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CPT GLOBAL LIMITED — Annual Report 2007
Aug 28, 2007
64642_rns_2007-08-28_9ca92610-cd20-41ba-8b1c-649760999e03.pdf
Annual Report
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Appendix 4E – Preliminary Final Report Results for announcement to the market
CPT Global Limited ABN:16 083 090 895
| $A'000 | |||||
|---|---|---|---|---|---|
| Revenue | up | 32.97% | to | 41,419 |
|
| Net Profit (Loss) before tax attributable to | |||||
| members | up | 36.91% | to | 4,362 |
|
| Net Profit (Loss) after tax attributable to members | up | 46.47% | to | 3,007 |
|
| Net Profit (Loss) attributable to members | up | 46.47% | to | 3,007 |
|
| Dividends (distributions) | Amount per | Franked amount per | |||
| security | security | ||||
| Final dividend (payable 30th November 2007) | $0.0450 | $0.0450 | |||
| Interim Dividend (paid 13th April 2007) | $0.0325 | $0.0325 | |||
| Record date for determining entitlements to | |||||
| the final dividend. | 14th | November 2007 | |||
| Current period | Previous corresponding |
||||
| Earnings per security (EPS) | Period | ||||
| Basic EPS | 8.45 | cents | 5.76 cents | ||
| Diluted EPS | 8.40 | cents | 5.76 cents | ||
| NTA backing | Current period | Previous corresponding |
|||
| period | |||||
| Net tangible asset backing per ordinary security | 0.22 | 0.20 |
Please read the above in conjunction with the attached audited annual financial report for the year ended 30 June 2007.
CPT Global Limited and Controlled Entities
ABN 16 083 090 895
Annual Financial Report
for the year ended 30 June 2007
CPT Global Limited and Controlled Entities - Annual Report
Chairman’s Statement
Dear Fellow CPT Global Shareholder,
I am pleased to report that the benefits from our efforts over recent years in building CPT Global’s Australian business and expanding our presence in international markets are now being reflected in our financial performance through increased revenue and profits. During the year we further strengthened our platform for growth, which should enable us to continue to develop the scale of our activities and profitability in the years ahead.
Our Australian business delivered strong and profitable growth and is well placed to continue to build its scale and contribution going forward. The Victorian operations performed particularly well, further building existing and new client relationships and adding many new consultants. In the ACT good progress was also made in deepening existing relationships and adding new clients. After a concerted effort in NSW to build our management team, resources and market position, the benefits are beginning to emerge and we are well placed to build on this position in the year ahead. Our presence in Queensland has been enhanced with our recent engagement by a major Queensland Government body.
After a number of years of hard work establishing a presence in international markets, we have recorded an improvement in contribution from both the United States and European operations. Over the past twelve months we have commenced work with a number of major international organisations and are focused on converting them to anchor clients. This process is aided by our demonstrated success with existing clients and the alliances that we have developed with Macro4 and Tori Global. The international markets remain highly prospective for our services given that they comprise over 98% of world computing capacity.
Our revenue grew strongly in 2007 and profit at $3.0million was up significantly from the prior year reflecting a strong contribution from our Australian business and the higher margins from our international risk reward assignments. This was offset in part by higher costs, in particular for employees where staff numbers were higher and employee share ownership plan (ESOP) costs were expensed. The ESOP is seen as an important element in how we reward, incentivise and retain staff. CPT Global remains in a strong financial position with no net debt.
Our dividend has been increased to 7.75 cents per share (fully franked), from 6.0 cents per share (fully franked) last year, reflecting our improved profitability and ongoing positive outlook.
While much progress has been made in the past year we need to remain focused on driving the business forward, improving margins and building profits. In Australia our reliance on existing clients must be managed by establishing new client relationships and we must continue to attract and retain the best staff in a competitive market. Internationally the opportunities remain exciting. Our efforts to expand will continue to meet with the usual and now familiar challenges and our priority is to develop more anchor client relationships.
The achievements and improved profits over the past year reflect the outcome of a number of years of significant effort by CPT Global’s staff, under the determined leadership of CEO Gerry Tuddenham. I would like to thank my fellow directors and our team of highly skilled and loyal staff and consultants for their dedication and ongoing contribution to our success. The momentum that has been developed by the CPT Global team should allow us to further grow our operations both in Australia and Internationally and to generate attractive returns for our shareholders.
Fred S. Grimwade Chairman
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CPT Global Limited and Controlled Entities - Annual Report
Managing Director’s Review
Fellow Shareholders,
CPT Global has continued to build upon the success of the prior year and prospects for the future are promising. The demand for our services in both the domestic and, most notably, in the international arena is strong. We have continued with our strategy of expanding our market share in both the commercial and government sectors.
We have also achieved an important milestone in being recognised as a leader across all platforms, not only mainframe systems, with almost 50% of our revenue stream now being derived from our midrange services.
Operating and Financial Review
This year has seen some of our prior strategic and operational efforts come to fruition, with domestic sales growth of 21% and international sales growth of 97%.
The substance of this growth has been in the retention of our current client base and acquisition of new clients, both locally and abroad. The development of new mid-range IP products and consolidation of our Mainframe methodologies has contributed to this success.
CPT Global’s revenue for the year ended 30 June 2007 was $41.42 million, a 32.97% increase on the previous year’s revenue of $31.15 million.
Revenue for the majority of our international operations was generated in data centre cost reduction services utilising the risk reward/ success fee billing model. This model is proving successful as some of these mature contracts have been converted into annuity revenue streams.
CPT Global’s net profit after tax for the year ended 30 June 2007 was $3.007 million, a 46.47% increase on the 30 June 2006 figure of $2.053 million. The current year figure includes share-based payments expense of $415k which was not present last year
A final dividend of 4.5 cents per share (fully franked) has been declared, which is payable on 30 November 2007, with a record date of 14 November 2007.
Total dividends declared and payable for the year ended 30 June 2007 were 7.75 cents per share (fully franked) an increase of 29% on the prior year.
CPT Global continues to maintain our policy of a high dividend payout ratio and have retained franking credits of $1,655,000.
Basic earnings per share amounted to 8.45 cents per share.
CPT Global maintained its strong balance sheet position with net tangible assets at 30 June 2007 of $7.848 million ($6.873 million at 30 June 2006).
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CPT Global Limited and Controlled Entities - Annual Report
Managing Director’s Review continued
Strategy
CPT Global recognises the importance of its independence, intellectual property, and innovative toolsets, which are paramount in meeting our client’s expectations for the delivery of the right “Client Side” outcome, without bias.
Our growth will be largely driven from leveraging our entrenched capabilities and culture, and an ongoing development of a strong portfolio of services.
Contrary to some of our competitors, we also have the advantage of our growth not being proportionally tied to the size of our resource pool. Revenue is more closely linked to the size of clients’ IT systems and we can sustain financial growth through the leveraging of our expert tools and methodologies. Recent investment in R&D has enabled us to develop expert tools for use on SAP midrange systems and Oracle using the principles we have developed from our mainframe performance tuning tools. This will provide us with exposure to a new range of clients whose IT costs we can reduce. Client prototypes are currently in development and we expect new business to emerge in the new financial year.
We shall continue to focus on the recruitment and development of leading industry experts, and to increase permanency among selected consultants to leverage our intellectual property.
We have also engaged with Austrade (Australian Trade Commission) to fast track our success in the North American and European markets. Austrade has contributed to our progress in our international business by providing practical advice, market intelligence and avenues to secure meetings with high level IT executives of some of the largest companies in the world, significantly reducing the time otherwise required to meet these potential clients.
We consider our international alliances with Tori Global and Macro4 as important routes to market.
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CPT Global Limited and Controlled Entities - Annual Report
Managing Director’s Review continued
CPT Global’s Markets
Revenue by Industry Sector (Worldwide)
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Telecommunications Banking & Finance
38% 37%
Other
Government
5%
20%
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CPT Global has taken a considered approach to growing its service offerings, ensuring that each of the lines of business is well managed, strategic and consistent with the corporate outlook.
CPT Global has maintained a spread of industry exposure with a continued focus on the banking, government & telecommunications sectors. We have been engaged with over half of the top twenty 2007 Fortune 500 Financial Services companies.
CPT Global has grown its client base and now operates in a wider range of markets, and has completed work across 17 countries. Each of these has differing dynamics and characteristics and whilst CPT Global takes a tailored approach to growing our business within these markets, we are committed to adhering to our values of independence and client-side service.
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Managing Director’s Review continued
Revenue by Line of Business (Worldwide)
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----- Start of picture text -----
Technical Services -
Other Capacity Management Mainframe &
16% 3% Midrange
Project & Program
Performance Tuning
Management 27%
9%
Management
Consulting & Strategic
Management,
Functional & Sourcing
9%
Automation Testing
36%
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CPT Global’s core lines of business have continued to expand across all services. Our reputation in these lines of business is closely aligned to the needs of our clients and the independent nature of these services.
We are now seeing the trend in a number of our cost reduction services, covering capacity management and performance tuning, for clients to engage CPT on a longer term basis to achieve sustainable cost reductions. This is leading to CPT establishing strategic relationships with these clients where we offer expanded services in the area of IT management consulting, and contract management and reviews.
The CPT Southern region, based in Melbourne, is our most developed market and represents the historic core of our business. It is however here where many of our anchor clients are emerging from a period of change brought about by outsourcing, off shoring, and centralisation. These customers are engaging CPT Global as a trusted and independent “client side” organisation to assist them in running a complex vendor supplemented services model. Our services in the Victorian State Government continue to expand and our success in being appointed to the Government eServices Panel, will allow CPT to continue to provide these services over the coming years.
In Canberra the CPT Federal region has continued to build a solid and sustainable business based on a number of long term contracts and panel arrangements. We have expanded our base of local consultants and hence business development capability.
The CPT Northern region, covering both NSW and Queensland, has had recent success in establishing a major contract with a Queensland Government body which will result in CPT opening an office in Brisbane to support this engagement and other clients in the region.
The international market represents significantly greater growth opportunities for CPT Global due to the substantially larger IT capacity of clients in the USA and Europe. Australia represents less than 2% of the world’s IT capacity, therefore there are obvious gains to achieve by pursuing business offshore. Here CPT Global has invested considerable efforts and resources to establish a strategic foothold. We have established a sound reputation amongst some very large organisations. It is from these relationships that we are starting to increasingly realise returns from those investments.
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CPT Global Limited and Controlled Entities - Annual Report
Managing Director’s Review continued
These returns are being progressively realised in three ways;
-
As we progress through current risk reward/success fee work, where the revenue stream is largely back ended.
-
From repeat business that is a direct result of recent CPT Global work and reputation. Here the work is initiated at a much lower cost than the original engagements.
-
Through the conversion of risk reward engagements into annuity work.
CPT Global’s presence overseas is also increasing in both reputation and with locally sourced consultants. This is enabling us to expand our service offerings to a wider set of organisations as well as being able to offer services traditionally only available in Australia. A number of international clients are also beginning to request additional services, a very promising indicator for the future.
CPT Global delivers through a combination of onshore and offshore consultants using our expert tools and methodologies. This allows CPT to support clients by delivering services remotely from Australia rapidly by leveraging the time zone offset. Not only is this a gain for the client, but it is also a gain for CPT Global as it significantly lowers costs.
Traditionally much of CPT Global’s business has been generated by its reputation and presence in the technical area of a client organisation. Our successes, however, have been filtered to senior management and we now have established our reputation with CFOs, CTOs and CIOs to facilitate even greater opportunities.
As CPT increasingly engages with senior management in these organisations, we are identifying where we can provide greater value to these clients through leveraging our management and consulting services to improve their IT governance and sourcing arrangements.
Our People
CPT Global has always stated that quality people are the heart of our business. Our high consultant retention rate is representative of the focus we place on the care and management of our consultants. The stability this yields enables us to take a more strategic view of resourcing, and ensures excellence in our resourcing processes whilst our existing workforce continues to deliver quality results from our client’s perspective. CPT Global has recently implemented an employee share ownership plan (ESOP) to reward selected personnel, recognising that the people are the most valuable asset of a services organisation.
CPT Global is fast tracking selected junior consultants via mentoring by our practice leaders. This initiative is ensuring we have a balanced workforce across existing and emerging technologies, and that CPT Global will continue to provide internationally recognised IT consultants in the future.
Our senior consultants continue to retain world-wide recognition as leading specialists in their field, and as an organisation we continue to invest in their development and certification. Attendance and representation in leading publications, seminars and conferences develops the individuals and strengthens CPT Global’s brand.
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CPT Global Limited and Controlled Entities - Annual Report
Managing Director’s Review continued
Outlook
CPT Global is in an historically strong position and the outlook for the upcoming year is encouraging. We are pleased with the progress we have made with signing new clients, particularly in markets outside Victoria.
We have also been successful in securing several government panel applications and we are excited about the opportunities that they will provide.
The economy continues to perform well and opportunities are encouraging, particularly considering CPT Global’s already contracted forward load which promises a confident start to the new financial year.
In the year ahead I expect CPT Global to continue to generate solid growth and deliver a greater profit margin and solid returns for shareholders.
