Swimming Pool and Spa Association of Victoria Ltd Financial Report For the year ended 30 June 2008 Pitcher Partners Level 19 15 William Street Melbourne VIC 3000 Telephone (03) 8610 5000
TABLE OF CONTENTS Directors' Report...1-4 Financial Report Income Statement...5 Balance Sheet...6 Statement of Changes in Equity...7 Statement of Cash Flows...8 Notes to the Financial Statements...9-22 Directors' Declaration...23 Independent Auditor's Report...24-25 Disclaimer...26 Additional Information...27-28
DIRECTORS' REPORT The directors present their report together with the financial report of Swimming Pool and Spa Association of Victoria Ltd for the year ended 30 June 2008 and auditors report thereon. This financial report has been prepared in accordance with Australian Equivalents of International Financial Reporting Standards. Directors Names The names of the directors in office at any time during or since the end of the year are: Lindsay Hartshorne (President) (Appointed 31/10/2007) John D'Arcy (Vice President) (Appointed 31/10/2007) Andrew Robson (Treasurer) Edward Martin (Resigned 31/10/2007) Directors have been in office since the start of the year to the date of this report unless otherwise stated. Results The profit of the company for the year after providing for income tax amounted to $42,091. Review of Operations A review of the operations of the company during the financial year and the results of those operations found that: The Company continued to engage in its principal activity, the results of which are disclosed in the attached financial statements. Significant Changes in State of Affairs There were no significant changes in the company's state of affairs that occurred during the financial year, other than those referred to elsewhere in this report. Principal Activities The principal activity of the company during the year was to act as the Victorian self governance body for the swimming pool and spa industries; to provide an information centre for consumers in relation to swimming pools and spas; and to mediate disputes between the members of the Company and consumers. No significant change in the nature of these activities occurred during the year. After Balance Date Events No matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the company, the results of those operations, or the state of affairs of the company in future financial years. Likely Developments The company expects to maintain the present status and level of operations. - 1 -
DIRECTORS' REPORT (cont'd) Environmental Issues The company's operations are not regulated by any significant environmental regulation under a law of the Commonwealth or of a State or Territory. Dividends Paid, Recommended, and Declared No dividends were paid or declared since the start of the year. No recommendation for payment of dividends has been made. Information on Directors Lindsay Hartshorne - President Experience - Owner and managing director of Lincoln Leisure Distributors for 7 years John D'Arcy - Vice President Experience - Owner and manager of Award Pools & Spas, 28 years industry experience and 20 years in various portfolios as a member of the SPASA Board. Andrew Robson - Company Secretary and Treasurer Experience - Southern regional manager at OneSteel Reinforcing. Prior to joining OneSteel, Andrew spent 5 years as the general manager of Raypak Australia. Special Responsibilities - Statutory compliance and credential officer Meetings of Directors DIRECTORS DIRECTORS' MEETINGS Number eligible to attend Lindsay Hartshorne (President) (Appointed 31/10/2007) 11 9 John D'Arcy (Vice President) (Appointed 31/10/2007) 11 8 Andrew Robson (Treasurer) 11 9 Edward Martin (Resigned 31/10/2007) 11 8 Number attended Options No options over unissued shares or interests in the company were granted during or since the end of the year and there were no options outstanding at the end of the year. - 2 -
