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CPT GLOBAL LIMITED Annual Report 2012

Oct 25, 2012

64642_rns_2012-10-25_f57fe515-19b5-477b-8496-a0f0cad9a442.pdf

Annual Report

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CPT Global Limited and Controlled Entities

ABN 16 083 090 895

Annual Financial Report

for the year ended 30 June 2012

CPT Global Limited and Controlled Entities – Annual Report

Chairman’s Statement

Dear Fellow CPT Global Shareholder,

CPT Global delivered a modest profit in the 2012 financial year as the ongoing challenging economic conditions continued to adversely impact our performance particularly in the international markets. Total revenues were higher than the prior year with increases being recorded by both our Australian and international operations. However profit was reduced due to a contraction in margins experienced across all of our regions. Over the past year our client base has expanded and the pipeline of potential business in our international markets continues to grow with new opportunities now emerging in Asia and South America. CPT ended the year with cash of $1.1m and remains committed to realising the benefit of our continuing extensive global business development activities.

Our Australian operations increased revenue but at lower margins than in the prior year. In Victoria, which is home to six of our top ten clients, revenues grew well and despite some pressure on margins profit contribution was up. After last year’s poor performance in NSW our revenues grew strongly there as a new top ten client relationship was developed but margins again were tight. Offsetting these revenue gains was a weaker performance by our ACT business where new business opportunities with the Federal Government have slowed and remain a concern. Our Australian operations remain the backbone of CPT’s business and provide many of the resources for our international activities. While the past changes made to our business development team in Australia have resulted in an increase in revenue there is a need this financial year to focus on improving margins and controlling costs.

Despite challenging economic conditions, CPT again grew revenue from its international operations with increases from both our European and US operations. In Europe revenues were higher but were offset by a reduction in margins and higher overheads. In addition delays by two significant clients late in the year unfortunately resulted in the postponement of some attractive revenue and margin contribution. The US operations again generated record revenues but were also adversely impacted by lower margins and higher costs. The size and quality of CPT’s international client base continues to develop with around 30% of our revenue now coming from our offshore operations. Furthermore during the year CPT made significant progress with business development opportunities in both Asia and South America. As a result we now have our first client in mainland China and are well advanced in discussions with some of Brazil’s largest entities.

In 2012 our revenue grew by around 4% with increases across Australia, Europe and the US. However with lower margins in all regions, higher costs and some delays in the establishment of new client relationships, CPT delivered a net profit after tax of $0.6m compared to $1.1m in the prior year. Given the lower profit CPT will pay a dividend of 1.5 cents per share (fully franked) compared to 2.5 cents per share (fully franked) last year. CPT ended the financial year with cash of $1.1m and no bank debt.

While CPT was able to record an increase in revenue over the past twelve months we are yet to deliver satisfactory returns to our shareholders for the investment we have made in developing our international operations. Our lower profit in 2012 is a major disappointment but is driven in part by the reduction in margins due to the competitive Australian market and ongoing difficult global economic conditions together with the costs of our extensive business development activities which now cover much of the Globe. While relationships have been developed with many of the world’s most significant companies the intervention of the Global Financial Crisis has greatly hampered our efforts to convert this potential into revenue and profits. This is very frustrating for the CPT team especially when client relationships are delayed for extraneous factors after significant effort by all concerned. An easy option would be to pull back on these activities but your Board believes that CPT must continue to pursue these opportunities and that shareholders will ultimately be well rewarded.

CPT’s strategy is still to grow revenue in all our regions, improve our margins and control costs. Our business development activities remain a very high priority and over the past twelve months our Managing Director Gerry Tuddenham and his team have spent a substantial amount of time driving the sales efforts in Europe, North and South America, and Asia.

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CPT Global Limited and Controlled Entities – Annual Report

Chairman’s Statement

In the current challenging environment particular mention must be made of the ongoing effort of CPT’s strong team of technically skilled and loyal staff and consultants who remain focused on serving our clients’ needs globally. I wish to thank my fellow directors and all of our staff, under the leadership of our Managing Director, Gerry Tuddenham, for their ongoing contribution to CPT’s performance. Despite the ongoing difficult global economic conditions I expect that CPT’s past efforts should soon be rewarded through more attractive shareholder returns generated from the increased profit of our Australian and international businesses.

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Fred S. Grimwade Chairman

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CPT Global Limited and Controlled Entities – Annual Report

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Fred Grimwade Chairman

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Alan Baxter Director

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Gerry Tuddenham Managing Director

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Peter Wright Director, IT Management Services

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CPT Global Limited and Controlled Entities – Annual Report

Managing Director’s Review

Fellow Shareholders,

The 2011/12 financial year was a difficult one for CPT Global. After a consolidation phase where the business was ‘right sized’ and ‘refocused’ on the next plank in the Company’s growth strategy, economic headwinds emerged in the form of the Eurozone financial crisis, the continued strengthening of the Australian dollar and federal government funding cuts resulting in a reduction in the number of IT projects undertaken by the Federal government. Each of these had a negative impact on the business, with European clients delaying their investment decisions, overseas revenue streams losing value on conversion to Australian currency and CPT’s presence in the Canberra market downsizing. Notwithstanding this, a number of highlights emerged such as the growth of a number of tier one clients in the Melbourne market, an increased footprint in the Sydney market including the establishment of a new tier one client and the emergence of business opportunities in the Asian and South American markets, working closely with newly developed business partners. Although a number of international client decisions were delayed resulting in a push of 2011/12 revenues in to 2012/13, revenues still grew by 4% on 2010/11 and a modest after tax profit of $0.61m was achieved. As the year closed, CPT still retained a strong opportunity pipeline in all regions as well as newly identified opportunities in the Asian and South American markets. Whilst the economic climate acted to delay the Company’s growth plans, we strongly believe that the new financial year will see the commencement of new large projects and the establishment of new significant clients.

Operating and Financial Review

In a tightening Australian market, revenue increased by 2.2% from 2010/11 primarily due to the growth of CPT’s activity in finance sector clients, where revenues increased by 25% on prior year levels. From a regional standpoint, revenues earned from the Melbourne and Sydney markets grew by 7% and 55% respectively on the prior year. This growth was offset by a year on year reduction in revenues earned from the Canberra market of 42%. Contract margins achieved in the year dropped by 2% in comparison to those earned in 2010/11, as market conditions tightened.

International revenue increased by 6.9% compared to prior year levels, even after being negatively impacted by approximately $0.3m by the strengthening Australia dollar. The North American operation increased revenues by 5.2% and the European operation revenues increased by 8.4%. Contract margins fell by approximately 6% in comparison to those earned in FY 11, predominantly due to a reduction in phase 2 activities in the year.

CPT Global’s revenue for the year ended 30 June 2012 was $39.5 million, a 4% increase on the previous year’s revenue of $38.1 million.

CPT Global’s net profit after tax for the year ended 30 June 2012 was $0.6m, a reduction of $0.45m on the 30 June 2011 result.

No dividend has been declared for the second half of the financial year, although a 1.5 cent per share dividend was declared in the first half.

Basic earnings per share amounted to 1.66 cents per share (diluted earnings 1.66 cents per share).

CPT Global’s balance sheet reflected net tangible assets of $5.56m as at 30 June 2012 ($5.96m 30 June 2011) with net cash holdings of $1.1m at 30 June 2012 ($0.9m 30 June 2011).

From a market development standpoint, CPT closed the year with an opportunity pipeline of $50.2m, $15.1m in the Australian market and $35.1m in the international markets.

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CPT Global Limited and Controlled Entities – Annual Report

Managing Director’s Review continued

Strategy

The Australian business strategy comprises two key components. Firstly, from a service offering standpoint, we will continue to enhance and refine the methods and processes behind our ongoing service capability in the areas of capacity planning, performance tuning and testing, to achieve solution based service offerings. This will lead to enhanced service delivery efficiencies, more competitive pricing and margin expansion. Secondly, from a sales and market standpoint, we will continue to build our client base with logically selected, blue chip clients bringing them value from the start of the engagement, leading to a growing client footprint. All existing clients have well articulated account service plans in place, targeting the continuation of this strategy.

For the International business, we will continue leveraging the business development investments of the past, converting many of the phase 1 exploratory cost reduction assignments already undertaken, to the more lucrative phase 2 engagements where substantial savings are identified and passed on to clients. This will ultimately lead to growing the annuity revenue base by taking on long term engagements at the completion of the phase 2 assignments to protect client cost efficiencies on an ongoing basis. We expect margins to increase as the number of phase 2 engagements increase, as these typically provide the company with its largest reward for services provided.

As we continue to pursue new markets such as Asia and South America, we will continue to leverage existing business partnerships and Austrade, to properly qualify opportunities and subsequently engage with new clients.

Continued growth of the Australian Capacity Planning and Performance Tuning Center of Excellence will add to the scale and flexibility of the company’s service offering by enhancing the capability of remotely providing service simultaneously to a range of overseas clients in various geographic locations.

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CPT Global Limited and Controlled Entities – Annual Report

Managing Director’s Review continued

CPT Worldwide Market by Sector and Line of Business

Detailed below is an illustration of the business sectors that CPT provides services to globally. While CPT remains in the same market sectors and lines of business as prior years, the last year has seen a continued growth in the Banking and Finance sector in each geography, coming from a reduction in the Government and Telecommunications sectors.

Revenue by Sector (Worldwide)

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This shift has also led to a change in the revenue earned from CPT’s various lines of business, where the provision of Testing services has grown by 7% as Capacity Management and Project and Program Management services reduced by 3% and 2% respectively. This is testament to the flexibility of the CPT resource base which is able to scale up and down as required to suit changing client requirements.

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CPT Global Limited and Controlled Entities – Annual Report

Managing Director’s Review continued

Revenue by Line of Business (Worldwide)

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Key Highlights

The following key highlights were achieved in 2011/12:

  • 1) The establishment of a number of new tier one accounts in the Australian marketplace;

  • 2) The continued enhancement of the Australian based Capacity Planning and Performance Tuning Centre of Excellence to drive the remote provision of services to overseas locations on a scalable basis;

  • 3) Internationally, the commencement of five large phase 2 success fee engagements and two proof of concept engagements with large clients, which will underpin growth of the international business in the near term;

  • 4) The commencement of work at CPT’s first Asian client;

  • 5) The continued expansion of CPT’s cost minimisation methodologies from the mainframe to the mid range environment;

  • 6) Winning the 2011 Governor of Victoria Export Award for the IT and ICT industry.

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CPT Global Limited and Controlled Entities – Annual Report

Managing Director’s Review continued

Our People

CPT maintains a truly flexible workforce in terms of the number of resources available and the locations they work around the world. While each CPT location maintains a nucleus of professionals to provide clients with ongoing contact, resources are augmented from the global resource pool and the Capacity Planning and Performance Tuning Centre of Excellence in Australia, to suit client and project needs. CPT staff are continually kept abreast of technical developments through focus group contact, structured training programs and informal training sessions This ensures capabilities are maintained at the appropriate level. All of this has led to our enhanced ability to deliver a better service more efficiently on a global scale.

Outlook

The Australian market is expected to remain tough for the foreseeable future. Notwithstanding this, we expect growth to be achieved in the Melbourne and Sydney markets, as we leverage our strategic relationships and new tier one client accounts. We anticipate that revenue from our Federal division will remain flat for the foreseeable future.

Although the international economic environment will remain tight and unpredictable, we believe the International business will grow at a faster rate over the next few years based on CPT’s proven value proposition and very strong opportunity pipeline. Margins will remain strong due to (1) the increased number of phase 2 engagements and (2) increased resource scalability as the level of services provided offshore by the Australian Centre of Excellence increases.

A key driver to the success over the next financial year will continue to be the timing of engagement commencements. We believe that our resourcing model can gear up quickly to respond to the opportunities as they arise. Your Board understands the formula for success and is confident it will deliver on the objectives of the next year of CPT’s strategic plan.