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Gerry Tuddenham Managing Director
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CPT Global Limited and Controlled Entities - Annual Report
Contents
| Directors' Report | 10 |
|---|---|
| Corporate Governance Statement | 19 |
| Consolidated Income Statement | 22 |
| Consolidated Balance Sheet | 23 |
| Consolidated Statement of Changes in Equity | 24 |
| Consolidated Statement of Cash Flows | 25 |
| Notes to the Financial Statements | 26 |
| Directors' Declaration | 54 |
| Independent Audit Report | 55 |
| Corporate Information | 57 |
| ASX Additional Information | 58 |
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CPT Global Limited and Controlled Entities - Annual Report
Directors' Report
Your directors submit their report for the year ended 30 June 2007.
DIRECTORS
The names and details of the company's directors in office during the financial year and until the date of this report are as follows. Directors were in office for this entire period unless otherwise stated.
Names, qualifications, experience and special responsibilities
Fred S Grimwade Fred is an executive director of Fawkner Capital, a specialist corporate advisory firm which provides advice on strategy, capital raisings, merger and acquisition transactions, and invests in developing (Non-executive Chairman) companies. He was managing director of the Colonial Agricultural Company, one of Australia's largest beef producers, from 1998 until August 2006. Fred commenced his professional career as a commercial lawyer at Mallesons Stephen Jaques and then worked with the US investment bank Goldman, Sachs and Co. in New York and Sydney where as a vice president he directed the firm's Australasian corporate finance activities. Fred was company secretary and general manager shareholder relations at Western Mining Corporation for six years. In 1996 he joined Colonial Mutual as group company secretary and general manager legal affairs. Fred subsequently became head of private capital for Colonial First State Investments, one of Australia's largest fund managers, where he planned and managed the Group's entry into the private equity market. Fred is a senior fellow of the Financial Services Institute of Australasia (Finsia) and was its joint president from 2005 until April 2006. He is a member of the Australian Institute of Company Directors and a Fellow of Chartered Secretaries Australia. Fred is chairman of the Finance and Audit Committee and a member of the Remuneration and Nomination Committee. Fred holds an LLB (Hons) degree, in addition to a Bachelor of Commerce degree and an MBA. Gerry Tuddenham Gerry is the founder of the CPT Global business and is the major shareholder in CPT Global through his majority interest in the CPT Trust. He has over 35 years experience in the IT industry and a reputation (Managing Director) for delivering practical solutions. He is a world-renowned technical specialist in the areas of performance tuning, capacity planning and testing of IBM mainframe-based systems, applications, transaction processors and middleware as well as database management systems. He has provided IT consulting services in a number of continents and across a range of industries including the financial, insurance and telecommunications sectors. Gerry has also developed the software tools EXPETUNE and EXPETEST, which are licensed to CPT Global. These tools automate and make repeatable intricate performance and test coverage tasks. Gerry is a member of the Australian Institute of Company Directors. Gerry is a member of the Finance and Audit Committee. Ian MacDonald As an executive with over thirty years experience in Financial Services covering Banking, Wealth Management and Technology within Australia and the United Kingdom, Ian brings extensive commercial (Non-executive Director) experience to the CPT Board. He has broad experience in Corporate Governance, Compliance, Risk and Audit. Ian is a member of the Australian Institute of Company Directors and Senior Fellow Financial Services Institute of Australasia (Finsia). He is a Non-executive Director of Arab Bank Australia Limited, Futuris Corporation Limited, Elders Rural Bank Limited, Elders Financial Services Group Pty Ltd, Elders Insurance Limited, Elders Insurance Brokers Pty Ltd and Elders Trustees Limited. Ian is Chairman of the Remuneration and Nomination Committee and a member of the Finance and Audit Committee. Peter Wright Peter has led the CPT Global management consulting practice for over six years and has established CPT as a leader in providing strategic consulting services to the government sector. He was the (Executive Director) national managing principal for Applications Outsourcing positions at IBM GSA and a consulting director and vice president at DMR responsible for establishing and managing the Systems Delivery and Maintenance Services practice. During this period he has been involved in a number of client engagements both locally and internationally in banking, transportation and government. Peter has a unique perspective and passion for making IT organisations and complex projects successful through the application of best practice principles. Peter is a member of the Australian Institute of Company Directors, member of the Australian Computer Society and a member of the Project Managers Institute.
COMPANY SECRETARY Stephan was appointed as Chief Financial Officer of CPT Global on 27[th] June 2007, and Company Secretary on 2[nd] July 2007. Stephan is a Chartered Accountant and brings more than 20 years broad Stephan Scheffer commercial experience, both local and international, to CPT Global. He has spent the last 15 years in the IT & T industry.
Mark Carroll
Mark Carroll resigned on 29[th] May 2007.
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CPT Global Limited and Controlled Entities - Annual Report
Directors' Report continued
INTERESTS IN THE SHARES AND OPTIONS OF THE COMPANY AND RELATED BODIES CORPORATE
As at the date of this report, the interests of the directors in the shares and options of CPT Global Limited were:
| were: | |
|---|---|
| Ordinary Shares |
Options over Ordinary Shares |
| Fred S Grimwade 708,200 Gerry Tuddenham 11,574,635 Ian MacDonald 402,511 Peter Wright 264,500 EARNINGS PER SHARE Basic earnings per share Diluted earnings per share DIVIDENDS Cents Final dividends recommended: Fully franked final ordinary dividend recommended by the Directors and payable on 30th November 2007. 4.5 Dividends paid in the year: Interim for the year Fully franked interim ordinary dividend paid on 16th April 2007. 3.25 Final for 2006 shown as recommended in the 2006 report Fully franked final ordinary dividend paid on 10th November 2006. 3.25 |
- 200,000 - 300,000 Cents 8.45 8.40 $ 1,600,486 |
| 1,600,486 | |
1,155,907 |
|
| 1,155,907 | |
1,149,407 |
|
| 1,149,407 |
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CPT Global Limited and Controlled Entities - Annual Report
Directors' Report continued
CORPORATE INFORMATION
Nature of operations and principal activities
The principal activities of the economic entity during the financial year were the provision of specialist IT consultancy services based on the following core service offerings:
Technical Consulting Services
-
Capacity Planning Assurance and Reviews
-
Cost Reduction Programs and 'Cost of Running' Reports and Models
-
Tuning Services including corporate wide approach to Performance Tuning
-
Technical Support including Database and System Administration
-
Technical Reviews including Environment and Application Performance
-
Architecture Services including Technical Architecture and Design Reviews
-
Data Warehousing Solutions
-
Stress and Volume Performance Testing
-
Test Facilitation and Management
Management of IT Consulting Services
-
IT Strategic Planning
-
Selective Outsourcing / Multi sourcing readiness support and transition services
-
IT Outsourcing Contract Services Reviews
-
IT Delivery and Support Reviews and Improvement using the Shared Services / ITIL framework
-
Senior Project and System Integration Management
-
IT Business Metrics Alignment leveraging Balanced Scorecard and 'Cost of Ownership' models
-
Business Process Re engineering
-
Business Process Improvement
-
Information Management Planning
-
eBusiness Planning and Implementation
-
Business Requirement Definition
-
Systems and Technology Integration
-
Organisation Change
-
Records and Document Management
-
Program and Project Management
There have been no significant changes in the nature of those activities during the year.
Employees
The consolidated entity employed 219 employees as at 30 June 2007 (2006: 183 employees).
OPERATING AND FINANCIAL REVIEW
The consolidated profit of the economic entity after providing for income tax amounted to $3,007,000. Closing net assets of the economic entity were $17,682,000, an increase of $1,075,000 on the prior year as a result of the operating performance of the group. The directors recommend a final dividend of $0.045.
For a detailed discussion of the financial results for the year ended 30 June 2007 please refer to the Chairman’s Statement and Managing Director’s Review on pages 2 and 3.
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CPT Global Limited and Controlled Entities - Annual Report
Directors' Report continued
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
No significant changes in the state of affairs of the company occurred during the financial year.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
On 24th August 2007 CPT Global Limited announced its intention to extend the on-market share buy back for a further twelve months to 27th August 2008. A maximum of 3,000,000 shares may be bought back during the buy back period, which will run from 27th August 2002 until 27th August 2008.
The movement in the relative exchange rates between the Australian dollar and the US Dollar, Sterling and Euro since the year end has resulted in an unrealised foreign exchange gain of approximately $198,000 as at the date of this report.
Except for the above, no other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the economic entity, the results of those operations, or the state of affairs of the economic entity in future financial years.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
Likely developments in the operations of the economic entity and the expected results of those operations in future financial years have not been included in this report as the inclusion of such information is likely to result in unreasonable prejudice to the economic entity.
ENVIRONMENTAL REGULATION AND PERFORMANCE
The company's operations are not regulated by any significant environmental regulation under a law of the Commonwealth or of a State or Territory.
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
The company has paid premiums to insure the current directors and officers 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 and officer of the company, other than conduct involving a wilful breach of duty in relation to the company. The total premium paid was $43,785.
REMUNERATION REPORT
Remuneration policy
The Remuneration and Nomination Committee of the Board of Directors is responsible for determining and reviewing compensation arrangements for the directors, the managing director and the executive team. The Remuneration and Nomination Committee assesses the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and executive team. The outcomes of the remuneration structure are expected to comply with Executive Share and Option Scheme Guidelines, IFSA Guidance Note, Investment and Financial Services Association, 2003. The payment of bonuses, stock options and other incentive payments are reviewed by the Remuneration and Nomination Committee annually as part of the review of executive remuneration and a recommendation is put to the Board for approval. All bonuses, options and incentives must be linked to pre-determined performance criteria. The Board can exercise its discretion in relation to approving the incentives, bonuses and options and can recommend changes to the Committee's recommendations. Any changes must be justified by reference to measurable performance criteria. Details of such incentives awarded during the year are detailed below. Further details on the remuneration of directors and executives are provided in Note 29 to the financial statements
To assist in achieving these objectives, the Remuneration and Nomination Committee links the nature and amount of executive directors' and officers' emoluments to the company's financial and operational performance and shareholders value.
Performance-based remuneration
Annual salary reviews are linked directly to directors’ and executives’ achievements of key performance indicators (KPIs). The KPIs are set annually after consultation with the directors and executives. The measures are specifically tailored to the areas where each executive has a level of control. The KPIs target areas the Board believes hold the greatest potential for expansion and profit, covering financial and non-financial goals as well as short and long-term goals.
The Board may, at its discretion, award bonuses for exceptional performance in relation to the pre-agreed KPIs. In addition, during the year 900,000 share entitlements were granted to certain employees under the CPT Share and Option Incentive Plan to take up ordinary shares at an exercise price of nil. These shares are to be held in escrow and
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CPT Global Limited and Controlled Entities - Annual Report
Directors' Report continued
are transferable to the relevant employees in three equal tranches on 18 October 2007, 2008 and 2009. The shares hold voting and dividends rights, but are not transferable whilst held in escrow.
Also, during the year, 600,000 performance shares were granted to executive directors to take up ordinary shares at an exercise price of $6 in total. The issue of these performance shares in three equal tranches is contingent upon the Company’s share price exceeding certain levels for specified periods between 30 November 2006 and 29 November 2009. Full details of the performance criteria relating to these performance shares are included in Note 24 to the accounts. During the year, the share price criteria for the issuance of the first tranche of these options were met and the first tranche of these options were exercised.
Company performance, shareholder wealth and director and executive remuneration
The remuneration policy has been tailored to increase goal congruence between shareholders, directors and executives. There have been two methods applied in achieving this aim, the first being annual salary reviews based on key performance indicators, and the second being the issue of shares and options to selected directors and executives 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 five years.
The following table shows the net profit and dividends for the last five y ears for the listed entity, as well as the share price at the end of the respective financial years. Analysis of the actual figures shows an increase in profit trend as well as an increase in dividends paid to shareholders. The improvement in the company’s performance over the last five years has been reflected in the improvement in the company’s share price with an increase each year, with the exception of the prior year , when the share price fell slightly. The board is of the opinion that these results can be attributed in part to the previously described remuneration policy and is satisfied that this continued improvement has lead to increased shareholder wealth over the past 5 years.
| 2003 | 2004 | 2005 | 2006 | 2007 | |
|---|---|---|---|---|---|
| Net profit | $2.140m | $2.114m | $2.306m | $2.053m | $3.007m |
| Share price at year end | $0.58 | $0.64 | $0.66 | $0.62 | $1.18 |
| Dividends paid | 5.0c | 5.0c | 5.5c | 6.0c | 7.75c |
During the year, no shares were purchased as part of the share buyback. The share price during the year ranged from a low of $0.63 to a high of $1.25.