INCOME STATEMENT Notes 2008 2007 $ $ Income 3 1,239,462 1,561,579 Employee benefits expense (267,205) (223,154) Depreciation and amortisation expenses 4 (10,351) (6,344) Advertising expenses (53,526) (52,709) Pool and spa show expenses (424,815) (837,447) Book expenses (34,775) (31,400) Insurance (11,116) (7,792) Professional fees (31,317) (48,899) Training (20,556) (1,625) Rent (18,941) (17,527) Printing, postage and stationery (26,062) (24,640) Trade day expenses (7,139) (3,962) Contract expenses (33,551) (18,546) Telephone (7,424) (8,343) Waterbore expenses (60,040) (93,421) Award night (61,164) (64,757) Other expenses (117,027) (113,848) (1,218,291) (1,554,414) Profit before income tax expense (income tax benefit) 21,171 7,165 Income tax benefit (income tax expense) 5 20,920 1,114 Profit from continuing operations 42,091 8,279 The accompanying notes form part of these financial statements. - 5 -
BALANCE SHEET AS AT 30 JUNE 2008 Notes 2008 2007 $ $ CURRENT ASSETS Cash and cash equivalents 7 444,287 925,003 Trade receivables 8 172,269 148,146 Inventories 9 9,239 20,353 Other 10 117,812 38,847 TOTAL CURRENT ASSETS 743,607 1,132,349 NON-CURRENT ASSETS Property, plant and equipment 11 478,966 39,631 TOTAL NON-CURRENT ASSETS 478,966 39,631 TOTAL ASSETS 1,222,573 1,171,980 CURRENT LIABILITIES Trade and other payables 12 120,617 214,656 Current tax liabilities 5 - (1,146) Provisions 13 13,182 11,821 Other 14 343,934 243,900 TOTAL CURRENT LIABILITIES 477,733 469,231 TOTAL LIABILITIES 477,733 469,231 NET ASSETS 744,840 702,749 EQUITY Share capital 15 82,589 82,589 Retained earnings 16 662,251 620,160 TOTAL EQUITY 744,840 702,749 The accompanying notes form part of these financial statements. - 6 -
STATEMENT OF CHANGES IN EQUITY Notes 2008 2007 $ $ Total equity at the beginning of the financial year 702,749 694,470 Profit for the year 42,091 8,279 Total recognised income and expense for the year 42,091 8,279 Total equity at the end of the financial year 744,840 702,749 The accompanying notes form part of these financial statements. - 7 -
STATEMENT OF CASH FLOWS Notes 2008 2007 $ $ CASH FLOW FROM OPERATING ACTIVITIES Receipts from customers 1,164,689 1,718,378 Payments to suppliers and employees (1,329,034) (1,519,655) Interest received 33,004 45,389 Income tax refunded / (paid) 22,066 (8,910) Net cash provided by/(used in) operating activities 20 (b) (109,275) 235,202 CASH FLOW FROM INVESTING ACTIVITIES Payment for property, plant and equipment (371,441) (11,311) Net cash used in investing activities (371,441) (11,311) CASH FLOW FROM FINANCING ACTIVITIES Proceeds from Advances of funds - (90,245) Net cash used in financing activities - (90,245) Net increase/(decrease) in cash held (480,716) 133,646 Cash at beginning of financial year 925,003 791,357 Cash at end of financial year 20 (a) 444,287 925,003 The accompanying notes form part of these financial statements. - 8 -
NOTES TO THE FINANCIAL STATEMENTS NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES The financial report is a general purpose financial report that has been prepared in accordance with Accounting Standards, Interpretations and other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. The financial report was approved by the directors as at the date of the directors' report. The financial report is for the entity Swimming Pool and Spa Association of Victoria Ltd as an individual entity. Swimming Pool and Spa Association of Victoria Ltd is a company limited by shares, incorporated and domiciled in Australia. The following is a summary of the material accounting policies adopted by the company in the preparation and presentation of the financial report. The accounting policies have been consistently applied, unless otherwise stated. (a) Basis of preparation of the financial report Compliance with IFRS Australian Accounting Standards include Australian Equivalents to International Financial Reporting Standards (AIFRSs). Compliance with AIFRS ensures compliance with International Financial Reporting Standards (IFRSs). Historical Cost Convention The financial report has been prepared under the historical cost convention, as modified by revaluations to fair value for certain classes of assets as described in the accounting policies. (b) Revenue Interest revenue is recognised when it becomes receivable on a proportional basis taking in to account the interest rates applicable to the financial assets. Finance and insurance revenue is recognised when the right to receive finance and insurance revenue has been established. Other revenue is recognised when the right to receive the revenue has been established. All revenue is stated net of the amount of goods and services tax (GST). (c) Inventories Inventories are measured at the lower of cost and net realisable value. - 9 -
