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CTI LOGISTICS LIMITED — Annual Report 2003
Sep 29, 2003
64663_rns_2003-09-29_8f15ba0e-e6de-4645-bc8a-8cb70fe1db98.pdf
Annual Report
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CTI LOGISTICS LIMITED
ABN 69 008 778 925
30 JUNE 2003
ANNUAL REPORT
DIRECTORY
DIRECTORS
David Robert Watson (Executive Chairman)
Trevor John Kennedy (Deputy Chairman - Non-Executive)
Jonathan David Elbery (Executive)
David Anderson Mellor (Executive)
Bruce Edmond Saxild (Executive)
Peter James Leonhardt (Non-Executive)
SECRETARY David Anderson Mellor
AUDITORS
PricewaterhouseCoopers QV1, Level 19 250 St. George's Terrace Perth Western Australia 6000
SHARE REGISTRY
Computershare Investor Services Pty Ltd Level 2, 45 St. George's Terrace Perth Western Australia 6000
Telephone (08) 9323 2000
REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS
328 Aberdeen Street West Perth Western Australia 6005
Telephone (08) 9227 6333 Facsimile (08) 9227 8000 E-mail [email protected] Web www.ctilogistics.com
CTI Logistics Limited is a company limited by shares incorporated and domiciled in Australia
CONTENTS
Directors' Report Statements of Financial Performance Statements of Financial Position Statements of Cash Flows Notes to the Financial Statements Directors' Declaration Independent Audit Report Corporate Governance Statement
$1-2$ Page Page 3 Page $\overline{4}$ Page 5 Page 6-31 Page 32 Page 33-34 Page 35
CTI LOGISTICS LIMITED ABN 69 008 778 925
DIRECTORS' REPORT
YOUR DIRECTORS PRESENT THEIR REPORT ON THE CONSOLIDATED ENTITY CONSISTING OF CTI LOGISTICS LIMITED AND THE ENTITIES IT CONTROLLED AT THE END OF, OR DURING, THE YEAR ENDED 30 JUNE 2003.
Directors of the Company in office during the whole of the financial year unless otherwise disclosed and up to the date of this report are:
David Robert Watson
Mr Watson is the founder and executive chairman of the consolidated entity.
Trevor John Kennedy
Mr Kennedy is the non-executive deputy chairman of CTI Logistics Limited. He is also chairman of Oil Search Limited and Cypress Lakes Group Limited. He is a director of Qantas Airways Limited, Downer EDI Limited, FTR Holdings Limited, RG Capital Radio Limited, Oantas Superannuation Limited and June Investments Pty Limited. Mr Kennedy has also served on a number of other boards and Australian Government Authorities including the Federal Government Remuneration Tribunal. He is a member of the remuneration committee.
Jonathan David Elbery
Mr Elbery is a chartered accountant who has been with the consolidated entity since 1992. He is responsible for the consolidated entity's security, freight forwarding and customs broking operations. Mr Elbery is a member of the audit committee.
Peter James Leonhardt
Mr Leonhardt is a non-executive director of CTI Logistics Limited and has been with the consolidated entity since 1999. He is also chairman of Voyager Energy Limited, a director of Alliance Finance Limited and a former managing partner of Coopers & Lybrand. Mr Leonhardt is the chairman of the audit committee and remuneration committee.
David Anderson Mellor
Mr Mellor is a chartered accountant who has been with the consolidated entity since 1978. He is responsible for the consolidated entity's finances and accounts.
Rruce Edmond Savild
Mr Saxild has been with the consolidated entity since 1977. He is responsible for the consolidated entity's logistics and transport operations.
Warren William Lindsay Tucker
Mr Tucker was a non-executive director of CTI Logistics Limited. He retired from the board of CTI Logistics Limited on 21 November 2002.
Principal activities of the consolidated entity
The principal activities of the consolidated entity during the year were the provision of logistics, transport and security services, printing, manufacturing of plastic products and investment.