Details of remuneration for the year ended 30 June 2007
Details of the nature and amount of each element of the emoluments[1] of each director of the company and executive officers of the company and the economic entity receiving the highest emolument for the financial year are as follows:
| Post | Performance | |||||||
|---|---|---|---|---|---|---|---|---|
| Short - Term Benefits | Employment Benefits |
Share-based | Payment | Total | related | |||
| Salary, Fees | Super- | Equity2 | Options3 | |||||
| and Commi- | Cash bonus | annuation | ||||||
| Directors | ssions | |||||||
| $ | $ | $ | $ | $ | % | |||
| Fred Grimwade | ||||||||
| � | 2007 | 66,514 | - | 5,986 | - | - | 72,500 | - |
| � | 2006 | 59,633 | - | 5,367 | - | - | 65,000 | - |
| Gerry | Tuddenham | |||||||
| � | 2007 | 293,753 | - | 108,802 | - | 152,002 | 554,557 | 27.4 |
| � | 2006 | 225,157 | - | 100,587 | - | - | 325,744 | - |
| Ian MacDonald | ||||||||
| � | 2007 | 78,440 | - | 7,060 | - | - | 85,500 | - |
| � | 2006 | 35,015 | - | 3,151 | - | - | 38,166 | - |
| Peter | Wright | |||||||
| � | 2007 | 282,694 | - | 117,722 | - | 176,071 | 576,487 | 30.5 |
| � | 2006 | 271,277 | 45,872 | 117,851 | - | 276 | 435,276 | 10.5 |
| Glenn | Fielding4 | |||||||
| � | 2007 | - | - | - | - | - | - | - |
| � | 2006 | 24,083 | - | 2,167 | - | - | 26,250 | - |
| Total | Remuneration | |||||||
| � | 2007 | 721,401 | - | 239,570 | - | 328,073 | 1,289,044 | 25.5 |
| � | 2006 | 615,165 | 45,872 | 229,123 | - | 276 | 890,436 | - |
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Directors' Report continued
| Post | Performance | |||||||
|---|---|---|---|---|---|---|---|---|
| Short - Term Benefits | Employment Benefits |
Share-based Payment | Total | related | ||||
| Salary, Fees | Super- | Equity2 Options3 |
||||||
| Executive officers5 | and Commi- ssions |
Cash bonus | annuation | |||||
| $ | $ | $ | $ | $ | % | |||
| Alan Mackenzie | ||||||||
| � | 2007 | 257,826 | - | 19,596 | 55,691 | - | 333,113 | 16.7 |
| � | 2006 | 242,784 | - | 21,851 | - |
- | 264,635 | - |
| Kevin | Akom | |||||||
| � | 2007 | 250,000 | - | - | 55,691 | 305,691 | 18.2 |
|
| � | 2006 | 250,000 | - | - | - |
- | 250,000 | - |
| Mark Carroll6 | ||||||||
| � | 2007 | 185,309 | - | 47,878 | - | - | 233,187 | - |
| � | 2006 | 165,665 | - | 24,720 | - |
- | 190,385 | - |
| Total | Remuneration | |||||||
| � | 2007 | 693,135 | - | 67,474 | 111,382 | - | 871,991 | 12.8 |
| � | 2006 | 658,449 | - | 46,571 | - | - | 705,020 | - |
Notes
The terms 'director' and 'officer' have been treated as mutually exclusive for the purposes of this disclosure.
-
1 The elements of emoluments have been determined on the basis of the cost to the company and the economic entity.
-
2 Equity awarded as part of director and executive emoluments includes share entitlements granted to certain employees under the CPT Share and Option Incentive Plan.
-
3 Options granted as part of director and executive emoluments include performance shares granted to executive directors, and have been valued using the Hull-White trinomial option pricing model, which takes account of factors including the option exercise price, the current level and volatility of the underlying share price, the risk-free interest rate, current market price of the underlying share and the expected life of the option.
-
4 Resigned 12[th] May 2006.
-
5 Executives are those directly accountable and responsible for the operational management and strategic direction of the company and the economic entity.
-
6 Resigned 29th May 2007.
Performance income as a proportion of total remuneration
Executive directors and executives are paid performance related bonuses based on set monetary figures, rather than proportions of salary since these payments are discretionary. This has led to the proportions of remuneration related to performance varying between individuals.
Options granted as remuneration
| Gerry Tuddenham Peter Wright Total |
Terms and Conditions for Each Grant Vested No. Granted No. Grant Date Value per Option at Grant Date $ Exercise Price $ First Exercise Date Last Exercise Date 100,000 300,000 29/11/06 0.51 $3 in total 07/12/06 29/11/09 100,000 300,000 29/11/06 0.51 $3 in total 07/12/06 29/11/09 200,000 600,000 |
|---|---|
All options were granted for nil consideration.
Further details on the service and performance criteria attached to these options can be found in note 24.
15
CPT Global Limited and Controlled Entities - Annual Report
Directors' Report continued
Employment contracts of directors and specified executives
Both executive directors and the executives specified in this remuneration report and notes to the accounts, have their employment conditions formalised in contracts of employment. With the exception of Alan Mackenzie, who is considered a contractor, all non-executive directors and specified executives are permanent employees of CPT Global Limited.
The employment contracts are not for a fixed term, but contain one month notice periods and do not contain any provisions for termination payments. Any options not vested as at the date of termination will lapse.
For details of contracts under which directors are entitled to a benefit, refer to Note 29(f)
DIRECTORS' MEETINGS
The number of meetings of directors (including meetings of committees of directors) held during the year and the number of meetings attended by each director were as follows:
| Directors’ | Meetings | Finance and Audit | Finance and Audit | Remuneration and | Remuneration and | |
|---|---|---|---|---|---|---|
| Committee Meetings | Nomination | Committee | ||||
| Meetings | ||||||
| Number | Number | Number | ||||
| eligible to | Number | eligible to | Number | eligible to | Number | |
| attend | attended | attend | attended | attend | attended | |
| Fred S Grimwade | 12 | 12 | 2 | 2 | 1 | 1 |
| Gerry Tuddenham | 12 | 12 | 2 | 2 | - | - |
| Ian MacDonald | 12 | 11 | 2 | 2 | 1 | 1 |
| Peter Wright | 12 | 6 | - | - | - | - |
Committee membership
As at the date of this report, the company had a Finance and Audit Committee and a Remuneration and Nomination Committee of the Board of Directors.
Members acting on the committees of the Board during the year were:
Finance and Audit Remuneration and Nomination Fred Grimwade (C) Ian MacDonald (C) Gerry Tuddenham Fred Grimwade Ian MacDonald
Notes
(C) Designates the chairman of the committee.
16
CPT Global Limited and Controlled Entities - Annual Report
Directors' Report continued
OPTIONS
At the date of this report, the unissued ordinary shares of CPT Global Limited under option are as follows:
| Grant date Expiry date Exercise price 26/11/03 27/11/07 $1.00 per share 29/11/06 29/11/07 $2 in total 29/11/06 29/11/08 $2 in total |
Number of options 100,000 200,000 200,000 |
|---|---|
| 500,000 |
During the year ended 30 June 2007, options to acquire 600,000 ordinary shares were granted (2006: nil) and 200,000 (2006: nil) ordinary shares were issued on the exercise of these options.
No person entitled to exercise the option had or has any right by virtue of the option to participate in any share issue of any other body corporate.
PROCEEDINGS ON BEHALF OF 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.
NON-AUDIT SERVICES
The Board of Directors, in accordance with advice from the Finance and Audit Committee, is satisfied that the provision of 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 for the following reasons:
-
all non-audit services are reviewed and approved by the Finance and Audit Committee prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor; and
-
the nature of the services provided do not compromise the general principles relating to auditor independence in accordance with APESB IIO: Code of Ethics for Professional Accountants set by the Accounting Professional & Ethical Standards Board.
The following fees for non-audit services were paid/payable to the external auditors during the year ended 30 June 2007:
-
Taxation compliance services $11,000
-
� Other services $14,000
AUDITOR’S INDEPENDENCE DECLARATION
The lead auditor’s independence declaration for the year ended 30 June 2007 has been received and can be found on page 18 of the directors’ report.
ROUNDING
The amounts contained in this report and in the financial report have been rounded to the nearest $1,000 (where rounding is applicable) under the option available to the company under ASIC Class Order 98/100. The company is an entity to which the Class Order applies.
CORPORATE GOVERNANCE
In recognising the need for the highest standards of corporate behaviour and accountability, the directors of CPT Global Limited support and have adhered to the principles of corporate governance. The company's corporate governance statement is contained in the following section of this annual report.
Signed in accordance with a resolution of the directors.
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==> picture [102 x 14] intentionally omitted <==
Gerry Tuddenham Managing Director
Melbourne, 29th August 2007
17
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AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF CPT GLOBAL LIMITED AND CONTROLLED ENTITIES
I declare that, to the best of my knowledge and belief, during the year ended 30 June 2007 there have been:
-
(i) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and
-
(ii) no contraventions of any applicable code of professional conduct in relation to the audit.
==> picture [100 x 64] intentionally omitted <==
MOORE STEPHENS
==> picture [117 x 62] intentionally omitted <==
Grant Sincock
Partner
Melbourne, 29 August 2007
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CPT Global Limited and Controlled Entities - Annual Report
Corporate Governance Statement
The Board of Directors of CPT Global is responsible for the corporate governance of the consolidated entity. The Board guides and monitors the business and affairs of CPT Global on behalf of the shareholders by whom they are elected and to whom they are accountable.
The format of the Corporate Governance Statement is based on the Australian Stock Exchange Corporate Governance Council's (the Council's) "Principles of Good Corporate Governance and Best Practice Recommendations" (the Recommendations). In accordance with the Council's recommendations, the Corporate Governance Statement must now contain certain specific information and must disclose the extent to which the company has followed the guidelines during the period. Where a recommendation has not been followed, that fact must be disclosed, together with the reasons for the departure. CPT Global’s Corporate Governance Statement is structured with reference to the Corporate Governance Council's principles and recommendations, which are as follows:
-
Principle 1. Lay solid foundations for management and oversight
-
Principle 2. Structure the Board to add value
-
Principle 3. Promote ethical and responsible decision making
-
Principle 4. Safeguard integrity in financial reporting
-
Principle 5. Make timely and balanced disclosure
-
Principle 6. Respect the rights of shareholders
-
Principle 7. Recognise and manage risk
-
Principle 8. Encourage enhanced performance
-
Principle 9. Remunerate fairly and responsibly
-
Principle 10 Recognise the legitimate interests of stakeholders
Independence
Corporate Governance Council Recommendation 2.1 requires a majority of the Board to be independent directors. In addition, recommendation 2.2 requires the chairperson of the company to be independent. The Corporate Governance Council defines independence as being free from any business or other relationship that could materially interfere with - or could reasonably be perceived to materially interfere with - the exercise of unfettered and independent judgement. In accordance with this definition, the following directors are not considered to be independent:
-
Gerry Tuddenham (Managing Director)
-
Peter Wright (Executive Director)
Of the four Board members, the two listed above are not considered to be independent when applying the Council's definition of independence. However when considering the casting vote of the independent chairman, the majority of the Board is independent. CPT Global considers industry experience and specific expertise to be important attributes of its Board members.
CPT Global's corporate governance practices were in place throughout the year ended 30 June 2007. The corporate governance practises of CPT Global were compliant with the Council's best practice recommendations.
For further information on corporate governance policies adopted by CPT Global, refer to our website: www.CPTglobal.com
19
CPT Global Limited and Controlled Entities - Annual Report
Corporate Governance Statement continued
Structure of the Board
The skills, experience and expertise relevant to the position of director held by each director in office at the date of the annual report is included in the directors' report on page 10. Directors of CPT Global are considered to be independent when they are independent of management and free from any business or other relationship that could materially interfere with - or could reasonably be perceived to materially interfere with - the exercise of their unfettered and independent judgement.
In the context of director independence, "materiality" is considered from both the company and individual director perspective. The determination of materiality requires consideration of both quantitative and qualitative elements. An item is presumed to be quantitatively immaterial if it is equal or less than 5% of the appropriate base amount. It is presumed to be material (unless there is qualitative evidence to the contrary) if it is equal to or greater than 10% of the appropriate base amount. Qualitative factors considered include whether a relationship is strategically important, the competitive landscape, the nature of the relationship and the contractual or other arrangements governing it and other factors which point to the actual ability of the director in question to shape the direction of the company's loyalty.
In accordance with the definition of independence above, and the materiality thresholds set, the following directors of CPT Global are considered to be independent: Name Position Fred Grimwade Non-executive Chairman Ian MacDonald Non-executive Director
There are procedures in place, agreed by the Board, to enable directors, in furtherance of their duties, to seek independent professional advice at the company's expense.
The term in office held by each director in office at the date of this report is as follows:
Name Term in office Fred Grimwade 5 years Ian MacDonald 1 year Gerry Tuddenham 9 years Peter Wright 6 years
Performance Evaluation
An annual performance evaluation of the Board and all Board members was conducted by the full Board for the financial year ended 30 June 2007. The Board developed a questionnaire for all Board members to provide feedback on how they thought the Board had performed. The results from the questionnaire were collated and discussed by the Board. The Board developed a series of recommendations to improve performance and an action plan to implement the recommendations and set the performance criteria and goals for the next year.
Remuneration and Nomination Committee
The Board has a Remuneration and Nomination Committee which meets to ensure that the Board continues to operate within the established guidelines, including when necessary, selecting candidates for the position of director. The Committee is also responsible for ensuring that adequate resourcing levels are maintained, setting and monitoring employment conditions, reviewing the performance of executive directors and senior management and setting the scale of their remuneration. The Remuneration and Nomination Committee comprises all of the non-executive directors. The Remuneration and Nomination Committee comprised the following members throughout the year:
-
Ian MacDonald (C)
-
Fred Grimwade
For details of directors' attendance at meetings of the Remuneration and Nomination Committee, refer to page 16 of the Directors' Report.
For details of remuneration of all directors and highest paid executives, refer to page 14 0f the Directors’ Report. For additional details regarding the Remuneration and Nomination Committee, please refer to our website www.CPTglobal.com.
20
CPT Global Limited and Controlled Entities - Annual Report
Corporate Governance Statement continued
Finance and Audit Committee
The Board has a Finance and Audit Committee, which operates under a charter approved by the Board. It is the Board's responsibility to ensure that an effective internal control framework exists within the entity. This includes internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial information as well as non-financial considerations such as the benchmarking of operational key performance indicators. The Board has delegated the responsibility for the establishment and maintenance of a framework of internal control and ethical standards for the management of the consolidated entity to the Finance and Audit Committee.