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Gerry Tuddenham Managing Director

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CPT Global Limited and Controlled Entities – Annual Report

Contents

Corporate Governance Statement 10
Directors’ Report 14
Auditors Independence Declaration 23
Consolidated Statement of Comprehensive Income 24
Consolidated Statement of Financial Position 25
Consolidated Statement of Changes in Equity 26
Consolidated Statement of Cash Flows 27
Notes to the Financial Statements 28
Directors’ Declaration 71
Independent Audit Report 72
Corporate Information 74
ASX Additional Information 75

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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 group. 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) "Corporate Governance Principals and Recommendations" (the Recommendations). In accordance with the Council's recommendations, the Corporate Governance Statement must 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. Remunerate fairly and responsibly

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 2012. The corporate governance practises of CPT Global were compliant with the Council's best practice recommendations except where an executive director serves on the Audit Committee, due to the small size of the Board. Best practice recommends that the Audit Committee should be made up of non-executive directors.

For further information on corporate governance policies adopted by CPT Global, refer to our website: www.CPTglobal.com

Diversity Policy

Diversity includes, but is not limited to, gender, age, ethnicity and cultural background. The company is committed to diversity and recognises the benefits arising from employee and board diversity and the importance of benefiting from all available talent. Accordingly, the company has established a diversity policy.

2012 2013-2014 2013-2014
No. % No. %
Women on the Board 0 0 0 0
Women in senior management roles 3 21 4 28
Women employees in the company 33 17 40 18

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CPT Global Limited and Controlled Entities – Annual Report

Corporate Governance Statement

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 14. 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 strategy.

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 Alan Baxter 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 10 years Alan Baxter 2 years Gerry Tuddenham 14 years Peter Wright 11 years

Performance Evaluation

An annual performance evaluation of:

  1. The Board and all Board members was conducted by the full Board for the financial year ended 30 June 2012. 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.

  2. The senior executive team during the year ended 30 June 2012. This encompassed a review of each of their targeted objectives, the extent to which they were achieved and the establishment of future objectives.

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:

  • Alan Baxter (C)

  • Fred Grimwade

For details of directors' attendance at meetings of the Remuneration and Nomination Committee, refer to page 20 of the Directors' Report.

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CPT Global Limited and Controlled Entities – Annual Report

Corporate Governance Statement

For details of remuneration of all directors and highest paid executives, refer to page 18 of the Directors’ Report. For additional details regarding the Remuneration and Nomination Committee, please refer to our website www.CPTglobal.com.

Ethical standards

The Board is committed to its core governance values of integrity, respect, trust and openness among and between board members, management, employees, clients and suppliers. These values are enshrined in the Board’s Code of Conduct which requires all directors, management and employees to at all times:

  • act honestly and in good faith;

  • exercise due care and diligence in fulfilling the functions of office;

  • avoid conflicts and make full disclosure of any possible conflict of interest;

  • comply with both the letter and spirit of the law;

  • encourage the reporting and investigation of unlawful and unethical behaviour; and

  • comply with the share trading policy outlined in the Code of conduct.

Directors are obliged to be independent in judgement and ensure all reasonable steps are taken to ensure that the Board’s core governance values are not compromised in any decisions the Board makes.

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 and ensure compliance with ASX Listing Rule disclosure requirements. 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, external reporting 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)

  • Alan Baxter

  • Gerry Tuddenham

For details of directors' attendance at meetings of the Finance and Audit Committee, refer to page 20 of the Directors' Report.

Shareholder Rights

Shareholders are entitled to vote on significant matters impacting on the business. The Board actively encourages shareholders to attend and participate in the Annual General Meeting of CPT Global, to lodge to be responded by the Board and or the CEO and are able to appoint proxies.

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CPT Global Limited and Controlled Entities – Annual Report

Corporate Governance Statement

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 main risks that could negatively impact on the performance of the Group’s business include:

  • the economic environment both locally and overseas;

  • the availability of professional IT resources;

  • the value of the Australian dollar;

  • Government policy, budget and spending levels.

The group believes that it is crucial for all Board members to be a part of risk management 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.

In addition to their regular reporting on business risks, risk management and internal control systems, the CEO and Chief financial Officer also provide the Board with assurance that the directors declaration provided with the annual report is founded on a sound system of risk management and internal control and that this system is operating effectively in all material respects in relation to the financial reporting risks. This assurance is provided prior to the meeting at which the directors are due to authorise and sign the company’s financial statements.

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.

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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 2012.

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 chairs CPT’s Finance and Audit Committee and is a member of the Remuneration Committee. He is
(Non-executive Chairman) an executive director of specialist corporate advisory and investment firm Fawkner Capital, and is a non-
executive director of Select Harvests Limited, Troy Resources Limited, XRF Scientific Limited, and Fusion
Retail Brands Pty Ltd. He is also a director of the Foundation for Rural and Regional Renewal.
Fred was a commercial lawyer at Mallesons Stephen Jaques, and later worked with Goldman, Sachs &
Co. in New York and Sydney. He also served as Company Secretary and General Manager of Shareholder
Relations at Western Mining Corporation. In 1996, he joined Colonial Mutual as Group Company Secretary
and General Manager for Legal Affairs and subsequently became Head of Private Capital for Colonial
First State Investments, one of Australia's largest fund managers. He was Managing Director of the
Colonial Agricultural Company from 1998 to 2006 and a non-executive director of AWB Limited from 2008
to 2010.
Fred is a senior fellow and life member of the Financial Services Institute of Australasia (Finsia) and was
its joint president from 2005 to 2006. He is also a Fellow of the Australian Institute of Company Directors
and a Fellow of Chartered Secretaries Australia.
Gerry Tuddenham Gerry is the founder of and a major shareholder in CPT. He has more than 40 years experience in IT
(Managing Director) consulting and is a hands-on technologist with a reputation for delivering practical solutions. Gerry is
widely known as a technical specialist in performance tuning, capacity planning and testing in IBM
mainframes, with additional expertise in expert systems, transaction processors, middleware and
database management systems. Gerry was the lead developer of the Expetune and Expetest utilities,
which automate a number of intricate tuning and testing activities. He has worked internationally in a
broad range of industries, with a focus on financial services and telecommunications. Gerry is a
member of the Australian Institute of Company Directors. Gerry is a member of the Finance and Audit
Committee.
Alan is a member of CPT’s Finance and Audit Committee and also chairs the Remuneration Committee.
Alan Baxter He has a strong record of leading profitable growth initiatives, possessing a unique blend of business
(Non-executive Director) development skills, commercial acumen and technology expertise. Alan has some 40 years experience
across all facets of the IT services industry and has held a number of senior executive roles at IBM and
Unisys before his appointment as Chief Executive Officer of DMR Consulting (Asia Pacific). He
subsequently moved to London where he became Chief Operating Officer of Fujitsu Consulting (formerly
DMR Consulting). On his return to Australia he was appointed to a number of non-executive director
roles. He currently serves as a non executive director of Integrated Research Limited.
Peter Wright Peter is the leader of CPT’s management consulting group and the founder of this practice at CPT. He
(Executive Director) also leads our government services across Australia and New Zealand. He has more than 40 years
experience in consulting and IT management from his early days as a computer science practitioner
through a successful career at several international consulting firms. This experience gives him a
unique perspective on the business, fuelled by a passion for effective IT management through the
application of best practice principles. Before coming to CPT, Peter was the national managing
principal for applications outsourcing at IBM Global Services, as well as a consulting director and vice
president at DMR Consulting. At DMR, Peter had responsibility for the Systems Delivery and
Maintenance Service practice. He has also worked for numerous clients in banking, transportation and
government. 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
Elliot Opolion Elliot was appointed as Chief Financial Officer and Company Secretary in October 2010. Elliot brings
over 20 years of financial and business management experience to CPT Global Limited, having
performed roles of Chief Financial Officer, Chief Operating Officer and General Manager within the IT
services sector. He is a Fellow of the Australian Society of Certified Practicing Accountants.

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CPT Global Limited and Controlled Entities – Annual Report

Directors’ Report

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:

Ordinary
Shares


Options over
Ordinary
Shares
Alan Baxter
-
Fred S Grimwade
718,200
Gerry Tuddenham
13,050,792
Peter Wright
164,500
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.
0.0
Dividends paid in the year:
Interim for the year
Fully franked interim ordinary dividend
1.5
Final for 2011 shown as recommended in the 2011 report
Fully franked final ordinary dividend
1.0

-

-

-

-
Cents
1.66
1.66

$

-
-

551
551

366
366

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CPT Global Limited and Controlled Entities – Annual Report

Directors’ Report

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 192 employees as at 30 June 2012 (2011: 196 employees).

OPERATING AND FINANCIAL REVIEW

The consolidated profit of the economic entity after providing for income tax amounted to $608,000. Closing net assets of the economic entity were $12,902,000 a decrease of $374,000 on the prior year as a result of the operating performance of the group.

For a detailed discussion of the financial results for the year ended 30 June 2012 please refer to the Chairman’s Statement and Managing Director’s Review on pages 2 and 4.

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CPT Global Limited and Controlled Entities – Annual Report

Directors’ Report

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 2012 CPT Global Limited announced its intention to extend the on-market share buy back for a further twelve months until 27th August 2013. A maximum of 3,000,000 shares may be bought back during the buy back period, which will run from 27th August 2009 until 27th August 2014.

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 $39,230.

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 28 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.

17

CPT Global Limited and Controlled Entities – Annual Report

Directors’ Report

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. The analysis reflects a profit reduction for the current year which is matched by a reduced dividend. This performance has been attributed to the continued investment in overseas opportunities in which delays have been encountered in reaching contract finalisation and tightening margins across the business. The board is of the opinion that the remuneration policy is effective and can be linked to current years result.

2008 2009 2010 2011 2012
Net profit/(loss) $1.648m $2.171m ($3.133m) $1.052m $0.6m
Share price at year end $0.75 $0.51 $0.56 $0.64 $0.41
Dividends paid 5.00c 5.50c 0.00c 2.50c 1.50c

During the year, no shares were purchased as part of the share buyback. The share price during the year ranged from a low of $0.40 to a high of $0.66.

Details of remuneration for the year ended 30 June 2012

Details of the nature and amount of each element of the emoluments 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 Employment Other Long- Performance
Short-Term Benefits Benefits Term Benefits Total related
Directors Salary, Fees Cash bonus Super Long Service
and Leave
Commissions
$ $ $ $ $ %
Alan Baxter3
2012 50,000 - 5,000 - 55,000 -
2011 25,000 - 2,500 - 27,500 -
Fred Grimwade
2012 77,982 - 7,018 - 85,000 -
2011 77,982 - 7,018 - 85,000 -
Gerry Tuddenham
2012 375,386 - 36,697 7,058 419,141 -
2011 359,793 - 48,450 6,900 415,143 -
Ian MacDonald2
2012 - - - - - -
2011 25,288 - 2,276 - 27,564 -
Peter Wright
2012 396,182 - 34,679 10,901 441,762 -
2011 402,510 - 49,863 6,900 459,273 -
Total Remuneration
2012 899,550 - 83,394 17,959 1,000,903 -
2011 890,573 - 110,107 13,800 1,014,480 -

18

CPT Global Limited and Controlled Entities – Annual Report

Directors’ Report

Post Employment Other Long- Performance
Short-Term Benefits Benefits Term Benefits Total related
Executive officers1 Salary, Fees Cash bonus
Super
Long Service
and Leave
Commissions
$ $ $ $ $ %
Alan Mackenzie
2012 227,728
-
16,107 - 243,835
-
2011 308,089
-
21,794 - 329,883
-
Elliot Opolion4
2012 275,814
-
26,605 6,878 309,297
-
2011 145,052
-
29,167 2,346 176,565
-
Kevin Akom
2012 282,174
-
27,523 12,461 322,158
-
2011 278,862
-
32,523 3,276 314,661
-
Stephan Scheffer5
2012 -
-
- - -
-
2011 71,750
-
3,507 (3,517) 71,740
-
Total Remuneration
2012 785,716
-
70,235 19,339 875,290
-
2011 803,753
-
86,991 2,105 892,849
-

Notes

The terms 'director' and 'officer' have been treated as mutually exclusive for the purposes of this disclosure. The elements of emoluments have been determined on the basis of the cost to the economic entity.

  • 1 Executives are those directly accountable and responsible for the operational management and strategic direction of the economic entity.

  • 2 The transactions detailed in the above table for 2011 cover the period 1 July 2010 until 31 December 2010.

  • 3 The transactions detailed in the above table for 2011 cover the period 1 January 2011 until 30 June 2011.

  • 4 The transactions detailed in the above table for 2011 cover the period 25 October 2010 until 30 June 2011.