Dividende
The directors have declared a final dividend of 1 cent per ordinary share fully franked. This dividend is not recognised as a liability at year end as a result of the change in accounting policy for providing for dividend (refer to note $I(u)$ ).
Review of operations and results
During the period the consolidated entity sold the freight forwarding and customs broking businesses. In the year under review consolidated revenue from ordinary activities was \$91,521,359, down 9.5% on the previous year. This year there has been an increase in courier revenue, which has been offset by the decline in warehousing and wharf related revenues, and the effect of the sale of the freight forwarding and customs broking businesses.
As previously reported at the half year, earnings were adversely affected by the write-down of an investment and a provision for share scheme loans. These two items reduced net profit attributable to shareholders by \$728,280.
Changes in the state of affairs
No significant changes in the state of affairs of the consolidated entity have occurred other than those matters referred to elsewhere in this Annual Report.
Events subsequent to balance date
Since 30 June 2003, an unconditional sale agreement has been entered into for a property held for resale, (refer to note 27).
The directors are not aware of any matter or circumstance not otherwise dealt with in this Annual Report or the financial statements that has significantly or may significantly affect the operations of the consolidated entity, the results of those operations, or the affairs of the consolidated entity in subsequent financial years.
Likely developments
The major objectives encompassed in the Business Plan of the consolidated entity are:
- expansion of existing operations by aggressive $(i)$ marketing and by acquisition;
- establishment or acquisition of businesses in fields $(i)$ related to or compatible with the consolidated entity's existing core operations; and
- to maximise the profits and returns to shareholders by Gii). constant review of existing operations.
Directors' benefits
No director of the Company has, since the end of the previous financial year, received or become entitled to receive a benefit (other than a benefit included in the aggregate amount of emoluments received by directors as shown in the consolidated entity's accounts) by reason of a contract made by the Company or a controlled entity or a related body corporate with the director or with an entity of which the director is a member, or with an entity in which the director has a substantial financial interest other than those transactions detailed in Note 24.
Directors' meetings
The number of directors' meetings held in the period each director held office during the financial year and the number of meetings attended by each director were:
| Board of Directors |
||
|---|---|---|
| Number Number Held Attended |
||
| J D Elbery | ||
| T J Kennedy | 7 | 6 |
| P J Leonhardt | 7 | 7 |
| D A Mellor | 7 | 7 |
| B E Saxild | 7 | |
| W W L Tucker (retired) | 5 | 1 |
| D R Watson | 7 | 6 |
Audit committee
| Number Number | |||
|---|---|---|---|
| Held | Attended | ||
| J D Elbery | |||
| P J Leonhardt- | 4 | 4 |
Remnneration committee
| Number | -Number | |
|---|---|---|
| Held. | Attended | |
| T J Kennedy | ||
| P J Leonhardt. |
Directors' and executives' emoluments
The remuneration committee consisting of the deputy chairman and the chairman of the audit committee makes specific recommendations on remuneration packages and other terms of employment for executive directors. No element of the remuneration is based upon the company's performance. Remaneration of non-executive directors is determined by the Board within the maximum amount, approved by shareholders, from time to time. Details of the nature and amount of each element of the emoluments of each director of the Company and the consolidated entity is set out in the following table.
| Company and consolidated entity | |||
|---|---|---|---|
| Salary (including) superannuation) |
Motor Vehicle |
Total | |
| \$ | \$ | Ś | |
| Non-executive | |||
| T J Kennedy | 25,000 | $\blacksquare$ | 25,000 |
| P J Leonhardt | 25.000 | 25,000 | |
| W W L Tucker | 2.250 | 2.250 | |
| (retired) | |||
| Executive | |||
| J D Elbery | 226,384 | 5.268 | 231,652 |
| D A Mellor | 204.900 | 8.978 | 213.878 |
| B E Saxild | 221.025 | 11.659. | 232.684 |
| D R Watson | 304.122 | 13.054 | 317.176 |
During the year, the executive directors (with the exclusion of the chairman) purchased ordinary shares under the Employee Share and Option Plan. The purchase price of the shares was determined under the terms of the Employee Share and Option Plan (refer note 16(iv)).