The Committee also provides the Board with additional assurance regarding the reliability of financial information for inclusion in the financial reports. The Corporate Governance Principles recommend that all Finance and Audit Committee members are non-executive. CPT Global only has two non-executive directors therefore the managing director has also been appointed to the Finance and Audit Committee.
The members of the Finance and Audit Committee during the year were:
-
Fred Grimwade (C)
-
Ian MacDonald
-
Gerry Tuddenham
For details of directors' attendance at meetings of the Finance and Audit Committee, refer to page 16 of the Directors' Report.
Risk Management
CPT Global takes a proactive approach to risk management. The Board is responsible for ensuring that risks, and also opportunities, are identified on a timely basis and that the group's objectives and activities are aligned with the risks and opportunities identified by the Board.
The group believes that it is crucial for all Board members to be a part of this process, and as such the Board has not established a separate risk management committee. Instead sub-committees are convened as appropriate in response to issues and risks identified by the Board as a whole, and the sub-committee further examines the issue and reports back to the Board.
The Board has a number of mechanisms in place to ensure that management's objectives and activities are aligned with the risks identified by the Board. These include:
-
Board approval of a strategic plan, which encompasses the entity's vision, mission and strategy statements, designed to meet stakeholders’ needs and manage business risk.
-
Implementation of Board approved operating plans and budgets and Board monitoring of progress against these budgets, including the establishment and monitoring of Key Performance Indicators (KPI’s) of both a financial and non-financial nature.
-
The establishment of committees to report on specific business risks, including for example, such matters as the financial risks and concerns and occupational health and safety.
Trading Policy
The company’s policy regarding directors and employees trading in its securities is set by the Finance and Audit Committee. The policy restricts directors and employees from acting on material information until it has been released to the market and adequate time has been given for this to be reflected in the securities price.
21
CPT Global Limited and Controlled Entities - Annual Report
Consolidated Income Statement
| YEAR ENDED 30 JUNE 2007 Notes |
Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 |
Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 |
|---|---|---|
| REVENUE 2 Changes in inventories of finished goods and work in progress Raw materials and consumables used Depreciation and amortisation expenses 3 Finance costs 3 Salaries and employee benefits expense Consultants benefits expense Lease expenses Insurance expense Other expenses PROFIT BEFORE INCOME TAX EXPENSE INCOME TAX EXPENSE 4 PROFIT AFTER INCOME TAX EXPENSE NET PROFIT NET PROFIT ATTRIBUTABLE TO MEMBERS OF CPT GLOBAL LIMITED 20 Basic earnings per share (cents per share) 27 Diluted earnings per share (cents per share) 27 Franked dividends per share (cents per share) 5 |
41,419 1,310 (1,310) (168) (21) (2,718) (30,048) (413) (275) **(3,414) ** |
31,149 36,642 29,205 1,522 181 443 (1,522) (181 ) (443) (121) (132) (120) (2) (18) (5) (2,273) (2,540) (2,018) (22,182) (26,858) (21,041) (398) (404) (389) (249) (267) (237) (2,738) (2,082) (2,304) |
| 4,362 **(1,355) ** |
3,186 4,341 3,091 (1,133) (1,319) (927) |
|
| 3,007 | 2,053 3,022 2,164 |
|
| 3,007 | 2,053 3,022 2,164 |
|
| 3,007 | 2,053 3,022 2,164 |
|
| 8.45 8.40 7.75 |
5.76 5.76 6.0 |
The Income Statement is to be read in conjunction with the Notes to the Financial Statements.
22
CPT Global Limited and Controlled Entities - Annual Report
Consolidated Balance Sheet
| Consolidated Balance Sheet | ||
|---|---|---|
| AT 30 JUNE 2007 Notes |
Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 |
|
| CURRENT ASSETS Cash and cash equivalents 6 Trade and other receivables 7 Inventories 8 Other current assets 9 TOTAL CURRENT ASSETS NON-CURRENT ASSETS Trade and other receivables 7 Deferred tax assets 16 Other financial assets 10 Property, plant and equipment 12 Intangible assets 13 TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables 14 Financial liabilities 15 Current tax liabilities 16 Other 17 TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Other long term provisions 18 TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Parent entity interest • Issued capital 19 • Reserves 20 • Retained earnings 20 Total parent entity interest in equity TOTAL EQUITY |
842 8,446 4,416 799 |
2,498 - 2,036 5,309 12,200 6,822 3,101 470 646 270 406 212 |
| 14,503 | 11,178 13,076 9,716 |
|
| - 261 - 469 9,834 |
- - 659 145 261 145 - 730 730 204 416 205 9,809 9,204 9,178 |
|
| 10,564 | 10,158 10,611 10,917 |
|
| 25,067 | 21,336 23,687 20,633 |
|
| 4,456 445 990 1,418 |
3,037 3,947 2,812 - 445 - 604 765 379 1,042 977 1,051 |
|
| 7,309 | 4,683 6,134 4,242 |
|
| 76 | 46 76 46 |
|
| 76 | 46 76 46 |
|
| 7,385 | 4,729 6,210 4,288 |
|
| 17,682 | 16,607 17,477 16,345 |
|
| 12,075 413 5,194 |
12,075 12,075 12,075 40 415 - 4,492 4,987 4,270 |
|
| 17,682 | 16,607 17,477 16,345 |
|
| 17,682 | 16,607 17,477 16,345 |
The Balance Sheet is to be read in conjunction with the Notes to the Financial Statements.
23
CPT Global Limited and Controlled Entities - Annual Report
Consolidated Statement of Changes in Equity
| YEAR ENDED 30 JUNE 2007 Economic Entity Balance at 1 July 2005 Profit attributable to members of parent entity Transfers to and from exchange reserve Sub-total Dividends paid or provided for Balance as at 30 June 2006 Balance at 1 July 2006 Profit attributable to members of parent entity Share based payments Transfers to and from exchange reserve Sub-total Dividends paid or provided for Balance as at 30 June 2007 Parent Entity Balance at 1 July 2005 Profit attributable to members of parent entity Sub-total Dividends paid or provided for Balance as at 30 June 2006 Balance at 1 July 2006 Profit attributable to members of parent entity Share based payments Sub-total Dividends paid or provided for Balance as at 30 June 2007 |
$'000 Issued capital Ordinary |
$'000 $'000 $'000 Retained Equity Foreign Currency Translation Earnings Reserve Reserve |
$'000 Total |
|---|---|---|---|
| 12,075 - - |
4,421 - 25 2,053 - - - - 15 |
16,521 2,053 15 |
|
| 12,075 - |
6,474 - 40 (1,982) - - |
18,589 (1,982) |
|
| 12,075 | 4,492 - 40 |
16,607 | |
| 12,075 - - - |
4,492 - 40 3,007 - - - 415 - - - (42) |
16,607 3,007 415 (42) |
|
| 12,075 - |
7,499 415 (2) (2,305) - - |
19,987 (2,305) |
|
| 12,075 | 5,194 415 (2) |
17,682 | |
| $'000 Issued capital Ordinary |
$'000 $'000 Retained Equity Earnings Reserve 4,088 - 2,164 - 6,252 - (1,982) - 4,270 - 4,270 - 3,022 - - 415 7,292 415 (2,305) - 4,987 415 |
$'000 Total |
|
| 12,075 - |
16,163 2,164 |
||
| 12,075 - |
18,327 (1,982) |
||
| 12,075 | 16,345 | ||
| 12,075 - - |
16,345 3,022 415 |
||
| 12,075 - |
19,782 (2,305) |
||
| 12,075 | 17,477 |
The Statement of Changes in Equity is to be read in conjunction with the Notes to the Financial Statements.
24
CPT Global Limited and Controlled Entities - Annual Report
Consolidated Cash Flow Statement
| YEAR ENDED 30 JUNE 2007 Notes |
Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 |
|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers and employees Interest received Finance costs Income tax paid NET CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES 21(a) CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of property, plant and equipment, software Purchase of property, plant and equipment, software NET CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from borrowings - other Repayments of borrowings - other Payment of dividends on ordinary shares NET CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES NET INCREASE/(DECREASE) IN CASH HELD Add opening cash brought forward Effects of exchange rate changes on cash CLOSING CASH CARRIED FORWARD 6 |
38,530 32,130 33,074 29,172 (36,760) (28,902) (31,813) (25,888) 41 61 94 108 (21) (1) (18) (5) (1,086) (1,015) (1,050) (1,027) |
| 704 2,273 287 2,360 |
|
| - 2 - 2 (457) (51) (369) (51) |
|
| (457) (49) (369) (49) |
|
| 97 - 97 - - - (93) (171) (2,305) (1,982) (2,305) (1,982) |
|
| (2,208) (1,982) (2,301) (2,153) |
|
| (1,961) 242 (2,383) 158 2,498 2,241 2,036 1,878 (42) 15 - - |
|
| 495 2,498 (347) 2,036 |
The Cash Flow Statement is to be read in conjunction with the Notes to the Financial Statements.
25
CPT Global Limited and Controlled Entities - Annual Report
Notes to the Financial Statements
YEAR ENDED 30 JUNE 2007
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements are a general purpose financial report prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards, Australian Accounting Interpretations and other authoritative pronouncements of the Australian Accounting Standards Board.
The financial report covers the economic entity of CPT Global Limited and Controlled Entities, and CPT Global Limited as an individual parent entity. CPT Global Limited is a listed public company, incorporated and domiciled in Australia.
The financial report of CPT Global Limited and Controlled Entities, and CPT Global Limited as an individual parent entity comply with all Australian equivalents to International Financial Reporting Standards (AIFRS) in their entirety.
The following is a summary of the material accounting policies adopted by the economic entity in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.
Basis of Preparation
The accounting policies set out below have been consistently applied to all years presented.
Reporting Basis and Conventions
The financial report has been prepared on an accruals basis and is based on historical costs and does not take into account changing money values or, except where stated, current valuations of non current assets. Cost is based on the fair values of the consideration given in exchange for assets.
Accounting Policies
(a) Principles of consolidation
The consolidated financial statements are those of the consolidated entity, comprising CPT Global Limited (the parent entity) and all entities which CPT Global Limited controlled from time to time during the year and at balance date. A list of controlled entities is contained in Note 11 to the financial statements. All controlled entities have a June financial year-end.
Information from the financial statements of subsidiaries is included from the date the parent company obtains control until such time as control ceases. Where there is loss of control of a subsidiary, the consolidated financial statements include the results for the part of the reporting period during which the parent company has control.
The financial statements of subsidiaries are prepared for the same reporting period as the parent entity, using consistent accounting policies. Adjustments are made to bring into line any dissimilar accounting policies which may exist.
All inter-company balances and transactions, including unrealised profits arising from intra-group transactions, have been eliminated in full. Unrealised losses are eliminated unless costs cannot be recovered.
26
CPT Global Limited and Controlled Entities - Annual Report
Notes to the Financial Statements
YEAR ENDED 30 JUNE 2007
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(b) Income Tax
The charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowable items. It is calculated using tax rates that have been enacted or are substantively enacted at the balance sheet date.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.
Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.
The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the economic entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.
(c) Foreign Currency Transactions and Balances
Functional and presentation currency
The functional currency of each of the group’s entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity’s functional and presentation currency.
Transaction and balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items are recognised in the income statement, except where they are deferred in equity as a qualifying cash flow or net investment hedge.
Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the fair value gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in the income statement.
Group companies
The financial results and position of foreign operations whose functional currency is different from the group’s presentation currency are translated as follows:
Assets and liabilities are translated at year-end exchange rates prevailing at that reporting date. Income and expenses are translated at average exchange rates for the period. Retained earnings are translated at the exchange rates prevailing at the date of the transaction.
Exchange differences arising on translation of foreign operations are transferred directly to the group’s foreign currency translation reserve in the balance sheet. These differences are recognised in the income statement in the period in which the operation is disposed.
27
CPT Global Limited and Controlled Entities - Annual Report
Notes to the Financial Statements
YEAR ENDED 30 JUNE 2007
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(d) Leases
Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership, is transferred to entities in the consolidated group, are classified as finance leases.
Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.
Lease assets are depreciated on a straight line basis over the shorter of their estimated useful lives or the lease term.
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.
Lease incentives under operating leases are recognised as liability and amortised on a straight-line basis over the life of the lease term.
(e) Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short term borrowings in current liabilities on the balance sheet.
(f) Financial Instruments
Recognition
Financial instruments are initially measured at fair value on trade date, which includes transaction costs for financial assets or liabilities not at fair value through the profit and loss, when the related contractual rights or obligations exist. Subsequent to initial recognition these instruments are measured as set out below.
Financial assets at fair value through profit and loss
A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management and within the requirement of AASB 139: Financial Instruments; Recognition and Measurement. Derivatives are also recognised as held for trading unless they are designated as hedges. Realised and unrealised gains and losses arising from changes in the fair value of these assets are included in the income statement in the period in which they arise.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are stated at amortised cost using the effective interest rate method.
Held-to-maturity investments
These investments have fixed maturities, and it is the group’s intention to hold these investments to maturity. Any held-to-maturity investments held by the group are stated at amortised cost using the effective interest rate method.
Available-for-sale financial assets
Available for sale financial assets include any financial assets not included in the above categories. Available for sale assets are reflected at fair value. Unrealised gains and losses arising from changes in fair value are taken directly to equity.
Financial liabilities
Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortisation.