NOTES TO THE FINANCIAL STATEMENTS NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued) (d) Plant and Equipment Each class of plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation. Plant and equipment Plant and equipment is measured on the cost basis. The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from those assets. The recoverable amount is assessed on the basis of the expected net cash flows which will be received from the assets employment and subsequent disposal. The expected net cash flows have been discounted to present values in determining recoverable amounts. Depreciation The depreciable amount of all fixed assets are depreciated over their estimated useful lives to the company commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements. (e) Leases Leases are classified at their inception as either operating or finance leases based on the economic substance of the agreement so as to reflect the risks and benefits incidental to ownership. Operating leases Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred. (f) Income Tax The Association has received exemption from income tax pursuant to Section 50-1 of the Australian Income Tax Assessment Act and thus is not liable for any income tax, and accordingly no provision for income tax has been made. (g) Employee Benefits Liabilities arising in respect of wages and salaries, annual leave, sick leave and any other employee benefits expected to be settled within twelve months of the reporting date are measured at their nominal amounts based on remuneration rates which are expected to be paid when the liability is settled. All other employee benefit liabilities are measured at the present value of the estimated future cash outflow to be made in respect of services provided by employees up to the reporting date. - 10 -
NOTES TO THE FINANCIAL STATEMENTS NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued) (h) Finance Costs Finance costs can include interest, amortisation of discounts or premiums relating to borrowings, ancillary costs incurred in connection with arrangement of borrowings, foreign exchange losses net of hedged amounts on borrowings, including trade creditors and lease finance charges. Finance costs are expensed as incurred. (i) Impairment of assets Assets with an indefinite useful life are not amortised but are tested annually for impairment in accordance with AASB 136. Assets subject to annual depreciation or amortisation are reviewed for impairment whenever events or circumstances arise that indicate that the carrying amount of the asset may be impaired. An impairment loss is recognised where the carrying amount of the asset exceeds its recoverable amount. The recoverable amount of an asset is defined as the higher of its fair value less costs to sell and value in use. (j) Comparative Figures Where required by Accounting Standards comparative figures have been adjusted to conform with changes in presentation for the current financial year. (k) Financial Instruments Classification The company classifies its financial instruments in the following categories: financial assets at fair value through profit and loss, loans and receivables, held-to-maturity investments, and available-for-sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and re-evaluates this designation at each reporting date. Financial liabilities Financial liabilities include trade payables, other creditors and loans from third parties including intercompany balances and loans from or other amounts due to director-related entities. Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortisation. Non-interest bearing loans and payables are payable on demand and are therefore recognised at their face value at inception. NOTE 2: NEW ACCOUNTING STANDARDS AND INTERPRETATIONS A number of accounting standards and interpretations have been issued at the reporting date but are not yet effective. The directors have not yet assessed the impact of these standards or interpretations. - 11 -