  • 5 The transactions detailed in the above table for 2011 cover the period 1 July 2010 until 10 September 2010.

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.

19

CPT Global Limited and Controlled Entities – Annual Report

Directors’ Report

Options granted as remuneration

Gerry
Tuddenham
Peter
Wright
Balance at
beginning
of period
Granted
as
Remune-
ration
Options
Exercised
Options
Lapsed
Balance
at end
of
period
Vested at
end of
period
Excer-
cisable at
end of
period
Vested
and un-
exercised
at end of
period
1 July
2011
30 June
2012
30 June
2012
30 June
2012
30 June
2012

100,000
-
-
100,000
-
-
-
-
100,000
-
-
100,000
-
-
-
-
Total 200,000
-
-
200,000
-
-
-
-

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 executive directors and specified executives are permanent employees of CPT Global Limited.

The employment contracts are generally 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 28.

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
Alan Baxter 10 9 3 3 1 1
Fred S Grimwade 10 10 3 3 1 1
Gerry Tuddenham 10 10 3 3 - -
Peter Wright 10 9 - - - -

20

CPT Global Limited and Controlled Entities – Annual Report

Directors’ Report

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) Alan Baxter (C) Alan Baxter Fred Grimwade Gerry Tuddenham

Notes

(C) Designates the chairman of the committee.

OPTIONS

During the year ended 30 June 2012, no options to acquire ordinary shares were granted (2011: nil) and nil (2011: 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.

No further shares have been issued since year end.

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 APES 110: 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 Moore Stephens Melbourne during the year ended 30 June 2012:

  • Taxation compliance services $16,000

  • Other services $6,000

Other services relate to accounting and taxation advice.

AUDITOR’S INDEPENDENCE DECLARATION

The lead auditor’s independence declaration for the year ended 30 June 2012 has been received and can be found on page 23 of the directors’ report.

21

CPT Global Limited and Controlled Entities – Annual Report

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 earlier section of this annual report.

Signed in accordance with a resolution of the directors.

==> picture [161 x 41] intentionally omitted <==

Gerry Tuddenham Managing Director Melbourne, 26 September 2012

22

==> picture [171 x 44] intentionally omitted <==

Level 10, 530 Collins Street Melbourne VIC 3000 T +61 (0)3 8635 1800 F +61 (0)3 8102 3400

www.moorestephens.com.au

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 2012 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 [168 x 42] intentionally omitted <==

MOORE STEPHENS Chartered Accountants

==> picture [184 x 61] intentionally omitted <==

S David Pitt Partner

Melbourne, 26 September 2012

23

CPT Global Limited and Controlled Entities - Annual Report

Consolidated Statement of Comprehensive Income

YEAR ENDED 30 JUNE 2012
Notes
2012
2011
$'000
$'000
Revenue
3
Other income
Salaries and employee benefits expense
Consultants benefits expense
Depreciation and amortisation expenses
4
Insurance expense
Finance costs
4
Lease expenses
Other expenses
PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE/ (REVENUE)
5
PROFIT AFTER INCOME TAX
Other Comprehensive Loss:
Exchange differences on translating foreign controlled entities
Total Other Comprehensive Loss for the year, net of tax
TOTAL COMPREHENSIVE INCOME
PROFIT ATTRIBUTABLE TO MEMBERS OF CPT GLOBAL
LIMITED
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO
MEMBERS OF CPT GLOBAL LIMITED
Basic earnings per share (cents per share)
26
Diluted earnings per share (cents per share)
26
39,450
38,086
22
22
(3,562)
(3,000)
(30,570)
(28,818)
(148)
(129)
(251)
(240)
(58)
(110)
(484)
(432)
(4,008)
(3,929)
391
1,450
217
(398)
608
1,052
(65)
(313)
(65)
(313)
543
739
608
1,052
543
739
1.66
2.87
1.66
2.85

The Consolidated Statement of Comprehensive Income is to be read in conjunction with the Notes to the Financial Statements.

24

CPT Global Limited and Controlled Entities - Annual Report

Consolidated Statement of Financial Position

AT 30 JUNE 2012
Notes
2012
2011
$'000
$'000
CURRENT ASSETS
Cash and cash equivalents
7
Trade and other receivables
8
Unbilled revenue
9
Current tax asset
17
Other current assets
10
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Deferred tax assets
17
Property, plant and equipment
13
Intangible assets
14
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
15
Current tax liabilities
17
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Trade and other payables
15
Other long term provisions
18
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
19
Reserves
20
Retained earnings
TOTAL EQUITY
1,114
884
7,051
6,852
3,866
3,199
246
116
403
385
12,680
11,436
855
425
170
246
7,341
7,321
8,366
7,992
21,046
19,428
7,674
5,645
116
174
7,790
5,819
-
28
354
305
354
333
8,144
6,152
12,902
13,276
12,075
12,075
256
321
571
880
12,902
13,276

The Consolidated Statement of Financial Position is to be read in conjunction with the Notes to the Financial Statements.

25

CPT Global Limited and Controlled Entities - Annual Report

Consolidated Statement of Changes in Equity

YEAR ENDED 30 JUNE 2012
Notes
Balance at 1 July 2010
Comprehensive income
Profit for the year
Other comprehensive loss
20
Total comprehensive
income/(loss) for the year
Transactions with owners, in
their capacity as owners
Share based payments
Dividends paid or provided for
6
Total transactions with owners,
in their capacity as owners
Balance as at 30 June 2011
Balance at 1 July 2011
Comprehensive income
Profit for the year
Other comprehensive loss
20
Total comprehensive
income/(loss) for the year
Transactions with owners, in
their capacity as owners
Share based payments
Dividends paid or provided for
6
Total transactions with owners,
in their capacity as owners
Balance as at 30 June 2012
$'000
$'000
$'000
$'000
$'000
Issued
capital
Retained
Equity
Foreign
Currency
Translation
Ordinary
Earnings
Reserve
Reserve
Total
12,075
379
1,670
(1,056)
13,068
-
1,052
-
-
1,052
(313)
(313)
-
1,052
-
(313)
739
-
-
20
-
20
-
(551)
-
-
(551)
-
(551)
20
-
(531)
12,075
880
1,690
(1,369)
13,276
12,075
880
1,690
(1,369)
13,276
-
608
-
-
608
-
-
-
(65)
(65)
-
608
-
(65)
543
-
-
-
-
-
(917)
(917)
-
(917)
-
-
(917)
12,075
571
1,690
(1,434)
12,902

26

CPT Global Limited and Controlled Entities - Annual Report

Consolidated Statement of Cash Flows

YEAR ENDED 30 JUNE 2012
Notes
2012
2011
$'000
$'000
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Interest received
Finance costs paid
Income tax paid
NET CASH FLOWS FROM OPERATING ACTIVITIES
21
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment, software
NET CASH FLOWS USED IN INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of borrowings
Payment of dividends on ordinary shares
NET CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS HELD
Add opening cash & cash equivalents brought forward
Effects of exchange rate changes on cash and cash equivalents
CLOSING CASH AND CASH EQUIVALENTS CARRIED FORWARD
7
40,890
40,713
(39,014)
(39,192)
1
1
(58)
(110)
(402)
(248)
1,417
1,164
(91)
(55)
(91)
(55)
(38)
(46)
(917)
(551)
(955)
(597)
371
512
884
523
(141)
(151)
1,114
884

The Statement of Cash Flows is to be read in conjunction with the Notes to the Financial Statements.

27

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements comprise the financial statements of CPT Global Limited and its controlled entities (collectively referred to as ‘the Group’ or ‘the Economic Entity’). The separate financial statements of the Parent Entity, CPT Global Limited, have not been presented within this financial report as permitted by the Corporations Act 2001.

The principal activities of the group during the financial year were the provision of specialist IT consultancy services. The registered address and principal place of business is level 1, 4 Riverside Quay, Southbank, Victoria.

Basis of Preparation

The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.

Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards. Material accounting policies adopted in the preparation of this financial report are presented below and have been consistently applied unless otherwise stated.

The financial report has been prepared on an accruals basis and is based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. All amounts are in Australian dollars unless otherwise stated.

During the current year the Group adopted all of the amending Australian Accounting Standards and New Interpretations applicable to its operations which became mandatory. The adoption of these standards has had no significant impact on these financial statements.

Accounting Policies

(a) Principles of consolidation

A controlled entity is any entity over which CPT Global Limited has the power to govern the financial and operating policies so as to obtain benefits from its activities. In assessing the power to govern, the existence and effect of holdings of actual and potential voting rights are considered.

A list of controlled entities is contained in note 12 to the financial statements.

As at the end of the reporting period, the assets and liabilities of all controlled entities have been incorporated into the consolidated financial statements as well as their results for the year then ended. Where controlled entities have entered (left) the Group during the year, their operating results have been included (excluded) from the date control was obtained (ceased).

All inter-group balances and transactions between entities in the Group, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with those adopted by the parent entity by making the necessary adjustments to the subsidiary’s accounts.

The financial statements of the subsidiaries used in the preparation of these consolidated financial statements have been prepared as of the same reporting date as the parent.

28

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(b) Income Tax

The income tax expense/(revenue) for the year comprises current income tax expense/(income) and deferred tax expense/(income).

Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at the end of the reporting period. Current tax liabilities/ (assets) are therefore measured at the amounts expected to be paid to/(recovered from) the relevant taxation authority.

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses.

Current and deferred income tax expense/(income) is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity.

Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. 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 assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at the end of the reporting period. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profits will be available against which the benefits of the deferred tax asset can be utilised.

Deferred tax assets and liabilities are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences, and it is probable that the differences will not reverse in the foreseeable future.

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

(c) Unbilled Revenue

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.

29

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(d) Property, Plant & Equipment

Each class of property, plant and equipment is carried at cost or fair value as indicated less, where applicable, any accumulated depreciation and impairment losses.

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. When there are indications of any impairment, 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. 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.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are recognised in profit or loss during the financial period in which they are incurred.

Depreciation

The depreciable amount of all fixed assets including buildings and capitalised lease assets, but excluding freehold land, is depreciated on a straight line basis over the asset’s useful life to the 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 Leasehold improvements 20% Fixtures Fittings and Equipment 22.5% to 50% Motor Vehicles 12% to 20%

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are recognised in profit and loss.

(e) 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 not transferred to entities in the 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.

Leased 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.

30

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(f) Financial Instruments

Recognition and measurement

Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to the instrument. For financial assets, this is equivalent to the date that the company commits itself to either the purchase or sale of the asset (i.e. trade date accounting is adopted).

Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified ‘at fair value through profit or loss’, in which case transaction costs are expensed to profit or loss immediately.

Classification and subsequent measurement

Financial instruments are subsequently measured at fair value, amortised cost using the effective interest rate method, or cost.

Amortised cost is the amount at which the financial asset or financial liability is measured at initial recognition less principal repayments and any reduction for impairment, and adjusted for any cumulative amortisation of the difference between that initial amount and the maturity amount calculated using the effective interest method.

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.

The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that exactly discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying value with a consequential recognition of an income or expense in profit or loss.

The Group does not designate any interests in subsidiaries, associates or joint venture entities as being subject to the requirements of accounting standards specifically applicable to financial instruments.

(i) Financial assets at fair value through profit or loss

Financial assets are classified at ‘fair value through profit or loss’ when they are either held for trading for the purpose of short-term profit taking, derivatives not held for hedging purposes, or when they are designated as such to avoid an accounting mismatch or to enable performance evaluation where a group of financial assets is managed on a fair value basis in accordance with a documented risk management or investment strategy. Such assets are subsequently measured at fair value with changes in carrying value being included in profit or loss.

(ii) 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 subsequently measured at amortised cost.

(iii) Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the Group’s intention to hold these investments to maturity. They are subsequently measured at amortised cost.

31

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(iv) Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are either not suitable to be classified into other categories of financial assets due to their nature, or they are designated as such by management. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments. They are subsequently measured at fair value with changes in carrying value being included in equity.

(v) Financial liabilities

Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost.

Derivative instruments

CPT Global Limited and Controlled Entities designate certain derivatives as either:

  • i. hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedge); or ii. hedges of highly probable forecast transactions (cash flow hedges).

At the inception of the transaction the relationship between hedging instruments and hedged items, as well as the Group’s risk management objective and strategy for undertaking various hedge transactions is documented.

Assessments, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items, are also documented.

