 17 16,480 5,723 – – Total non-current liabilities 331,224 312,555 266,601 267,605 Total liabilities 485,554 378,177 291,425 270,698 Net assets 1,837,732 795,252 1,640,595 640,685 Equity Issued capital 18 1,635,028 636,145 1,635,028 636,145 Reserves 19 109,977 114,033 597 79 Retained earnings 20 92,727 45,074 4,970 4,461 Total equity 1,837,732 795,252 1,640,595 640,685 Notes to the financial statements are included on pages 45 to 97. 41
  • 44.
    Statement of Changesin Equity For the financial year ended 30 June 2006 Foreign Employee Available- Total Asset currency equity-settled for-sale attributable to Ordinary revaluation translation benefit revaluation Retained equity holders shares reserve reserve reserve reserve earnings of the entity $’000 $’000 $’000 $’000 $’000 $’000 $’000 Balance at 1 July 2005 636,145 114,002 31 – – 45,074 795,252 Gain/(loss) on revaluation of licences – (4,139) – – – – (4,139) Related income tax on revaluations – 100 – – 266 – 366 Gain/(loss) on available-for-sale investments – – – – (887) – (887) Translation of asset revaluation reserve – (1,008) – – – – (1,008) Exchange differences arising on translation of foreign operations – – 473 – – – 473 Net income recognised directly in equity – (5,047) 473 – (621) – (5,195) Net profit for the year – – – – – 81,110 81,110 Total recognised income and expense for the year – (5,047) 473 – (621) 81,110 75,915 Transactions with equity holders in their capacity as equity holders Recognition of share-based payments 6,492 – – – – – 6,492 Issue of shares – share placement 994,704 – – – – – 994,704 Issue of shares – dividend reinvestment 11,415 – – – – – 11,415 Transfer from employee equity-settled reserve – – – 1,139 – – 1,139 Share issue costs (19,560) – – – – – (19,560) Related income tax 5,832 – – – – – 5,832 Dividends – – – – – (33,457) (33,457) Total issue of shares 998,883 – – 1,139 – (33,457) 966,565 Balance at 30 June 2006 1,635,028 108,955 504 1,139 (621) 92,727 1,837,732 Notes to the financial statements are included on pages 45 to 97. 42
  • 45.
    Statement of Changesin Equity For the financial year ended 30 June 2005 Foreign Employee Available- Total Asset currency equity-settled for-sale attributable to Ordinary revaluation translation benefit revaluation Retained equity holders shares reserve reserve reserve reserve earnings of the entity $’000 $’000 $’000 $’000 $’000 $’000 $’000 Balance at 1 July 2004 124,879 3,834 37 – – 20,447 149,197 Gain/(loss) on revaluation of licences – 165,852 – – – – 165,852 Related income tax on revaluations – (55,684) – – – (55,684) Exchange differences arising on translation of foreign operations – – (6) – – – (6) Net income recognised directly in equity – 110,168 (6) – – – 110,162 Net profit for the year – – – – – 43,534 43,534 Total recognised income and expense for the year – 110,168 (6) – – 43,534 153,696 Transactions with equity holders in their capacity as equity holders Issue of shares – share placement 400,033 – – – – – 400,033 Issue of shares – dividend reinvestment 1,154 – – – – – 1,154 Issue of shares – on scheme of arrangement 108,120 – – – – – 108,120 Issue of shares – exercise options 8,211 – – – – – 8,211 Issue of shares – other (staff) 500 – – – – – 500 Transfer from employee equity-settled reserve – – – – – – – Recognition of share-based payments 4,038 – – – – – 4,038 Share issue costs (15,090) – – – – – (15,090) Related income tax 4,300 – – – – – 4,300 Dividends – – – – – (18,907) (18,907) Total issue of shares 511,266 – – – – (18,907) 492,359 Balance at 30 June 2005 636,145 114,002 31 – – 45,074 795,252 Notes to the financial statements are included on pages 45 to 97. 43
  • 46.
    Cash Flow Statements For the financial year ended 30 June 2006 Consolidated Company 2006 2005 2006 2005 Note $’000 $’000 $’000 $’000 Cash flow from operating activities Receipts from customers 632,352 236,933 1,015 (162) Payment to suppliers and employees (500,598) (165,061) (1,966) (683) Interest received 4,961 2,354 4,394 1,910 Interest and other costs of finance paid (22,237) (10,022) (18,910) (8,206) Income tax paid (25,412) (21,030) (24,831) (6,152) Net cash provided by/(used in) operating activities 32(e) 89,066 43,174 (40,298) (13,293) Cash flows from investing activities Payment for investment securities (23,832) (3,020) (21,239) (2,737) Proceeds on sale of investment securities 9,601 44,485 – 862 Proceeds from repayment/(amounts advanced to) related party loans 8 9 (502,371) – Proceeds from repayment/(amounts advanced to) related parties 343 (13) – (155,810) Amounts advanced to other parties (24,470) (6,183) (23,987) (3,183) Payment for property, plant and equipment (133,967) (66,034) (937) – Proceeds from sale of property, plant and equipment 27,869 13,546 – – Payment for childcare licences (354,618) (193,066) (3,808) – Proceeds from sale of childcare licences 8,050 – – – Proceeds from/(payments for) other items (1,854) 199 – – Payment for businesses 28 (358,289) (243,888) (340,593) (247,994) Net cash used in investing activities (851,159) (453,965) (892,935) (408,862) Cash flows from financing activities Proceeds from issues of equity securities 994,697 408,742 994,702 408,742 Payment for share issue costs (19,560) (15,091) (19,560) (15,091) Proceeds from borrowings 5,545 114,490 5,483 79,900 Repayment of borrowings (108,532) (33,873) (1,900) – Dividends paid: members of the parent entity (22,041) (17,752) (22,040) (17,752) Net cash provided by financing activities 850,109 456,516 956,685 455,799 Net increase in cash and cash equivalents 88,016 45,725 23,452 33,644 Cash and cash equivalents at the beginning of the financial year 44,131 (1,588) 34,189 545 Effects of exchange rate changes on the balance of cash held in foreign currencies (430) (6) – – Cash and cash equivalents at the end of the financial year 32(a) 131,717 44,131 57,641 34,189 Notes to the financial statements are included on pages 45 to 97. 44
  • 47.
    Notes for theFinancial Statements For the financial year ended 30 June 2006 Note Contents Page 1 Summary of Accounting Policies 46 2 Profit from Operations 53 3 Income Taxes 54 4 Key Management Personnel 58 5 Remuneration of Auditors 62 6 Trade and Other Receivables 62 7 Other Financial Assets 63 8 Inventories 63 9 Other Current Assets 63 10 Property, Plant and Equipment 64 11 Childcare Licences 66 12 Goodwill 67 13 Other Intangible Assets 68 14 Trade and Other Payables 68 15 Borrowings 69 16 Provisions 70 17 Other Liabilities 70 18 Issued Capital 71 19 Reserves 72 20 Retained Earnings 73 21 Earnings per Share 73 22 Dividends 75 23 Commitments for Expenditure 76 24 Contingent Liabilities and Contingent Assets 76 25 Leases 77 26 Economic Dependency 77 27 Subsidiaries 78 28 Acquisition of Businesses 79 29 Segment Information 82 30 Related Party Disclosures 83 31 Subsequent Events 85 32 Notes to the Cash Flow Statement 85 33 Financial Instruments 86 34 Impacts of the adoption of Australian equivalents to International Financial Reporting Standards 89 35 Share-based Payments 96 36 Additional Company Information 97 45
  • 48.
    Notes for theFinancial Statements For the financial year ended 30 June 2006 Note 1. Summary of Accounting Policies Reporting Standards”, with 1 July 2004 as the date of transition. Statement of compliance Reconciliations and descriptions of the effect of transition from The financial report is a general purpose financial report which previous AGAAP to AIFRS on the Group’s equity and its net has been prepared in accordance with the Corporations Act income are given in note 34. 2001, Accounting Standards and Urgent Issues Group Historical cost convention Interpretations, and complies with other requirements of the These financial statements have been prepared under the law. Accounting Standards include Australian equivalents to historical cost convention, as modified by the revaluation of International Financial Reporting Standards (“AIFRS”). available-for-sale financial assets, financial assets and liabilities Compliance with the AIFRS ensures that the consolidated (including derivative instruments) at fair value through profit or financial statements and notes of the consolidated entity loss, certain classes of property, plant and equipment and comply with International Financial Reporting Standards investment property. Cost is based on the fair values of the (“IFRS”). The parent entity financial statements and notes also consideration given in exchange for assets. comply with IFRS except for the disclosure requirements in IAS 32 “Financial Instruments: Disclosure and Presentation” (b) Principles of consolidation as the Australian equivalent Accounting Standard, AASB 132 A controlled entity is any entity controlled by A.B.C. Learning “Financial Instruments: Disclosure and Presentation” does not Centres Limited. Control exists where A.B.C. Learning Centres require such disclosures to be presented by the parent entity Limited has the capacity to dominate the decision-making in where its separate financial statements are presented together relation to the financial and operating policies of another entity with the consolidated financial statements of the consolidated so that the other entity operates to achieve the objectives of entity. A.B.C. Learning Centres Limited. (a) Basis of accounting The financial statements of the subsidiaries are prepared for the The principal accounting policies adopted in the preparation of same reporting period as the parent Company, using consistent the financial report are set out below. These policies have been accounting policies. consistently applied to all the periods presented, unless All inter-Company balances and transactions between entities in otherwise stated. the Group, including any unrealised profit or losses, have been In the application of AIFRS management is required to make eliminated on consolidation. Where controlled entities have judgements, estimates and assumptions about carrying values entered or left the Group during the year, their operating results of assets and liabilities that are not readily apparent from other have been included from the date control was obtained or until sources. The estimates and associated assumptions are based the date control ceased. on historical experience and various other factors that are (c) Foreign currency translation believed to be reasonable under the circumstance, the results (i) Functional and presentation currencies of which form the basis of making the judgements. Actual Items included in the financial statements of each of the Group’s results may differ from these estimates. The estimates and entities are measured using the currency of the primary underlying assumptions are reviewed on an ongoing basis. economic environment in which the entity operates (“the Revisions to accounting estimates are recognised in the period functional currency”). The consolidated financial statements are in which the estimate is revised if the revision affects only that presented in Australian dollars, which is A.B.C. Learning period, or in the period of the revision and future periods if the Centres Limited functional and presentation currency. revision affects both current and future periods. (ii) Transactions and balances Judgements made by management in the application of AIFRS Foreign currency transactions are translated into the functional that have significant effects on the financial statements and currency using the exchange rates prevailing at the dates of the estimates with a significant risk of material adjustments in the transactions. Foreign exchange gains and losses resulting from next year are disclosed, where applicable, in the relevant notes the settlement of such transactions and from the translation at to the financial statements. year-end exchange rates of monetary assets and liabilities Accounting policies are selected and applied in a manner denominated in foreign currencies are recognised in the income which ensures that the resulting financial information satisfies statement, except when deferred in equity as qualifying cash the concepts of relevance and reliability, thereby ensuring that flow hedges and qualifying net investment hedges. the substance of the underlying transactions or other events Translation differences on non-monetary items, such as equities is reported. held at fair value through profit or loss, are reported as part The Group changed its accounting policies on 1 July 2005 to of the fair value gain or loss. Translation differences on comply with AIFRS. The transition to AIFRS is accounted for in non-monetary items, such as equities classified as accordance with Accounting Standard AASB 1 “First-time available-for-sale financial assets, are included in the fair value Adoption of Australian Equivalents to International Financial reserve in equity. 46
  • 49.
    (iii) Group companies Where an impairment loss subsequently reverses, the carrying The results and financial position of all the Group entities (none amount of the asset (cash-generating unit) is increased to the of which has the currency of a hyperinflationary economy) that revised estimate of its recoverable amount, but only to the have a functional currency different from the presentation extent that the increased carrying amount does not exceed the currency are translated into the presentation currency as follows: carrying amount that would have been determined had no – assets and liabilities for each balance sheet presented are impairment loss been recognised for the asset (cash-generating translated at the closing rate at the date of that balance sheet; unit) in prior years. A reversal of an impairment loss is recognised in profit or loss immediately, unless the relevant – income and expenses for each income statement are asset is carried at fair value, in which case the reversal of the translated at average exchange rates (unless this is not a impairment loss is treated as a revaluation increase to the reasonable approximation of the cumulative effect of the extent of previous revaluation increments relating to that specific rates prevailing on the transaction dates, in which case asset. Impairment losses recognised for goodwill are not income and expenses are translated at the dates of the subsequently reversed. transactions); and (f) Provisions – all resulting exchange differences are recognised as a Provisions are recognised when the group has a present separate component of equity. obligation (legal or constructive) as a result of a past event, it is On consolidation, exchange differences arising from the more likely than not that an outflow of resources embodying translation of any net investment in foreign entities, and of economic benefits will be required to settle the obligation and a borrowings and other currency instruments are taken to reliable estimate can be made of the amount of obligation. shareholders’ equity. When a foreign operation is sold or The amount recognised as a provision is the best-estimate of borrowings repaid, a proportionate share of such exchange the consideration required to settle the present obligation at differences are recognised in the income statement as part of reporting date, taking into account the risks and uncertainties the gain or loss on sale. surrounding the obligation. Where a provision is measured using Goodwill and fair value adjustments arising on the acquisition of the cash flows estimated to settle the present obligation, its a foreign entity are treated as assets and liabilities of the foreign carrying amount is the present value of those cash flows. entity and translated at the closing rate. When some or all of the economic benefits required to settle a (d) Borrowing costs provision are expected to be recovered from a third party, the Borrowing costs incurred for the construction of any qualifying receivable is recognised as an asset if it is virtually certain that asset are capitalised during the period of time that is required to recovery will be received and the amount of the receivable can complete and prepare the asset for its intended use or sale. be measured reliably. Other borrowing costs are expensed. Onerous lease contracts (e) Impairment of assets An onerous contract is considered to exist where the Group has Goodwill, childcare licences and other intangible assets that a contract under which the unavoidable cost of meeting the have an indefinite useful life are not subject to amortisation and contractual obligations exceed the economic benefits estimated are tested annually for impairment, or more frequently if events to be received. Present obligations arising under onerous or changes in circumstances indicate that they might be contracts are recognised as a provision to the extent that the impaired. Other assets are reviewed for impairment whenever present obligation exceeds the economic benefits estimated to events or changes in circumstances indicate that the carrying be received. amount may not be recoverable. Impairment losses are Restructuring recognised for the amount by which the asset’s carrying amount A provision for restructuring is recognised when the Group has exceeds its recoverable amount. The recoverable amount is the developed a detailed formal plan for the restructuring and has higher of an asset’s fair value less costs to sell and value in use. raised a valid expectation in those affected. It will carry out the For the purposes of assessing impairment, assets are grouped restructuring by: at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows – starting to implement the plan; or from other assets or groups of assets (cash-generating units). – announcing its main features to those affected by it. If the recoverable amount of an asset (or cash-generating unit) (g) Segment reporting is estimated to be less than its carrying amount, the carrying A business segment is a group of assets and operations amount of the asset (cash-generating unit) is reduced to its engaged in providing services that are subject to risks and recoverable amount. An impairment loss is recognised in profit returns that are different to those of other business segments. or loss immediately, unless the relevant asset is carried at fair A geographical segment is engaged in providing services within value, in which case the impairment loss is treated as a a particular economic environment and is subject to risks and revaluation decrease to the extent of previous revaluation returns that are different from those of segments operating in increments relating to that specific asset. other economic environments. 47
  • 50.