NOTES TO THE FINANCIAL STATEMENTS Note 2008 2007 $ $ NOTE 3: REVENUE Operating activities - Awards 79,110 65,409 - interest 3(a) 33,004 45,389 - Insurance Administration 25,760 27,720 - Pool show 535,307 966,202 - Book advertising 88,652 83,652 - Membership 310,666 259,425 - other revenue 166,963 113,782 Total revenue 1,239,462 1,561,579 (a) Interest from: - other persons 33,004 45,389 33,004 45,389 NOTE 4: PROFIT FROM CONTINUING ACTIVITIES Profit / (losses) before income tax has been determined after: Expenses: Depreciation of non-current assets - Plant and equipment 10,351 6,344 Remuneration of the auditors for: - audit services 14,889 12,463 14,889 12,463 Employee benefits: - Short term remuneration 267,205 223,154 267,205 223,154 NOTE 5: INCOME TAX Income tax expense/(benefit): Current tax - - Deferred tax - - Under/(over) provision in prior years (20,920) (1,114) (20,920) (1,114) - 12 -
NOTE 5: INCOME TAX EXPENSE (Continued) NOTES TO THE FINANCIAL STATEMENTS Note 2008 2007 $ $ The prima facie tax payable on profit before income tax is reconciled to the income tax expense as follows: Prima facie income tax payable on profit before income tax at 30% (2007-30%) 6,351 2,150 Less: Tax effect of: - Reversal of prior period tax balances - 1,114 - Tax exemption 6,351 2,150 - Refund of tax previously paid 20,920 - Income tax expense attributable to profit (20,920) (1,114) Current tax liability: Balance at the beginning of the year (1,146) 7,764 Tax payments/(refund) 1,146 (8,910) Balance at the end of the year - (1,146) NOTE 6: KEY MANAGEMENT PERSONNEL COMPENSATION The names of directors who have held office during the year are: Lindsay Hartshorne (President) John D'Arcy (Vice President) Andrew Robson (Treasurer) Edward Martin No key management personnel received compensation during the year. NOTE 7: CASH AND CASH EQUIVALENTS Cash on hand 760 1,305 Cash at bank 206,626 411,722 Cash on deposit 236,901 511,976 444,287 925,003-13 -
NOTES TO THE FINANCIAL STATEMENTS Note 2008 2007 $ $ NOTE 8: RECEIVABLES CURRENT Trade debtors 167,189 50,981 Other debtors 5,080 6,920 Amounts receivable from: - director-related parties - 90,245 5,080 97,165 172,269 148,146 NOTE 9: INVENTORIES CURRENT Contracts 9,239 20,353 9,239 20,353 NOTE 10: OTHER ASSETS CURRENT Prepayments 117,812 38,847 NOTE 11: PROPERTY, PLANT AND EQUIPMENT Leasehold Improvements At cost 33,344 33,344 Less accumulated depreciation (12,787) (11,978) 20,557 21,366 Plant and Equipment Plant and equipment At cost - 13,493 Less accumulated depreciation - (3,027) - 10,466 Water Bore At cost 440,755 - - 14 -
NOTES TO THE FINANCIAL STATEMENTS NOTE 11: PLANT AND EQUIPMENT (Continued) Note 2008 2007 $ $ Office equipment At cost 100,578 80,366 Less accumulated depreciation (84,379) (72,567) 16,199 7,799 Computer equipment At cost 2,212 - Less accumulated depreciation (757) - 1,455 - Total plant and equipment 458,409 18,265 Total property, plant and equipment 478,966 39,631 (a) Movements in Carrying Amounts Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year Leasehold improvements Plant & equipment Office equipment Computer equipment $ $ $ $ 2008 Balance at the beginning of the year 21,366 10,466 7,799 - Additions - - 6,719 2,212 Depreciation expense (809) - (8,785) (757) Reallocation - (10,466) 10,466 - Carrying amount at end of year 20,557-16,199 1,455 Water Bore Total $ $ 2008 Balance at the beginning of the year - 39,631 Additions 362,510 371,441 Transfer from SPASAWATER 78,245 78,245 Depreciation expense - (10,351) Carrying amount at the end of the year 440,755 478,966-15 -