(i) Fair value hedge

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss, together with any changes in the fair value of hedged assets or liabilities that are attributable to the hedged risk.

(ii) Cash flow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is deferred to a hedge reserve in equity through other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss.

Amounts accumulated in the hedge reserve in equity are transferred to profit or loss in the periods when the hedged item will affect profit or loss.

Impairment of Financial Instruments

At the end of each reporting period, the Group assesses whether there is objective evidence that a financial instrument has been impaired. In the case of available-for-sale financial instruments, a significant or prolonged decline in the value of the instrument is considered to determine whether impairment has arisen. In the case of loans and receivables, impairment is recognised when collectability is doubtful (refer to (g) for further details). Impairment losses are recognised in the profit and loss.

Financial guarantees

Where material, financial guarantees issued, which require the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due, are recognised as a financial liability at fair value on initial recognition.

The guarantee is subsequently measured at the higher of the best estimate of the obligation and the amount initially recognised less, when appropriate, cumulative amortisation in accordance with AASB 118: Revenue. Where the entity gives guarantees in exchange for a fee, revenue is recognised under AASB 118.

32

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The fair value of financial guarantee contracts has been assessed using a probability weighted discounted cash flow approach. The probability has been based on:

  • the likelihood of the guaranteed party defaulting in a year period;

  • the proportion of the exposure that is not expected to be recovered due to the guaranteed party defaulting; and

  • the maximum loss exposed if the guaranteed party were to default.

Derecognition

Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expired. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss.

(g) Receivables

Trade receivables are a part of financial instruments (loans and receivables) and are initially recognised at fair value and are subsequently measured at amortised cost less any provision for impairment. Trade receivables are generally due for settlement within 30 days.

Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off by reducing the carrying amount directly. An allowance account (provision for impairment of trade receivables) is used when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the trade receivable is impaired. The amount of the impairment allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial.

The amount of the impairment loss is recognised in the profit or loss within other expenses. When a trade receivable for which an impairment allowance had been recognised becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other expenses in the profit or loss.

(h) Impairment of assets

At the end of each reporting period, 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 and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is recognised as an expense in the profit and loss.

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.

Non financial assets, other than goodwill that suffered impairment, are reviewed for possible reversals of the impairment at the end of each reporting period.

33

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(i) Intangibles

Goodwill

Goodwill is initially recorded at the amount by which the purchase price for a business combination exceeds the fair value attributed to the interest in the net fair value of identifiable assets, liabilities and contingent liabilities at the 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.

Intellectual Property

Intellectual property is recognised at the cost of acquisition and has an indefinite useful life. Intellectual property is tested annually for impairment and carried at cost less accumulated impairment losses.

Computer Software

Computer software is recognised at the cost of acquisition. Computer software costs have a finite useful life and are carried at cost less accumulated amortisation and any impairment losses. Computer software costs are amortised on a diminishing value basis over their useful life. The amortisation rate used for software costs is 37.5%.

(j) Foreign Currency Transactions and Balances

Functional and presentation currency

The functional currency of each of the Group’s entities is 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 re-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 profit or loss, except where deferred in equity as a qualifying cash flow or net investment hedges.

Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in the profit or loss.

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 the end of the reporting period;

  • income and expenses are translated at average exchange rates for the period; and

  • all resulting exchange differences are recognised in other comprehensive income.

On consolidation, exchange differences arising from translation of transactions considered to be net investment in foreign operations are transferred directly to the Group’s foreign currency translation reserve in the statement of financial position. These differences are recognised in the profit or loss in the period in which the operation is disposed.

34

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(k) Trade and other payables

Trade and other payables are a part of financial instruments (Non-derivative financial liabilities). These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.

(l) Employee Benefits

Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits. Those cashflows are discounted using market yields on national government bonds with terms to maturity that match the expected timing of cashflows.

(i) Wages and salaries, annual leave and sick leave Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months of the end of the reporting period are recognised in other payables in respect of employees’ services up to the end of the reporting period and are measured at the undiscounted amounts expected to be paid when the liabilities are settled. When measuring sick leave entitlement, only the unutilised entitlement that is likely to be utilised over and above the leave entitlement that continues to accrue in the future periods is taken into account.

(ii) Long service leave The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

(iii) Retirement benefit obligations

Contributions to defined contributions superannuation funds are recognised as an expense as they become payable.

(iv) Share based payments Share-based compensation benefits are provided to certain employees via the CPT Share and Option Incentive Plan and an employee share scheme. Information relating to these schemes is set out in note 23.

The fair value of options granted under the CPT Share and Option Incentive Plan is recognised as an employee benefit expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the employees become unconditionally entitled to the options.

The fair value at grant date is independently determined using a Hull-White trinomial option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.

The fair value of the options granted is adjusted to reflect market vesting conditions, but excludes the impact of any nonmarket vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. At the end of the each reporting period, the entity revises its estimate of the number of options that are expected to become exercisable. The employee benefit expense recognised each period takes into account the most recent estimate. The impact of the revision to the original estimates, if any, is recognised in the profit and loss with a corresponding adjustment to equity.

35

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(m) Provisions

Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. A provision for dividends is not recognised as a liability unless the dividends are declared, determined or publicly recommended on or before the end of the reporting period.

(n) Issued Capital

Issued and paid up capital is recognised at the fair value of the consideration received by the Group.

Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received.

(o) 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 statement of financial position.

(p) Revenue and Other Income

Revenue is measured at the fair value of the consideration received or receivable after taking into account any trade discounts and volume rebates allowed. Any consideration deferred is treated as the provision of finance and is discounted at a rate of interest that is generally accepted in the market for similar arrangements. The difference between the amount initially recognised and the amount ultimately received is interest revenue.

The following specific recognition criteria must also be met before revenue is recognised:

Sale of Goods

Significant risk and rewards of ownership of 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 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 effective interest rates applicable to the financial assets.

All revenue is stated net of the amount of goods and services tax (GST).

36

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(q) Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a substantial period of time to prepare for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

All other borrowing costs are expensed in the period in which they are incurred.

(r) Earnings per share (“EPS”)

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;

  • other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; and

  • divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

(s) Consumption Taxes (GST and VAT)

Revenues, expenses and assets are recognised net of the amount of GST and VAT, except:

  • where the amount of GST and VAT incurred is not recoverable from the taxation authority. In these circumstances the GST and VAT is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST and VAT.

Cash flows are presented in the statement of cash flows inclusive of GST and VAT.

(t) 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 costs they are compensating.

(u) Comparative Figures

When required by accounting standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.

(v) 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, or in certain cases the nearest dollar.

37

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(w) Critical Accounting Estimates & Judgements

The directors evaluate estimates and judgements 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

(i) Impairment of Goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units (CGU) to which goodwill has been allocated. The value in use calculation requires the Group to estimate the future cash flows expected to arise from the CGU and a suitable discount rate in order to calculate the present value.

Refer to Note 14 for details of the assumptions used in this calculation and the potential impact of changes to the assumptions.

Key judgements

(i) Provision for impairment of receivables

Included in trade receivables at the end of the reporting period is an amount receivable from a customer during the current financial year amounting to $33,000. The Group has determined that the recoverability of this debt from the customer is uncertain hence a provision for impairment has been made. An assessment of all accounts outstanding for longer than the agreed trading terms has been undertaken.

(ii) Unbilled revenue

The Group measures unbilled revenue based on information available at the time of recognition. This information includes historical trends, data analysis, significant judgements from key management personnel as to the reasonable expectations of future events and completion of projects in progress. Management has considered certain old amounts as fully recoverable and therefore no provision for impairment was made. See Note 9 for further details.

(x) New Accounting Standards for Application in Future Period

The AASB has issued a number of new and amended Accounting Standards and Interpretations that have mandatory application dates for future reporting periods, some of which are relevant to the Group. The Group has decided not to early adopt any of these new and amended pronouncements. The Group’s assessment of the new and amended pronouncements that are relevant to the Group but applicable in future reporting periods is set out below:

AASB 9: Financial Instruments (December 2010) and AASB 2010–7: Amendments to Australian Accounting Standards arising from AASB 9 (December 2010) (applicable for annual reporting periods commencing on or after 1 January 2013).

These Standards are applicable retrospectively and include revised requirements for the classification and measurement of financial instruments, as well as recognition and derecognition requirements for financial instruments.

38

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The key changes made to accounting requirements include:

  • simplifying the classifications of financial assets into those carried at amortised cost and those carried at fair value;

  • simplifying the requirements for embedded derivatives;

  • removing the tainting rules associated with held-to-maturity assets;

  • removing the requirements to separate and fair value embedded derivatives for financial assets carried at amortised cost;

  • allowing an irrevocable election on initial recognition to present gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. Dividends in respect of these investments that are a return on investment can be recognised in profit or loss and there is no impairment or recycling on disposal of the instrument;

  • requiring financial assets to be reclassified where there is a change in an entity’s business model as they are initially classified based on: (a) the objective of the entity’s business model for managing the financial assets; and (b) the characteristics of the contractual cash flows; and

  • requiring an entity that chooses to measure a financial liability at fair value to present the portion of the change in its fair value due to changes in the entity’s own credit risk in other comprehensive income, except when that would create an accounting mismatch. If such a mismatch would be created or enlarged, the entity is required to present all changes in fair value (including the effects of changes in the credit risk of the liability) in profit or loss.

The IASB has issued Mandatory Effective Date of IFRS 9 and Transition Disclosures, the effect of which is to defer the mandatory application date of IFRS 9 from 1 January 2013 to 1 January 2015. It is anticipated that the AASB will publish an Australian equivalent the IASB’s Standard, thereby deferring the mandatory application of AASB 9 and AASB 2010-7 to 1 January 2015.

In light of these expected changes, the directors anticipate the Group will adopt AASB 9 and AASB 2010-7 for the annual reporting period ending 30 June 2016. The directors anticipate that the adoption of AASB 9 and AASB 2010-7 may have a significant impact on the amounts reported in respect of financial instruments for the period ending 30 June 2016. However, it is impracticable at this stage to provide a reasonable estimate of the possible impact on the Group’s financial statements from applying AASB 9 and AASB 2010-7.

The AASB has issued new and amended accounting standards and interpretations that have mandatory application dates for future reporting periods. The Group has decided against early adoption of these standards. A discussion of those future requirements and their impact on the Group follows:

AASB 2010–8: Amendments to Australian Accounting Standards – Deferred Tax: Recovery of Underlying Assets (applies to periods beginning on or after 1 January 2012).

39

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

This Standard makes amendments to AASB 112: Income Taxes and incorporates Interpretation 121: Income Taxes – Recovery of Revalued Non-Depreciable Assets into AASB 112.

Under the current AASB 112, the measurement of deferred tax liabilities and deferred tax assets depends on whether an entity expects to recover an asset by using it or by selling it. The amendments introduce a presumption that an investment property is recovered entirely through sale. This presumption is rebutted if the investment property is held within a business model whose objective is to consume substantially all of the economic benefits embodied in the investment property over time, rather than through sale.

The amendments are not expected to significantly impact the Group.

AASB 10: Consolidated Financial Statements, AASB 11: Joint Arrangements, AASB 12: Disclosure of Interests in Other Entities, AASB 127: Separate Financial Statements [August 2011], AASB 128: Investments in Associates and Joint Ventures [August 2011] and AASB 2011-7: Amendments to Australian Accounting Standards arising from the Consolidation and Joint Arrangements Standards (applicable for annual reporting periods commencing on or after 1 January 2013).

AASB 10 replaces parts of AASB 127 [March 2008, as amended] and Interpretation 112: Consolidation – Special Purpose Entities. AASB 10 provides a revised definition of control and additional application guidance so that a single control model will apply to all investees.

AASB 11 replaces AASB 131: Interests in Joint Ventures (July 2004, as amended). AASB 11 requires joint arrangements to be classified as either ‘joint operations’ (where the parties that have joint control of the arrangement have rights to the assets and obligations for the liabilities) or ‘joint ventures’ (where the parties that have joint control of the arrangement have rights to the net assets of the arrangement). Joint ventures are required to adopt the equity method of accounting (proportionate consolidation is no longer allowed).

AASB 12 contains the disclosure requirements applicable to entities that hold an interest in a subsidiary, joint venture, joint operation or associate. AASB 12 also introduces the concept of a ‘structured entity’, replacing the ‘special purpose entity’ concept currently used in Interpretation 112, and requires specific disclosures in respect of any investments in unconsolidated structured entities.