    Notes for theFinancial Statements For the financial year ended 30 June 2006 Note 1. Summary of Accounting Policies continued when collection of the full nominal amount is no longer (h) Income tax probable. Receivables are normally on 7 to 30 day terms. The income tax expense or revenue for the period is the tax (j) Property, plant and equipment payable on the current period’s taxable income based on the Land and buildings are measured at cost less accumulated national income tax rate for each jurisdiction adjusted by depreciation. Property improvements are depreciated over the changes in deferred tax assets and liabilities attributable to period of the lease or estimated useful life, whichever is the temporary differences between the tax bases of assets and shorter, using the straight-line method. Plant and equipment is liabilities and their carrying amounts in the financial statements, stated at cost less accumulated depreciation. Cost includes and to unused tax losses. expenditure that is directly attributable to the acquisition of Deferred tax assets and liabilities are recognised for temporary the items. differences at the tax rates expected to apply when the assets Subsequent costs are included in the asset’s carrying amount are recovered or liabilities are settled, based on those tax rates or recognised as a separate asset, as appropriate, only when it which are enacted or substantively enacted for each jurisdiction. is probable that future economic benefits associated with the The relevant tax rates are applied to the cumulative amounts of item will flow to the Group and the cost of the item can be deductible and taxable temporary differences to measure the measured reliably. All other repairs and maintenance are deferred tax asset or liability. Exception is made for certain charged to the income statement during the financial period in temporary differences arising from the initial recognition of an which they are incurred. asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a Land is not depreciated. Depreciation on other assets is transaction, other than a business combination, that at the time calculated using the straight-line method to allocate their of the transaction did not affect either accounting profit or cost, net of their residual values, over their estimated useful taxable profit or loss. lives as follows: Deferred tax assets are recognised for deductible temporary Buildings – over 20 years; differences and unused tax losses only if it is probable that Plant and equipment – over 2 to 15 years; future taxable amounts will be available to utilise those Property improvements – over 20 years; and temporary differences and losses. Motor vehicles under finance lease – over 10 years. Deferred tax liabilities and assets are not recognised for The assets’ residual values and useful lives are reviewed, and temporary differences between the carrying amount and tax adjusted if appropriate, at each balance sheet date. bases of investments in controlled entities where the parent An asset’s carrying amount is written down immediately to its entity is able to control the timing of the reversal of the recoverable amount if the asset’s carrying amount is greater temporary differences and it is probable that the differences than its estimated recoverable amount (note 1(e)). will not reverse in the foreseeable future. Gains and losses on disposals are determined by comparing Current and deferred tax balances attributable to amounts proceeds with carrying amount. These are included in the recognised in equity, consequently require the tax effect to also income statement. be recognised in equity. An item of property, plant and equipment is derecognised upon A.B.C. Learning Centres Limited is the head Company of a disposal or when no future economic benefits are expected to tax consolidated group under the Tax Consolidation Regime. arise from the continued use of the asset. All Australian wholly owned companies in the Group are part of the tax consolidated group and are therefore taxed as a single Revaluations entity. Consequently, A.B.C. Learning Centres Limited is Following initial recognition at cost, land and buildings are responsible for recognising the current and deferred tax assets carried at a revalued amount which is fair value at the date of and liabilities for the tax consolidated group. the revaluation less any subsequent accumulated depreciation on buildings and accumulated impairment losses. The Group has notified the Australian Tax Office that it has formed an income tax consolidated group to apply from Fair value is determined by reference to market-based 30 June 2004. The tax consolidated group has entered a tax evidence, which is the amount for which the assets could be sharing agreement whereby each Company in the group exchanged between a knowledgeable willing buyer and a contributes to the income tax payable in proportion to their knowledgeable willing seller in an arm’s length transaction as at contribution to the net profit before tax of the tax consolidated the valuation date. group. Such amounts are reflected in amounts receivable from Any revaluation surplus is credited to the asset revaluation or payable to other entities in the tax consolidated group. reserve included in the equity section of the balance sheet (i) Receivables unless it reverses a revaluation decrease of the same asset Receivables are carried at nominal amounts less any provision previously recognised in the income statement. for doubtful debts. A provision for doubtful debts is recognised 48
  • 51.
    Any revaluation deficitis recognised in the income statement (ii) Loans and receivables unless it directly offsets a previous surplus of the same asset in Loans and receivables are non-derivative financial assets with the asset revaluation reserve. fixed or determinable payments that are not quoted in an active market. They arise when the Group provides money, goods or In addition, any accumulated depreciation as at revaluation date services directly to a debtor with no intention of selling the is eliminated against the gross carrying amount of the asset and receivable and are normally on seven- to 30-day terms. the net amount is restated to the revalued amount of the asset. They are included in current assets, except for those with Upon disposal, any revaluation reserve relating to the particular maturities greater than 12 months after the balance sheet date asset being sold is transferred to retained earnings. which are classified as non-current assets. Loans and Independent valuations are performed with sufficient regularity receivables are included in receivables in the balance sheet. to ensure that the carrying amount does not differ materially (iii) Held-to-maturity investments from the asset’s fair value at the balance sheet date. Non-derivative financial assets with fixed or determinable (k) Leases payments and fixed maturity are classified as held-to-maturity Leases of property, plant and equipment, where the Group has when the Group has the positive intention and ability to hold to substantially all the risks and rewards of ownership are classified maturity. Investments intended to be held for an undefined as finance leases. Finance leases are capitalised at the lease’s period are not included in this classification. inception at the lower of the fair value of the leased property (iv) Available-for-sale financial assets and the present value of the minimum lease payments. The Available-for-sale financial assets, comprising principally corresponding rental obligations, net of finance charges, are marketable equity securities, are non-derivatives that are either included in current and non-current borrowings as appropriate. designated in this category or not classified in any of the other Each lease payment is allocated between the liability and categories. They are included in non-current assets unless finance charges so as to achieve a constant rate on the finance management intends to dispose of the investment within balance outstanding. The interest element of the finance cost is 12 months of the balance sheet date. charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining Purchases and sale of financial assets that require delivery of balance of the liability for each period. The property, plant and assets within the time frame generally established by regulation equipment acquired under finance leases is depreciated over or convention in the market place are recognised on the trade the shorter of the asset’s useful life and the lease term. date (i.e. the date that the Group commits to purchase the asset). Investments are initially recognised at fair value plus Leases in which a significant portion of the risks and rewards of transaction costs for all financial assets not carried at fair value ownership are retained by the lessor are classified as operating through profit or loss. Financial assets are derecognised when leases. Payments made under operating leases are charged to the rights to receive cash flows from the financial assets have the income statement on a straight-line basis over the period of expired or have been transferred and the Group has transferred the lease. Amounts accrued in respect of rental increases substantially all the risks and rewards of ownership. payable under operating lease commitments in future periods are classified as other liabilities. Available-for-sale financial assets and financial assets at fair value through profit and loss are subsequently carried at fair (l) Investments and other financial assets value. Loans and receivables and held-to-maturity investments The Group classifies its investments in the following categories; are carried at amortised cost using the effective interest financial assets at fair value through profit or loss, loans and method. Realised and unrealised gains and losses arising from receivables, held-to-maturity investments and available-for-sale changes in the fair value of the “financial assets at fair value financial assets. The classification depends on the purpose for through profit or loss” category are included in the income which the investments were acquired. Management determines statement in the period in which they arise. Unrealised gains the classification of its investments at initial recognition and and losses arising from changes in the fair value of re-evaluates this designation at each reporting date. non-monetary securities classified as available-for-sale are (i) Financial assets at fair value through profit or loss recognised in equity in the available-for-sale investments This category has two sub-categories: financial assets held for revaluation reserve. When securities classified as trading, and those designated at fair value through profit or loss available-for-sale are sold or impaired, the accumulated fair on initial recognition. A financial asset is classified in this value adjustments are included in the income statement as category if acquired principally for the purpose of selling in the gains and losses from investment securities. short term or if so designated by management. The policy of For investments that are actively traded in organised financial management is to designate a financial asset if there exists the markets, fair value is determined by reference to Stock possibility it will be sold in the short term and the asset is Exchange quoted market bid prices at the close of business on subject to frequent changes in fair value. Assets in this category the balance sheet date. are classified as current assets if they are either held for trading or are expected to be realised within 12 months of the balance sheet date. 49
  • 52.
    Notes for theFinancial Statements For the financial year ended 30 June 2006 Note 1. Summary of Accounting Policies continued – the Employee Share Plan, which provides benefits to (m) Borrowings Australian head office employees; and Borrowings are initially recognised at fair value. Borrowings are – the Employee Share Option Plan, which provides benefits to subsequently measured at amortised cost. Any difference the Executives of the US operations. between the proceeds and the redemption amount is recognised in the income statement over the period of the The cost of the equity-settled transactions outlined above are borrowings using the effective interest method. measured by reference to the fair value of the equity instrument at the date at which they are granted. The fair value of share Redeemable converting preference shares are classified as options granted is measured by use of the Black Scholes liabilities. The dividends on these preference shares are model. The expected life used in the model has been adjusted, recognised in the income statement as interest expense. based on management’s best estimate, for the effects of Borrowings are classified as current liabilities unless the Group non-transferability, exercise restrictions and behavioural has an unconditional right to defer settlement of the liability for considerations. The fair value of shares granted is measured at least 12 months after the balance sheet date. using the market price at the date of grant. (n) Trade and other payables The cost of equity-settled transactions is recognised, together Liabilities are recognised for amounts to be paid in the future for with a corresponding increase in equity, over the period in which goods and services received, whether or not billed to the the performance and/or services conditions are fulfilled, ending Group. These liabilities are normally settled on 30 day terms. on the date on which the relevant employee/carer becomes fully (o) Inventories entitled to the award (vesting period). Inventories are measured at the lower of cost and net The dilutive effect, if any, of outstanding options is reflected as realisable value. additional share dilution in the computation of earnings per (p) Employee benefits share (see note 21). (i) Wages and salaries, annual leave and sick leave (q) Cash and cash equivalents Liabilities for wages and salaries, including non-monetary Cash and cash equivalents includes cash on hand, deposits benefits, annual leave and vesting sick leave expected to be held at call with financial institutions, other short-term, highly settled within 12 months of the reporting date are recognised liquid investments with original maturities of three months or in other payables and provisions in respect of employees’ less that are readily convertible to known amounts of cash and services up to the reporting date are measured at the amounts which are subject to an insignificant risk of changes in value, expected to be paid when the liabilities are settled. Liabilities for and bank overdrafts. Bank overdrafts are shown within non-vesting sick leave are recognised when the leave is taken borrowings in current liabilities on the balance sheet. and measured at the rates paid or payable. (r) Revenue recognition (ii) Long service leave Revenue from the rendering of a service is recognised upon The liability for long service leave is recognised in the provision delivery of the service to the customers. for employee benefits and measured as the present value of Interest revenue is recognised on a proportional basis taking expected future payments to be made in respect of services into account the interest rates applicable to the financial assets. provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience Dividend revenue is recognised when the right to receive a of employee departures and periods of service. Expected future dividend has been established. payments are discounted using market yields at the reporting Lease income from operating leases is recognised in income on date on national government bonds with terms to maturity and a straight-line basis over the term of the lease. currency that match, as closely as possible, the estimated future cash outflows. Royalty revenue is recognised when the right to receive the royalty has been established. (iii) Share-based payments The Group makes equity-settled share-based payments only. All revenue is stated net of the amount of goods and services The Group provides benefits to employees and carers in the tax (GST). form of share-based payments, whereby employees and carers (s) Goods and services tax (“GST”) render services in exchange for shares or rights over shares Revenues, expenses and assets are recognised net of the (equity-settled transactions). amount of GST, except where the amount of GST incurred There are currently three types of share-based payments is not recoverable from the taxation authority. In these provided by the Group; circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. – the Carers Share Plan, which provides benefits to the Receivables and payables in the statement of financial position employees of regional management companies; are shown inclusive of GST. 50
  • 53.
    Cash flows arepresented on a gross basis. The GST Goodwill components of cash flows arising from investing or financing Goodwill represents the excess of the cost of an acquisition activities which are recoverable from, or payable to the taxation over the fair value of the Group’s share of the net identifiable authority, are presented as operating cash flow. assets of the acquired subsidiary at the date of acquisition. Goodwill on acquisitions of subsidiaries is included as an (t) Rounding of amounts intangible asset. Goodwill acquired in business combinations is The parent entity has applied the relief available to it under ASIC not amortised and instead is tested for impairment annually, or Class Order 98/0100 and accordingly, amounts in the financial more frequently if events or changes in circumstances indicate report and Directors’ Report have been rounded off to the that it might be impaired, and is carried at cost less nearest $1,000. accumulated impairment losses. (u) Acquisitions of assets For the purpose of impairment testing, goodwill acquired in a The purchase method of accounting is used for all acquisitions business combination is, from the acquisition date, allocated of assets (including business combinations) regardless of to each of the Group’s cash-generating units, or groups of whether equity instruments or other assets are acquired. Cost is cash-generating units, that are expected to benefit from the measured as the fair value of the assets given, shares issued or synergies of the combination, irrespective of whether other liabilities incurred or assumed at the date of exchange plus assets or liabilities of the Group are assigned to those units costs directly attributable to the acquisition. Where equity or group of units. instruments are issued in an acquisition, the value of the instruments is their market price as at the date of exchange, Each unit or group of units to which goodwill is allocated: unless in rare circumstances, it can be demonstrated that the – represents the lowest level within the Group at which published market price as at the date of exchange is an goodwill is monitored for internal management purposes; unreliable indicator of fair value and that other evidence and and valuation methods provide a more reliable measure of fair value. Transaction costs arising on the issue of equity instruments are – is not larger than a segment based on either the Group’s recognised directly in equity. primary or the Group’s secondary reporting format determined in accordance with AASB 114 “Segment Where settlement of any part of cash consideration is deferred, Reporting”. the amounts payable in the future are discounted to their present value as at the date of the acquisition. The discount Other rate used is the entity’s incremental borrowing rate, being the Other intangible assets include financial, childcare, education, rate at which a similar borrowing could be obtained from an curriculum, trademarks and franchise agreements and are independent financier under comparable terms and conditions. recorded at cost less amortisation and impairment. Amortisation of other intangible assets is calculated using the straight-line Identifiable assets acquired and liabilities and contingent method to allocate their cost over their estimated useful lives liabilities assumed in a business combination are measured as follows: initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of – curriculum – over 15 years acquisition over the fair value of the Group’s share of the – trademarks – over 20 years identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of – franchise agreements – over 15 years the subsidiary acquired, the difference is recognised directly in – financial systems – over 2.5 years the income statement, but only after a reassessment of the (w) Earnings per share identification and measurement of the net assets acquired. Basic earnings per share (v) Intangible assets and expenditure carried forward Basic earnings per share is determined by dividing net profit Childcare licences after income tax attributable to members of the Company, Childcare licences are recorded at fair value less any excluding any costs of servicing equity other than ordinary subsequent accumulated impairment losses. shares, by weighted average number of ordinary shares Childcare licences are intangible assets and are initially recorded outstanding during the half-year, adjusted for bonus elements in at cost. Childcare licences are acquired and therefore are not ordinary shares issued during the year. internally generated. Subsequent to initial recognition licences are Diluted earnings per share recorded at their fair value with reference to an active market. Diluted earnings per share adjusts the figures used in the Childcare licences are also regarded as having an indefinite useful determination of basic earnings per share to take into account life as there is no foreseeable limit to the period over which the the finance costs with dilutive potential ordinary shares and the asset is expected to generate net cash inflows for the Group. weighted average number of shares assumed to have been Intangible assets with an indefinite useful life are not amortised issued for no consideration in relation to dilutive potential but are tested for impairment in accordance with note 1(e). ordinary shares. 51
  • 54.