Fair value
Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar instruments and option pricing models.
Impairment
At each reporting date, the group assess whether there is objective evidence that a financial instrument has been impaired. In the case of available-for sale financial instruments, a prolonged decline in the value of the instrument is considered to determine whether impairment has arisen. Impairment losses are recognised in the income statement.
28
CPT Global Limited and Controlled Entities - Annual Report
Notes to the Financial Statements
YEAR ENDED 30 JUNE 2007
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(g) Receivables
Trade receivables are recognised and carried at the fair value of the amounts to be received less impairment for any uncollectible debts. An estimate for impairment of doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written-off as incurred.
Receivables from related parties are recognised and carried at the principal amount due. Interest, when charged, is recognised as income on an accrual basis.
(h) Inventories
Work in progress is valued at cost plus profit recognised to date less any provision for anticipated future losses. Cost includes both variable and fixed costs relating to specific contracts, and those costs that are attributable to the contract activity in general and that can be allocated on a reasonable basis.
Profits are recognised on the stage of completion basis measured using the proportion of costs incurred to date as compared to expected total costs. Where losses are anticipated they are provided for in full.
Revenue has been recognised on the basis of the terms of the contract adjusted for any variations or claims allowable under the contract.
(i) Property, plant and equipment
Plant and equipment are 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 these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.
Plant and Equipment
Depreciation
The depreciable amount of all fixed assets including building and capitalised lease assets, but excluding freehold land, is depreciated on a straight line basis over their useful lives to the consolidated group commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements
The depreciation rates used for each class of depreciable assets are:
| Class of Fixed Asset: | Depreciation Rate |
|---|---|
| Fixtures Fittings and Equipment | 22.5% to 50% |
| Leasehold Improvements | 20% |
| Motor Vehicles | 12% to 20% |
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income statement. When revalued assets are sold, amounts included in the revaluation reserve relating to that asset are transferred to retained earnings.
29
CPT Global Limited and Controlled Entities - Annual Report
Notes to the Financial Statements
YEAR ENDED 30 JUNE 2007
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(j) Intangibles
Goodwill
Goodwill and goodwill on consolidation are initially recorded at the amount by which the purchase price for a business or for an ownership interest in a controlled entity exceeds the fair value attributed to its net assets at date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in investments in associates. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
(k) Impairment of Assets
At each reporting date, the group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell or value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the income statement.
Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.
Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
(l) Payables
Liabilities for trade creditors and other amounts are carried at cost which is the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the consolidated entity.
Payables to related parties are carried at the principal amount. Interest, when charged by the lender, is recognised as an expense on an accrual basis.
Deferred cash settlements are recognised at the present value of the outstanding consideration payable on the acquisition of an asset discounted at prevailing commercial borrowing rates.
(m) Provisions
Provisions are recognised when the economic entity has a legal, equitable or constructive obligation to make a future sacrifice of economic benefits to other entities as a result of past transactions or other past events, it is probable that a future sacrifice of economic benefits will be required and a reliable estimate can be made of the amount of the obligation.
A provision for dividends is not recognised as a liability unless the dividends are declared, determined or publicly recommended on or before the reporting date.
30
CPT Global Limited and Controlled Entities - Annual Report
Notes to the Financial Statements
YEAR ENDED 30 JUNE 2007
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(n) Issued Capital
Issued and paid up capital is recognised at the fair value of the consideration received by the company.
Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received.
(o) Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the entity and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:
Sale of Goods
Control of the goods has passed to the buyer.
Rendering of Services
Where the contract outcome can be reliably measured, control of the right to be compensated for the services and the stage of completion can be reliably measured. Stage of completion is measured by reference to the labour hours incurred to date as a percentage of total estimated labour hours for each contract.
Where the contract outcome cannot be reliably measured, revenue is recognised only to the extent that costs have been incurred.
Interest
Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.
(p) Consumption Taxes (GST and VAT)
Revenues, expenses and assets are recognised net of the amount of GST and VAT except:
-
where the GST and VAT incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST and VAT is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
-
receivables and payables are stated with the amount of GST and VAT included.
The net amount of GST and VAT recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Balance Sheet.
Cash flows are included in the Cash Flow Statement on a gross basis and the GST and VAT component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority, are classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST and VAT recoverable from, or payable to, the taxation authority.
31
CPT Global Limited and Controlled Entities - Annual Report
Notes to the Financial Statements
YEAR ENDED 30 JUNE 2007
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(q) Employee benefits
Provision is made for employee benefits accumulated as a result of employees rendering services up to the reporting date. These benefits include wages and salaries, annual leave and long service leave.
Liabilities arising in respect of wages and salaries, annual 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. In determining the present value of future cash outflows, the market yield as at the reporting date on national government bonds, which have terms to maturity approximating the terms of the related liability, are used.
Employee benefit expenses and revenues arising in respect of the following categories:
-
wages and salaries, non-monetary benefits, annual leave, long service leave, sick leave and other leave benefits; and
-
other types of employee benefits
are charged against profits on a net basis in their respective categories.
In respect of the consolidated entity’s contributions to superannuation plans, any contributions made to the superannuation funds by entities within the consolidated entity are charged against profits when due.
The group operates a number of share-based compensation plans. These include both a share option arrangement and an employee share scheme. The bonus element over the exercise price of the employee services rendered in exchange for the grant of shares and options is recognised as an expense in the income statement. The total amount to be expensed over the vesting period is determined by reference to the fair value of the shares of the options granted.
(r) Earnings per share
Basic EPS is calculated as net profit attributable to members, adjusted to exclude costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element.
Diluted EPS is calculated as net profit attributable to members, adjusted for:
-
costs of servicing equity (other than dividends) and preference share dividends;
-
the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and
-
other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares;
-
divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.
(s) Government Grants
Government grants are recognised at fair value where there is reasonable assurance that the grant will be received and all grant conditions will be met.
Grants relating to expense items are recognised as income over the periods necessary to match the grant to the cost they are compensating.
Grants relating to assets are credited to deferred income at fair value and are credited to income over the expected useful life of the asset on a straight-line basis.
32
CPT Global Limited and Controlled Entities - Annual Report
Notes to the Financial Statements
YEAR ENDED 30 JUNE 2007
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(t) Comparatives
Where necessary, comparatives have been reclassified and repositioned for consistency with current year disclosures.
(u) Rounding of Amounts
The parent entity has applied the relief available to it under ASIC Class Order 98/100 and accordingly, amounts in the financial report and directors’ report have been rounded off to the nearest $1,000.
(v) Critical Accounting Estimates and Judgments
The directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the group.
Key Estimates - Impairment
The group assesses impairment at each reporting date by evaluating conditions specific to the group that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value-inuse calculations performed in assessing recoverable amounts incorporate a number of key estimates.
No impairment has been recognised in respect of goodwill for the year ended 30 June 2007. Should the projected turnover figures be outside the budgeted figures incorporated in the value-in-use calculations, an impairment loss would be recognised up to the maximum carrying value of goodwill at 30 June 2007, amounting to $9,659,000.
The following key assumptions were used in determining the recoverable amount of goodwill:
| Pre-tax | discount rate | Terminal | value growth | |
|---|---|---|---|---|
| rate | ||||
| 30 June | 30 June | 30 June | 30 June |
|
| 2007 | 2006 | 2007 | 2006 |
|
| CPT Global Limited | 20% | 20% | 6% | 6% |
| CPT Global Ltd (UK) | 20% | 20% | 7% | 7% |
| CPT Global GmbH (Germany) | 20% | 20% | 6% | 6% |
| CPT Global Inc (USA) | 20% | 20% | 7% | 7% |
For further information on key estimates refer to Note 13: Intangibles and Note 24: Share-based payments.
33
CPT Global Limited and Controlled Entities - Annual Report
Notes to the Financial Statements
YEAR ENDED 30 JUNE 2007
| 2. | REVENUE |
|---|---|
| Sales Revenue | |
| � | sale of goods |
| � | services revenue |
| Other income | |
| � | rent received |
| � | interest received |
| � | other income |
| Total revenues | |
| (b) | Interest revenue from: |
| � | other persons/corporations |
| � | wholly owned controlled entities |
| Total interest revenue |
| Note 2(b) |
Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 94 29 - - 41,224 30,891 36,488 28,915 20 24 20 24 41 61 94 108 40 144 40 158 |
|
| 41,419 | 31,149 36,642 29,205 |
|
| 41 - |
61 38 56 - 56 52 |
|
| 41 | 61 94 108 |
| 3. PROFIT FOR THE YEAR (a) Expenses Depreciation and amortisation of non-current assets Plant and equipment, software Finance costs Bad and doubtful debts - trade receivables Minimum lease payments - operating lease Superannuation contributions (b) Losses/(gains) Net loss/(gain) on disposal of property, plant and equipment Net foreign currency (gains)/losses |
Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 168 121 132 120 |
Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 168 121 132 120 |
|---|---|---|
| 21 - 404 77 - 450 |
2 18 5 121 - - 398 404 389 81 76 80 (1) - (1) 13 (12) - |
34
CPT Global Limited and Controlled Entities - Annual Report
Notes to the Financial Statements
YEAR ENDED 30 JUNE 2007
| 4. INCOME TAX EXPENSE Notes (a) Tax expense comprises: Current tax Deferred tax 17 Under (over)provision in respect of prior year The prima facie tax on profit before income tax is reconciled to the income tax as follows: Prima facie tax on profit before income tax at 30% (2006: 30%) Tax effect of • Tax on overseas income at a different rate • Other non-allowable items • Current year tax losses unavailable for offset Under/(over) provision of previous year Income tax expense attributable to the entity The applicable weighted average effective tax rates are as follows: |
Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 1,458 1,129 1,422 975 (103) (34) (103) (34) - 38 - (14) |
Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 1,458 1,129 1,422 975 (103) (34) (103) (34) - 38 - (14) |
|---|---|---|
| 1,355 | 1,133 1,319 927 |
|
| 1,309 (7) 18 35 - |
955 1,302 926 48 - - 32 17 15 60 - (14) 38 - - |
|
| 1,355 | 1,133 1,319 927 |
|
| 31% | 36% 30% 30% |
The decrease in the weighted average effective consolidated tax rate for 2007 is a result of a greater proportion of group profits arising in lower tax jurisdictions.
5. DIVIDENDS PAID OR PROVIDED FOR ON ORDINARY SHARES
| 5. DIVIDENDS PAID OR PROVIDED FOR ON |
|
|---|---|
| ORDINARY SHARES (a) Dividends paid during the year Current year interim Franked dividends (3.25c per share) (2006: 2.75c per share) Previous year final Franked dividends (3.25c per share) (2006: 3.0c per share) |
Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 1,149 948 1,149 948 1,156 1,034 1,156 1,034 |
| 2,305 1,982 2,305 1,982 |
35
CPT Global Limited and Controlled Entities - Annual Report
Notes to the Financial Statements
YEAR ENDED 30 JUNE 2007
5. DIVIDENDS PAID OR PROVIDED FOR ON ORDINARY SHARES (continued)
| 5. DIVIDENDS PAID OR PROVIDED FOR ON |
|||
|---|---|---|---|
| ORDINARY SHARES (continued) (b) Dividends proposed and not recognised as a liability • Franked dividends (4.5c per share) (2006: 3.25c per share) (c) Franking credit balance Balance of franking account at year end adjusted for franking credits arising from: • Payment of provision for income tax • Franking debits arising from payment of proposed dividends Subsequent to year end, the franking account would be reduced by the proposed dividend reflected in Note 5(b) as follows: |
Economic Entity 2007 2006 $'000 $'000 1,600 1,120 |
Parent Entity 2007 2006 $'000 $'000 1,689 1,120 |
|
| 2,341 1,933 (686) (480) |
|||
| 1,655 1,453 |
The tax rate at which paid dividends have been franked is 30% (2006: 30%). Dividends proposed will be franked at the rate of 30% (2006: 30%).
6. CASH AND CASH EQUIVALENTS
| 6. CASH AND CASH EQUIVALENTS Cash at bank and in hand Reconciliation of cash Cash at the end of the financial year as shown in the cash flow statement is reconciled to items in the balance sheet as follows: Cash and cash equivalents Bank overdrafts |
Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 842 2,498 - 2,036 |
| 842 2,498 - 2,036 (347) - (347) - |
|
| 495 2,498 (347) 2,036 |
36
CPT Global Limited and Controlled Entities - Annual Report
Notes to the Financial Statements
YEAR ENDED 30 JUNE 2007
7. TRADE AND OTHER RECEIVABLES
| 7. TRADE AND OTHER RECEIVABLES Notes CURRENT Trade receivables 7(a) Impairment for doubtful receivables Other receivables 7(a) Amounts receivable from related parties NON CURRENT Amounts receivable from related parties |
Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 8,618 5,432 11,392 4,712 (227) (240) - - |
|
| 8,391 55 - |
5,192 11,392 4,712 117 55 114 - 753 1,996 |
|
| 8,446 | 5,309 12,200 6,822 |
|
| - | - - 659 |
|
| - | - - 659 |
(a) Terms and conditions
-
(i) Trade receivables are non-interest bearing and generally on 30 day terms.
-
(ii) Sundry and other receivables are non-interest bearing and have repayment terms between 30 and 90 days.