To facilitate the application of AASBs 10, 11 and 12, revised versions of AASB 127 and AASB 128 have also been issued.

These Standards are not expected to significantly impact the Group’s financial statements.

AASB 13: Fair Value Measurement and AASB 2011-8: Amendments to Australian Accounting Standards arising from AASB 13 (applicable for annual reporting periods commencing on or after 1 January 2013).

AASB 13 defines fair value, sets out in a single Standard a framework for measuring fair value, and requires disclosures about fair value measurement.

AASB 13 requires:

  • inputs to all fair value measurements to be categorised in accordance with a fair value hierarchy; and

  • enhanced disclosures regarding all assets and liabilities (including, but not limited to, financial assets and financial liabilities) measured at fair value.

These Standards are expected to result in more detailed fair value disclosures, but are not expected to significantly impact the amounts recognised in the Group’s financial statements.

40

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

AASB 2011-4: Amendments to Australian Accounting Standards to Remove Individual Key Management Personnel Disclosure Requirements (applicable for annual reporting periods beginning on or after 1 July 2013)

This Standard makes amendments to AASB 124: Related Party Disclosures to remove the individual key management personnel disclosure requirements (including paragraphs Aus29.1 to Aus29.9.3). These amendments serve a number of purposes, including furthering trans-Tasman convergence, removing differences from IFRSs, and avoiding any potential confusion with the equivalent Corporations Act 2001 disclosure requirements.

This Standard is not expected to significantly impact the Group’s financial report as a whole because:

  • some of the disclosures removed from AASB 124 will continue to be required under section 300A of the Corporations Act 2001, which is applicable to the Group; and

  • AASB 2011-4 does not affect the related party disclosure requirements in AASB 124 applicable to all reporting entities, and some of these requirements require similar disclosures to those removed by AASB 2011-4.

  • AASB 2011-9: Amendments to Australian Accounting Standards - Presentation of Items of Other Comprehensive Income (applicable for annual reporting periods commencing on or after 1 July 2012).

The main change arising from this Standard is the requirement for entities to group items presented in other comprehensive income (OCI) on the basis of whether they are potentially reclassifiable to profit or loss subsequently. This Standard affects presentation only and is therefore not expected to significantly impact the Group’s financial statements.

AASB 119: Employee Benefits [September 2011] and AASB 2011-10: Amendments to Australian Accounting Standards arising from AASB 119 (applicable for annual reporting periods commencing on or after 1 January 2013)

These Standards introduce a number of changes to accounting and presentation of defined benefit plans. The Group does not have any defined benefit plans and so is not impacted by the amendment.

AASB 119 [September 2011] also includes changes to:

(a) require only those benefits that are expected to be settled wholly before twelve months after the end of the annual reporting period in which the employees render the related service to be classified as short-term employee benefits. All other employee benefits are to be classified as either other long-term employee benefits, post-employment benefits or termination benefits , as appropriate; and

(b) the accounting for termination benefits that require an entity to recognise an obligation for such benefits at the earlier of:

  • (i) for an offer that may be withdrawn – when the employee accepts;

  • (ii) for an offer that cannot be withdrawn – when the offer is communicated to affected employees; and

  • (iii) where the termination is associated with a restructuring of activities under AASB 137 and if earlier than the first two conditions – when the related restructuring costs are recognised.

These Standards are not expected to significantly impact the Group’s financial statements.

41

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

AASB 2012-3: Amendments to Australian Accounting Standards – Offsetting Financial Assets and Financial Liabilities [AASB 132] (applicable for annual reporting periods commencing on or after 1 January 2014) This Amending Standard adds application guidance to

AASB 132: Financial Instruments: Presentation to address potential inconsistencies identified in applying some of the offsetting criteria of AASB 132, including clarifying the meaning of “currently has a legally enforceable right of setoff” and that some gross settlement systems may be considered equivalent to net settlement.

This Standard is not expected to significantly impact the Group’s financial statements.

AASB 2012-2: Amendments to Australian Accounting Standards – Disclosures – Offsetting Financial Assets and Financial Liabilities [AASB 7 & AASB 132] (applicable for annual reporting periods commencing on or after 1 January 2013)

AASB 2012-3 principally amends AASB 7: Financial Instruments: Disclosures to require entities to include information that will enable users of their financial statements to evaluate the effect or potential effect of netting arrangements, including rights of set-off associated with the entity’s recognised financial assets and recognised financial liabilities, on the entity’s financial position.

This Standard is not expected to significantly impact the Group’s financial statements.

AASB 2012-5: Amendments to Australian Accounting Standards arising from Annual Improvements 2009-2011 Cycle [AASBs 1, 101, 116, 132 & 134 and Interpretation 2] (applicable for annual reporting periods commencing on or after 1 January 2013)

  • AASB 1: First-time Adoption of Australian Accounting Standards to clarify the requirements in respect of the application of AASB 1 when an entity discontinues and then resumes applying Australian Accounting Standards;

  • AASB 101: Presentation of Financial Statements and AASB 134: Interim Financial Reporting to clarify the requirements for presenting comparative information;

  • AASB 116: Property, Plant and Equipment to clarify the accounting treatment of spare parts, stand-by equipment and servicing equipment;

  • AASB 132 and Interpretation 2: Members’ Shares in Co-operative Entities and Similar Instruments to clarify the accounting treatment of any tax effect of a distribution to holders of equity instruments; and

    • AASB 134 to facilitate consistency between the measures of total assets and liabilities an entity reports for its segments in its interim and annual financial statements.

This Standard is not expected to significantly impact the Group’s financial statements.

42

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

2. PARENT INFORMATION

The following information has been extracted from the books and records of the parent and has been prepared in accordance with Accounting Standards.

STATEMENT OF FINANCIAL POSITION
ASSETS
Current Assets
Total Assets
LIABILITIES
Current Liabilities
Total Liabilities
EQUITY
Issued Capital
Reserves
Retained earnings/(accumulated losses)
Total Equity
STATEMENT OF COMPREHENSIVE INCOME
Total profit
Total comprehensive income
2012
2011
$'000
$'000
16,956
11,744
25,052
19,471
11,901
6,271
12,551
6,724
12,075
12,075
1,608
1,608
(1,182)
(936)
12,501
12,747
2012
2011
$'000
$'000
675
374
675
374

Guarantees

CPT Global Limited has not entered into any guarantees, in the current or previous financial year, in relation to the debts of its subsidiaries. Refer to Note 24(a) for details of bank guarantees in relation to leased offices.

3. REVENUE

REVENUE
Services Revenue
Total Revenue
OTHER INCOME
Rent Income
Interest Income
Other Income
Total Other Income
2012
2011
$'000
$'000
39,450
38,086
39,450
38,086
13
21
1
1
8
-
22
22

43

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

4. PROFIT/(LOSS) FOR THE YEAR

Note

Profit or loss for the year also includes the following specific expense
items.
Finance costs:
Interest expense on bank overdraft
Total finance costs
Foreign currency translation losses (gains)
Bad and doubtful debts
Rental expense on operating leases
Depreciation and amortisation of non-current assets
Defined superannuation contribution expense – Others
Defined superannuation contribution expense – KMP
5.
INCOME TAX EXPENSE
Tax expense comprises:
Current tax
Deferred tax
17
Under/(over) provision of previous 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% (2011: 30%)
Tax effect of

Tax on overseas income at a different rate

Share-based payments expense

Other non-allowable items

Foreign exchange differences arising on net investment in
foreign entities
1(j)

Current year tax losses not brought to account

Over-provision for income tax in prior year

Utilisation of prior year tax losses
Under/(over) provision of previous year
Income tax expense attributable to the entity
The applicable weighted average effective tax rates are as follows:
2012
2011
$'000
$'000
58
110
58
110
25
398
33
11
484
432
148
129
229
403
154
197
2012
2011
$'000
$'000
318
496
(430)
(112)
(105)
14
(217)
398
117
435
(47)
4
-
6
(4)
25
(11)
(69)
103
21
(42)
-
(228)
(39)
(105)
15
(217)
398
-55%
27%

The decrease in the weighted average effective tax rate for the current period tax charge is a result of the following:

  1. An adjustment to prior year where foreign exchange gains were treated as realised rather than unrealised. Realised gains are a taxable item for income taxes purposes whereas unrealised are a nontaxable item. The allowable deduction was recognised in current period tax charge.

  2. Utilisation of prior year tax losses.

44

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

6. DIVIDENDS PAID OR PROVIDED FOR ON ORDINARY SHARES

6.
DIVIDENDS PAID OR PROVIDED FOR ON
ORDINARY SHARES
(a) Dividends paid during the year
Current year interim
Franked dividends (1.5c per share) (2011:
1.5c per share)
Previous year final
Franked dividends (1.0c per share) (2010:
0.0c per share)
(b) Dividends proposed and not recognised as a
liability

Franked dividends (0.0c per share) (2011:
1.0c 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 6(b) as follows:
7.
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 statement of cash flows is reconciled to
items in the statement of financial position as
follows:
Cash and cash equivalents
Bank overdrafts
2012
2011
$'000
$'000
551
551
366
-
917
551
-
367
1,809
1,947
-
(157)
1,809
1,790
2012
2011
$'000
$'000
1,114
884
1,114
884
-
-
1,114
884

45

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

8. TRADE AND OTHER RECEIVABLES

Notes

CURRENT
Trade receivables
8(a)
Provision for impairment of receivables
8(b)
Other receivables
8(b)
2012
2011
$'000
$'000
7,000
6,835
(33)
(11)
6,967
6,824
84
28
7,051
6,852
  • (a) Trade receivables are non-interest bearing and generally on 30 day terms. The average credit period on rendering of services and sale of goods is 65 days (2011: 66 days). Management has objective evidence that certain receivable amounts arising from the past sale of goods and rendering of services are impaired and therefore a provision for impairment has been recognised.

Before accepting new customers, the Group assesses the creditworthiness of the potential client using information provided by independent rating agencies, publicly available information and its own trading record. The Group’s client portfolio consists of leading blue chip companies, Fortune Global 500 companies and Government departments within Australia. The profile of the trade receivable balance as at the reporting date is as follows:

Of the trade receivable balance at the end of the reporting period, $727,921 (2011: $448,281) is due from a large Australian telecommunications company totalling 10.3% (2011: 6.5%) of the trade receivables balance. There is also $705,938 (2011: $854,281) and $586,381 (2011: $861,677) from two leading banking institutions in Australia, $611,690 (2011: $77,280) from an Australian government department, $407,118 (2011: $888,622) from a major banking group in France and $397,340 ($120,878) from a large financial organisation in North America.

There are no other customers who represent more than 5% of the total balance of trade receivables.

Also of the trade receivables balance at the end of the reporting period a concentration of $5,042,677 (71%) relates to Australia. The remaining amounts are not significant.

Trade receivables that are past due but not impaired

Included in the trade receivable balance are debtors with a carrying amount of $1,003,304 (2011: $1,071,000) in the group which are past due at the end of the reporting period but have not been provided for as there has not been a significant change in credit quality and the amounts are still considered recoverable. Of the overdue balance, $879,108 (2011: $1,071,000) relates to clients with whom the Group has traded with for more than one year with no history of delinquency. The nature of the clients, namely a mix of large financial institutions, telecommunications companies and government give further confidence that these past due balances are not impaired. The Group does not hold any collateral over these balances. The ageing analysis of these trade receivables is:

1-3 months
3-6 months
Over 6 months
Within initial trade terms
2012
2011
$'000
$'000
689
982
245
19
69
80
5,997
5,754
7,000
6,835

The Group does not hold any financial assets with terms that have been renegotiated, but which would otherwise be past due or impaired.

46

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

8. TRADE AND OTHER RECEIVABLES (continued)

(b) Provision for impairment of current trade receivables

Current trade and other receivables are non-interest bearing and generally on 30 day terms. A provision for impairment is recognised when there is objective evidence that an individual trade or term receivable is impaired. These amounts have been included in the other expenses item.