    Notes for theFinancial Statements For the financial year ended 30 June 2006 Note 1. Summary of Accounting Policies continued costs to sell. A gain is recognised for any subsequent increases (x) Contributed equity in fair value less costs to sell of an asset (or disposal group), but Ordinary shares are classified as equity. Preference shares are not in excess of any cumulative impairment loss previously classified as liabilities. recognised. A gain or loss not previously recognised by the date Incremental costs directly attributable to the issue of new shares of the sale of the non-current asset (or disposal group) is or options are shown in equity as a deduction, net of tax, from recognised at the date of derecognition. the proceeds. Incremental costs directly attributable to the issue Non-current assets (including those that are part of a disposal of new shares or options, or for the acquisition of a business, group) are not depreciated or amortised while they are classified are included in the cost of the acquisition as part of the as held for sale. Interest and other expenses attributable to the purchase consideration. liabilities of a disposal group classified as held for sale continue (y) Assets (or disposal groups) held for sale to be recognised. Assets (or disposal groups) are classified as held for sale and Non-current assets classified as held for sale and the assets of a stated at the lower of their carrying amount and fair value less disposal group classified as held for sale are presented separately costs to sell if their carrying amount will be recovered principally from the other assets in the balance sheet. The liabilities of a through a sale transaction rather than through continuing use. disposal group classified as held for sale are presented separately Impairment losses are recognised for any initial or subsequent from the other liabilities in the balance sheet. write down of the asset (or disposal group) to fair value less 52
  • 55.
    Consolidated Company 2006 2005 2006 2005 Note 2. Profit from Operations $’000 $’000 $’000 $’000 (a) Revenue Revenue from continuing operations consisted of the following items: Revenue from the rendering of services 592,176 230,621 – – 592,176 230,621 – – (b) Other income Rental revenue: Operating lease rental revenue 525 431 45 45 Interest revenue: Bank deposits 4,510 2,354 3,942 1,910 Interest-bearing loans 812 – 812 – Controlled entities – – 27,243 11,256 5,322 2,354 31,997 13,166 Royalties 5,706 – – – Dividends: Subsidiaries – – 35,486 22,958 Other entities 4,325 4 – – 4,325 4 35,486 22,958 Other 1,364 – – 2 Attributable to: Continuing operations 17,242 2,789 67,528 36,171 Gain/(loss) on disposal of property, plant, and childcare licences 22,175 4,726 – 41 Gain/(loss) on disposal of investments (143) 14,541 – – Gains attributable to continuing operations 22,032 19,267 – 41 Total other income from continuing operations 39,274 22,056 67,528 36,212 Total revenue and other income from continuing operations 631,450 252,677 67,528 36,212 (c) Profit before income tax Profit/(loss) before income tax has been arrived at after charging the following expenses. Finance costs: Interest on loans 17,111 5,558 14,696 4,156 Dividends on instruments classified as financial liabilities 4,050 4,050 4,050 4,050 Other finance costs 1,240 414 332 – Total finance costs 22,401 10,022 19,078 8,206 Net bad and doubtful debts arising from: Other entities 1,062 59 – – Impairment of investments 1,000 1,603 1,000 – Impairment of property, plant and equipment 1,922 – – – Impairment of childcare licences 8,424 – – – Total impairment 11,346 1,603 1,000 – 53
  • 56.
    Notes for theFinancial Statements For the financial year ended 30 June 2006 Consolidated Company 2006 2005 2006 2005 Note 2. Profit from Operations continued $’000 $’000 $’000 $’000 Depreciation of non-current assets 14,233 5,282 48 48 Amortisation of non-current assets 926 – – – Amortisation of onerous contracts (86) – – – 15,073 5,282 48 48 Operating lease rental expenses 93,813 51,439 – – 93,813 51,439 – – Employee benefit expense: Share-based payments: Equity-settled share-based payments 6,492 4,038 6,492 4,038 Executive option plan 1,139 – 1,139 – 7,631 4,038 7,631 4,038 Termination benefits 277 – – – Other employee benefits 232,678 76,890 – 592 Total employee benefits 240,586 80,928 7,631 4,630 Consolidated Company 2006 2005 2006 2005 Note 3. Income Taxes $’000 $’000 $’000 $’000 (a) Income tax recognised in profit Tax expense/(income) comprises: Current tax expense/(income) 39,370 15,836 5,282 2,306 Adjustments recognised in the current year in relation to the current tax of prior years (284) – (144) – Deferred tax expense/(income) relating to the origination and reversal of temporary differences 222 933 (815) 10 Total tax expense/(income) 39,308 16,769 4,323 2,316 Attributable to: Continuing operations 39,308 16,769 4,323 2,316 The prima facie income tax expense on pre-tax accounting profit from operations reconciles to the income tax expense in the financial statements as follows: Profit from continuing operations 120,418 60,303 38,287 22,737 Profit from operations 120,418 60,303 38,287 22,737 Income tax expense calculated at 30% 36,126 18,091 11,486 6,821 Equity-based payment expenses 2,290 1,211 2,289 1,135 Interest on redeemable converting preference shares 1,215 1,136 1,215 1,136 Dividends from related entities – – (10,646) (6,887) Non-assessable capital gains – (4,952) – – Other non-assessable/non-deductible items (520) 1,252 123 111 Effect on varying rates of tax on overseas income 481 31 – – 39,592 16,769 4,467 2,316 (Over)/under provision of income tax in previous year (284) – (144) – 39,308 16,769 4,323 2,316 54
  • 57.
    The tax ratesused in the reconciliations are the corporate tax rates of 30%, 33% and 36.64% payable by Australian, New Zealand and United States of America corporate entities, respectively, on taxable profits under tax laws in each jurisdiction. There has been no change in Australian and New Zealand corporate tax when compared with previous reporting period. Consolidated Company 2006 2005 2006 2005 $’000 $’000 $’000 $’000 (b) Income tax recognised directly in equity The following current and deferred amounts were charged directly to equity during the period: Current tax: Share – issue expenses (2,322) (1,155) (2,322) (1,155) Deferred tax: Childcare licence revaluations (100) 55,684 – – Revaluations of available-for-sale securities (266) – (266) – Share issue expenses deductible over five years (3,510) (3,145) (3,510) (3,145) (6,198) 51,384 (6,098) (4,300) (c) Current tax assets and liabilities Current tax assets: Tax refund receivable – – – – – – – – Current tax payables: Income tax payable attributable to: Parent entity 2,960 1,112 2,960 1,111 Entities in the tax consolidated group 10,420 1,849 10,420 1,853 Other 743 100 – – 14,123 3,061 13,380 2,964 (d) Deferred tax balances Deferred tax assets comprise: Tax losses – revenue 4,174 – – – Tax losses – capital – – – – Temporary differences 30,405 8,782 14,230 8,744 34,579 8,782 14,230 8,744 Deferred tax liabilities comprise: Temporary differences 77,857 59,649 57,494 56,598 77,857 59,649 57,494 56,598 55
  • 58.
    Notes for theFinancial Statements For the financial year ended 30 June 2006 Note 3. Income Taxes continued Taxable and deductible temporary differences arise from the following: Consolidated Opening Charged Charged Acquisitions/ Closing balance to income to equity disposals Other balance 2006 $’000 $’000 $’000 $’000 $’000 $’000 Gross deferred tax liabilities: Licences (57,119) – 100 – – (57,019) Property, plant and equipment (2,110) (1,409) – (16,707) – (20,226) Other items (420) 283 – (475) – (612) (59,649) (1,126) 100 (17,182) – (77,857) Gross deferred tax assets: Share issue expenses 4,216 – 3,510 – – 7,726 Lease accrual 1,717 1,790 – 2,102 – 5,609 Employee provisions 1,919 (264) – 3,585 – 5,240 Property, plant and equipment (USA) – (31) – 7,519 – 7,488 Tax losses (USA) – (832) – 5,006 – 4,174 Other items 930 241 266 2,905 – 4,342 8,782 904 3,776 21,117 – 34,579 (50,867) (222) 3,876 3,935 – (43,278) Attributable to: Continuing operations (43,278) (43,278) Company Opening Charged Charged Acquisitions/ Closing balance to income to equity disposals Other balance 2006 $’000 $’000 $’000 $’000 $’000 $’000 Gross deferred tax liabilities: Licences – – – – – – Property, plant and equipment – – – – – – Other items – – – – – – – – – – – – Gross deferred tax assets: Share issue expenses 4,216 – 3,510 – – 7,726 Lease accrual – – – – – – Employee provisions – – – – – – Other items 5 815 266 – – 1,086 4,221 815 3,776 – – 8,812 4,221 815 3,776 – – 8,812 Add: Balances recognised in relation to entities in the tax consolidated group: Gross deferred tax assets 5,418 Gross deferred tax liabilities (57,494) (43,264) 56
  • 59.
    Taxable and deductibletemporary differences arise from the following: Consolidated Opening Charged Charged Acquisitions/ Closing balance to income to equity disposals Other balance 2005 $’000 $’000 $’000 $’000 $’000 $’000 Gross deferred tax liabilities: Licences (1,435) – (55,684) – – (57,119) Property, plant and equipment (1,292) (818) – – – (2,110) Other items (229) 992 – (1,183) – (420) (2,956) 174 (55,684) (1,183) – (59,649) Gross deferred tax assets: Share issue expenses 1,071 – 3,145 – – 4,216 Lease accrual 647 1,070 – – – 1,717 Employee provisions 95 521 – 1,303 – 1,919 Property, plant and equipment (USA) – – – – – – Tax losses (USA) – – – – – – Other items 18 (2,698) – 3,610 – 930 1,831 (1,107) 3,145 4,913 – 8,782 (1,125) (933) (52,539) 3,730 – (50,867) Attributable to: Continuing operations (50,867) (50,867) Company Opening Charged Charged Acquisitions/ Closing balance to income to equity disposals Other balance 2005 $’000 $’000 $’000 $’000 $’000 $’000 Gross deferred tax liabilities: Licences – – – – – – Property, plant and equipment – – – – – – Other items – – – – – – – – – – – – Gross deferred tax assets: Share issue expenses 1,071 – 3,145 – – 4,216 Lease accrual – – – – – – Employee provisions – – – – – – Other items 15 (10) – – – 5 1,086 (10) 3,145 – – 4,221 1,086 (10) 3,145 – – 4,221 Add: Balances recognised in relation to entities in the tax consolidated group: Gross deferred tax assets 4,523 Gross deferred tax liabilities (56,598) (47,855) 57
  • 60.
    Notes for theFinancial Statements For the financial year ended 30 June 2006 Note 4. Key Management Personnel Details of Key Management Personnel The Key Management Personnel of A.B.C. Learning Centres Limited during the year were: – Mrs S Atkinson AO (Chairman – Non-Executive) – Mr E S Groves (Chief Executive Officer – Operations (Global)) – Dr L A Groves (Chief Executive Officer – Education) – Mr W E Bessemer (Non-Executive Director) – Mr M V Kemp (Chief Executive Officer – Operations (Australia and New Zealand)) – Mr D J Ryan (Non-Executive Director) – Hon. L J Anthony (Non-Executive Director) – Ms J M Reynolds (Chief Operating Officer) – Mr M P Loveday (Chief Financial Officer) – Ms J G Bannan (Company Secretary and General Counsel) – Mr W Davis (President and Chief Executive Officer – Learning Care Group Inc.) – Mr F Jerneycic (Chief Financial Officer and Treasurer – Learning Care Group Inc.) – Mrs K Myers (Chief Operating Officer – Learning Care Group Inc.) – Mr S Smith (Human Resources Vice President – Learning Care Group Inc.) (a) Key Management Personnel compensation The aggregate compensation of the Key Management Personnel of the Group and the Company is set out below: Consolidated Company 2006 2005 2006 2005 $’000 $’000 $’000 $’000 Australia Short-term employee benefits 1,755 1,692 200 166 Post-employment benefits 141 148 14 15 Share-based payment 697 946 697 946 2,593 2,786 911 1,127 United States of America (AUD) Short-term employee benefits 999 – – – Post-employment benefits 14 – – – Share-based payment 5,403 – 5,403 – 6,416 – 5,403 – The Company has taken advantage of the relief provided by ASIC Class Order 06/50 and has transferred the detailed Key Management Personnel remuneration disclosures to the Directors’ Report. The relevant information can be found in remuneration report on pages 27 to 34. (b) Executive share options of A.B.C. Learning Centres Limited Balance Balance at Granted as Net other Balance at Vested at 1 July 2005 remuneration Exercised change 30 June 2006 30 June 2006 2006 No. No. No. No. No. No. W Davis – 1,083,000 – – 1,083,000 – F Jerneycic – 375,145 – – 375,145 – K Myers – 334,807 – – 334,807 – S Smith – 119,239 – – 119,239 – – 1,912,191 – – 1,912,191 – 58
  • 61.
    Executive share optionsof A.B.C. Learning Centres Limited Balance Balance at Granted as Net other Balance at vested at 1 July 2004 remuneration Exercised change 30 June 2005 30 June 2005 2005 No. No. No. No. No. No. Nil – – – – – – – – – – – – – – – – – – An initial incentive award of options valued at $5,403,302 were provided to the senior executives of the Learning Care Group, Inc. in return for the execution of their employment agreements. These options will vest at the rate of 20% per year on each anniversary, or upon earlier cessation of employment. Shares issued upon exercise of options will rank equally in all respects with existing fully paid ordinary shares. Further details on options provided as remuneration and shares issued on the exercise of such options, together with the terms and conditions of the options can be found in the remuneration report on pages 27 to 34 of the Directors’ Report. The following share-based payment arrangements were in existence during the period: Options series Number Grant date Expiry date Exercise price $ 1 1,912,191 27-Jan-06 27-Jan-11 7.35 In accordance with the terms of the share-based payment arrangement, options issued on 27 January 2006 vest as detailed below: – 382,438 options vest on 27 January 2007 – 382,438 options vest on 27 January 2008 – 1,147,315 options vest on 27 January 2009 For further detail on the policy for options granted refer to the remuneration report on pages 27 to 34 of the Directors’ Report. The weighted average fair value of the share options granted during the financial year is $5,403,302 (2005: nil). Options were priced using a Black Scholes Option Valuation Formula. Where relevant, the expected life used in the model has been adjusted based on the details as follows: The model inputs for options granted during the year ended 30 June 2006 included: (a) Grant date share price: $7.61 (b) Exercise price: $7.35 (c) Expected volatility: 28.992% (d) Option life: 5.00274 years (e) Dividend yield: 1.84% (f) Risk-free interest rate: 5.31% The following reconciles the outstanding share options granted under the ABC Executive option plan at the beginning and end of the financial year: 2006 2005 Number of Weighted average Number of Weighted average options exercise price options exercise price No. $ No. $ Balance at beginning of the financial year – Granted during the financial year 1,912,191 7.35 2,550,000 3.22 Forfeited during the financial year – – – Exercised during the financial year (i) – – (2,550,000) – Expired during the financial year – – – – Balance at end of the financial year 1,912,191 – Exercisable at end of the financial year 1,912,191 – – – 59
  • 62.
    Notes for theFinancial Statements For the financial year ended 30 June 2006 Note 4. Key Management Personnel continued (b) Executive share options of A.B.C. Learning Centres Limited continued (i) Exercised during the financial year The following share options granted under the ABC Directors option plan were exercised during the financial year: 2006 Number exercised Exercise date Share price at exercise date Options series $ Nil – – – 2005 Number exercised Exercise date Share price at exercise date Options series $ S Atkinson 210,000 7-Jun-05 4.92 E S Groves 745,000 9-Mar-05 5.61 L A Groves 745,000 9-Mar-05 5.61 W E Bessemer 105,000 7-Jun-05 4.92 M V Kemp 640,000 9-Mar-05 5.61 D J Ryan 105,000 7-Jun-05 4.92 2,550,000 (c) Fully paid ordinary shares of A.B.C. Learning Centres Limited Balance at Granted as Received on Balance at 1 July 2005 remuneration exercise of options Net other change 30 June 2006 2006 No. No. No. No. No. Directors of A.B.C. Learning Centres Limited Ordinary shares S Atkinson 695,000 – – – 695,000 E S Groves 18,595,000 – – (1,797,500) 16,797,500 L A Groves 18,608,000 – – (1,797,500) 16,810,500 W E Bessemer 105,000 – – – 105,000 M V Kemp 9,099,545 – – 1,362,714 10,462,259 D J Ryan 235,000 – – 4,595 239,595 L J Anthony 25,000 – – 81,622 106,622 Other Key Management Personnel of the Group Ordinary shares J M Reynolds 112,035 55,000 – (66,200) 100,835 M P Loveday 50,000 50,000 – (100,000) – J G Bannan 30,000 30,000 – (33,000) 27,000 W Davis – – – 229,000 229,000 F Jerneycic – – – 20,000 20,000 K Myers – – – 20,000 20,000 S Smith – – – 15,000 15,000 60
  • 63.