NOTES TO THE FINANCIAL STATEMENTS Note 2008 2007 $ $ NOTE 12: PAYABLES CURRENT Unsecured liabilities Trade creditors 107,979 204,525 GST payable / (receivable) (8,285) (8,269) Accrued expenses 20,923 18,400 120,617 214,656 NOTE 13: PROVISIONS CURRENT Employee benefits (a) 13,182 11,821 (a) Aggregate employee benefits liability 13,182 11,821 (b) Number of employees at year end 4 4 NOTE 14: OTHER LIABILITIES CURRENT Deferred income 330,423 188,456 Other current liabilities 13,511 55,444 343,934 243,900 NOTE 15: SHARE CAPITAL Issued and paid up capital 82,589 82,589 82,589 82,589 NOTE 16: RETAINED PROFITS Retained profits at the beginning of the financial year 620,160 611,881 Net profit / (loss) attributable to members of the entity 42,091 8,279 Retained profits at the end of the financial year 662,251 620,160-16 -
NOTES TO THE FINANCIAL STATEMENTS Note 2008 2007 $ $ NOTE 17: CAPITAL AND LEASING COMMITMENTS (a) Operating lease commitments Non-cancellable operating leases contracted for but not capitalised in the financial statements: Payable - not later than one year 49,506 16,819 - later than one year and not later than five years 45,000 12,424 94,506 29,243 General description of leasing arrangement: Lease of business premises & equipment NOTE 18: RELATED PARTY TRANSACTIONS (a) The Association earned revenue and incurred expenses with entities owned by its directors, key management personnel and members. These transactions were all on arms length basis (b) During the year the SPASAWATER trust was wound up, all assets held by the trust were transferred to the Swimming Pool and SPA Association of Victoria Ltd in part settlement of amounts previously advanced. The remaining balance due from the trust of $12,000 was expensed in the year. NOTE 19: SEGMENT REPORTING The Swimming Pool and Spa Association operates in one business segment, namely being the Victorian self governance body for the swimming pool and spa industries. The Association operates in the state of Victoria only. - 17 -
NOTES TO THE FINANCIAL STATEMENTS Note 2008 2007 $ $ NOTE 20: CASH FLOW INFORMATION (a) Reconciliation of cash For the purposes of the statement of cash flows, cash includes cash on hand and at call deposits with banks or financial institutions, investments in money market instruments maturing within less than two months and net of bank overdrafts. Cash at the end of the financial year as shown in the statements of cash flows is reconciled to the related items in the balance sheet as follows: Cash on hand 760 1,305 Cash at bank 206,626 411,722 At call deposits with financial institutions 236,901 511,976 444,287 925,003 (b) Reconciliation of cash flow from operations with profit after income tax Profit from ordinary activities after income tax 42,091 8,279 Non-cash flows in profit from ordinary activities Depreciation 10,351 6,344 Write off of loan with SPASAWATER 12,000 - Changes in assets and liabilities (Increase) / decrease in receivables (114,368) 136,117 (Increase) / decrease in other assets (78,965) 155,511 (Increase)/decrease in inventories 11,114 (11,195) Decrease in other liabilities 100,034 (125,608) increase/(decrease) in payables (94,039) 66,367 Increase / (decrease) in provision for income tax 1,146 (8,910) Decrease in deferred taxes - (1,114) Increase in provisions for employee entitlements 1,361 9,411 Cash flows from (used by) operations (109,275) 235,202-18 -
NOTES TO THE FINANCIAL STATEMENTS NOTE 21: FINANCIAL INSTRUMENTS (a) Interest rate risk The company's exposure to interest rate risk, which is the risk that a financial instrument's value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on classes of financial assets and financial liabilities, is as follows: 2008 Financial Instruments Floating interest rate Fixed interest rate maturing in: 1 year or less Non-interest bearing Total carrying amount as per the balance sheet Weighted average effective interest rate $ $ $ $ % (i) Financial assets Cash 206,626 236,901 760 444,287 4.8 Trade and other receivables - - 172,269 172,269 - Total financial assets 206,626 236,901 173,029 616,556-19 -