Movement in the provision for impairment of receivables is as follows:

Balance at beginning of year
Charge for the year
Amounts written off as uncollectible
Balance at end of year
Fair values
Trade receivables
Other receivables
2012
2011
$'000
$'000
(11)
-
(22)
-
-
(11)
(33)
(11)
2012
2011
$'000
$'000
6,967
6,824
84
28

The Group determines fair values based on future cash flows discounted at the current market interest rate that is available to the Group for similar financial instruments. However, the carrying value less impairment provision of trade receivables are assumed to approximate fair value, due to their short term nature.

47

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

9. UNBILLED REVENUE (CURRENT)

Unbilled revenue
Total
2012
2011
$'000
$'000
3,866
3,199
3,866
3,199

Unbilled revenue represents amounts relating to revenue recognised in accordance with the accounting policies detailed in Note 1(c) that had not been invoiced to the customer as at the end of the reporting period. Included in the Group’s work in progress balance is $272,622 (2011: $130,589) relating to revenue that was recognised more than 12 months prior to the end of the reporting period. No provision for impairment has been recognised in relation to these amounts as management still consider these amounts to be recoverable.

Of the work in progress balance at the year end, $1,299,718 related to a single customer, a large financial services group in the Nordic region. Management has assessed the creditworthiness of the financial institution as high.

10. OTHER CURRENT ASSETS

Prepayments
Other current assets
2012
2011
$'000
$'000
112
37
291
348
403
385

11. OTHER FINANCIAL ASSETS

Notes
2012 2011
$'000 $'000

CURRENT

Derivative Financial Instruments Forward exchange contracts 31 - -

48

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

12. INTERESTS IN SUBSIDIARIES

12. INTERESTS IN SUBSIDIARIES
Country of Percentage of equity interest held
Name incorporation by the economic entity*
2012 2011
% %
CPT Global Ltd United Kingdom 100 100
CPT Global GmbH Germany 100 100
CPT Global Inc USA 100 100
CPT Global Consulting Corp Canada 100 100
CPT Global France France 100 100
Deakin Consulting Pty Ltd Australia 100 100
CPT Global Consulting Pty Ltd Australia 100 100
  • The percentage of voting power is proportional to ownership.

13. PROPERTY, PLANT AND EQUIPMENT

13. 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)
Leased plant and equipment
At cost
Accumulated depreciation
13(a)
Total property, plant and equipment
Total property, plant and equipment
Cost
Accumulated depreciation
Total written down amount
2012
2011
$'000
$'000
50
49
(46)
(46)
4
3
995
971
(906)
(859)
89
112
238
237
(196)
(177)
42
60
167
167
(150)
(128)
17
39
205
205
(187)
(173)
18
32
170
246
1,655
1,626
(1,485)
(1,380)
170
246

49

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

13. 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
Leased plant and equipment
Carrying amount at beginning
Additions
Depreciation expense
2012
2011
$'000
$'000
3
9
7
-
(6)
(6)
4
3
112
118
26
48
-
-
(49)
(54)
89
112
60
66
1
3
(19)
(9)
42
60
39
49
-
(22)
(10)
17
39
32
51
-
(14)
(19)
18
32

50

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

14. INTANGIBLE ASSETS

Goodwill at cost
Accumulated impairment losses
Total goodwill
Intellectual Property at cost
Software at cost
Accumulated amortisation and impairment
Total software
Total intangible assets
Year ended 30 June 2011
Balance at the beginning of the year
Additions
Disposals
Impairment loss
Amortisation charge
Year ended 30 June 2012
Balance at the beginning of the year
Additions
Disposals
Impairment loss
Amortisation charge
2012
2011
$'000
$'000
9,659
9,659
(2,473)
(2,473)
7,186
7,186
75
75
494
437
(414)
(377)
80
60
7,341
7,321
Goodwill
Intellectual
Property
Software
$'000
$'000
$'000
7,186
75
89
-
-
5
-
-
-
-
-
-
-
-
(34)
7,186
75
60
7,186
75
60
-
-
57
-
-
-
-
-
-
-
-
(37)
7,186
75
80

51

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

14. INTANGIBLE ASSETS (continued)

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 statement of comprehensive income. Goodwill and intellectual property have indefinite useful lives. These have been assessed as having indefinite useful lives because these intangible assets arose on the acquisition of businesses 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 Group’s reporting segment.

Australian Segment
Europe Segment
2012
2011
$'000
$'000
6,557
6,557
629
629
7,186
7,186

The recoverable amount of the cash-generating units is determined based on value-in-use calculations. Valuein-use is calculated based on the present value of the projected cash flows from that cash-generating unit over 5 years; periods beyond 5 years have been extrapolated using the terminal value growth rate of 4.7%.

Key Assumptions

The following key assumptions were used in determining the recoverable amount of goodwill:

Discount rate Gross Margin Sales Growth Transfer Pricing
2012 2011 2012 2011 2012 2011 2012 2011
Australian Segment 16.5% 16.5% 27.0% 28.5% 5.6% 5.0% 32% 37%

Management has based the value-in-use calculations on budgets and estimates for the CGU. The value-in-use is most sensitive to the following assumptions:

  • Discount rate;

  • Gross profit margins

  • Sales growth rates; and

  • Transfer Pricing

Discount rate – discount rate is a post tax rate and reflects the risks associated with a particular segment.

Gross profit margins – values assigned reflect past experience and recognition of the existing tightening market conditions.

Sales growth rates – reflects management’s expectations of revenue growth in the context of the Group’s Australian market strategy.

Transfer Pricing – represents expected costs incurred by CPT Global Australia in respect to supporting the operations of foreign subsidiaries and recovery of them based on their performance. Delays in the closing of contracts within the International regions have led to the underperformance of foreign subsidiaries at the date of this report. Notwithstanding this, the directors still believe the estimated future cash flow required to support the value of goodwill will be achieved within the financial year.

52

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

14. INTANGIBLE ASSETS (continued)

Sensitivity to changes in assumptions

The recoverable amount of goodwill is sensitive to reasonable possible changes in some of the key assumptions. Sensitivity analysis has been performed by applying the following possible changes in key assumptions:

  • Growth rate – 2% decrease in gross margins achieved

  • Discount rate – 2% increase in discount rate

  • Transfer Pricing – 8% reduction in recoverability of expenses

The maximum possible effect of these changes would result in impairment in the value of goodwill of up to $1.53 million as at 30 June 2012.

15. TRADE AND OTHER PAYABLES

CURRENT
Trade payables
Sundry payables and accrued expenses
Lease Liability
Employee benefits
Unearned revenue
Other current liabilities
NON - CURRENT
Sundry payables and accrued expenses
Lease Liability
2012
2011
$'000
$'000
4,792
3,426
1,657
1,173
16
36
753
728
162
162
294
120
7,674
5,645
-
13
-
15
-
28

Due to the short-term nature of these payables, their carrying value is assumed to approximate to their fair value. There are no financial guarantees in place.

16. BORROWINGS

Secured liabilities
Bank overdrafts
Unutilised financing facilities
Credit facility
Amount utilised
2012
2011
$'000
$'000
-
-
-
-
1,832
2,997
-
-
1,832
2,997

53

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

16. BORROWINGS (Continued)

The financing facilities above are secured by a first registered company charge (mortgage debenture) over the carrying value of the total assets of the parent entity, which totalled $25,052,000 at the end of the reporting period. Interest is charged at 1.0% above the ANZ reference rate.

Covenants imposed by the bank require amongst other things, a profit before tax and interest of $1,000,000 to be earned by the economic entity for the financial year. As a result of contract deferrals in Europe, a profit before interest and tax of $598,000 was achieved. This covenant breach has been reported to CPT’s bank. All other covenants were satisfied.

The economic entity has recently secured financing arrangements with another financial institution which is free from such a covenant. This facility will be implemented effective from December 2012.

17. TAX

(a) Liabilities
CURRENT
Income tax
NON CURRENT
(b) Liabilities
Deferred tax liabilities comprise:
Accrued Income
Reconciliation of deferred tax liabilities
Accrued Income
Opening balance
Reversals during year
Closing balance
(c) Assets
CURRENT
Income tax
NON CURRENT
Deferred tax assets comprise:
Provisions, accrued employee entitlements
and benefits and accruals
Future income tax benefits attributable to
tax losses
Reconciliation of deferred tax assets
Opening balance
Credited to the statement of comprehensive
income
Other
Closing balance
2012
2011
$'000
$'000
116
174
-
-
-
53
-
(53)
-
-
246
116
497
425
358
-
855
425
425
366
430
59
-
-
855
425

The future income tax benefit of the deferred tax assets will only be realised if the conditions of deductibility set out in Note 1(b) occur. Deferred tax assets not brought to account for which the benefits will only be realised if the conditions for deductibility set out in Note 1(b) occur amount to nil (2011: $282,000).

54

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

18. PROVISIONS (NON-CURRENT)

Long-term employee benefits
Balance at 1 July 2011
Additional provisions
Balance at 30 June 2012
2012
2011
$'000
$'000
305
178
49
127
354
305

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.

19. ISSUED CAPITAL

(a) Issued and paid up capital
36,716,364 (2011: 36,716,364)
fully paid ordinary shares
2012
2011
$’000
$’000
12,075
12,075
12,075
12,075

(b) Movements in shares on issue

(b) Movements in shares on issue
2012
2011
Number of
shares
$’000’
Number of
shares
$’000
Beginning of the financial year
Shares issued under ESOP
Performance shares issued to executive directors
Shares cancelled during the period
End of the financial year
36,716,364
12,075
36,746,364
12,075
-
-
-
-
-
(30,000)
36,716,364
12,075
36,716,364
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 30[th] June 2012 no ordinary shares were bought back under the on market buyback (2011: Nil). Ordinary shares have no par value.

  • (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 2012.

(c) Options

  • (i) For information relating to the CPT Global Limited employee option plan, including details of options issued, exercised and lapsed during the financial year and the options outstanding at year-end, refer to Note 23 Share based payments.

  • (ii) For information relating to share options issued to key management personnel during the financial year, refer to Note 28 Key management compensation.

55

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

19. ISSUED CAPITAL (Continued)

(d) Capital Management

Management controls the capital of the group in order to maintain an appropriate debt to equity ratio, provide shareholders with adequate returns and ensure that the group can fund its operations and continue as a going concern. The Group does not currently have significant debt capital employed in the business as indicated in the following table. Management effectively manages the group’s capital by assessing the group’s financial risks and externally imposed capital requirements and adjusts its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to shareholders, share buy-backs and share issues. There have been no changes in the strategy adopted by management to control the capital of the group since the prior year. This strategy is to ensure that the group’s gearing ratio remains at an appropriate level between 0% and 50%.

The gearing ratios for the year ended 30 June 2012 and 30 June 2011 are as follows:

Total borrowings
Less cash and cash equivalents
Net debt
Total equity
Total capital employed
Gearing ratio
2012
2011
$’000
$’000
-
-
(1,114)
(884)
-
-
12,902
13,276
12,902
13,276
0%
0%

20. RESERVES

(a) Foreign currency translation

The foreign currency translation reserve records exchange differences arising on translation of the financial statements of foreign subsidiaries.

(b) Equity reserve

The equity reserve is a non-distributable reserve used to record share based payment expense.

(c) Analysis of items of other comprehensive income by each class of reserve

Foreign currency translation reserve
Exchange difference on translating foreign controlled entities
Tax effect
Movement in foreign currency translation reserve
Total other comprehensive income for the year
2012
2011
$’000
$’000
(65)
(313)
-
-
(65)
(313)
(65)
(313)

56

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

21. CASH FLOW INFORMATION
(a) Reconciliation of the net profit after tax to
the net cash flows from operations
Net profit/(loss)
Non-Cash Items
Depreciation and amortisation of non-current
assets
Share based payments
Bad and doubtful debts expense
Changes in assets and liabilities
Decrease in trade and term receivables
(Increase)/decrease in prepayments
(Increase)/decrease in inventories
Deferred tax assets (increase)
(Decrease) in trade payables and accruals
(Decrease)/increase in income taxes payable
(Decrease) in deferred tax liabilities
Increase in employee entitlements
Net cash flow from operating activities
2012
2011
$'000
$'000
608
1,052
148
129
-
20
33
11
(113)
1,138
(75)
107
(668)
(1,329)
(561)
(59)
1,902
(291)
(58)
261
-
(53)
201
178
1,417
1,164

There were no acquisitions or disposals of subsidiaries in the 2012 financial year.