    Balance at Granted as Received on Balance at 1 July 2004 remuneration exercise of options Net other change 30 June 2005 2005 No. No. No. No. No. Directors of A.B.C. Learning Centres Limited Ordinary shares S Atkinson 500,000 – 210,000 (15,000) 695,000 E S Groves 16,033,755 – 745,000 1,816,245 18,595,000 L A Groves 17,861,715 – 745,000 1,285 18,608,000 W E Bessemer 375,000 – 105,000 (375,000) 105,000 M V Kemp 5,459,545 – 640,000 3,000,000 9,099,545 D J Ryan 30,000 – 105,000 100,000 235,000 L J Anthony – – – 25,000 25,000 Other Key Management Personnel of the Group Ordinary shares J M Reynolds 56,000 55,000 – 1,035 112,035 M P Loveday – 50,000 – – 50,000 J G Bannan – 30,000 – – 30,000 (d) Redeemable converting preference shares of A.B.C. Learning Centres Limited Balance at Granted as Received on Balance at 1 July 2005 remuneration exercise of options Net other change 30 June 2006 2006 No. No. No. No. No. M V Kemp 50,000 – – – 50,000 50,000 – – – 50,000 Balance at Granted as Received on Balance at 1 July 2004 remuneration exercise of options Net other change 30 June 2005 2005 No. No. No. No. No. M V Kemp 50,000 – – – 50,000 D J Ryan 40,000 – – (40,000) – 90,000 – – (40,000) 50,000 (e) Loans to Key Management Personnel There are no loans made or outstanding with Directors and other Key Management Personnel of the Group, including any related parties at 30 June 2006 (2005: nil). (f) Other transactions with Key Management Personnel During the year no loans were advanced by the Group to Key Management Personnel (2005: nil). 61
  • 64.
    Notes for theFinancial Statements For the financial year ended 30 June 2006 Consolidated Company 2006 2005 2006 2005 Note 5. Remuneration of Auditors Note $’000 $’000 $’000 $’000 Auditor of the parent entity (i) Audit or review of the financial report 449 229 74 26 Taxation services – 5 – 5 Other assurance services 8 32 – 4 Due diligence – 63 – 63 457 329 74 98 Other auditors (ii) Auditing the financial report 164 – – – 621 329 74 98 (i) The auditor of A.B.C. Learning Centres Limited and Australian subsidiaries is Pitcher Partners, an independent member of Baker Tilly International. (ii) The auditor of Learning Care Group, Inc. is Rehmann Robson, an independent member of Baker Tilly International. Consolidated Company 2006 2005 2006 2005 Note 6. Trade and Other Receivables Note $’000 $’000 $’000 $’000 Current Trade receivables 77,582 14,368 4 – Allowance for doubtful debts (1,463) (188) – – 76,119 14,180 4 – Property settlements receivable 20,892 7,410 – – Deposits (cash under restrictions) (i) 2,069 432 – – Tax related receivable (ii) – – 35,860 7,804 Goods and services tax (GST) recoverable 620 2,313 451 (138) Other receivables 15,114 6,804 360 180 114,814 31,139 36,675 7,846 Non-current Trade receivables 105 – – – 105 – – – Rental bonds 453 414 – – Tax related receivable (ii) – – 55,754 51,544 558 414 55,754 51,544 (i) Security deposits held are classified as a receivable and represent cash held under restrictions. (ii) Tax related receivables relate to subsidiaries. 62
  • 65.
    Consolidated Company 2006 2005 2006 2005 Note 7. Other Financial Assets Note $’000 $’000 $’000 $’000 Current Non-interest-bearing loans at call advanced to: Other entities 252 3,649 – 500 Non-current Shares in controlled entities – – 726,568 386,547 At fair value Available-for-sale: Shares – Listed entities (i) 2,520 3,037 2,520 2,737 Centre development costs 18,663 24,082 3,974 – Other investments (i) 27,847 1,212 25,534 – 46,510 25,294 29,508 – Interest-bearing loans advanced to: Other entities 21,211 – 20,971 – Non-interest-bearing loans advanced to: Subsidiaries – – 980,115 415,398 Other entities 8,126 2,762 6,205 2,685 29,337 2,762 1,007,291 418,083 78,367 31,093 1,765,887 807,367 (i) The Group holds shares in listed and non-listed entities. At 30 June 2006 and 30 June 2005, it does not consider any of the investments as investments in associates due to the Group not exerting significant influence over the entities and the share holdings being less than 20% of the voting or potential voting power of the investee. Consolidated Company 2006 2005 2006 2005 Note 8. Inventories $’000 $’000 $’000 $’000 Finished goods: At cost 5,453 4,226 – – 5,453 4,226 – – Consolidated Company 2006 2005 2006 2005 Note 9. Other Current Assets $’000 $’000 $’000 $’000 Prepayments 16,667 10,944 242 491 Land and buildings held for on sale 9,493 6,360 937 – 26,160 17,304 1,179 491 63
  • 66.
    Notes for theFinancial Statements For the financial year ended 30 June 2006 Note 10. Property, Plant and Equipment Consolidated Property Plant and Motor vehicles Freehold Buildings improvements equipment under finance land at cost at cost at cost at cost lease at cost Total $’000 $’000 $’000 $’000 $’000 $’000 Gross carrying amount Balance at 1 July 2004 93 1,238 19,603 19,378 54 40,366 Additions 3 6 36,105 11,492 – 47,606 Disposals – – (1,989) (835) (54) (2,878) Acquisitions through business combinations – – 1,073 8,093 – 9,166 Transfers – (66) 66 – – – Balance at 1 July 2005 96 1,178 54,858 38,128 – 94,260 Additions – 201 75,780 30,495 – 106,476 Disposals (453) (9,180) (3,014) (2,737) – (15,384) Acquisitions through business combinations 15,385 41,892 14,258 12,678 – 84,213 Classified as held for sale (96) (213) – – – (309) Transfers – – 1,220 (1,220) – – Net foreign currency exchange differences 254 558 (121) (13) – 678 Balance at 30 June 2006 15,186 34,436 142,981 77,331 – 269,934 Accumulated depreciation/ amortisation and impairment Balance at 1 July 2004 – 223 1,142 3,207 32 4,604 Disposals – (5) (141) – (32) (178) Acquisitions through business combinations – – 117 1,721 – 1,838 Depreciation expense – 52 2,315 2,915 – 5,282 Balance at 1 July 2005 – 270 3,433 7,843 – 11,546 Disposals – (6) (2,169) (1,035) – (3,210) Acquisitions through business combinations – 2,073 362 1,046 – 3,481 Classified as held for sale – (8) – – – (8) Impairment losses charged to profit (i) – – 1,890 32 – 1,922 Depreciation expense – 496 5,703 8,034 – 14,233 Net foreign currency exchange differences – 38 – (30) – 8 Balance at 30 June 2006 – 2,863 9,219 15,890 – 27,972 Net book value As at 30 June 2005 96 908 51,425 30,285 – 82,714 As at 30 June 2006 15,186 31,573 133,762 61,441 – 241,962 64
  • 67.
    Company Property Plant and Motor vehicles Freehold Buildings improvements equipment under finance land at cost at cost at cost at cost lease at cost Total $’000 $’000 $’000 $’000 $’000 $’000 Gross carrying amount Balance at 1 July 2004 – 965 – – – 965 Balance at 1 July 2005 – 965 – – – 965 Additions – – – – – – Disposals – – – – – – Balance at 30 June 2006 – 965 – – – 965 Accumulated depreciation/ amortisation and impairment Balance at 1 July 2004 – 214 – – – 214 Depreciation expense – 49 – – – 49 Balance at 1 July 2005 – 263 – – – 263 Depreciation expense – 48 – – – 48 Balance at 30 June 2006 – 311 – – – 311 Net book value As at 30 June 2005 – 702 – – – 702 As at 30 June 2006 – 654 – – – 654 (i) Impairment losses are included in the line item impairment in the income statement. The impairment losses recognised during the period (2005: nil) relate to write downs of various items of property, plant or equipment that were held by childcare centres that were closed. Consolidated Company 2006 2005 2006 2005 $’000 $’000 $’000 $’000 Aggregate depreciation allocated, whether recognised as an expense or capitalised as part of the carrying amount of other assets during the year: Buildings 496 52 48 49 Property improvements 5,703 2,315 – – Plant and equipment 8,034 2,915 – – 14,233 5,282 48 49 On transition to the Australian equivalents to International Financial Reporting Standards (AIFRS) the Group has elected to measure buildings previously recorded at valuation at the date of transition to AIFRS at its fair value and use that fair value as its deemed cost at that date. 65
  • 68.
    Notes for theFinancial Statements For the financial year ended 30 June 2006 Consolidated Company 2006 2006 Note 11. Childcare Licences $’000 $’000 Gross carrying amount Balance at 1 July 2004 235,746 – Additions 108,396 – Acquisitions through business combinations 267,223 – Disposals or classified as held for sale (4,519) – Net revaluation increments/(decrements) 165,851 – Balance at 1 July 2005 772,697 – Additions 359,708 – Acquisitions through business combinations 169,633 – Disposals or classified as held for sale (7,327) – Reclassified from goodwill 62,806 – Balance at 30 June 2006 1,357,517 – Impairment Net adjustment from revaluation increments/(decrements) 5,670 – Impairment losses charged to profit and loss 8,424 – Balance at 30 June 2006 14,094 – Net book value As at 30 June 2005 772,697 – As at 30 June 2006 1,343,423 – (a) Impairment charge The impairment charge relates to childcare centres that were closed during the financial year. (b) Allocation of childcare licences to cash-generating units The Group has identified an individual childcare licence as a cash-generating unit. The recoverable amount of the childcare licence cash-generating unit’s have been determined based on a value in use calculation using cash flow projections from financial budgets approved by management covering a five year period. The discount rate applied to the cash flow projections is 9.5% which reflects with the Group’s weighted average cost of capital (WACC). Applicable growth rates have been applied to the budgeted inflows and outflows for years one to five based on historical information and industry norms. As the life of a childcare licence is indefinite a terminal value has been included based upon the forecasted cash flows at year five. Whilst that each childcare licence is a CGU the note above has been disclosed on an aggregate basis. 66
  • 69.
    Consolidated Company 2006 2005 2006 2005 Note 12. Goodwill $’000 $’000 $’000 $’000 Gross carrying amount Balance at beginning of financial year 175,187 – – – Additional amounts recognised from business combinations occurring during the period 194,052 175,187 – – Effects of foreign currency exchange differences 2,659 – – – Reclassified to childcare licences (62,806) – – – Other 4,625 – – – Balance at end of financial year 313,717 175,187 – – Accumulated impairment losses Balance at beginning of financial year – – – – Impairment losses for the year – – – – Eliminated on disposal of a subsidiary – – – – Effect of foreign currency exchange differences – – – – Balance at end of financial year – – – – Net book value 313,717 175,187 – – Allocation of goodwill to cash-generating units The Group has identified the following Cash-Generating Units (CGU) to which goodwill has been allocated: – An individual childcare licence – Training college (see note 13) – Wholesaling of education toys – US Childcare Operation – Rights to further acquisitions – Trademark (see note 13) All goodwill is allocated to a cash-generating units on the following basis: Consolidated Company 2006 2005 2006 2005 Note $’000 $’000 $’000 $’000 Training college (a) 1,836 – – – Wholesale and education toys (b) 3,259 – – – US Childcare Operations (c) 173,468 – – – Rights to further acquisitions (d) 109,892 175,187 – – Unallocated (e) 25,262 – – – Total 313,717 175,187 – – (a) The recoverable amount of the training college cash-generating unit has been determined based on a value in use calculation using cash flow projections from financial budgets approved by management covering a five year period. For a conservative valuation no growth rate was applied during the five years. The discount rate applied to the cash flow projections was 9.5%. (b) The recoverable amount of the wholesale and education toys cash-generating unit has been determined based on a value in use calculation using cash flow projections from financial budgets approved by management covering a five year period. For a conservative valuation no growth rate was applied during the five years. The discount rate applied to the cash flow projections was 9.5%. (c) The recoverable amount of the US Childcare Operations cash-generating unit has been determined based on a value in use calculation using cash flow projections from financial budgets approved by management covering five years. The discount rate applied to the cash flow projections is 12%. Applicable growth rates have been applied to the budgeted inflows and outflows for years one to five based on historical data and industry norms. (d) The recoverable amount of the rights to further acquisitions cash-generating unit has been determined based on the number of places expected to be acquired over the next three years as a result of the business combination. A profit per place is then applied based on historical data and averages. The discount rate applied in the discounted cash flow calculation was 10.5% which reflects the risk associated with this cash-generating unit. (e) As Kids Campus Limited was acquired on 29 May 2006 a formal allocation of goodwill was not finalised prior to reporting date. 67
  • 70.
    Notes for theFinancial Statements For the financial year ended 30 June 2006 Consolidated Company 2006 2006 Note 13. Other Intangible Assets Note $’000 $’000 Gross carrying amount Balance at 1 July 2004 1,078 – Additions (i) 38 – Acquisitions through business combinations – – Disposals or classified as held for sale – – Net revaluation increments/(decrements) – – Net foreign currency exchange differences – – Other (445) – Balance at 1 July 2005 671 – Additions (i) 2,464 Acquisitions through business combinations (ii) 29,726 – Disposals or classified as held for sale – – Net revaluation increments/(decrements) – – Net foreign currency exchange differences 274 – Reclassified to goodwill (671) – Balance at 30 June 2006 32,464 – Accumulated amortisation and impairment Balance at 1 July 2004 (7) – Amortisation expense – – Impairment losses charged to profit – – Reversals of impairment losses charged to profit – – Net foreign currency exchange differences – – Balance at 1 July 2005 (7) – Amortisation expense (926) – Impairment losses charged to profit – – Reversals of impairment losses charged to profit – – Net foreign currency exchange differences – – Balance at 30 June 2006 (933) – Net book value As at 30 June 2005 664 – As at 30 June 2006 31,531 – (i) Additional intangibles relate to financial, childcare and education systems. (ii) Intangibles acquired through business combination include curriculum, trademarks and franchise agreements. Consolidated Company 2006 2005 2006 2005 Note 14. Trade and Other Payables $’000 $’000 $’000 $’000 Trade payables 13,324 5,431 19 27 Sundry creditors and accrued expenses 108,277 46,783 11,425 102 121,601 52,214 11,444 129 68
  • 71.