8. INVENTORIES (CURRENT)
| 8. INVENTORIES (CURRENT) Work-in-progress At cost and net realisable value Other inventory At cost and net realisable value Total inventories at cost and net realisable value 9. OTHER CURRENT ASSETS Prepayments Other current assets |
Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 4,404 3,094 458 639 12 7 12 7 |
|---|---|
| 4,416 3,101 470 646 |
|
| Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 107 126 90 116 692 144 316 96 |
|
| 799 270 406 212 |
10. OTHER FINANCIAL ASSETS (NON-CURRENT)
| 10. OTHER FINANCIAL ASSETS (NON-CURRENT) | Notes | Economic | Entity | Parent | Entity |
| 2007 | 2006 | 2007 | 2006 | ||
| Investments at cost comprise: | $'000 | $'000 | $'000 | $'000 | |
| Shares | |||||
| • Controlled entities - unlisted |
11 | - | - | 730 | 730 |
37
CPT Global Limited and Controlled Entities - Annual Report
Notes to the Financial Statements
YEAR ENDED 30 JUNE 2007
11. INTERESTS IN SUBSIDIARIES
| 11. INTERESTS IN SUBSIDIARIES | |||
|---|---|---|---|
| Country of | Percentage of equity interest held | ||
| Name | incorporation | by the consolidated entity* | |
| 2007 | 2006 | ||
| % | % | ||
| CPT Global Ltd | United Kingdom | 100 | 100 |
| CPT Global GmbH | Germany | 100 | 100 |
| CPT Global Inc | USA | 100 | 100 |
| Deakin Consulting Pty Ltd | Australia | 100 | 100 |
| CPT Global Consulting Pty Ltd | Australia | 100 | 100 |
Percentage of equity interest held by the consolidated entity*
- The percentage of voting power is proportional to ownership.
12. PROPERTY, PLANT AND EQUIPMENT
| 12. PROPERTY, PLANT AND EQUIPMENT Notes Motor vehicles At cost Accumulated depreciation 13(a) Office equipment At cost Accumulated depreciation 13(a) Furniture, fixtures and fittings At cost Accumulated depreciation 13(a) Improvements At cost Accumulated depreciation 13(a) Total plant and equipment Total property, plant and equipment Cost Accumulated depreciation Total written down amount |
Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 69 - - - (32) - - - |
| 37 - - - |
|
| 882 654 865 654 (614) (534) (612) (534) |
|
| 268 120 253 120 |
|
| 204 184 196 178 (138) (131) (131) (124) |
|
| 66 53 65 54 |
|
| 167 91 167 91 (70) (60) (70) (60) |
|
| 97 31 97 31 |
|
| 468 204 415 205 |
|
| 1,322 929 1,228 923 (854) (725) (813) (718) |
|
| 468 204 415 205 |
38
CPT Global Limited and Controlled Entities - Annual Report
Notes to the Financial Statements
YEAR ENDED 30 JUNE 2007
| 12. PROPERTY, PLANT AND EQUIPMENT (continued) (a) Reconciliations Reconciliations of the carrying amounts of property, plant and equipment at the beginning and end of the current financial year. Motor vehicles Carrying amount at beginning Additions Depreciation expense Office equipment Carrying amount at beginning Additions Disposals Depreciation expense Furniture, fixtures and fittings Carrying amount at beginning Additions Depreciation expense Improvements Carrying amount at beginning Additions Depreciation expense |
Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 - - - - 69 - - - (32) - - - |
|---|---|
| 37 - - - |
|
| 120 146 120 146 228 42 211 42 - (5) - (5) (80) (63) (78) (63) |
|
| 268 120 253 120 |
|
| 53 55 54 54 20 5 20 6 (7) (7) (7) (6) |
|
| 66 53 67 54 |
|
| 31 37 31 37 76 2 76 2 (10) (8) (10) (8) |
|
| 97 31 97 31 |
39
CPT Global Limited and Controlled Entities - Annual Report
Notes to the Financial Statements
YEAR ENDED 30 JUNE 2007
13. INTANGIBLE ASSETS
| 13. INTANGIBLE ASSETS Goodwill at cost Intellectual Property at cost Software Cost Accumulated amortisation and impairment Total software Total intangible assets Year ended 30 June 2006 Economic Entity Balance at the beginning of the year Additions Disposals Amortisation charge Parent Entity Balance at the beginning of the year Additions Disposals Amortisation charge Year ended 30 June 2007 Economic Entity Balance at the beginning of the year Additions Disposals Amortisation charge Parent Entity Balance at the beginning of the year Additions Disposals Amortisation charge |
Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 9,659 9,659 9,030 9,030 75 75 75 75 270 208 267 205 (170) (133) (168) (132) |
Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 9,659 9,659 9,030 9,030 75 75 75 75 270 208 267 205 (170) (133) (168) (132) |
|---|---|---|
| 100 | 75 99 73 |
|
| 9,834 | 9,809 9,204 9,178 |
|
| Goodwill Intellectual Property Software $'000 $'000 $'000 9,659 75 112 - - - - - - - - (37) |
||
| 9,659 75 75 |
||
| 9,030 75 110 - - 5 - - - - - (42) |
||
| 9,030 75 73 |
||
| 9,659 75 75 - - 62 - - - - - (37) |
||
| 9,659 75 100 |
||
| 9,030 75 73 - - 62 - - - - - (36) |
||
| 9,030 75 99 |
Intangible assets other than goodwill and intellectual property have finite useful lives. The current amortisation charges for intangible assets are included under depreciation and amortisation expense per the income statement. Goodwill and intellectual property have indefinite useful lives. These have been assessed as having indefinite useful lives because these intangible assets arose on the acquisitions of business purchased as going concerns. These businesses continue to be operated within the CPT Global Group and there are no plans to cease any part of these operations.
Goodwill is allocated to cash-generating units, based on the individual companies within the CPT Group.
The recoverable amount of the cash-generating unit is determined based on value-in-use calculations. Value-in-use is calculated based on the present value of the projected cash flows from that cash-generating unit in perpetuity, with the period extending beyond 4 years extrapolated using an estimated growth rate. The cash flows are discounted using the company’s weighted average cost of capital.
The assumptions used in the value-in-use calculations are detailed in Note 1(v).
Management has based the value-in-use calculations on budgets and estimates for each group company. These estimates are consistent with past actual outcomes. Discount rates are pre-tax and reflect the risks associated with a particular group company.
40
CPT Global Limited and Controlled Entities - Annual Report
Notes to the Financial Statements
YEAR ENDED 30 JUNE 2007
| 14. TRADE AND OTHER PAYABLES (CURRENT) Trade payables Other payables Amounts due to related parties |
Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 3,857 2,695 3,221 2,441 599 342 599 340 - - 127 31 |
|---|---|
| 4,456 3,037 3,947 2,812 |
15. FINANCIAL LIABILITIES (CURRENT)
| 15. FINANCIAL LIABILITIES (CURRENT) Secured liabilities Bank overdrafts Lease Liability |
Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 347 - 347 - 98 - 98 - |
|---|---|
| 445 - 445 - |
The bank overdraft of the parent entity is secured by a registered first mortgage over certain assets of the company. Interest is charged at 0.75% above the ANZ reference rate.
16. TAX
| 16. TAX (a) Liabilities CURRENT Income tax (b) Assets Deferred tax assets comprise: Provisions (c) Reconciliation of deferred tax assets Provisions Opening balance Credited to the income statement Closing balance |
Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 990 604 765 379 |
| 261 145 261 145 |
|
| 145 111 145 111 116 34 116 34 |
|
| 261 145 261 145 |
The future income tax benefit of the deferred tax assets will only be realised if the conditions of deductibility set out in Note 1(c) occur.
17. OTHER CURRENT LIABILITIES
| 17. OTHER CURRENT LIABILITIES Accrued expenses Deferred revenue Other current liabilities |
Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 1,099 451 658 429 137 499 137 499 182 92 182 123 |
|---|---|
| 1,418 1,042 977 1,051 |
41
CPT Global Limited and Controlled Entities - Annual Report
Notes to the Financial Statements
YEAR ENDED 30 JUNE 2007
| 18. PROVISIONS (NON-CURRENT) Long-term employee benefits Balance at 1 July 2006 Additional provisions Balance at 30 June 2007 |
Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 46 21 46 21 30 25 30 25 |
|---|---|
| 76 46 76 46 |
A provision has been recognised for employee entitlements relating to long service leave. In calculating the present value of future cash flows in respect of long service leave, the probability of long service leave being taken is based on historical data. The measurement and recognition criteria relating to employee benefits have been included in Note 1.
| 19. ISSUED CAPITAL (a) Issued and paid up capital 35,566,364 (2006: 34,466,364) fully paid ordinary shares (b) Movements in shares on issue |
Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 12,075 12,075 12,075 12,075 |
Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 12,075 12,075 12,075 12,075 |
|---|---|---|
| 12,075 | 12,075 12,075 12,075 |
|
| 2007 2006 Number of shares $'000 Number of shares $'000 |
||
| Beginning of the financial year Shares issued under ESOP Performance shares issued to executive directors End of the financial year |
34,466,364 12,075 34,466,364 12,075 900,000 - - - 200,000 - - - |
|
| 35,566,364 12,075 34,466,364 12,075 |
-
(i) Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. At shareholders’ meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands. During the year ended 30th June 2007 no ordinary shares were bought back under the on market buyback.
-
(ii) The on market buyback commenced on the 27[th] August 2002 with 3,000,000 shares being the maximum to be bought back of which 2,413,905 were outstanding as at 30 June 2007.
42
CPT Global Limited and Controlled Entities - Annual Report
Notes to the Financial Statements
YEAR ENDED 30 JUNE 2007
20. RESERVES AND RETAINED EARNINGS
| 20. RESERVES AND RETAINED EARNINGS Notes Foreign currency translation 20(a) Equity reserve 20(b) Retained earnings 20(c) (a) Foreign currency translation (i) Nature and purpose of reserve The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign operations. (ii) Movements in reserve Balance at beginning of year Gain (loss) on translation of overseas controlled entities Balance at end of year (b) Equity reserve (i) Nature and purpose of reserve The equity reserve is a non-distributable reserve used to record share based payment expense. (ii) Movements in reserve Balance at beginning of year Share based payment expense Balance at end of year (c) Retained earnings Balance at the beginning of year Net profit attributable to members of CPT Global Limited Total available for appropriation Dividends provided for or paid Balance at end of year |
Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 (2) 40 - - 415 - 415 - 5,194 4,492 4,987 4,270 |
|
| 40 **(42) ** |
25 - - 15 - - |
|
| (2) - 415 |
40 - - - - - - 415 - |
|
| 415 4,492 3,007 |
- 415 - 4,421 4,270 4,088 2,053 3,022 2,164 |
|
| 7,499 **(2,305) ** |
6,474 7,292 6,252 (1,982) (2,305) (1,982) |
|
| 5,194 | 4,492 4,987 4,270 |
43
CPT Global Limited and Controlled Entities - Annual Report
Notes to the Financial Statements
YEAR ENDED 30 JUNE 2007
| 21. CASH FLOW INFORMATION (a) Reconciliation of the net profit after tax to the net cash flows from operations Net profit Non-Cash Items Depreciation and amortisation of non-current assets Share based payments Net (profit)/loss on disposal of property, plant and equipment Changes in assets and liabilities (Increase)/decrease in trade and other receivables (Increase)/decrease in inventory (Increase)/decrease in prepayments (Decrease)/increase in trade and other creditors (Decrease)/increase in tax provision (Decrease)/increase in deferred tax (Decrease)/increase in employee entitlements Net cash flow from operating activities |
Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 3,007 2,053 3,022 2,164 168 121 132 120 415 - 415 - (1) - (1) (3,567) 811 (4,761) (277) (1,315) (1,519) 175 (440) 19 217 26 217 1,534 327 833 530 385 151 386 (66) (117) (34) (117) (34) 175 147 176 147 |
Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 3,007 2,053 3,022 2,164 168 121 132 120 415 - 415 - (1) - (1) (3,567) 811 (4,761) (277) (1,315) (1,519) 175 (440) 19 217 26 217 1,534 327 833 530 385 151 386 (66) (117) (34) (117) (34) 175 147 176 147 |
|---|---|---|
| 704 | 2,273 287 2,360 |
There were no acquisitions or disposals in the 2007 financial year.
44
CPT Global Limited and Controlled Entities - Annual Report
Notes to the Financial Statements
YEAR ENDED 30 JUNE 2007
| 22. EXPENDITURE COMMITMENTS (a) Lease expenditure commitments (i) Finance leases Minimum lease payments � not later than one year � later than one year and not later than five years � later than five years Minimum lease payments Less future finance charges (ii) Operating leases (non-cancellable): Minimum lease payments • not later than one year • later than one year and not later than five years � later than five years Aggregate lease expenditure contracted for at reporting date Aggregate expenditure commitments comprise: Aggregate lease expenditure contracted for at reporting date |
Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 - - - - 29 - 29 - - - - - |
Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 - - - - 29 - 29 - - - - - |
|---|---|---|
| 29 (8) |
- 29 - - (8) - |
|
| 21 | - 21 - |
|
| 91 164 - |
296 91 296 117 164 117 - - - |
|
| 255 | 413 255 413 |
|
| 255 | 413 255 413 |
Notes
(b) The finance leases on selected property, plant and equipment, which commenced in 2007, are part of a progressive drawdown facility, with a 60 month term, with lease payments made monthly in advance.
(c) The property leases are non-cancellable with terms ranging from 1 to 3 years. Rent is payable monthly in advance and the amounts disclosed do not include GST. Contingent rental provisions within the leases require the minimum lease payments to be increased by CPI on the anniversary of the lease agreement. No options exist to renew the leases.