57

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

22. EXPENDITURE COMMITMENTS

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
Present value of minimum lease payments
(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
2012
2011
$'000
$'000
17
39
-
17
-
-
17
56
(1)
(4)
16
52
474
462
1,433
299
128
-
2,035
761

Notes:

(i) The finance leases on selected property, plant and equipment are part of a progressive drawdown facility, with a 60 month term, with lease payments made monthly in advance.

(ii) The property leases are non-cancellable with terms ranging from 2 to 5 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.

58

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

23. SHARE-BASED PAYMENTS

The following share-based payment arrangements existed at 30 June 2012:

Issue Expiry Exercise As at 1 Forfeited/ As at 30
date date Price July 2011 Issued Exercised/
transferred
June
2012
/ expired
Directors
Performance
Shares
(a) 28/11/08 29/11/11 $1 in total 200,000 - 200,000 -

(a) On 28 November 2008, at the Company’s Annual General Meeting, 200,000 performance shares were granted to executive directors to take up ordinary shares at an exercise price of $1 in total. The fair value of these performance shares at the date of grant was $49,000. The fair value has been calculated using a Hull-White trinomial option pricing model using the following inputs:

Weighted average exercise price nil
Maximum life of option 3 years
Underlying share price $0.33
Expected share price volatility 36%
Risk free interest rate 6.5%
Dividend yield 10%

The issue of these performance shares in one tranche is contingent upon the Company’s share price exceeding certain levels for specified periods between 30 November 2010 and 29 November 2011, as follows:

No. of shares Conditions which must be satisfied

to be issued

200,000 The highest quoted (buy) price of CPT Global shares reaching or exceeding $1.40 for 5 consecutive business days during the period 30 November 2010 to 29 November 2011 (both dates inclusive)

As at reporting date, the share price criteria for the issuance of these performance shares expired due to the share price never reaching or exceeding $1.40 during the specified periods. For the year ended 30 June 2012, nil (2011: $20,230) has been expensed in relation to these share options.

Historic volatility has been used as a basis for determining expected share price volatility as it is assumed that this is indicative of future trends.

59

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

23. SHARE-BASED PAYMENTS (continued)

(d) 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
2012
2011
Number of
options
Weighted average
exercise price
$
Number of
options
Weighted average
exercise price
$
200,000
0.00
300,000
0.00
-
-
-
-
-
-
-
-
-
-
-
-
(200,000)
-
(100,000)
-
-
0.00
200,000
0.00

At 30 June 2012 there were no outstanding options to be vested or exercised.

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 in the dividends of the economic entity and are not transferable.

24. CONTINGENT LIABILITIES AND CONTINGENT ASSETS

(a) Contingent liabilities

Guarantees

CPT Global Limited has provided guarantees of $184,576 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 next 12 months.

25. EVENTS AFTER THE REPORTING PERIOD

(a) On 24[th] August 2012 CPT Global Limited announced its intention to extend the on-market share buy back for a further twelve months until 27[th] August 2012. A maximum of 3,000,000 shares may be bought back during the buy back period, which will run from 27th August 2009 until 27th August 2014.

(b) The financial report was authorised for issue on 26 September 2012 by the Board of Directors.

60

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

26. 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
27. AUDITORS' REMUNERATION
Amounts received or due and receivable by
Moore Stephens for:

an audit or review of the financial report of
the parent and any other entity in the Group

other services in relation to the entity and
any other entity in the Group
- tax compliance
- other services
2012
2011
$'000
$'000
608
1,052
-
-
608
1,052
Number of
shares
Number of
shares
36,716,364
36,716,364
-
199,996
36,716,364
36,916,360
2012
2011
$'000
$'000
126
130
16
3
6
53

Other services relate to accounting and taxation services.

28. KEY MANAGEMENT PERSONNEL COMPENSATION

(a) Names and positions held of economic entity key management personnel in office at any time during the financial year are:

Key Management Person Fred S Grimwade Alan Baxter Gerry Tuddenham Peter Wright Alan Mackenzie Kevin Akom Elliot Opolion

Position

Non-executive Chairman Non-executive Director Managing Director Executive Director Technical Director CPT Global Ltd (UK) Chief Operating Officer Company Secretary and Chief Financial Officer

61

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

28. KEY MANAGEMENT PERSONNEL COMPENSATION (continued)

(b) Key Management Personnel Compensation

Refer to the Remuneration Report contained in the Director’s Report for details of the remuneration paid to each member of the Group’s key management personnel for the year ended 30 June 2012.

The totals of remuneration paid to key management personnel of the company and the Group during the year are as follows:

Short-term employee benefits
Post-employment benefits
Other long-term benefits
Termination benefits
Share-based payments
2012
2011
$1,685,266
$1,694,326
$153,629
$197,098
$37,298
$15,905
-
-
-
-
$1,876,193
$1,907,329

(c) Compensation Options

Options Granted As Compensation

Gerry
Tuddenham
Peter Wright
Balance at
beginning
of period
Granted
as
Remune-
ration
Options
Exercise
d
Options
Lapsed
Balance
at end of
period
Vested
at end of
period
Excer-
cisable at
end of
period
Vested
and un-
exercised
at end of
period
1 July
2011
30 June
2012
30 June
2012
30 June
2012
30 June
2012
100,000
-
-
100,000
-
-
-
-
100,000
-
-
100,000
-
-
-
-
Total 200,000
-
-
200,000
-
-
-
-
Gerry
Tuddenham
Peter Wright
Balance at
beginning
of period
Granted
as
Remune-
ration
Options
Exercise
d
Options
Lapsed
Balance
at end of
period
Vested
at end of
period
Excer-
cisable at
end of
period
Vested
and un-
exercised
at end of
period
1 July
2010
30 June
2011
30 June
2011
30 June
2011
30 June
2011
150,000
-
-
50,000
100,000
-
-
-
150,000
-
-
50,000
100,000
-
-
-
Total 300,000
-
-
100,000
200,000
-
-
-

62

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

28. KEY MANAGEMENT PERSONNEL COMPENSATION (continued)

(d) Shareholdings

Shares held by key management personnel directly, indirectly or beneficially including their related parties:

Shares held in CPT Global
Limited
Fred S Grimwade
Alan Baxter
Gerry Tuddenham
Peter Wright
Specified Executives
Kevin Akom
Alan Mackenzie
Balance 1 July
2011
Granted as
Remuneration
On Exercise
of Options
Ord
Ord
Ord
Net Change
Other
Balance 30 June
2012
Ord
Ord
718,200
-
-
-
-
-
12,827,938
-
-
164,500
-
-
565,013
-
-
346,623
-
-
-
718,200
-
-
222,854
13,050,792
-
164,500
-
565,013
-
346,623
Total 14,622,274
-
-
222,854
14,845,128
Shares held in CPT Global
Limited
Fred S Grimwade
Ian MacDonald
Gerry Tuddenham
Peter Wright
Specified Executives
Kevin Akom
Alan Mackenzie
Stephan Scheffer
Balance 1 July
2010
Granted as
Remuneration
On Exercise
of Options
Net Change
Other
Balance 30 June
2011
Ord
Ord
Ord
Ord
Ord
718,200
-
-
-
718,200
402,511
-
-
(72,511)
330,000
13,006,249
-
-
(178,311)
12,827,938
164,500
-
-
-
164,500
565,013
-
-
-
565,013
346,623
-
-
-
346,623
40,000
-
-
(40,000)
-
Total 15,243,096
-
-
(290,822)
14,952,274

63

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

29. RELATED PARTY DISCLOSURES

(a) Controlling Relationships

Interests in subsidiaries are set out in note 12. The parent entity and the ultimate controlling party of the group is CPT Global Limited.

(b) Key management personnel

Disclosures relating to key management personnel are set out in note 28. Key management personnel include the board of directors and key executives who are accountable and responsible for the operational, management and strategic direction of the Group.

30. OPERATING SEGMENTS

Identification of Reportable Segments

CPT Global Limited has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in assessing the performance and determining the allocation of resources. The reportable segments disclosed are based on a geographical basis.

Reportable segments disclosed are based on aggregating operating segments where the segments are considered to have similar economic characteristics and are also similar with respect to the following:

  • services provided by the segment;

  • the type of customer for the services provided; and

  • external regulatory requirements

Types of Services by Segment

Below outlines the major lines of services provided to customers for each reportable segment:

Australia

  • Capacity Planning

  • Cost Reduction Sustainable

  • Mainframe & Midrange performance

  • Project & Program management

  • Technical Support services

  • Management IT (MIT)

  • Management, Functional & Automation Testing

Europe

  • Mainframe & Midrange performance

  • Technical Support services

North America

  • Mainframe & Midrange performance

  • Management, Functional & Automation Testing

Basis of accounting for purposes of reporting by reportable segments

Accounting policies adopted

Unless stated otherwise, all amounts reported to the Board of Directors with respect to operating segments are determined in accordance with accounting policies that are consistent to those adopted in the annual financial statements of CPT Global Limited.

64

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

30. OPERATING SEGMENTS (Continued)

Inter-segment transactions

Segment revenues, expenses and results exclude transfers between segments. The prices charged on intersegment transactions are the same as those charged for similar services to parties outside of the Group on an arm’s length basis. These transfers are eliminated on consolidation.

Segment Assets

Segment assets reported are based on the internal reports reviewed by the Board of Directors. These include trade debtors and unbilled revenue balances.

Unallocated items

The Board of Directors review segment performance to only the gross profit level. All other items of revenue and expenses are not allocated to operating segments as they are not considered part of the core operations of any segment. Liabilities are not reported by segment for internal reporting purposes for the Board of Directors and therefore have been treated as unallocated items.

Segment Performance

Segment Performance
REVENUE
External Sales
Reconciliation of segment
revenue to group revenue
-
Miscellaneous Revenue
Total Group Revenue
Australia **Europe ** North America Consolidated
2012
2011
$’000
$’000
2012
2011
$’000
$’000
2012
2011
$’000
$’000
2012
2011
$’000
$’000
27,336
26,740
6,209
5,730
5,905
5,616
39,450
38,086
22
22
39,472
38,108
Segment Gross Profit
before tax
7,436
8,290
2,997
3,048
2,059
2,690
12,514
14,050
Reconciliation of segment
result to group profit/loss
before tax
Unallocated Items
-
Overheads
(12,123)
(12,600)
Profit/(Loss) before tax 391
1,450

65

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

30. OPERATING SEGMENTS (Continued)

Segment Assets

Segment Assets
Australia Eur **ope ** North America Consolidated
2012
2011
$’000
$’000
2012
$’000
2011
$’000
2012
2011
$’000
$’000
2012
2011
$’000
$’000
Segment Assets
Segment asset increases for
the period:
-
Capital Expenditure
5,291
4,549
-
55
2,919
-
3,081
-
2,742
2,623
-
-
10,952
10,253
-
55
5,291
4,604
2,919 3,081 2,742
2,623
10,952
10,308
Reconciliation of segment
assets to group assets
Unallocated assets:
-
Goodwill
-
Property, plant &
equipment
-
Other Assets
6,632
6,632
629 629 7,261
7,261
250
306
2,583
1,553
Total Group Assets 21,046
19,428

Major Customers

CPT Global Limited has a number of customers which it provides services to. CPT Global Limited supplies two external customers in the Australian segment both being large financial institutions which accounts for 17% and 12% or $6,661,000 (2011: 14% or $5,194,000) and $4,637,000 (2011: 9% or $3,449,000) respectively of external revenue.

31. FINANCIAL INSTRUMENTS

Financial Risk Management

The group’s financial instruments consist mainly of deposits with banks, short-term investments, accounts receivable and payable.

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. The Group does not speculate in the trading of derivative instruments.

The board of directors is responsible for monitoring and managing financial risk exposures of the Group. The board reviews the effectiveness of internal controls relating to interest rate risk and foreign currency risk. The overall risk management strategy seeks to assist the Group in meeting its financial targets, while minimising potential adverse effects on financial performance in regards to financial and currency rate risk.