    Consolidated Company 2006 2005 2006 2005 Note 15. Borrowings Note $’000 $’000 $’000 $’000 Current Secured (i) At amortised cost (2005: cost): Bank overdrafts 753 1,429 – – Bank loans 87 1,000 – – Other loans (Hire purchase loans) 7,227 2,027 – – 8,067 4,456 – – Non-current Unsecured At amortised cost (2005: cost): Redeemable converting preference shares (ii) 58,107 58,107 58,107 58,107 Bank loans (i) 161,786 – 151,000 – 219,893 58,107 209,107 58,107 Secured (i) At amortised cost (2005: cost): Bank loans – 184,020 – 152,900 Finance lease liabilities 14,981 – – – Hire purchase loans 14 4,145 – – 14,995 188,165 – 152,900 234,888 246,272 209,107 211,007 (i) In accordance with the security arrangements of liabilities, the carrying amounts of non-current assets pledged as security are as follows: Consolidated Company 2006 2005 2006 2005 $’000 $’000 $’000 $’000 First mortgage Freehold land and buildings – 1,004 – 702 Floating charge over assets – 1,058,360 – 860,514 – 1,059,364 – 861,216 The Company’s bankers have provided the Company’s financing facility on an unsecured basis. The Company holds releases for all securities previously held by the banks. These releases have being lodged with the relevant authorities. In the 2005 financial year, the bank borrowings were secured by registered mortgages over the parent entity and each of its controlled entities, and interlocking debt and interest guarantees between the parent entity and each of its controlled subsidiaries, and a registered first mortgage over certain freehold property of a controlled entity. Finance leases and hire purchases are secured by the assets under lease or under hire purchase respectively. (ii) During 2004 $60 million of redeemable converting preference shares were issued, with $7.5 million being initially classified as debt. Transaction costs of $1.893 million were also incurred and offset against the value of the equity portion of the preference shares. Upon transition to AIFRS the equity balance of the redeemable converting preference shares were reclassified from equity to debt and included above. 69
  • 72.
    Notes for theFinancial Statements For the financial year ended 30 June 2006 Consolidated Company 2006 2005 2006 2005 Note 16. Provisions Note $’000 $’000 $’000 $’000 Current Employee benefits 9,071 4,907 – – Restructuring and termination costs (i) 277 984 – – Onerous lease contracts 25 192 – – – 9,540 5,891 – – Non-current Employee benefits 881 911 – – Onerous lease contracts 25 1,118 – – – 1,999 911 – – Consolidated Company Restructuring Restructuring and termination Onerous lease and termination Onerous lease costs(i) contracts costs(i) contracts $’000 $’000 $’000 $’000 Balance at 1 July 2005 984 – – – Additional provision through acquisition of business combinations 277 1,396 – – Reductions arising from payments/other sacrifices of future economic benefits (984) (86) – – Balance at 30 June 2006 277 1,310 – – Current 277 192 – – Non-current – 1,118 – 277 1,310 – – (i) The provision for restructuring and termination costs represents the present value of the directors’ best estimate of the costs directly and necessarily caused by the restructuring that are not associated with the ongoing activities of the entity, including termination benefits, and were an existing liability at date of acquisition. Consolidated Company 2006 2005 2006 2005 Note 17. Other Liabilities $’000 $’000 $’000 $’000 Current Operating lease liability 999 – – – 999 – – – Non-current Operating lease liability 16,480 5,723 – – 16,480 5,723 – – 70
  • 73.
    Consolidated Company 2006 2005 2006 2005 Note 18. Issued Capital $’000 $’000 $’000 $’000 393,146,555 fully paid ordinary shares (2005: 250,344,916) 1,635,028 636,145 1,635,028 636,145 1,635,028 636,145 1,635,028 636,145 2006 2005 No. No. ’000 $’000 ’000 $’000 Fully paid ordinary shares Balance at beginning of financial year 250,345 636,145 116,428 124,879 Issue of shares – Share placement 140,151 994,704 100,008 400,033 Issue of shares – Scheme of arrangement – – 30,033 108,120 Issue of shares – Dividend reinvestment 1,694 11,415 271 1,154 Issue of shares – Carers incentive 625 4,716 406 2,038 Issue of shares – Other (staff) 332 1,776 417 2,000 Issue of shares – on settlement with vendors – – 231 500 Issue of shares – exercise of options – – 2,550 8,211 Transaction costs on share issue – (19,560) – (15,090) Tax effect on transaction costs – 5,832 – 4,300 Balance at end of financial year 393,147 1,635,028 250,344 636,145 Fully paid ordinary shares carry one vote per share and carry the right to dividends. Share options As at 30 June 2006 there are 1,912,191 unvested options which were granted to the executives of Learning Care Group Inc. in accordance with their employment agreements. During the year ended 30 June 2005 the Directors exercised their remuneration options, converting 2,550,000 ordinary shares at $3.22 per share. 71
  • 74.
    Notes for theFinancial Statements For the financial year ended 30 June 2006 Consolidated Company 2006 2005 2006 2005 Note 19. Reserves $’000 $’000 $’000 $’000 Asset revaluation 108,955 114,002 79 79 Foreign currency translation 504 31 – – Employee equity-settled benefits 1,139 – 1,139 – Available-for-sale revaluation (621) – (621) – 109,977 114,033 597 79 Asset revaluation reserve Balance at beginning of financial year 114,002 3,834 79 79 Revaluation increments/(decrements) on childcare licences (4,139) 165,852 – – Foreign exchange translation (1,008) – – – Deferred tax liability arising on revaluation 100 (55,684) – – Balance at end of financial year 108,955 114,002 79 79 The asset revaluation reserve is used to record increases in the fair value of childcare licences and buildings and decreases to the extent that such decreases relate to an increase on the same asset previously recognised in equity. Consolidated Company 2006 2005 2006 2005 $’000 $’000 $’000 $’000 Foreign currency translation reserve Balance at beginning of financial year 31 37 – – Translation of foreign operations 473 (6) – – Balance at end of financial year 504 31 – – The foreign currency translation resulted from differences relating to the translation from US dollars and NZ dollars, being the functional currency of the Group’s foreign controlled entities in the United States of America and New Zealand, into Australian dollars that are brought to account by entries made directly to the foreign currency translation reserve. Consolidated Company 2006 2005 2006 2005 $’000 $’000 $’000 $’000 Employee equity-settled benefits reserve Balance at beginning of financial year – – – – Share-based payment 1,139 – 1,139 – Transfer to share capital – – – – Balance at end of financial year 1,139 – 1,139 – The employee equity-settled benefits reserve arises on the grant of share options to the executives under the executive share option plan. Amounts are transferred out of the reserve and into the issued capital when the options are exercised. 72
  • 75.
    Consolidated Company 2006 2005 2006 2005 $’000 $’000 $’000 $’000 Available-for-sale revaluation reserve Balance at beginning of financial year – – – – Restated balance at beginning of financial year – – – – Valuation gain/(loss) recognised (887) – (887) – Cumulative (gain)/loss transferred to the income statement on sale of financial assets – – – – Cumulative (gain)/loss transferred to the income statement on impairment of financial assets – – – – Deferred tax arising on revaluation 266 – 266 – Balance at end of financial year (621) – (621) – Changes in the fair value of investments, such as equities, classified as available-for-sale financial assets, are taken to the available-for-sale investments revaluation reserve, as described in note 1(m). Amounts are recognised in profit and loss when the associated assets are sold or impaired. Consolidated Company 2006 2005 2006 2005 Note 20. Retained Earnings Note $’000 $’000 $’000 $’000 Balance at beginning of financial year 45,074 20,446 4,461 2,946 Net profit attributable to members of the parent entity 81,110 43,534 33,964 20,421 Dividends paid 22 (33,457) (18,906) (33,455) (18,906) Balance at end of financial year 92,727 45,074 4,970 4,461 Consolidated 2006 2005 Note 21. Earnings per Share Cents per share Cents per share Basic earnings per share: From continuing operations 27.7 23.0 Total basic earnings per share 27.7 23.0 Diluted earnings per share: From continuing operations 27.7 22.9 Total diluted earnings per share 27.7 22.9 Basic earnings per share The earnings and weighted average number of ordinary shares used in the calculation of basic earnings per share are as follows: 2006 2005 $’000 $’000 Earnings from continuing operations (a) 81,110 43,534 Total earnings (a) 81,110 43,534 2006 2005 No. ’000 No. ’000 Weighted average number of ordinary shares for the purposes of basic earnings per share 292,937 189,436 73
  • 76.
    Notes for theFinancial Statements For the financial year ended 30 June 2006 Note 21. Earnings per Share continued (a) Earnings used in the calculation of basic earnings per share and total basic earnings per share from continuing operations reconciles to net profit in the income statement as follows: Consolidated 2006 2005 $’000 $’000 Net profit 81,110 43,534 Redeemable converting preference share dividend – – Earnings used in the calculation of basic EPS from continuing operations 81,110 43,534 Total earnings used in the calculation of basic EPS 81,110 43,534 Diluted earnings per share The earnings and weighted average number of ordinary shares used in the calculation of diluted earnings per share are as follows: 2006 2005 $’000 $’000 Earnings from continuing operations (a) 81,110 43,534 Total earnings (a) 81,110 43,534 2006 2005 No.’000 No.’000 Weighted average number of ordinary shares for the purposes of diluted earnings per share (b), (c), (d) 292,937 190,461 (a) Earnings used in the calculation of diluted earnings per share and total diluted earnings per share from continuing operations reconciles to net profit in the income statement as follows: 2006 2005 $’000 $’000 Net profit 81,110 43,534 Redeemable converting preference share dividend – – Earnings used in the calculation of diluted EPS from continuing operations 81,110 43,534 Total Earnings used in the calculation of diluted EPS 81,110 43,534 (b) The weighted average number of ordinary shares for basic earnings per share reconciles to the weighted average number of ordinary shares for the purposes of diluted earnings per share as follows: 2006 2005 No. ’000 No. ’000 Weighted average number of ordinary shares used in the calculation of basic EPS 292,937 189,436 Weighted average number of shares deemed to be issued for no consideration in respect of: Employee options – 1,025 Weighted average number of ordinary shares used in the calculation of diluted EPS 292,937 190,461 (c) The following potential ordinary shares are not dilutive and are therefore excluded from the weighted average number of ordinary shares for the purposes of diluted earnings per share: 2006 2005 No. ’000 No. ’000 Redeemable converting preference shares 12,000 12,000 Executive share option plan 1,912 – 13,912 12,000 (d) Weighted average number of converted, lapsed, or cancelled potential ordinary shares included in the calculation of diluted earnings per share: 2006 2005 No. ’000 No. ’000 Options to purchase ordinary shares pursuant to the executive share option plan – 1,025 74
  • 77.
    Consolidated Company 2006 2005 2006 2005 Note 22. Dividends $’000 $’000 $’000 $’000 Recognised amounts Fully paid ordinary shares 2005 Final dividend: Fully franked to 30% (Prior Year fully franked to 30%) 15,037 6,427 15,037 6,427 2006 Interim dividend: Fully franked to 30% (Prior Year fully franked to 30%) 18,419 12,479 18,418 12,479 33,456 18,906 33,455 18,906 Unrecognised amounts Fully paid ordinary shares 2006 Final dividend: Fully franked to 30% (Prior Year fully franked to 30%) 31,452 15,037 31,452 15,037 Company 2006 2005 $’000 $’000 Adjusted franking account balance 33,095 10,453 Impact on franking account balance of dividends not recognised 13,479 6,444 Income tax consequences of unrecognised dividends – – 75
  • 78.
    Notes for theFinancial Statements For the financial year ended 30 June 2006 Consolidated Company 2006 2005 2006 2005 Note 23. Commitments for Expenditure $’000 $’000 $’000 $’000 (a) Capital expenditure commitments Plant and equipment Not longer than one year 3,822 – – – Longer than one year and not longer than five years – – – – Longer than five years – – – – 3,822 – – – Intangible assets Not longer than one year 39,475 – – – Longer than one year and not longer than five years – – – – Longer than five years – – – – 39,475 – – – (b) Lease commitments Finance lease liabilities and non-cancellable operating lease commitments are disclosed in note 25 to the financial statements. Consolidated Company 2006 2005 2006 2005 $’000 $’000 $’000 $’000 Hire purchase commitments Not longer than one year 7,373 2,027 – – Longer than one year and not longer than five years 14 4,145 – – Longer than five years – – – – 7,287 6,172 – – (c) Centre Development Costs Centre development costs of $206,462,000 have received Board approval but are subject to final contractual arrangements. Note 24. Contingent Liabilities and Contingent Assets The parent entity and Group had contingent liabilities at 30 June 2006 in respect of: (i) Guarantees Bank guarantees in Australia for specific commitments of the Group total $5.9 million. (ii) Guarantees in respect of franchisee lease commitments A subsidiary of the Company is primarily or contingently liable for many of the leases of Tutor Time’s franchisees. In an effort to build its franchisee network, Tutor Time either leased the prospective site for a franchisee, with a subsequent sublease of the site to the franchisee, or provided a lease guarantee to the landlord for the benefit of the franchisee in exchange for a monthly lease guarantee fee payable by the franchisee that is based upon the monthly rent expense of the guaranteed lease. The payments the Company could be required to pay related to leases and guarantees aggregates US$58.3 million and US$10.0 million, respectively, in case of default by the franchisee. Should the Company be required to make payments under these leases, it may assume obligations for operating the centre. Should the centre not be economically viable, the Company will make provision for the lease termination at that time. These guarantees may give rise to liabilities in the parent entity if the subsidiaries do not meet their obligations under the terms of the overdrafts, loans, leases or other liabilities subject to the guarantees. No material losses are anticipated in respect of any of the above contingent liabilities. (iii) Letter of Credit issued to JP Morgan Chase A letter of credit has been issued by the Company’s bankers for US$17 million to secure the Learning Care Group, Inc. bank facility with JP Morgan Chase. 76
  • 79.
    Note 25. Leases Disclosuresfor lessees Finance leases Leasing arrangements Finance leases relate to sale and leaseback transactions relating to some childcare centres in the United States of America. Finance lease liabilities Minimum future lease payments Consolidated Company 2006 2005 2006 2005 Note $’000 $’000 $’000 $’000 No later than one year 1,519 – – – Later than one year and not later than five years 6,440 – – – Later than five years 24,745 – – – Minimum lease payments (i) 32,704 – – – Less future finance charges 17,723 – Present value of minimum lease payments 15 14,981 – – – (i) Minimum future lease payments includes the aggregate of all lease payments and any guaranteed residual. Operating leases Leasing arrangements The economic entity has non-cancellable property leases with varying terms of up to 23 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 consumer price index and market value, subject to review with the landlord. Equipment rental agreements provide for a maximum rental period of three years. Consolidated Company 2006 2005 2006 2005 Note $’000 $’000 $’000 $’000 Non-cancellable operating lease payments Not longer than one year 110,891 58,891 – – Longer than one year and not longer than five years 327,143 197,895 – – Longer than five years 770,919 159,125 – – 1,208,953 415,911 – – In respect of non-cancellable operating leases the following liabilities have been recognised: Current: Onerous lease contracts 16 192 – – – Non-current Onerous lease contracts 16 1,118 – – – 1,310 – – – Note 26. Economic Dependency The operation of childcare centres and training colleges benefit from the continued support by statutory authorities of the Federal Governments as well as the Federal Government’s policies on the provision of subsidies to the childcare industry and benefits provided to parents of children attending childcare centres. 77
  • 80.