Having regard to the size and structure of the consolidated entity, the nature of its operations, and the close involvement of the four executive directors, it is the opinion of the directors that there are no executive officers of the Company or the consolidated entity apart from the four executive directors.
Particulars of directors' interests in shares of CTI Logistics Limited
| Direct | Indirect | |
|---|---|---|
| Holding | Holding | |
| J D Elbery | 161.426 | 306.200 |
| T J Kennedy | 6.034 | 3.596.624 |
| P J Leonhardt | 53.086 | |
| D A Mellor | 68.445 | 907.006 |
| B E Saxild | 63.626 | 702.471 |
| D R Watson | 3,405,190 | 1.964.861 |
Directors' and officers' indemnity insurance
The Company's directors' and officers' indemnity insurance policy indemnifies the directors named in this report in respect of their potential liability to third parties for wrongful acts committed by them in their capacity as directors (as defined in the policy). The premium paid in respect of this policy was \$14,069 (2002 - \$11,759).
Environmental regulation
The operations of CTI Logistics Limited and its controlled entities are not subject to any particular or significant environmental regulation. However, the Board believes that CTI Logistics Limited and its controlled entities have adequate systems in place for the management of its environmental requirements and is not aware of any breach of those environmental requirements as they apply to CTI Logistics Limited and its controlled entities.
Shares under option
Unissued ordinary shares of CTI Logistics Limited under option at the date of this report are as follows:
| Number | Issue price of Shares |
Expiry Date | |
|---|---|---|---|
| Option | 600,000 | 75 cents | 28 February 2004 |
The above options are exercisable at any time on or before the expiry date. No option holder has any right under the options to participate in any other share issue of the company or of any other entity.
This report is made in accordance with a resolution of the directors.
DAVID MELLOR Director
Perth, 30 September 2003
STATEMENTS OF FINANCIAL PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2003
| Consolidated | Company | ||||
|---|---|---|---|---|---|
| Notes | 2003 | 2002 | 2003 | 2002 | |
| \$ | \$ | \$ | \$ | ||
| Revenue from ordinary activities | 2 | 91,521,359 | 101,155,872 | 8,141,601 | 7,448,332 |
| Borrowing costs expense | 1,952,889 | 2,170,578 | 1,930,082 | 2,087,157 | |
| Other expenses from ordinary activities | 3 | 89,114,228 | 97,724,736 | 6,187,013 | 5,570,864 |
| Profit/(loss) from ordinary activities before income tax expense |
3 | 454,242 | 1,260,558 | 24,506 | (209, 689) |
| Income tax expense/(benefit) | 4 | 239,440 | 471,004 | 83,078 | (45, 223) |
| Net profit/(loss) attributable to members of the Company |
17 | 214,802 | 789,554 | (58, 572) | (164, 466) |
| Cents | Cents | ||||
| Basic earnings per share | 25 | 0.85 | 3.17 | ||
| Diluted earnings per share | 25 | 0.85 | 3.17 |
The accompanying notes form an integral part of these financial statements.