23. EMPLOYEE BENEFITS AND SUPERANNUATION COMMITMENTS
| Employee Benefits The aggregate employee benefit liability is comprised of: Accrued wages, salaries and on costs Provisions (current) Provisions (non-current) |
Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 673 - 673 - 377 231 377 231 76 46 76 46 |
|---|---|
| 1,126 277 1,126 277 |
45
CPT Global Limited and Controlled Entities - Annual Report
Notes to the Financial Statements
YEAR ENDED 30 JUNE 2007
24. SHARE-BASED PAYMENTS
The following share-based payment arrangements existed at 30 June 2007:
On 18 October 2006, 900,000 share entitlements were granted to certain employees under the CPT Share and Option Incentive Plan to take up ordinary shares at an exercise price of nil. The fair value of these entitlements at the date of grant was $334,000. The fair value has been calculated using a Hull-White trinomial option pricing model using the following inputs:
rant was $334,000. The fair value has been ollowing inputs: |
calculated using a Hu |
|---|---|
| Weighted average exercise price | nil |
| Maximum life of option | 3 years |
| Underlying share price | $0.62 |
| Expected share price volatility | 24% |
| Risk free interest rate | 6% |
| Dividend yield | 10% |
Historic volatility has been used as a basis for determining expected share price volatility as it is assumed that this is indicative of future tender, which may not eventuate.
The shares are to be held in escrow and are transferable to the relevant employees in three equal tranches on 18 October 2007, 2008 and 2009. The shares hold voting and dividends rights, but are not transferable whilst held in escrow. At the reporting date, none of these share entitlements have lapsed or been transferred out of escrow. For the year ended 30 June 2007, $209,000 has been expensed in relation to these shares.
On 29 November 2006, at the Company’s Annual General Meeting, 600,000 performance shares were granted to executive directors to take up ordinary shares at an exercise price of $6 in total. The fair value of these performance shares at the date of grant was $304,000. The fair value has been calculated using a Hull-White trinomial option pricing model using the same inputs as used in the calculation of the fair value of share entitlements granted under the CPT Share and Option Incentive Plan.
The issue of these performance shares in three equal tranches is contingent upon the Company’s share price exceeding certain levels for specified periods between 30 November 2006 and 29 November 2009, as follows:
| No. of shares | |
|---|---|
| to be issued | Conditions which must be satisfied |
| 200,000 | The highest quoted (buy) price of CPT Global shares reaching or exceeding $0.90 for 5 |
| consecutive business days during the period 30 November 2006 to 29 November 2007 (both dates | |
| inclusive) | |
| 200,000 | The highest quoted (buy) price of CPT Global shares reaching or exceeding $1.10 for 5 |
| consecutive business days during the period 30 November 2007 to 29 November 2008 (both dates | |
| inclusive) | |
| 200,000 | The highest quoted (buy) price of CPT Global shares reaching or exceeding $1.30 for 5 |
| consecutive business days during the period 30 November 2009 to 29 November 2009 (both dates | |
| inclusive) |
On 4 December 2006 the share price criteria for the issuance of the first tranche of these performance shares were met. The market price at this date was $0.94. For the year ended 30 June 2007, $206,000 has been expensed in relation to these share options.
46
CPT Global Limited and Controlled Entities - Annual Report
Notes to the Financial Statements
YEAR ENDED 30 JUNE 2007
24. SHARE-BASED PAYMENTS (continued)
Information with respect to the number of options granted is as follows:
| Outstanding at the beginning of the year Granted Forfeited Exercised Expired Outstanding at year end |
Economic Entity Parent Entity 2007 2006 2007 2006 Number of options Weighted average exercise price $ Number of options Weighted average exercise price $ Number of options Weighted average exercise price $ Number of options Weighted average exercise price $ 200,000 1.00 550,000 1.00 200,000 1.00 550,000 1.00 600,000 0.00 - - 600,000 0.00 - - - - - - - - - - (200,000) 0.00 - - (200,000) 0.00 - - (100,000) 1.00 (350,000) 1.00 (100,000) 1.00 (350,000) 1.00 |
|---|---|
| 500,000 0.20 200,000 1.00 500,000 0.20 200,000 1.00 |
There are no other options granted by CPT Global Limited to any other party. Options do not confer on the holder any right to vote or participate on the dividends of the economic entity and are not transferable.
25. CONTINGENT LIABILITIES AND CONTINGENT ASSETS
(a) Contingent liabilities
Guarantees
CPT Global Limited has provided guarantees of $186,094 to third parties in relation to its performance and obligations in respect of property lease rentals and lease finance facilities. The guarantees are for the term of the facilities and leases. The guarantee for lease covers the period one to two years.
26. EVENTS AFTER THE BALANCE SHEET DATE
(a) On 24th August 2007 CPT Global Limited announced its intention to extend the on-market share buy back for a further twelve months until 27th August 2008. A maximum of 3,000,000 shares may be bought back during the buy back period, which will run from 27th August 2002 until 27th August 2008.
(b) The movement in the relative exchange rates between the Australian dollar and the US Dollar, Sterling and Euro since the year end has resulted in an unrealised foreign exchange gain of approximately $198,000 as at the date of this report.
(c) The financial report was authorised for issue on 29 August 2007 by the Board of Directors.
The financial effect of each of the above events has not been recognised.
47
CPT Global Limited and Controlled Entities - Annual Report
Notes to the Financial Statements
YEAR ENDED 30 JUNE 2007
27. EARNINGS PER SHARE
| 27. EARNINGS PER SHARE (a) The following reflects the income and share data used in the calculations of basic and diluted earnings per share: Net profit Adjustments: Earnings used in calculating basic and diluted earnings per share Weighted average number of ordinary shares used in calculating basic earnings per share Weighted average number of options outstanding Adjusted weighted average number of ordinary shares used in calculating diluted earnings per share |
2007 2006 $'000 $'000 3,007 2,053 - - |
|---|---|
| 3,007 2,053 |
|
| Number of shares Number of shares 35,566,364 35,566,364 238,336 - 35,804,700 35,566,364 |
28. AUDITORS' REMUNERATION
| ' | |||||
|---|---|---|---|---|---|
| 28. | AUDITORS REMUNERATION | Economic | Entity | Parent | Entity |
| 2007 | 2006 | 2007 | 2006 | ||
| Amounts received or due and receivable by Moore Stephens for: |
$'000 | $'000 | $'000 | $'000 | |
| • | an audit or review of the financial report of | ||||
| the entity and any other entity in the | |||||
| consolidated entity | 91 | 99 | 65 | 87 | |
| • | other services in relation to the entity and | ||||
| any other entity in the consolidated entity | |||||
| - tax compliance | 11 | 30 | - | - | |
| - other services | 14 | 22 | - | - |
29 . KEY MANAGEMENT PERSONNEL COMPENSATION
(a) Names and positions held of economic and parent entity key management personnel in office at any time during the financial year are:
Key Management Person
Fred S Grimwade Gerry Tuddenham Ian MacDonald Peter Wright Mark Carroll
Alan Mackenzie Kevin Akom
Position
Non-executive Chairman Managing Director (Company Secretary from 29[th] May to 3[rd] July 2007) Non-executive Director
Executive Director
Company Secretary, Chief Financial Officer and Chief Operating Officer (resigned 29[th] May 2007)
Technical Director CPT Global Ltd (UK) Southern Regional Manager
48
CPT Global Limited and Controlled Entities - Annual Report
Notes to the Financial Statements
YEAR ENDED 30 JUNE 2007
29. KEY MANAGEMENT PERSONNEL COMPENSATION (continued)
(b) Compensation Practices
The Remuneration and Nomination Committee of the Board of Directors is responsible for determining and reviewing compensation arrangements for the directors, the managing director and the executive team. The Remuneration and Nomination Committee assesses the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and executive team. Further details of the Remuneration Policy are included in the directors' report on page 13.
(c) Key Management Personnel Compensation
Details of key management personnel compensation are detailed in the Remuneration Report on page 14.
(d) Compensation Options
Options Granted As Compensation
| Balance at | Granted | Options | Options | Balance at | Vested at | Excer- | Vested | |
|---|---|---|---|---|---|---|---|---|
| beginning of | as | Exercised | Lapsed | end of | end of | cisable at | and un- | |
| period | Remune- | period | period | end of | exercised | |||
| ration | period | at end of | ||||||
| period | ||||||||
| 1 July | 30 June | 30 June | 30 June | 30 June | ||||
| 2006 | 2007 | 2007 | 2007 | 2007 | ||||
| Gerry Tuddenham | - | 300,000 | (100,000)1 | - | 200,000 | - | - | - |
| Peter Wright | 200,000 | 300,000 | (100,000)1 | (100,000) | 300,000 | 100,000 | 100,000 | 100,000 |
| Total | 200,000 | 600,000 | (200,000) | (100,000) | 500,000 | 100,000 | 100,000 | 100,000 |
Notes
- The exercise price of these options was $1 in total.
(e) Shareholdings
| Shares held in CPT Global Limited Fred S Grimwade Ian MacDonald Gerry Tuddenham Peter Wright Specified Executives Kevin Akom Alan Mackenzie |
Balance 1 July 2006 Granted as Remuneration On Exercise of Options Net Change Other Balance 30 June 2007 Ord Ord Ord Ord Ord |
|---|---|
| 718,200 - - - 718,200 272,511 - - 130,000 402,511 12,267,287 100,000 - (84,753) 12,282,534 164,500 100,000 - - 264,500 345,013 150,0001 - - 495,013 146,623 150,0001 - - 296,623 |
|
| Total | 13,914,134 500,000 - 45,247 14,459,381 |
Notes:
1 These shares were awarded under the CPT Share and Option Incentive Plan and are to be held in escrow and are transferable to the relevant employees in three equal tranches on 18 October 2007, 2008 and 2009.
49
CPT Global Limited and Controlled Entities - Annual Report
Notes to the Financial Statements
YEAR ENDED 30 JUNE 2007
29. KEY MANAGEMENT PERSONNEL COMPENSATION (continued)
(f) Other transactions and balances with Key Management Personnel
| Notes | Economic Entity Parent Entity 2007 2006 2007 2006 $'000 $'000 $'000 $'000 |
|---|---|
| Director related entities of Gerard Tuddenham were paid fees during the year for the provision of software licenses (Expetest and Expetune licence agreement dated 20 June 2000 and subsequent variations) on normal commercial terms and conditions. |
13 38 13 38 |
| 13 38 13 38 |
30. RELATED PARTY DISCLOSURES
Ultimate Parent
The parent entity is ultimately controlled by GNP Nominees Pty Ltd, a director related entity. GNP Nominees Pty Ltd is incorporated in Australia. There were no transactions with GNP Nominees Pty Ltd in the year.
During the year the company entered into a short-term, interest-free loan agreement with a director, Mr Gerry Tuddenham, whereby $850,000 was advanced to the company between 26th April 2007 and 23 May 2007. This loan was repaid in full on 23 May and there are no amounts outstanding in relation to this loan at 30 June 2007.
31. SEGMENT INFORMATION
PRIMARY SEGMENT
CPT Global Limited operates predominantly in one business segment being the provision of information technology consulting services.
SECONDARY SEGMENT
| SECONDARY SEGMENT | ||||
|---|---|---|---|---|
| Geographic segments | Australia | **Europe ** | United States | Consolidated |
| Segment revenue Segment assets Other segment information: |
2007 2006 $'000 $'000 |
2007 2006 $'000 $'000 |
2007 2006 $'000 $'000 |
2007 2006 $'000 $'000 |
| 32,032 26,390 19,015 17,877 |
5,504 1,624 3,826 1,371 |
3,883 3,135 2,226 2,088 |
41,419 31,149 25,067 21,336 457 51 |
|
| Acquisition of property, plant and equipment, intangible assets and other non-current assets |
370 51 |
58 - |
29 - |
50
CPT Global Limited and Controlled Entities - Annual Report
Notes to the Financial Statements
YEAR ENDED 30 JUNE 2007
32. FINANCIAL INSTRUMENTS
32(a) Financial Risk Management
The group’s financial instruments consist mainly of deposits with banks, short-term investments, accounts receivable and payable, and loans to and from subsidiaries.
The main purpose of non-derivative financial instruments is to raise finance for group operations.
Derivatives may be used by the group for hedging purposes. Such instruments include forward exchange and currency option contracts and interest rate swap agreements. The group does not speculate in the trading of derivative instruments.
(i) Financial Risks
The main risks the group is exposed to through its financial instruments are interest rate risk, foreign currency risk, liquidity risk and credit risk.
Interest rate risk
The group is exposed to fluctuations in interest rates arising from cash at bank, short-term investments and bank overdrafts. Refer to Note 32(b) for further details. All other financial assets and liabilities are not exposed to interest rate risk.
Foreign currency risk
The group is exposed to fluctuations in foreign currencies arising from the sale and purchase of goods and services in currencies other than the group’s measurement currency, and the translation of foreign subsidiary results on consolidation. The group may from time to time enter into forward exchange contracts to buy and sell specified amounts of foreign currencies in the future at stipulated exchange rates. The objective in entering the forward exchange contracts is to protect the economic entity against unfavourable exchange rate movements for both the contracted and anticipated future sales and purchases undertaken in foreign currencies. There were no outstanding forward contracts at 30 June 2007. Subsequent to the year end, the company has entered into three separate forward contracts with face values of US$100,000, US$100,000 and US$85,000 with settlement dates between 28 September 2007 and 30 November 2007.