    Notes for theFinancial Statements For the financial year ended 30 June 2006 Note 27. Subsidiaries Ownership interest Name of entity Country of incorporation 2006 2005 % % Parent entity A.B.C. Learning Centres Limited Australia Subsidiaries A.B.C. Developmental Learning Centres Pty Ltd Australia 100 100 A.B.C. Early Childhood Training College Pty Ltd Australia 100 100 A.B.C. Corporate Care Pty Ltd Australia 100 100 Premier Early Learning Centres Pty Ltd Australia 100 100 A.C.N. 097 028 923 Pty Ltd Australia 100 100 ABC Developmental Learning Centres (NZ) Limited New Zealand 100 100 A.B.C. Education Services Pty Ltd Australia 100 100 A.B.C. Land Holdings Pty Ltd Australia 100 100 A.B.C. New Ideas Pty Ltd Australia 100 100 ABC Land Holdings (NZ) Limited New Zealand 100 100 DPPA Pty Ltd Australia 100 100 FutureOne Pty Ltd Australia 100 100 A.C.N. 089 836 180 Pty Ltd Australia 100 100 Brighter Future Family Services Pty Ltd (in administration) Australia 100 100 Interlink Education Systems Pty Ltd Australia 100 100 A.C.N. 084 147 446 Pty Ltd Australia 100 100 A.C.N. 084 147 393 Pty Ltd Australia 100 100 Child Care Centres Australia Ltd Australia 100 100 Highland Park Child Care Centre Pty Ltd Australia 100 100 Kiddies Place Childcare Pty Ltd Australia 100 100 Australian Montessori Education Pty Ltd Australia 100 100 Peppercorn Management Group Ltd Australia 100 100 PMG Corporate Pty Ltd Australia 100 100 Peppercorn Holdings No. 1 Pty Ltd Australia 100 100 Peppercorn Holdings No. 2 Pty Ltd Australia 100 100 Peppercorn Holdings No. 3 Pty Ltd Australia 100 100 Peppercorn Holdings No. 4 Pty Ltd Australia 100 100 Peppercorn Holdings No. 5 Pty Ltd Australia 100 100 Peppercorn Holdings No. 6 Pty Ltd Australia 100 100 Peppercorn Holdings No. 7 Pty Ltd Australia 100 100 Peppercorn Holdings No. 8 Pty Ltd Australia 100 100 Peppercorn Management Group (NZ) Limited New Zealand 100 100 Judius Pty Ltd Australia 100 100 Chosen Products Pty Ltd Australia 100 100 Judius (NZ) Limited New Zealand 100 100 Childcare Development Solutions Pty Ltd (note 28) Australia 100 – Childcare Development Solutions Unit Trust Australia 100 – 78
  • 81.
    Ownership interest Name ofentity Country of incorporation 2006 2005 % % Learning Care Group, Inc. (note 28) United States 100 – Childtime Childcare, Inc. United States 100 – Tutor Time Learning Centers LLC United States 100 – Tutor Time Franchise LLC United States 100 – Tutor Time Learning Centers International, Inc. United States 100 – Kids Campus Limited (note 28) Australia 100 – Kids Campus Australia Pty Ltd Australia 100 – Kids Campus Holdings Pty Ltd Australia 100 – Kids Campus (W.A.) Pty Ltd Australia 100 – Note 28. Acquisition of Businesses Date of Proportion Cost of Names of businesses acquired Principal activity acquisition acquired (%) acquisition $’000 Childcare Development Solutions Unit Trust Provision of childcare 29 July 2005 100 12,530 services Childcare Development Solutions Pty Ltd Trustee for the Childcare 29 July 2005 100 – Development Solutions Unit Trust Learning Care Group, Inc. Provision of childcare and 11 January 2006 100 213,885 franchising services Kids Campus Limited Provision of childcare 29 May 2006 100 127,897 services Balance at 30 June 2006 354,312 79
  • 82.
    Notes for theFinancial Statements For the financial year ended 30 June 2006 Childcare Development Solutions Note 28. Acquisition of Businesses continued Pty Limited and Trust Fair value Fair value on Book value adjustment acquisition Net assets acquired $’000 $’000 $’000 Current assets: Cash and cash equivalents 36 – 36 Other debtors – – – Receivables (52) – (52) Inventories – – – Other – – – Non-current assets: Receivables – – – Other financial assets – – – Childcare licences 3,447 14,575 18,022 Property, plant and equipment 9,711 – 9,711 Intangible assets – – – Goodwill – – – Deferred tax assets – – – Current liabilities: Payables (247) – (247) Short-term borrowings (15,377) – (15,377) Current tax liabilities – – – Provisions (35) – (35) Non-current liabilities: Long-term borrowings – – – Deferred tax liabilities – – – Provisions – – – (2,517) 14,575 12,058 Goodwill on consolidation 472 Cash consideration 12,530 Goodwill on consolidation Goodwill from acquisitions Goodwill from business combinations Consolidated Company 2006 2005 2006 2005 $’000 $’000 $’000 $’000 Cash consideration 12,530 – – – Less: Cash acquired (36) – – – Outflow of cash 12,494 – – – From the date of acquisition Childcare Development Solutions Pty Ltd and Trust have contributed $2,923,000 to the profit after tax position of the Group. From the date of acquisition the Learning Care Group, Inc. have contributed $4,267,000 to the profit after tax position of the Group. From the date of acquisition Kids Campus Limited has contributed a loss of $43,000 to the profit after tax position of the Group. If the acquisition of Childcare Development Solutions Pty Ltd and Trust had taken place at the beginning of the year, the profit after tax for the ABC Group would have been $80,748,000 and revenue from continuing operations would have been $592,479,000. 80
  • 83.
    Learning Care GroupInc. Kids Campus Limited Fair value Fair value on Fair value Fair value on Total fair value Book value adjustment acquisition Book value adjustment acquisition on acquisition $’000 $’000 $’000 $’000 $’000 $’000 $’000 1,654 – 1,654 (5,667) – (5,667) (3,977) 3,197 – 3,197 3,690 – 3,690 6,887 13,568 – 13,568 584 – 584 14,100 – – – – – – – 6,251 – 6,251 1,243 – 1,243 7,494 307 – 307 – – – 307 4,017 – 4,017 (726) – (726) 3,291 (464) – (464) 69,825 82,250 152,075 169,633 66,506 – 66,506 4,514 – 4,514 80,731 29,726 – 29,726 – – – 29,726 156,183 – 156,183 1,434 – 1,434 157,617 20,830 – 20,830 1,392 – 1,392 22,222 (47,434) – (47,434) (6,421) – (6,421) (54,102) (157) – (157) (649) – (649) (16,183) 368 – 368 (1,024) – (1,024) (656) (4,520) – (4,520) (2,325) – (2,325) (6,880) (24,923) – (24,923) (44,051) – (44,051) (68,974) (17,705) – (17,705) – – – (17,705) (5,653) – (5,653) – – – (5,653) 201,751 – 201,751 21,819 82,250 104,069 317,878 12,134 23,828 36,434 213,885 127,897 354,312 36,434 157,617 194,051 Consolidated Company Consolidated Company 2006 2005 2006 2005 2006 2005 2006 2005 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 213,885 – 212,782 – 127,897 – 127,811 – (1,654) – – – 5,667 – – – 212,231 – 212,782 – 133,564 – 127,811 – If the acquisition of the Learning Care Group, Inc. had taken place at the beginning of the year, the profit after tax for the ABC Group would have been $77,909,000 and revenue from continuing operations would have been $708,570,000. If the acquisition of Kids Campus Limited had taken place at the beginning of the year, the profit after tax for the ABC Group would have been $71,835,000 and revenue from continuing operations would have been $643,642,000. Goodwill on consolidation on the acquisition of Kids Campus Limited of $25,262,000 has not been allocated to a cash-generating unit as it was acquired on 29 May 2006 (note 12). 81
  • 84.
    Notes for theFinancial Statements For the financial year ended 30 June 2006 Note 29. Segment Information The Group is managed on a global basis and operates in one industry segment in three geographical areas. Australia The home country of the Group and the origin of the listed parent Company. The areas of operation include the provision of childcare services. United States of America As a result of the acquisition of the Learning Care Group, Inc. in January 2006, a new geographic segment has arisen. New Zealand The geographical segment of New Zealand forms part of the Group through the provision of childcare services. Segment revenues External sales Inter-segment (i) Other Total 2006 2005 2006 2005 2006 2005 2006 2005 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 Australia 425,703 221,420 – – 33,370 22,052 459,073 243,472 United States of America 150,579 – – – 5,816 – 156,395 – New Zealand 15,894 9,225 – – 88 (20) 15,982 9,205 Total of all segments 631,450 252,677 Consolidated 631,450 252,677 Segment result 2006 2005 $’000 $’000 Continuing operations: Australia 111,585 58,990 United States of America 6,451 – New Zealand 2,382 1,313 Profit before income tax expense 120,418 60,303 Income tax expense (39,308) (16,769) Profit for the period from continuing operations 81,110 43,534 Segment assets and liabilities Assets Liabilities 2006 2005 2006 2005 $’000 $’000 $’000 $’000 Australia 2,233,744 1,162,869 422,198 385,300 United States of America 307,358 – 101,051 – New Zealand 37,404 20,700 3,729 3,017 Total of all segments 2,578,506 1,183,569 526,978 388,317 Eliminations (255,220) (10,140) (41,424) (10,140) Consolidated 2,323,286 1,173,429 485,554 378,177 82
  • 85.
    Other segment information Australia United States of America New Zealand Total 2006 2005 2006 2005 2006 2005 2006 2005 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 Acquisition of segment assets 98,751 418,725 5,087 – 2,638 6,933 106,476 425,658 Impairment losses 11,346 1,603 – – – – 11,346 1,603 Depreciation and amortisation of segment assets 11,112 5,144 3,647 – 314 138 15,073 5,282 Straight-line lease 5,510 3,315 249 – 46 – 5,805 3,315 Share-based payment expense 6,492 4,038 – – – – 6,492 4,038 Rent 75,505 55,498 31,582 – 1,739 1,135 108,826 56,633 Interest expense 21,403 9,992 950 – 48 30 22,401 10,022 Employee benefits 141,652 72,752 85,569 – 6,873 4,138 234,094 76,890 Gain/(Loss) on sale of Non-Current Assets 22,126 19,267 (94) – – – 22,032 19,267 Note 30. Related Party Disclosures (a) Equity interests in related parties Equity interests in subsidiaries Details of the percentage of ordinary shares held in subsidiaries are disclosed in note 27 to the financial statements. (b) Key Management Personnel remuneration Details of Key Management Personnel remuneration are disclosed in note 4 to the financial statements. (c) Loans to Key Management Personnel Details of loans made to Key Management Personnel remuneration are disclosed in note 4 to the financial statements. (d) Key Management Personnel equity holdings Refer to Key Management Personnel Compensation note 4 for full disclosure. (e) Other transactions with Key Management Personnel (and their related parties) of A.B.C. Learning Centres Limited Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated. Consolidated Company 2006 2005 2006 2005 $’000 $’000 $’000 $’000 Transactions with other related parties: (i) Mr W E Bessemer is a director of Austock Group Ltd (“Austock”). Transactions with Austock during the year were: – Acquisition & merger work for Peppercorn Group – 1,632 – 1,632 – Payment and commission on capital raising 24,533 13,453 24,533 13,453 – Management fees 13 39 13 39 – Underwriting fee 1,905 875 1,905 875 – Property rental 789 – – – (ii) Mr E S Groves holds a 4% (2005: 4.08%) shareholding in Austock at 30 June 2006. For details of transactions with Austock made during the current period refer above. (iii) Relatives of directors, E S & L A Groves, operate Queensland Maintenance Services (“QMS”), a company which provides maintenance and capital development services to the economic entity. – Maintenance services 5,783 1,631 – – – Capital development services 68,919 13,828 – – 83
  • 86.
    Notes for theFinancial Statements For the financial year ended 30 June 2006 Note 30. Related Party Disclosures continued (e) Other transactions with Key Management Personnel (and their related parties) of A.B.C. Learning Centres Limited continued Consolidated Company 2006 2005 2006 2005 $’000 $’000 $’000 $’000 (iv) Mr E S Groves operates the Brisbane Bullets basketball franchise. Transactions with the Brisbane Bullets involved the prepayment of advertising and other sponsorship costs. – Annual sponsorship 352 255 – – (v) Mr M V Kemp is also a director of Sheramere Pty Ltd (“Sheramere”), a company which entered into an agreement with the Group to sell certain childcare businesses and a childcare management business to the economic entity. Transactions with Sheramere during the year were: – Centre operating costs recoverable from Sheramere under this agreement – 164 – – (vi) Mr M V Kemp is also a director of Ezi Debit Australia Pty Ltd (“Ezi Debit”). Mr M & Mrs M Kemp and Mr E S & Dr L A Groves own indirectly 11.5% each (2005: 12.5%) of Ezi Debit. Ezi Debit has entered into an agreement with the Group to provide parent payment solutions. Transactions with Ezi Debit during the year were: 156 9 – – (f) Transactions with Key Management Personnel of A.B.C. Learning Centres Limited Refer to Key Management Personnel Compensation note 4 for full disclosure. (g) Transactions with other related parties No amounts were provided for doubtful debts relating to debts due from other related parties (2005: nil). Amounts receivable from and payable to these other related parties are disclosed in notes 7 and 15 to the financial statements. Any loans advanced to and payable to other related parties are unsecured and subordinate to other liabilities. Transactions involving the parent entity During the financial year, A.B.C. Learning Centres Limited recognised a net payable of $10.42 million (2005: $1.849 million) from its wholly-owned subsidiaries for their tax payable for the current period. Details of tax balances are disclosed in note 3 to the financial statements. During the financial year, A.B.C. Learning Centres Limited received dividends of $35.486 million (2005: $22.958 million) from its subsidiaries. Details of dividends received from related parties are disclosed in note 2 to the financial statements. (h) Parent entities The parent entity in the Group, the ultimate Australia parent entity and the ultimate parent entity is A.B.C. Learning Centres Limited. 84
  • 87.
    Note 31. SubsequentEvents On 7 July 2006 the Company announced an off-market takeover of Hutchison’s Child Care Services Ltd. The financial effect of the transaction can not be ascertained at the date of signing the Annual Report. On 25 September 2006, the Company declared the takeover bid unconditional and commenced compulsory acquisition of the remaining shares. The offer at the date of signing of the Directors’ Report is as follows: (a) Cash offer made at $1.50 per Hutchison’s Child Care Services Ltd ordinary share for all outstanding equity of 65.9 million shares on a fully diluted basis. (b) The off-market takeover which was unanimously recommended by the Hutchison’s Child Care Services Ltd board values Hutchison’s Child Care Services Ltd at $96.2 million. (c) ABC has agreed to divest seven long day care services as part of the acquisition in order to address Australian Competition and Consumer Commission competition concerns. On 25 September 2006 the Company declared the takeover bid unconditional. On 6 September 2006 the Company acquired 100% of The Children’s Courtyard LLP, the ninth largest childcare provider in the United States of America for US$66 million. Due to the acquisition date of Children’s Courtyard being so close to the date of the financial report, detailed disclosure has not been provided. No other matter or circumstance has arisen since 30 June 2006 that has significantly affected, or may significantly affect: (a) the Group’s operations in future financial years; or (b) the results of those operations in future financial years; or (c) the Group’s state of affairs in future financial years. Note 32. Notes to the Cash Flow Statements (a) Reconciliation of cash and cash equivalents For the purposes of the cash flow statement, cash and cash equivalents includes cash on hand, cash at bank and outstanding bank overdrafts. Cash and cash equivalents at the end of the financial year as shown in the cash flow statement is reconciled to the related items in the balance sheet as follows: Consolidated Company 2006 2005 2006 2005 $’000 $’000 $’000 $’000 Cash and cash equivalents 132,470 45,560 57,641 34,189 Bank overdrafts (753) (1,429) – – 131,717 44,131 57,641 34,189 (b) Non-cash financing and investing activities During the year the Group did not acquire subsidiaries by way of equity issue (2005: $108.12 million). During the year the Company offered a dividend reinvestment plan. The value of the shares issued as a result of participation in the plan for the year was $11.415 million (2005: $1.154 million). Consolidated Company 2006 2005 2006 2005 $’000 $’000 $’000 $’000 (c) Financing facilities Unsecured multi-option facility, reviewed annually and payable at call: – amount used 181,699 – 181,140 – – amount unused 144,551 – 138,860 – 326,250 – 320,000 – Secured bank loan facilities – amount used – 197,361 – 152,975 – amount unused – 32,134 – 25 – 229,495 – 153,000 85
  • 88.