NOTE 21: FINANCIAL INSTRUMENTS (Continued) SWIMMING POOL AND SPA ASSOCIATION OF VICTORIA LTD NOTES TO THE FINANCIAL STATEMENTS 2008 Financial Instruments Floating interest rate Fixed interest rate maturing in: 1 year or less Non-interest bearing Total carrying amount as per the balance sheet Weighted average effective interest rate $ $ $ $ % (ii) Financial liabilities Trade creditors - - 107,979 107,979 - Other creditors - - 34,434 20,923 - Deferred income - - 330,423 330,423 - Total financial liabilities - - 472,836 459,325 2007 Financial Instruments Floating interest rate Fixed interest rate maturing in: 1 year or less Non-interest bearing Total carrying amount as per the balance sheet Weighted average effective interest rate $ $ $ $ % (iii) Financial assets Cash 411,722 511,976 1,305 925,003 5.2 Trade and other receivables - - 57,901 57,901 - Receivables - related entities - - 90,245 90,245 - Total financial assets 411,722 511,976 149,451 1,073,149-20 -
NOTE 21: FINANCIAL INSTRUMENTS (Continued) SWIMMING POOL AND SPA ASSOCIATION OF VICTORIA LTD NOTES TO THE FINANCIAL STATEMENTS 2007 Financial Instruments Floating interest rate Fixed interest rate maturing in: 1 year or less Non-interest bearing Total carrying amount as per the balance sheet Weighted average effective interest rate $ $ $ $ % (iv) Financial liabilities Trade creditors - - 204,525 204,525 - Other creditors - - 73,844 18,400 - Deferred income - - 188,456 188,456 - Total financial liabilities - - 466,825 411,381-21 -
NOTES TO THE FINANCIAL STATEMENTS NOTE 21: FINANCIAL INSTRUMENTS (Continued) (b) Credit Risk The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets is the carrying amount of those assets, net of any provisions for doubtful debts, as disclosed in the balance sheet and notes to the financial statements. The company does not have any material credit risk exposure to any single debtor or group of debtors under financial instruments entered into by the company. (c) Net Fair Values The net fair value of financial assets and financial liabilities approximates their carrying values as disclosed in the balance sheet and notes to the financial statements. NOTE 22: COMPANY DETAILS The registered office of the company is: Swimming Pool and Spa Association of Victoria Ltd Unit 55, 41-49 Norcal Rd NUNAWADING VICTORIA 3131-22 -
INCOME SWIMMING POOL AND SPA ASSOCIATION OF VICTORIA LTD PRIVATE INFORMATION FOR THE DIRECTORS ON THE 2008 FINANCIAL STATEMENTS TRADING AND PROFIT & LOSS ACCOUNT 2008 2007 $ $ Interest 33,004 45,389 Membership subscriptions 310,666 259,425 Trade day 15,224 14,162 Pool show 535,307 966,202 Contracts 95,709 81,445 Insurance administration 25,760 27,720 Awards 79,110 65,409 Golf day 9,932 5,415 Book advertising 88,652 83,652 Training 39,507 - Other income 6,591 12,760 TOTAL INCOME 1,239,462 1,561,579 LESS EXPENSES Accounting fees 12,525 7,600 Advertising 21,893 52,709 Audit fees 14,889 12,463 Award expenses 69,529 64,757 Bank charges 3,393 3,591 Body corporate fees 1,741 1,618 Book expenses 34,775 31,400 Cleaning 2,363 1,968 Computer expenses 4,051 2,632 Contract expense 33,551 18,546 Depreciation 10,351 6,344 Donations 162 100 Christmas party 7,920 - Filing fees 902 340 Freight and cartage 2,722 4,833 Function expense - 5,988 General expenses 8,934 28,579 Golf day expense 10,316 4,759 Government & Media relations 31,633 - Holiday pay 1,360 9,411 Insurance 11,116 7,792 These financial statements should be read in conjunction with the attached Disclaimer. - 27 -
PRIVATE INFORMATION FOR THE DIRECTORS ON THE 2008 FINANCIAL STATEMENTS TRADING AND PROFIT & LOSS ACCOUNT 2008 2007 $ $ Legal costs 10,444 14,740 Licensing fees 1,620 - Light and power 2,843 2,212 Meeting expense 6,942 6,021 National membership 33,282 - Bore expenses 60,040 93,421 Pool show expenses 424,815 837,447 Printing, stationery and postage 24,321 23,022 Professional fees 31,317 48,899 Public relations 13,812 12,091 Rates and taxes (746) 1,086 Rent 18,941 17,527 Repairs and maintenance 228 829 Salaries and wages 241,400 193,152 Security costs 1,029 718 Staff training and welfare 45 2,364 Subscriptions 1,648 1,467 Superannuation 24,400 18,227 Telephone 7,424 8,348 Training 20,556 1,625 Trade day expenses 7,139 3,962 Travelling expenses 1,628 1,337 Workcover 1,037 489 TOTAL EXPENSES 1,218,291 1,554,414 OPERATING PROFIT BEFORE INCOME TAX 21,171 7,165 Income tax expense (20,920) (1,114) OPERATING PROFIT AFTER INCOME TAX 42,091 8,279 These financial statements should be read in conjunction with the attached Disclaimer. - 28 -