Liquidity risk
The group manages liquidity risk by monitoring forecast cash flows and ensuring that adequate unutilised borrowing facilities are maintained
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 report. The economic entity does not have any material credit risk exposure to any single debtor or group of debtors under financial instruments entered into by the economic entity.
32(b) Financial Instruments
(i) Interest Rate Risk
The economic entity’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on classes of financial assets and financial liabilities, is as follows:
| Financial Instruments | Floating interest rate |
Fixed interest rate maturing in 1 year or less |
Non-interest bearing |
Total carrying amount as per balance sheet |
Weighted average effective interest rate |
|---|---|---|---|---|---|
| 2007 2006 % % |
2007 2006 $'000 $'000 |
2007 2006 $'000 $'000 |
2007 2006 $'000 $'000 |
2007 2006 % % |
|
| (i) Financial assets Cash Trade and other receivables |
5.63 5.41 - - |
842 2,498 - - |
- - 8,446 5,309 |
842 2,498 8,446 5,309 |
5.63 5.41 - - |
| Total financial assets | 842 2,498 |
8,446 5,309 |
9,288 7,807 |
51
CPT Global Limited and Controlled Entities - Annual Report
Notes to the Financial Statements
YEAR ENDED 30 JUNE 2007
32. FINANCIAL INSTRUMENTS (continued)
| Financial Instruments | Floating interest rate |
Fixed interest rate maturing in 1 year or less |
Non-interest bearing |
Total carrying amount as per balance sheet |
Weighted average effective interest rate |
|---|---|---|---|---|---|
| 2007 2006 % % |
2007 2006 $'000 $'000 |
2007 2006 $'000 $'000 |
2007 2006 $'000 $'000 |
2007 2006 % % |
|
| (ii) Financial liabilities Trade creditors Other creditors Bank overdrafts Lease Liability |
- - - - 10.85 - 8.15 - |
- - - - - - - - |
3,857 2,695 599 342 - - - - |
3,857 2,695 599 342 347 - 98 - |
- - - - 10.85 - 8.15 - |
| Total financial liabilities | - - |
4,456 3,037 |
4,901 3,037 |
( ii) Net Fair Values
The following methods and assumptions are used to determine the net fair values of financial assets and liabilities
Recognised financial instruments
Cash, cash equivalents and short-term investments: The carrying amount approximates fair value because of their short-term to maturity.
Trade receivables, trade creditors and dividends receivable: The carrying amount approximates fair value.
Short-term borrowings: The carrying amount approximates fair value because of their short-term to maturity.
Long-term loans receivable: The fair values of long-term loans receivable are estimated using discounted cash flow analysis, based on current incremental lending rates for similar types of lending arrangements.
Long-term bank borrowings and debentures: The fair values of long-term borrowings are estimated using discounted cash flow analysis, based on current incremental borrowing rates for similar types of borrowing arrangements.
Non-current investments/securities: For financial instruments traded in organised financial markets, fair value is the current quoted market bid price for an asset or offer price for a liability, adjusted for transaction costs necessary to realise the asset or settle the liability. For investments where there is no quoted market price, a reasonable estimate of the fair value is determined by reference to the current market value of another instrument which is substantially the same or is calculated based on the expected cash flows or the underlying net asset base of the investment/security. The net fair value of the unlisted options is determined to be the difference between the market price and the exercise price of the underlying shares. The fair value of investments in subsidiaries is estimated to be in the range of $1,310,000 to $5,403,000.
Forward exchange contracts: The fair values of forward exchange contracts is determined as the recognised gain or loss at reporting date calculated by reference to current forward exchange rates for contracts with similar maturity profiles.
Unrecognised financial instruments
Options over ordinary shares: The fair value of options over ordinary shares is determined using the Hull-White trinomial option pricing model.
52
CPT Global Limited and Controlled Entities - Annual Report
Notes to the Financial Statements
YEAR ENDED 30 JUNE 2007
33. CHANGE IN ACCOUNTING POLICY
- a. The following Australian Accounting Standards have been issued or amended and are applicable to the parent and economic entity but are not yet effective. They have not been adopted in preparation of the financial statements at reporting date.
| AASB | AASB Standard Affected | Application Date of the | Application Date for |
|---|---|---|---|
| Amendment | Standard | the Group | |
| 2005–10 | AASB 139: Financial | 1 January 2007 | 1 July 2007 |
| Instruments: Recognition | |||
| and Measurement | |||
| AASB 101: Presentation of | 1 January 2007 |
1 July 2007 | |
| Financial Statements | |||
| AASB 114: Segment | 1 January 2007 | 1 July 2007 | |
| Reporting | |||
| AASB 117: Leases | 1 January 2007 | 1 July 2007 | |
| AASB 133: Earnings per | 1 January 2007 | 1 July 2007 | |
| share | |||
| AASB 132: Financial | 1 January 2007 | 1 July 2007 | |
| Instruments: Disclosure | |||
| and Presentation | |||
| AASB 1: First-time | 1 January 2007 | 1 July 2007 | |
| Adoption of AIFRS | |||
| 2006–1 | AASB 121: The Effects of | 1 January 2006 | 1 July 2006 |
| Changes in Foreign | |||
| Exchange Rates | |||
| New StandardAASB 7: Financial | 1 January 2007 | 1 July 2007 | |
| Instruments: Disclosure | |||
| New StandardAASB 119: Employee | 1 January 2006 | 1 July 2006 | |
| Benefits: December 2004 |
CPT Global is in the process of evaluating the effect of these changes of which the impact can not reasonably be estimated at the date of this financial report, however we do not believe these changes will have a material impact on the annual accounts.
All other pending Standards issued between the previous financial report and the current reporting dates have no application to either the parent or economic entity.
53
CPT Global Limited and Controlled Entities - Annual Report
Notes to the Financial Statements
YEAR ENDED 30 JUNE 2007
Directors' Declaration
The directors of the company declare that:
-
the financial statements and notes, as set out on pages 26 to 53, are in accordance with the Corporations Act 2001 and:
-
a. comply with Accounting Standards and the Corporations Regulations 2001; and
-
b. give a true and fair view of the financial position as at 30 June 2007 and of the performance for the year ended on that date of the company and economic entity;
-
the Chief Executive Officer and Chief Finance Officer have each declared that:
-
a. the financial records of the company for the financial year have been properly maintained in accordance with section 286 of the Corporations Act 2001 ;
-
b. the financial statements and notes for the financial year comply with the Accounting Standards; and
-
c. the financial statements and notes for the financial year give a true and fair view;
-
in the directors’ opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the Board of Directors.
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Gerry Tuddenham Managing Director
Melbourne, 29 August 2007
54
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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CPT GLOBAL LIMITED AND CONTROLLED ENTITIES
Report on the Financial Report
We have audited the accompanying financial report of CPT Global Limited and Controlled Entities (the consolidated entity), which comprises the balance sheet as at 30 June 2007, and the income statement, statement of changes in equity and cash flow statement for the year ended on that date, a summary of significant accounting policies and other explanatory notes and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.
As permitted by the Corporations Regulations 2001, the company has disclosed information about the remuneration of directors and executives (“remuneration disclosures”), required by Accounting Standard AASB 124 Related Party Disclosures, under the heading “remuneration report” in pages 13 to 16 of the directors’ report and not in the financial report.
Directors’ Responsibility for the Financial Report
The directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101: “Presentation of Financial Statements”, that compliance with the Australian equivalents to International Financial Reporting Standards (IFRSs) ensures that the financial report, comprising the financial statements and notes, complies with IFRSs.
The directors also are responsible for preparation and presentation of the remuneration disclosures contained in the directors’ report in accordance with the Corporations Regulations 2001.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement and that the remuneration disclosures in the directors’ report comply with Accounting Standard AASB 124.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report and the remuneration disclosures in the directors’ report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
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Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.
Auditor’s Opinion
In our opinion:
-
(a) the financial report of CPT Global Limited and Controlled Entities is in accordance with the Corporations Act 2001, including:
-
(i) giving a true and fair view of the company’s and consolidated entity’s financial position as at 30 June 2007 and of their performance for the year ended on that date; and
-
(ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001.
-
(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.
-
(c) the remuneration disclosures that are contained in pages 13 to 16 of the directors’ report comply with Accounting Standard AASB 124.
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MOORE STEPHENS Chartered Accountants
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Grant Sincock Partner Melbourne, 29 August 2007
CPT Global Limited and Controlled Entities - Annual Report
Corporate Information
ACN 083 090 895
ABN 16 083 090 895
Auditors
Directors
Moore Stephens
Fred Grimwade (Non-executive Chairman)
Gerard (Gerry) Tuddenham (Managing Director)
Level 14, 607 Bourke Street Melbourne VIC 3000
Share Register
Computershare Investor Services Pty Ltd
Ian MacDonald (Non-executive Director)
Peter Wright (Executive Director)
Yarra Falls, 452 Johnston Street Abbotsford VIC 3067 Telephone: 1300 850 505 Facsimile: +61 (0)3 9473 2500
Solicitors
Company Secretary
Gadens Lawyers
Stephan Scheffer (appointed 02/07/07)
Bankers
Principal Registered Office
Level 1, 4 Riverside Quay Southbank VIC 3006 Telephone: +61 (0)3 9690 3911 Facsimile: +61 (0)3 9690 3206 Internet: www.CPTglobal.com
ANZ Banking Group Limited
ASX Code
CGO
2007 Annual General Meeting
The Annual General Meeting of CPT Global Limited members will be held on Thursday the 29[th] November 2007 at 9.30am at: Level 1, 4 Riverside Quay Southbank VIC 3006
CPT Global on the Web
For an introduction to the company and access to company announcements, descriptions of our core business, services and careers, and our corporate governance policies and procedures visit our website at www.CPTglobal.com
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CPT Global Limited and Controlled Entities - Annual Report
ASX Additional Information
Additional information required by the Australian Stock Exchange Ltd and not shown elsewhere in this report is as follows. The information is current as at 21[st] August 2007.
(a) Distribution of equity securities
The number of shareholders, by size of holding, in each class of share are:
| Ordinary shares Preference shares Number of holders Number of shares Number of holders Number of shares |
|
|---|---|
| 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over The number of shareholders holding less than a marketable parcel of shares are: |
60 48,771 - - 330 874,999 - - 105 823,432 - - 206 7,240,523 - - 43 26,578,639 - - |
| 744 35,566,364 - - |
|
| 5 406 - - |
(b) Twenty largest shareholders The names of the twenty largest holders of quoted shares are:
| (b) Twenty largest shareholders The names of the twenty largest holders of quoted shares are: |
|
|---|---|
| Listed ordinary shares Number of shares Percentage of ordinary shares |
|
| 1 GNP NOMINEES PTY LTD 2 TUDDY SUPER PTY LTD 3 ANZ NOMINEES LIMITED 4 MIRRABOOKA INVESTMENTS LIMITED 5 COGENT NOMINEES PTY LIMITED 6 GREAT D PTY LTD 7 MARIE SCODELLA AND ASSOCIATES 8 MR IAN GRAHAM MACDONALD 9 MR BEN TUDDENHAM 10 CAREY ENTERPRISES PTY LTD 11 MR THOMAS MICHAEL SLATTERY 12 MR FREDERICK SHEPPARD GRIMWADE 13 MR BRETT DAVID NORRIS 14 MR LUKE TUDDENHAM 15 MR ALAN MACKENZIE 16 MR KEVIN AKOM 17 MRS SELINA DALLY 18 K & D CONSULTING PTY LTD 19 FAWKNER CAPITAL MANAGEMENT PTY 20 BETTINA SCHELLENBERG-HARLEY |
7,710,627 21.68 6,659,546 18.72 2,274,193 6.39 1,650,000 4.64 1,598,500 4.49 500,000 1.41 417,272 1.17 330,000 0.93 328,202 0.92 316,000 0.89 300,000 0.84 300,000 0.84 300,000 0.84 287,138 0.81 277,812 0.78 228,727 0.64 212,320 0.60 210,245 0.59 206,200 0.58 204,000 0.57 |
| 24,310,782 68.35 |
(c) Shares held in escrow
As at 21 August 2007, there were 900,000 fully paid ordinary shares held in escrow for the benefit of participants in the CPT Share and Option Incentive Plan. These shares are transferable to the relevant employees in three equal tranches on 18 October 2007, 2008 and 2009 in accordance with the rules of the Plan.
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CPT Global Limited and Controlled Entities - Annual Report
ASX Additional Information continued
(d) Twenty largest option holders
The names of the twenty largest holders of quoted options are:
| (d) Twenty largest option holders The names of the twenty largest holders of quoted options are: |
|
|---|---|
| Listed options Number of options Percentage of total options |
|
| 1 MR PETER WRIGHT |
100,000 100.0 |
| 100,000 100.0 |
(e) Substantial shareholders
The names of substantial shareholders who have notified the Company in accordance with section 671B of the Corporations Act 2001 are:
| Number of Shares | |
|---|---|
| GNP NOMINEES PTY LTD AS TRUSTEE FOR THE CPT TRUST | 7,710,627 |
| MR GERARD (GERRY) TUDDENHAM AND HIS ASSSOCIATES (EXCLUDING HIS 62.37% BENEFICIAL | 6,765,546 |
| INTEREST IN THE CPT TRUST) | |
| ANZ NOMINEES LIMITED | 2,274,193 |
(f) Voting rights
All ordinary shares (whether fully paid or not) carry one vote per share without restriction. Options do not carry voting rights.
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