    Notes for theFinancial Statements For the financial year ended 30 June 2006 Note 32. Notes to the Cash Flow Statements continued (d) Cash balances not available for use Refer note 6 for security deposits held. (e) Reconciliation of net profit for the period to net cash flows from operating activities Consolidated Company 2006 2005 2006 2005 $’000 $’000 $’000 $’000 Profit for the period 81,110 43,534 33,964 20,421 (Gain)/loss on sale or disposal of non-current assets (22,032) (19,268) – (41) Depreciation and amortisation of non-current assets 15,073 5,282 48 48 Straight-line amortisation 5,808 3,315 – – Equity-settled share-based payment 7,631 4,038 7,631 4,038 Interest income received and receivable – – (27,243) (11,256) Dividends received and receivable – – (35,486) (22,958) Rent received from subsidiaries – – (45) (45) Impairment of non-current assets 11,346 1,603 1,000 – Increase/(decrease) in current tax liability 10,493 (425) (21,850) 1,321 Increase/(decrease) in deferred tax balances 3,455 (3,836) 1,342 (5,157) Changes in net assets and liabilities, net of effects from acquisition and disposal of businesses: (Increase)/decrease in assets: Current receivables (35,395) 5,882 (773) (164) Current inventories (1,227) – – – Other current assets 1,882 (2,376) 249 312 Increase/(decrease) in liabilities: Current payables 11,821 9,922 865 188 Current provisions (899) (4,497) – – Net cash from operating activities 89,066 43,174 (40,298) (13,293) Note 33. Financial Instruments (a) Financial risk management objectives The Group’s principal financial instruments comprise bank loans and overdraft, redeemable converting preference shares, finance leases and hire purchase contracts, and cash and short-term deposits. The main purpose of these financial instruments is to raise finance for the Group’s operations. The Group has various other financial assets and liabilities such as trade receivables and trade payables, which arise directly from its operations. The Group also enters into derivative transactions, being forward currency contracts. The purpose is to manage the interest rate and currency risks arising from the Group’s operations and its sources of finance. It is, and has been throughout the period under review, the Group’s policy that no trading in financial instruments shall be undertaken. The main risks arising from the Group’s financial instruments are cash flow interest rate risk, liquidity risk, foreign currency risk and credit risk. (b) Significant accounting policies Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 1 to the financial statements. (c) Foreign currency risk management The consolidated group is exposed to foreign currency translation risk through its controlled operations in the United States of America and New Zealand. Foreign currency gains or losses arising from the translation of net assets of these operations are shown as a movement in the foreign currency translation reserve (note 19). 86
  • 89.
    Maturity profile offinancial instruments The following table details the Group’s exposure to interest rate risk as at 30 June 2006: Fixed maturity dates Weighted average Variable Less Non- effective interest than 1-2 2-3 3-4 4-5 5+ interest interest rate rate one year years years years years years bearing Total 2006 % $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 Financial assets: Cash and cash equivalents 5.4% 132,470 – – – – – – – 132,470 Trade receivables – – – – – – – – 115,372 115,372 Investments – – – – – – – – 45,056 45,056 Loans 8% – 25,185 – – – – – 8,378 33,563 132,470 25,185 – – – – – 168,806 326,461 Financial liabilities: Trade payables – – – – – – – – 121,601 121,601 Bank overdraft 9.3% 753 – – – – – – – 753 Bank loans 6.5% 161,786 – – – – – – 87 161,873 Other loans (HP loans) 9% – 7,373 14 – – – – 7,387 Finance lease liabilities 9.6% – 696 698 723 763 766 11,335 – 14,981 Redeemable cumulative preference shares – – – – – – – 58,107 – 58,107 162,539 8,069 712 723 763 766 69,442 121,688 364,702 The following table details the Group’s exposure to interest rate risk as at 30 June 2005: Maturity dates Weighted average effective Variable Less than More than Non-interest interest rate interest rate one year 1-5 years five years bearing Total 2005 % $’000 $’000 $’000 $’000 $’000 $’000 Financial assets: Cash and cash equivalents – – – – – 45,560 45,560 Trade and other receivables – – – – – 31,741 31,741 Other receivables – – – – – 13,768 13,768 – – – – 91,069 91,069 Financial liabilities: Trade payables – – – – – 52,214 52,214 Bank overdraft 9.08% 1,429 – – – – 1,429 Bank loans 5.72% – 1,000 184,020 – – 185,020 Other loans 7.60% – 2,026 4,145 – – 6,171 RCPS – – – 58,107 – – 58,107 1,429 3,026 246,272 – 52,214 302,941 87
  • 90.
    Notes for theFinancial Statements For the financial year ended 30 June 2006 Note 33. Financial Instruments continued (d) Credit risk management The Group trades only with recognised, creditworthy third parties. It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant. There are no significant concentrations of credit risk within the Group. For transactions that are not denominated in the functional currency of the relevant operating unit, the Group does not offer credit terms without specific approval. With respect to credit risk arising from the other financial assets of the Group, which comprise cash and cash equivalents, available-for-sale financial assets and certain derivative instruments, the Group’s exposure to credit risk arises from default of the counter party, with a maximum exposure equal to the carrying amount of these instruments. Since the Group trades only with recognised third parties, there is no requirement for collateral. (e) Fair value of financial instruments Except as detailed in the following table, the Directors consider that the carrying amount of financial assets and financial liabilities recorded in the financial statements approximates their fair values (2005: net fair value). The fair values and net fair values of financial assets and financial liabilities are determined as follows: – The fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices; and – The fair value of other financial assets and financial liabilities are determined in accordance with generally accepted pricing models based on discounted cash flow analysis. Transaction costs are included in the determination of net fair value. The following tables detail the fair value (2005: net fair value) of financial assets and financial liabilities: Carrying amount Fair value 2006 $’000 $’000 Financial assets – – Financial liabilities Redeemable converting preference shares 58,107 79,200 58,107 79,200 Carrying amount Fair value 2005 $’000 $’000 Financial liabilities Redeemable converting preference shares 58,107 75,840 58,107 75,840 The financial statements include share holdings in unlisted companies (note 7). Fair value is estimated using a discounted cash flow model, which includes some assumptions that are not supportable by observable market prices or rates. Changes in these assumptions do not significantly change the fair value recognised. (f) Liquidity risk management The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. 88
  • 91.
    Note 34. Impactsof the adoption of Australian equivalents to International Financial Reporting Standards The Group changed its accounting policies on 1 July 2005 to comply with Australian equivalents to International Financial Reporting Standards (“AIFRS”). The transition to AIFRS is accounted for in accordance with Accounting Standard AASB 1 “First-time Adoption of Australian equivalents to International Financial Reporting Standards”, with 1 July 2004 as the date of transition. An explanation of how the transition from AGAAP policies to AIFRS has affected the Company and Group’s balance sheet, income statement and cash flows is set out in the following tables and the notes that accompany the tables. (a) At the date of transition to AIFRS – 1 July 2004 (Consolidated) Consolidated AGAAP Adjustment AIFRS Note $’000 $’000 $’000 Current assets Cash and cash equivalents 2,313 – 2,313 Trade and other receivables 13,555 – 13,555 Other financial assets 983 – 983 Inventories – – – Other (i) 22,572 (1,025) 21,547 Total current assets 39,423 (1,025) 38,398 Non-current assets Trade and other receivables 267 – 267 Other financial assets 1,670 – 1,670 Property, plant and equipment 35,762 – 35,762 Childcare licences 235,746 – 235,746 Deferred tax assets (vi) 113 1,718 1,831 Goodwill – – – Other intangible assets 1,072 – 1,072 Total non-current assets 274,630 1,718 276,348 Total assets 314,053 693 314,746 Current liabilities Trade and other payables 4,605 – 4,605 Short-term borrowings 19,671 – 19,671 Current tax payables 1,954 – 1,954 Provisions 246 – 246 Other – – – Total current liabilities 26,476 – 26,476 Non-current liabilities Long-term borrowings (iv) 83,353 50,607 133,960 Deferred tax liabilities (vi) 1,664 1,292 2,956 Provisions 1 – 1 Other (vii) – 2,156 2,156 Total non-current liabilities 85,018 54,055 139,073 Total liabilities 111,494 54,055 165,549 Net assets 202,559 (53,362) 149,197 Equity Issued capital (iv), (vi) 174,009 (49,130) 124,879 Reserves 3,871 – 3,871 Retained earnings (i), (vi), (vii) 24,679 (4,232) 20,447 Total equity 202,559 (53,362) 149,197 89
  • 92.
    Notes for theFinancial Statements For the financial year ended 30 June 2006 Note 34. Impacts of the adoption of Australian equivalents to International Financial Reporting Standards continued (b) At the end of the last annual reporting period under AGAAP – 30 June 2005 (Consolidated) Consolidated AGAAP Adjustment AIFRS Note $’000 $’000 $’000 Current assets Cash and cash equivalents 45,560 – 45,560 Trade and other receivables 31,139 – 31,139 Other financial assets 3,649 – 3,649 Inventories 4,226 – 4,226 Other (i) 18,484 (1,180) 17,304 Total current assets 103,058 (1,180) 101,878 Non-current assets Trade and other receivables 414 – 414 Other financial assets (v) 32,696 (1,603) 31,093 Property, plant and equipment 82,714 – 82,714 Childcare licences 772,697 – 772,697 Deferred tax assets (vi), (vii) 2,849 5,933 8,782 Goodwill (iii), (vii) 170,193 4,994 175,187 Other intangible assets (iii) 650 14 664 Total non-current assets 1,062,213 9,338 1,071,551 Total assets 1,165,271 8,158 1,173,429 Current liabilities Trade and other payables 52,214 – 52,214 Short-term borrowings 4,456 – 4,456 Current tax payables 3,061 – 3,061 Provisions 5,891 – 5,891 Other – – – Total current liabilities 65,622 – 65,622 Non-current liabilities Long-term borrowings (iv) 195,665 50,607 246,272 Deferred tax liabilities (vi) 57,539 2,110 59,649 Provisions 911 – 911 Other (vii) – 5,723 5,723 Total non-current liabilities 254,115 58,440 312,555 Total liabilities 319,737 58,440 378,177 Net assets 845,534 (50,282) 795,252 Equity Issued capital (ii), (iv), (vi) 676,935 (40,790) 636,145 Reserves 114,033 – 114,033 Retained earnings (i), (ii), (iii), (iv), (v), (vi), (vii) 54,566 (9,492) 45,074 Total equity 845,534 (50,282) 795,252 90
  • 93.
    Note 34. Impactsof the adoption of Australian equivalents to International Financial Reporting Standards continued (c) Reconciliation of profit for the year ended 30 June 2005 (Consolidated) Consolidated AGAAP Adjustment AIFRS Note $’000 $’000 $’000 Revenue 230,621 – 230,621 Other income (viii) 62,079 (40,023) 22,056 Changes in inventories of finished goods (1,622) – (1,622) Employee benefits (ii) (76,890) (4,038) (80,928) Depreciation and amortisation (iii) (10,114) 4,832 (5,282) Impairment (v) – (1,603) (1,603) Finance costs (iv) (6,478) (3,544) (10,022) Rental and other property expenses (vii) (56,633) (3,315) (59,948) Children catering and consumables (8,357) – (8,357) Advertising and promotions (1,350) – (1,350) Insurances (2,918) – (2,918) Communication (2,451) – (2,451) Travel (2,175) – (2,175) Cost of sales (viii) (40,023) 40,023 – Other (15,562) (156) (15,718) Profit before income tax expense 68,127 (7,824) 60,303 Income tax expense (vi) (15,790) (979) (16,769) Profit from continuing operations 52,337 (8,803) 43,534 Profit attributable to members of the parent entity 52,337 (8,803) 43,534 No material impacts are expected to the net cash flows presented under AGAAP on adoption of AIFRS. 91
  • 94.
    Notes for theFinancial Statements For the financial year ended 30 June 2006 Note 34. Impacts of the adoption of Australian equivalents to International Financial Reporting Standards continued (d) At the date of transition to AIFRS – 1 July 2004 (Company) Company AGAAP Adjustment AIFRS Note $’000 $’000 $’000 Current assets Cash and cash equivalents 696 – 696 Trade and other receivables 2,506 – 2,506 Other financial assets – – – Inventories – – – Other 803 – 803 Total current assets 4,005 – 4,005 Non-current assets Trade and other receivables – – – Other financial assets 256,583 – 256,583 Property, plant and equipment 751 – 751 Childcare licences – – – Deferred tax assets (vi) 95 1,071 1,166 Goodwill – – – Other intangible assets – – – Total non-current assets 257,429 1,071 258,500 Total assets 261,434 1,071 262,505 Current liabilities Trade and other payables 35 – 35 Short-term borrowings 151 – 151 Current tax payables 1,642 – 1,642 Provisions – – – Other – – – Total current liabilities 1,828 – 1,828 Non-current liabilities Long-term borrowings (iv) 80,500 50,607 131,107 Deferred tax liabilities 1,664 – 1,664 Provisions – – – Other – – – Total non-current liabilities 82,164 50,607 132,771 Total liabilities 83,992 50,607 134,599 Net assets 177,442 (49,536) 127,906 Equity Issued capital (iv), (vi) 174,009 (49,130) 124,879 Reserves 79 – 79 Retained earnings (vi) 3,354 (406) 2,948 Total equity 177,442 (49,536) 127,906 92
  • 95.
    (e) At theend of the last annual reporting period under AGAAP – 30 June 2005 (Company) Company AGAAP Adjustment AIFRS Note $’000 $’000 $’000 Current assets Cash and cash equivalents 34,189 – 34,189 Trade and other receivables (vi) 7,454 392 7,846 Other financial assets 500 – 500 Inventories – – – Other 491 – 491 Total current assets 42,634 392 43,026 Non-current assets Trade and other receivables 51,544 – 51,544 Other financial assets (v) 808,970 (1,603) 807,367 Property, plant and equipment 702 – 702 Childcare licences – – – Deferred tax assets (vi) 2,811 5,933 8,744 Goodwill – – – Other intangible assets – – – Total non-current assets 864,027 4,330 868,357 Total assets 906,661 4,722 911,383 Current liabilities Trade and other payables 129 – 129 Short-term borrowings – – – Current tax payables 2,964 – 2,964 Provisions – – – Other – – – Total current liabilities 3,093 – 3,093 Non-current liabilities Long-term borrowings (iv) 160,400 50,607 211,007 Deferred tax liabilities (vi) 54,489 2,109 56,598 Provisions – – – Other – – – Total non-current liabilities 214,889 52,716 267,605 Total liabilities 217,982 52,716 270,698 Net assets 688,679 (47,994) 640,685 Equity Issued capital (ii), (iv), (vi) 676,935 (40,790) 636,145 Reserves (v) 1,682 (1,603) 79 Retained earnings (ii), (iv), (vi) 10,062 (5,601) 4,461 Total equity 688,679 (47,994) 640,685 93
  • 96.
    Notes for theFinancial Statements For the financial year ended 30 June 2006 Note 34. Impacts of the adoption of Australian equivalents to International Financial Reporting Standards continued (f) Reconciliation of profit for the year ended 30 June 2005 (Company) Company AGAAP Adjustment AIFRS Note $’000 $’000 $’000 Revenue – – – Other income (viii) 37,121 (909) 36,212 Changes in inventories of finished goods – – – Employee benefits (ii) (592) (4,038) (4,630) Depreciation and amortisation (48) – (48) Impairment – – – Finance costs (iv) (4,662) (3,544) (8,206) Rental and other property expenses – – – Children catering and consumables – – – Advertising and promotions – – – Insurances (74) – (74) Communication – – – Travel (4) – (4) Cost of sales (viii) (909) 909 – Other (513) – (513) Profit before income tax expense 30,319 (7,582) 22,737 Income tax expense (vi) (1,161) (1,155) (2,316) Profit from continuing operations 29,158 (8,737) 20,421 Profit attributable to members of the parent entity 29,158 (8,737) 20,421 (i) The Group has impaired formation costs that have been carried as a current asset in the consolidated group’s balance sheet under AGAAP. The effect is as follows: At 1 July 2004: For the Group there has been a decrease in retained earnings of $1,024,967 and a decrease to other current assets of $1,024,967. At 30 June 2005: For the Group there has been a decrease in retained earnings of $1,180,305 and a decrease to other current assets of $1,180,305. (ii) Share-based payments are provided to selected employees, licensees and suppliers for nil consideration. The market value of the shares are expensed to the income statement when the shares are issued. A corresponding entry is made to increase issued capital. The effect is as follows: Group At 30 June 2005: For the Group there has been a decrease in retained earnings of $4,037,931 and an increase in issued capital of $4,037,931. Company At 30 June 2005: For the Company there has been a decrease in retained earnings of $4,037,931 and an increase in issued capital of $4,037,931. (iii) Under AASB 3 “Business Combinations” purchased goodwill is not permitted to be amortised but instead is subject to impairment testing on an annual basis or upon the occurrence of triggers which may indicate a potential impairment. As the goodwill has not been impaired, amortisation has been reversed. The effect is as follows: Group At 30 June 2005: For the Group, there has been an increase in retained earnings of $4,832,150 and an increase in goodwill and other intangible assets of $4,832,150. 94
  • 97.