(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’s exposure to interest rate risk, which is the risk that a financial instrument’s value and cash flows 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:

66

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

31. FINANCIAL INSTRUMENTS (Continued)

Economic Entity Floating interest
rate
Fixed interest
rate maturing in
1 to 5 years

Non-interest
bearing
Total carrying
amount as per
statement of
financial position
Weighted
average
effective
interest rate
2012
2011
$'000
$'000
2012
2011
$'000
$'000
2012
2011
$'000
$'000
2012
2011
$'000
$'000
2012
2011
%
%
(i) Financial assets
Cash and cash equivalents
Trade receivables
Total financial assets
1,114
884
-
-
-
-
-
-
-
-
7,051
6,852
1,114
884
7,0516,852
0.11
0.15
1,114884 -
-
7,051
6,852
8,1657,736
(ii) Financial liabilities at
amortised cost
Bank overdrafts
Trade and sundry payables
Lease Liability
Total financial liabilities
-
-
-
-
-
-
-
-
-
-
16
51
-
-
6,921
4,917
-
-
-
-
6,921
4,917
16
51
10.09
9.51
-
-
16
51
6,921
4,917
6,937
4,968

Interest rate risk arises on cash and cash equivalents and bank overdrafts. Interest rate risk is managed by monitoring and reviewing cash flow forecasts and the trade receivables balance of the Group.

Interest rate sensitivity analysis

The sensitivity analysis below has been determined based on the exposure to interest rates for cash and cash equivalents as this is the only financial instrument materially exposed to floating interest rates. The analysis is based on actual monthly overdraft balances throughout the year, as reported to management, with the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period. A 120 basis point increase or decrease has been used and represents management’s assessment of the possible changes in interest rates. At the reporting date, if interest rates had been 120 basis points higher or lower and all other variables were held constant, the Group’s profit before income tax would increase by $3,000 and decrease by $3,000 (2011: increase by $10,000 and decrease by $10,000).

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 functional 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 within approved policy parameters. 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.

The carrying amount of the Group’s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period is as follows:

67

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

31. FINANCIAL INSTRUMENTS (Continued)

Economic Entity Liabilities Assets
2012 2011 2012 2011
$'000 $'000 $'000 $'000
Australian dollars 8,000 3,988 205 9
US dollars 452 126 1,778 1,722
Sterling 437 387 902 632
Euro 2,116 2,185 2,011 353
Canadian dollars - - 83 -

The amounts disclosed above in relation to Australian dollars relate to intercompany payables in the US subsidiary whose functional currency is not Australian dollars.

Foreign currency sensitivity analysis

The Group is mainly exposed to US dollars, Euros and Sterling.

The following table details the Group’s sensitivity to a 10% increase and decrease in the Australian dollar against the relevant foreign currencies. 10% is the sensitivity rate used as it represents management’s assessment of the possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates. The sensitivity analysis includes external assets and liabilities as well as loans, receivables and payables balances with foreign subsidiaries where the denomination of the balance is in a currency other than the functional currency of the lender or borrower. A positive number indicates an increase in profit or loss and other equity where the Australian dollar strengthens against the respective currency. For a weakening of the Australian dollar against the respective currency there would be an equal and opposite impact on the profit and other equity, and the balances below would be negative.

Economic Entity
USD Impact Sterling Impact Euro Impact CAD Impact
2012 2011 2012 2011 2012 2011 2012 2011
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Profit or loss (619) (396) (304) (131) (54) (53) 28 -
Other equity - - - - - - - -

The above impacts are mainly attributable to the exposure of intercompany payables, receivables and loan balances at the end of the reporting period.

Forward foreign exchange contracts

Forward exchange contracts are used to hedge cash flow risk associated with future transactions. Gains and losses arising from changes in the fair value of forward contracts are recognised directly in the statement of comprehensive income. Outstanding forward contracts at 30 June 2012 were nil (2011: nil), gains and losses pertaining to these forward contracts have been recognised in the statement of comprehensive income.

2012 2011
$'000 $'000
Forward exchange contracts - -

68

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

31. FINANCIAL INSTRUMENTS (Continued)

Liquidity risk

Liquidity risk is the risk the group will not be able to meet its financial obligations as they fall due.

The group manages liquidity risk by monitoring forecast cash flows and ensuring that adequate unutilised borrowing facilities are maintained. Included in Note 16 is a listing of additional undrawn facilities that the Group has at its disposal to further reduce liquidity risk. The bank overdraft and unused finance lease facilities may be drawn at any time and may be terminated by the bank without notice. All facilities are subject to annual review.

The table below analyses the Group’s financial liabilities. All such liabilities are classified as current and therefore have contractual maturity within 12 months from the reporting date.

Lease liability
Trade payables
Sundry payables and accrued expenses
2012
2011
$’000
$’000
16
51
4,792
3,426
1,657
1,173
6,465
4,650

For details of expenditure commitments and maturity profile of the lease liability, refer to Note 22. The trade and sundry payables listed above are due for payment within 3 months.

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group and essentially arises from holdings of cash and deposits, trade receivables and loans receivable as well as from the parent’s potential obligations under the indemnity guarantee provided to banks. The risk is largely managed through a policy of only dealing with creditworthy counterparties. Periodic assessments of debtor balances are undertaken and provisions for impairment are recognised where appropriate.

The maximum credit risk exposure is the carrying value of cash and deposits, trade receivables and loan receivables as disclosed in notes 7 and 8.

69

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

31. FINANCIAL INSTRUMENTS (Continued)

Recognised financial instruments

Cash and cash equivalents, trade receivables and trade payables & short-term borrowings: The carrying amount approximates fair value because of their short-term to maturity/ realisation.

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.

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.

Financial instruments measured at fair value: The financial instruments recognised at fair value in the statement of financial position are analysed and classified using a fair value hierarchy reflecting the significance of the inputs used in making the measurements. However, there are no financial instruments recognised at fair value as at the end of the reporting period The fair value hierarchy consists of the following levels:

  • Quoted prices in active market for identical assets or liabilities (level 1);

  • Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (level 2); and

  • Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3).

70

CPT Global Limited and Controlled Entities - Annual Report

Notes to the Financial Statements

YEAR ENDED 30 JUNE 2012

Directors' Declaration

The directors of the company declare that:

  1. the financial statements and notes, as set out on pages 24 to 70, are in accordance with the Corporations Act 2001 and:

  2. a. comply with Accounting Standards, which, as stated in accounting policy Note 1 to the financial statements, constitutes explicit and unreserved compliance with International Financial Reporting Standards (IFRS); and

  3. b. give a true and fair view of the financial position as at 30 June 2012 and of the performance for the year ended on that date of the company and economic entity.

  4. the Chief Executive Officer and Chief Finance Officer have each declared that:

  5. 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 ;

  6. b. the financial statements and notes for the financial year comply with Accounting Standards; and

  7. c. the financial statements and notes for the financial year give a true and fair view.

  8. 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.

==> picture [161 x 41] intentionally omitted <==

Gerry Tuddenham Managing Director

Melbourne, 26 September 2012

71

==> picture [171 x 44] intentionally omitted <==

Level 10, 530 Collins Street Melbourne VIC 3000 T +61 (0)3 8635 1800 F +61 (0)3 8102 3400

www.moorestephens.com.au

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 which comprises the consolidated statement of financial position as at 30 June 2012, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the period then ended, notes comprising a summary of significant accounting policies and other explanatory information 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.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements , that the financial statements comply with International Financial Reporting Standards .

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. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement.

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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 .

72

Moore Stephens ABN 39 533 589 331. Liability limited by a scheme approved under Professional Standards Legislation. An independent member of Moore Stephens International Limited – members in principal cities throughout the world. The Melbourne Moore Stephens firm is not a partner or agent of any other Moore Stephens firm. And is a separate partnership in Victoria.

==> picture [171 x 44] intentionally omitted <==

Opinion

In our opinion:

  • a) the financial report of CPT Global Limited is in accordance with the Corporations Act 2001 , including:

  • i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2012 and of its performance for the year ended on that date; and

  • ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 ; and

  • b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.

Significant Uncertainty Regarding Accounting Estimate

Without qualification to the opinion expressed above, we draw your attention to Note 14 in the financial report. The impairment analysis performed on the goodwill is based on cash flow projections that use a range of assumptions and accounting estimates whose outcome depends on future events. Given the current uncertainty in achieving the cash flows, it is extremely difficult to confirm forecast future cash flows with the degree of confidence required to be able to state that goodwill is fully recoverable at the amount disclosed in the financial report. The recoverable amount of the goodwill is sensitive to reasonable possible changes in these key assumptions.

Notwithstanding the directors’ belief that the goodwill is fully recoverable, this matter indicates the existence of a material uncertainty should key assumptions change which may cast doubt on the carrying value of the goodwill and whether it is impaired.

Report on the Remuneration Report

We have audited the Remuneration Report included in pages 17 to 20 of the directors’ report for the year ended 30 June 2012. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Auditor’s Opinion

In our opinion the remuneration report of CPT Global Limited for the year ended 30 June 2012 complies with section 300A of the Corporations Act 2001 .

==> picture [168 x 42] intentionally omitted <==

MOORE STEPHENS Chartered Accountants

==> picture [184 x 61] intentionally omitted <==

S David Pitt Partner

Melbourne, 26 September 2012

73

CPT Global Limited and Controlled Entities - Annual Report

Corporate Information

ACN 083 090 895 ABN 16 083 090 895

Directors

Fred Grimwade

(Non-executive Chairman)

Gerard (Gerry) Tuddenham (Managing Director)

Alan Baxter (Non-executive Director)

Peter Wright (Executive Director)

Auditors

Moore Stephens

Level 10, 530 Collins Street Melbourne VIC 3000

Share Register

Computershare Investor Services Pty Ltd

Yarra Falls, 452 Johnston Street Abbotsford VIC 3067 Telephone: 1300 850 505 Facsimile: +61 (0)3 9473 2500

Solicitors

Company Secretary

Elliot Opolion

Principal Registered Office

Level 1, 4 Riverside Quay Southbank VIC 3006 Telephone: +61 (0)3 9684 7900 Facsimile: +61 (0)3 9684 7999 Internet: www.CPTglobal.com

Gadens Lawyers

Bankers

ANZ Banking Group Limited

ASX Code

CGO

2012 Annual General Meeting

The Annual General Meeting of CPT Global Limited members will be held on Monday 19[th] November 2012 at 2.00pm at CPT’s principal registered office.

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

74

CPT Global Limited and Controlled Entities - Preliminary Final 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 20[th] September 2012.

(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:
68
52,844
-
-
408
1,174,013
-
-
203
1,611,221
-
-
296
9,243,726
-
-
46
24,634,560
-
-
1,021
36,716,364
-
-
75
60,914
-
-

(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
TUDDY SUPER PTY LTD
2
GNP NOMINEES PTY LTD
3
HSBC CUSTODY NOMINEES
4
MR BEN TUDDENHAM
5
FRED GRIMWADE
6
MR PHILIP ADAM
7
MR LUKE TUDDENHAM
8
MR MICHAEL LAZORIK
9
BRETT DAVID NORRIS
10
FIVE TALENTS LIMITED
11
MRS ALISON BOLGER
12
MR IAN GRAHAM MACDONALD
13
MR JOHN CAREY
14
MR KEVIN AKOM
15
STRACHAN ENTERPRISES PTY LTD
16
MR NEVILLE WINSTON HASKETT
17
K&D CONSULTING PTY LTD
18
TUDDCORP PTY LTD
19
MRS SELINA DALLY
20
FORSYTH BARR CUSTODIANS LTD
8,811,546
24.0%
4,977,751
13.6%
2,664,993
7.3%
743,526
2.0%
718,200
2.0%
503,995
1.4%
500,711
1.4%
500,000
1.4%
424,246
1.2%
377,000
1.0%
362,550
1.0%
330,000
0.9%
326,000
0.9%
300,727
0.8%
269,716
0.7%
267,108
0.7%
264,286
0.7%
242,244
0.7%
213,320
0.6%
211,700
0.6%
23,008,619
62.7%

75

CPT Global Limited and Controlled Entities - Preliminary Final Report

ASX Additional Information

(c) Shares held in escrow

As at 20[th ] September 2012, there were nil fully paid ordinary shares held in escrow for the benefit of participants in the CPT Share and Option Incentive Plan.

(d) 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 4,977,751
MR GERARD (GERRY) TUDDENHAM AND HIS ASSOCIATES (EXCLUDING HIS BENEFICIAL INTEREST 9,057,790
IN THE CPT TRUST)
SONDA FONDO DE INVERSION PRIVADO 2,412,363

(e) Voting rights

All ordinary shares (whether fully paid or not) carry one vote per share without restriction. Options do not carry voting rights.

76