STATEMENTS OF FINANCIAL POSITION
AS AT 30 JUNE 2003
| Company | ||||
|---|---|---|---|---|
| 2003 | 2002 | 2002 | ||
| Notes | \$ | \$ | \$ | \$ |
| 26 | 756,322 | 756,322 | ||
| 5 | 14,957,818 | 21,552,325 | 18,031,587 | 22,330,744 |
| 7 | 1,354,737 | 1,375,446 | 59,121 | 66,029 |
| 9 | 1,162,200 | 1,002,189 | 323,581 | 416,037 |
| $\mathbf{H}$ | 4,798,039 | 943,855 | 80,100 | 63,116 |
| 22,272,794 | 25,630,137 | 18,494,389 | 23,632,248 | |
| 5 | 1,837,155 | 687,000 | 487,155 | 687,000 |
| 6 | 327,753 | 789,295 | 8,439,981 | 8,439,981 |
| 8 | 25,734,877 | 29,339,852 | 2,798,976 | 3,146,959 |
| 9 | 271,644 | 361,642 | 101,060 | 89,080 |
| 10 | 3,357,114 | 5,193,528 | ||
| $\mathbf{1}$ | 4,952 | |||
| 31,533,495 | 36, 371, 317 | 11,827,172 | 12,363.020 | |
| 53,806,289 | 62,001,454 | 30,321,561 | 35,995,268 | |
| 12 | 8,817,301 | 10,161,659 | 1,373,680 | 920,717 |
| 13 | 10,752,685 | 7,084,496 | 5,084,703 | 3,654,863 |
| 14 | 454,242 | 192,519 | ||
| 15 | 1,923,109 | 1,962,590 | 612,261 | 607,044 |
| 21,947,337 | 19,401,264 | 7,070,644 | $\overline{5,182,624}$ | |
| 12 | 416,668 | |||
| 8,180,761 | 19,706,014 | 2,821,479 | 10,328,914 | |
| 14 | 1,697,926 | 1,701,238 | 2,602 | |
| 15 | 509,789 | 541,087 | 111,455 | 296,932 |
| 10,805,144 | 21,948,339 | 2,935,536 | 10,625,846 | |
| 32,752,481 | 41,349,603 | 10,006,180 | 15,808,470 | |
| 21,053,808 | 20,651,851 | 20,315,381 | 20,186,798 | |
| 16 | 20,044,219 | 19,857,064 | 20,044,219 | 19,857,064 |
| 17 | 1,009,589 | 794,787 | 271,162 | 329,734 |
| 21,053,808 | 20,651,851 | 20,315,381 | 20,186,798 | |
| 13 | Consolidated | 2003 |
The accompanying notes form an integral part of these financial statements.
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2003
| Consolidated | Company | ||||
|---|---|---|---|---|---|
| Notes | 2003 \$ |
2002 S |
2003 \$ |
2002 \$ |
|
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||
| Receipts from trade and other debtors (inclusive of | |||||
| goods and services tax) | 108,812,105 | 121,784,506 | 4,509,524 | 5,504,593 | |
| Payments of accounts payable and to other | |||||
| suppliers and creditors and employees (inclusive of | (101, 343, 066) | (114,024,980) | (4,200,159) | (5,832,816) | |
| goods and services tax) Interest received |
79.626 | 42.254 | 2.025.409 | 2,394,087 | |
| Borrowing costs | (1,952,889) | (2,170,578) | (1,930,082) | (2,087,157) | |
| Dividends received | 3.588 | 3,036 | 225,255 | 3,036 | |
| Income taxes paid | (51,042) | (210,058) | 5,621 | ||
| Net cash flows from operating activities | 26(i) | 5,548,322 | 5,424,180 | 629,947 | (12, 636) |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||
| Loan repayments received | 6,000 | 5,001,531 | 1,882,988 | ||
| Payments for property, plant and equipment | (1,261,865) | (972, 765) | (78, 409) | (50, 880) | |
| Payments for purchase of businesses | (52,000) | (38,609) | |||
| Proceeds from sale of businesses, property, plant & | |||||
| equipment | 5,455,958 | 1.347.600 | 171,909 | 56,782 | |
| Net cash flows from investing activities | 4,148,093 | 336,226 | 5,095,031 | 1,888,890 | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||
| Repayment of borrowings | (10, 272, 673) | (5,920,599) | (6,301,236) | (2,036,447) | |
| Dividends paid | (248, 799) | (248,799) | |||
| Net cash flows from financing activities | (10,521,472) | (5,920,599) | (6,550,035) | (2,036,447) | |
| NET INCREASE/(DECREASE) IN CASH HELD | (825,057) | (160, 193) | (825,057) | (160, 193) | |
| Cash at the beginning of the financial year | 756,322 | 916,515 | 756,322 | 916,515 | |
| CASH AT THE END OF THE FINANCIAL YEAR | 26(ii) | (68, 735) | 756,322 | (68, 735) | 756,322 |
The accompanying notes form an integral part of these financial statements.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial report is a general purpose financial report prepared in accordance with Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Consensus Views and the Corporations Act 2001.