    (iv) The Company’sredeemable converting preference shares have been classified as debt. The effect is as follows: Group At 1 July 2004 and 30 June 2005: For the Group there has been an increase of long-term borrowings of $50,607,020 and a decrease to issued capital of $50,607,020. Company At 1 July 2004 and 30 June 2005: For the Company there has been an increase of long-term borrowings of $50,607,020 and a decrease to issued capital of $50,607,020. Group At 30 June 2005: For the Group there has been a decrease to retained earnings of $3,543,750 representing interest expense resulting from the reclassification of redeemable converting preference shares from equity to debt. A corresponding increase to retained earnings of $3,543,750 has also been processed which is a reversal of the dividend paid on these shares. Company At 30 June 2005: For the Company there has been a decrease to retained earnings of $3,543,750 representing interest expense resulting from the reclassification of redeemable converting preference shares from equity to debt. A corresponding increase to retained earnings of $3,543,750 has also been processed which is a reversal of the dividends paid on these shares. Group (v) Listed shares held by the Group at 30 June 2005 were revalued under AGAAP. The revaluation has been reversed under AIFRS and the impairment has resulted in a decrease to net profits at 30 June 2005 of $1,602,766 with a corresponding increase to reserves of $1,602,766. Listed shares held by the Group at 30 June 2005 were revalued under AGAAP. The revaluation has been reversed under AIFRS resulting in decrease to other financial assets of $1,603,125 and a decrease to reserves by $1,603,125 to reflect no revaluation amount. The net reduction to the reserves was $359. Company Listed shares held by the Company at 30 June 2005 were revalued under AGAAP. The revaluation has been reversed under AIFRS resulting in decrease to other financial assets of $1,603,125 and decrease to reserves by $1,603,125. (vi) Under AGAAP income tax expense was calculated by reference to accounting profit after allowing for permanent differences. Deferred tax asset was not recognised in relation to amounts recognised directly in equity such as costs associated with capital raising. A deferred tax liability is recognised for the difference between tax and accounting written-down value in respect of depreciating assets. Group At 1 July 2004: For the Group there has been an increase in deferred tax liability of $1,292,014 and a decrease to retained earnings of $1,292,014. At 30 June 2005: For the Group there has been an increase in deferred tax liability of $2,109,359 and a decrease to retained earnings of $2,109,359. Company At 30 June 2005: For the Company there has been an increase in deferred tax liability of $2,109,359 and an increase in receivables of $2,109,359 to subsidiary under tax sharing agreement. 95
  • 98.
    Notes for theFinancial Statements For the financial year ended 30 June 2006 Note 34. Impacts of the adoption of Australian equivalents to International Financial Reporting Standards continued (f) Reconciliation of profit for the year ended 30 June 2005 (Company) continued Group A deferred tax asset arises in relation to capital raising costs recorded in equity that are deductible for taxation purposes over five years. At 1 July 2004: For the Group there has been an increase in deferred tax asset of $1,070,780 and an increase to equity of $1,477,101 and decrease to retained earnings of $406,321. At 30 June 2005: For the Group there has been an increase in deferred tax asset of $4,216,270 and an increase to equity of $5,778,237 and decrease to retained earnings of $1,561,967. In addition, a deferred tax asset arises where operating leases are recorded for accounting purposes on a straight-line basis, however for tax purposes are deductible when incurred. At 1 July 2004: For the Group there has been an increase in deferred tax asset of $646,882 and an increase to retained earnings of $646,882. At 30 June 2005: For the Group there has been an increase in deferred tax asset of $1,641,257 and an increase to retained earnings of $1,641,257. Company At 1 July 2004: For the Company there has been an increase in deferred tax asset of $1,070,780 and an increase in equity of $1,477,101 and decrease to retained earnings of $406,321. At 30 June 2005: For the Company, there has been an increase in deferred tax asset of $5,933,267 and increase in equity of $5,778,237, decrease to receivables of $1,716,997 and decrease to retained earnings of $1,561,967. (vii) The Company’s operating leases are required to be expensed on a straight-line basis. The effect is as follows: Group At 1 July 2004: For the Group there has been a decrease in retained earnings of $2,156,275 and an increase in other non-current liabilities of $2,156,275. At 30 June 2005: For the Group there has been a decrease in retained earnings of $5,470,854 and an increase in other non-current liabilities of $5,470,854. The Group purchased Child Care Centres Australia/Peppercorn Management Group Limited in December 2004. The net assets did not reflect straight-line lease liability. This resulted in an increase in goodwill of $176,729 and an increase of $75,741 in deferred tax asset and increase in other non-current liabilities of $252,470. (viii) Under AIFRS the Group and Company are required to show gains from the sale of assets on a net basis. This change does not affect the retained profits of the Company but requires a reclassification of $40,022,363 from expenses to revenue for the Group and $908,552 for the Company. Note 35. Share-based Payments (i) Employee Share Plan A scheme is in place where shares may be issued by the Company to employees for no cash consideration. All Australian resident permanent employees (excluding Executive Directors) who have been continuously employed by the Group for a period of at least one year are eligible to participate in the scheme. Employees may elect not to participate in the scheme. Under the scheme, eligible employees may be offered fully-paid ordinary shares in A.B.C. Learning Centres Limited annually for no cash consideration. The market value of shares issued under the scheme, measured as the average market price on the day of issue of the shares, is recognised in the Balance Sheet as share capital and as part of employee benefit costs in the period the shares are granted. 96
  • 99.
    Consolidated Company 2006 2005 2006 2005 No. ’000 No. ’000 No. ’000 No. ’000 Number of shares issued under the plan to participating employees during the financial year: 332 417 332 417 2006 2005 2006 2005 $’000 $’000 $’000 $’000 Total expense arising from share-based payment transactions: 1,776 2,000 1,776 2,000 (ii) Carers Share Plan A scheme is in place where shares may be issued by the Company to carers for no cash consideration. Under the scheme, eligible carers may be offered fully-paid ordinary shares in A.B.C. Learning Centres Limited annually for no cash consideration. The market value of shares issued under the scheme, measured as the average market price on the day of issue of the shares, is recognised in the Balance Sheet as share capital and as part of employee benefit costs in the period the shares are granted. Consolidated Company 2006 2005 2006 2005 No. ’000 No. ’000 No. ’000 No. ’000 Number of shares issued under the plan to participating carers during the financial year: 625 406 625 406 2006 2005 2006 2005 $’000 $’000 $’000 $’000 Total expense arising from share-based payment transactions: 4,716 2,038 4,716 2,038 (iii) Options Options have been issued to the Key Management Personnel in the Learning Care Group, Inc. No other options have been granted. Details of these options are outlined in note 4. 2006 2005 2006 2005 $’000 $’000 $’000 $’000 Total expense arising from share-based payment transactions: 1,139 – 1,139 – Note 36. Additional Company Information A.B.C. Learning Centres Limited is a listed public company, incorporated in Australia. The Company operates in Australia, New Zealand and the United States of America. Registered office Principal place of business 43 Metroplex Avenue 43 Metroplex Avenue Murarrie Murarrie Queensland, Australia 4172 Queensland, Australia 4172 97
  • 100.
    Additional Stock ExchangeInformation As at 15 September 2006 (a) Distribution of Holders of Equity Securities (i) Ordinary shares Number of holders Total ordinary shares Size of holding in each category in each category 1 – 1,000 10,303 5,909,970 1,001 – 5,000 13,861 33,601,402 5,001 – 10,000 2,184 15,731,106 10,001 – 100,000 1,139 27,105,933 100,001 and over 165 311,118,144 27,652 393,466,555 The number of security investors holding less than a marketable parcel of 81 securities ($6.18 on 15/09/2006) is 432 and they hold 18,245 securities. (ii) Redeemable converting preference shares Number of holders Total RCPS shares Size of holding in each category in each category 1 – 1,000 301 218,153 1,001 – 5,000 730 2,045,343 5,001 – 10,000 195 1,438,450 10,001 – 100,000 64 1,450,606 100,001 and over 11 6,847,448 1,301 12,000,000 The number of security investors holding less than a marketable parcel of 78 securities ($6.47 on 15/09/2006) is 5 and they hold 194 securities. (b) The Names of the Substantial Shareholders who Have Notified the Company in Accordance with section 671B of the Corporations Act 2001 as at 15 September 2006 Are: Fully Paid Ordinary shareholders Number National Australia Bank Limited Group 28,712,230 Ausbil Dexia Limited 21,598,180 Commonwealth Bank of Australia 21,432,147 Newton Investment Management Limited 19,887,583 91,630,140 (c) Voting Rights The voting rights attached to each class of equity securities are set out below: (i) Ordinary Shares On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. 98
  • 101.
    (ii) Redeemable ConvertingPreference Shares A preference share does not entitle its holder to vote at any general meeting of the Company except in the following circumstances: (a) on a proposal: – to reduce the share capital of the Company; – that affects the rights attached to the preference share; – to wind up the Company; or – for the disposal of the whole of the property, business and undertaking of the Company; (b) on a resolution to approve the terms of a buy-back agreement; (c) during a period in which a dividend or part of dividend of a preference share is in arrears as set out in terms of issue; (d) during the winding up of the Company; or (e) in any other circumstances in which the Listing Rules required holders of preference shares to be entitled to vote. (iii) Options There are no voting rights attached to this class of equity. (d) Twenty Largest Holders of Quoted Equity Securities (i) Ordinary Shares Fully Paid Number Percentage 1 National Nominees Limited 49,542,225 12.59 2 Westpac Custodian Nominees Limited 40,340,795 10.25 3 Citicorp Nominees Pty Limited 29,576,222 7.52 4 JP Morgan Nominees Australia Limited 21,393,583 5.44 5 ANZ Nominees Limited 18,295,474 4.65 6 Dr Le Neve Groves 16,810,500 4.27 7 Mr Edmund Groves 16,797,500 4.27 8 Cogent Nominees Pty Limited 13,656,418 3.47 9 RBC Dexia Investor Services Australia Nominees Pty Limited 6,995,820 1.78 10 Warbont Nominees Pty Ltd 6,821,283 1.73 11 Fleet Nominees Pty Limited 5,932,136 1.51 12 Abned Nominees Pty Limited 4,590,057 1.17 13 Woodross Nominees Pty Ltd 3,831,807 0.97 14 ANZ Nominees Limited 3,800,188 0.97 15 UBS Nominees Pty Ltd 3,573,166 0.91 16 Suncorp Custodian Services Pty Limited 3,396,963 0.86 17 Citicorp Nominees Pty Limited 3,234,825 0.82 18 Jimm Pty Ltd 2,962,000 0.75 19 Queensland Investment Corporation 2,544,657 0.65 20 MLEQ Nominees Pty Limited 2,335,260 0.59 256,430,879 65.17 Unquoted equity securities Number on issue Number of holders 1,912,191* 4 Options issued as an initial incentive award to senior executives of the Learning Care Group, Inc. to take up ordinary shares. * Number of unissued ordinary shares under the options. 99
  • 102.
    Additional Stock ExchangeInformation As at 15 September 2006 (ii) Redeemable Converting Preference Shares Fully Paid Number Percentage 1 JP Morgan Nominees Australia Pty Limited 2,306,412 19.22 2 Brispot Nominees Pty Ltd 1,166,201 9.72 3 ANZ Nominees Limited 911,734 7.60 4 Irrewarra Investments Pty Ltd 889,000 7.41 5 Fortis Clearing Nominees Pty Limited 390,654 3.26 6 Sandhurst Trustees Ltd 303,718 2.53 7 Westpac Custodian Nominees Limited 270,274 2.25 8 National Nominees Limited 219,300 1.83 9 Trim Investments Pty Ltd 155,000 1.29 10 Medical Research Foundation for Women and Babies 120,000 1.00 11 Citicorp Nominees Pty Limited 115,155 0.96 12 RBC Dexia Investor Services Australia Nominees Pty Limited 72,387 0.60 13 Caergwrle Investments Pty Ltd 70,000 0.58 14 Mutual Trust Pty Ltd 50,000 0.42 15 Volbane Pty Ltd 50,000 0.42 16 UBS Nominees Pty Ltd 47,200 0.39 17 Bond Street Custodians Limited 45,000 0.38 18 Yarranilgie Pty Ltd 42,310 0.35 19 Asset Custodian Nominees (Aust) Pty Ltd 40,000 0.33 20 Contemplator Pty Ltd 40,000 0.33 7,304,345 60.87 Company Secretary Ms J G Bannan Registered Office 43 Metroplex Avenue Murarrie Queensland, Australia 4172 Share Registry Link Market Services Limited Level 12 300 Queen Street Brisbane QLD 4000 100
  • 103.
    Corporate Directory Directors Share Registry Chairman Link Market Services Limited Mrs Sallyanne Atkinson AO (Non-Executive) Level 12 Executive Directors 300 Queen Street Mr Edmund S Groves Brisbane QLD 4000 Chief Executive Officer – Global Operations Telephone: +61 2 8280 7454 Dr Le Neve A Groves Facsimile: +61 2 9287 0309 Chief Executive Officer – Education Email: registrars@linkmarketservices.com.au Website: www.linkmarketservices.com.au Mr Martin V Kemp Chief Executive Officer – Operations Financial and Accounting Advisors (Australia and New Zealand) Harris Black Chartered Accountants Level 2 Non-Executive Directors 262 Adelaide Street Mr William E Bessemer Brisbane QLD 4000 Mr David J Ryan AO The Hon. Lawrence J Anthony Telephone: +61 7 3032 0200 Facsimile: +61 7 3032 0201 Registered Office Email: info@harrisblack.com.au 43 Metroplex Avenue Website: www.harrisblack.com.au Murarrie QLD 4172 Legal Advisors Telephone: +61 7 3906 2000 Freehills Lawyers Facsimile: +61 7 3908 2577 Level 42 Email: info@childcare.com.au 101 Collins Street Website: www.childcare.com.au Melbourne VIC 3000 Corporate Advisor Telephone: +61 3 9288 1234 Austock Corporate Finance Limited Facsimile: +61 3 9288 1567 Level 1 Email: business_enquiries@freehills.com 350 Collins Street Website: www.freehills.com Melbourne VIC 3000 Auditors Telephone: +61 3 8601 2000 Pitcher Partners Accountants, Auditors and Advisors Facsimile: +61 3 9670 1057 Level 21 Email: corporate@austock.com.au 300 Queen Street Website: www.austock.com.au Brisbane QLD 4000 Telephone: +61 7 3228 4000 Facsimile: +61 7 3221 6420 Email: partners@pitcherqld.com.au Website: www.pitcher.com.au This report is printed on Look!, an EMAS certified stock, and Sovereign Offset, a stock manufactured using the precinct.com.au ISO 14001 Environmental Management System.