The financial statements have been prepared on the basis of historical costs and, except where stated, do not take into account current valuations of non-current assets. Where the carrying amount of a non-current asset exceeds its recoverable amount, the asset is written down to its recoverable amount. The recoverable amount of an asset is assessed as the net amount expected to be recovered through the cash inflows and outflows arising from its continued use and subsequent disposal or via appropriate market indices. Except where stated recoverable amounts are not determined using discounted cash flows.
The accounting policies adopted in preparing the financial statements have been consistently applied by entities in the consolidated entity except as otherwise indicated. Unless otherwise stated, the accounting policies are consistent with those of the previous year.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements incorporate the assets and liabilities of all entities controlled by CTI Logistics Limited ("Company" or "parent entity") as at 30 June 2003 and the results of all controlled entities for the year then ended. CTI Logistics Limited and its controlled entities together are referred to in this financial report as the consolidated entity. The effects of all transactions between entities in the consolidated entity are eliminated in full.
Where control of an entity is obtained during a financial year, its results are included in the consolidated statement of financial performance from the date on which control commences. Where control of an entity ceases during a financial year its results are included for that part of the year during which control existed.
ħ ACOUISITION OF ASSETS
The cost method of accounting is used for all acquisitions of assets regardless of whether shares or other assets are acquired. Cost is determined as the fair value of the assets given up, shares issued or liabilities undertaken at the date of acquisition plus costs incidental to the acquisition. Where shares are issued in an acquisition, the value of the shares is determined having reference to the fair value of the assets or net assets acquired, including goodwill or discount on acquisition where applicable.
Goodwill is brought to account on the basis described in note 1h.
e. REVENUE RECOGNITION
Sales revenue represents revenue earned from the sale of the consolidated entity's products and services, net of returns, trade allowances and duties and taxes paid. Revenue from services includes amounts charged to customers in relation to sales, excise and other duties paid on behalf of customers. Other revenue includes interest income on short term investments, dividends received from other corporations, rent, proceeds from the sale of assets and, in the case of the Company, dividends and management fees received from controlled entities.
INVESTMENTS ď
The Company's interests in companies and the consolidated entity's interests in companies which are not controlled are brought to account at cost and dividends are recognised in the statements of financial performance when receivable.
e INVENTORIES
Finished goods, raw materials and stores and work in progress are stated at the lower of cost and net realisable value. Costs have been assigned to inventory quantities on hand at balance date using the first in first out basis. Cost comprises material, labour and an appropriate proportion of fixed and variable overheads.
PROPERTY, PLANT AND EQUIPMENT $\mathbf{f}$
Property, plant and equipment, other than freehold land, are recorded at cost and are depreciated over their estimated useful lives to the consolidated entity using the straight line method. The expected useful lives are as follows:
| Buildings | $21-40$ years |
|---|---|
| Plant and equipment | $5-15$ years |
| Motor vehicles | 5-7 years |
g LEASED ASSETS
Where property, plant and equipment is acquired by means of finance leases, the present value of the minimum lease payments is recognised as an asset at the beginning of the lease term and amortised on a straight line basis over the expected useful life of the leased asset. A corresponding liability is also established and each lease payment is allocated between the liability and finance charge. Other operating lease payments are charged to the statement of financial performance in the periods in which they are incurred, as this represents the pattern of benefits derived from the leased assets.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
h GOODWHT.
On acquisition of some, or all, of the assets of another entity or, in the case of an investment in a controlled entity, on acquisition of some, or all, of the equity of that controlled entity, the identifiable net assets acquired are measured at fair value. The excess of the fair value of the cost of acquisition over the fair value of the identifiable net assets acquired, including any liability for restructuring costs, is brought to account as goodwill and amortised on a straight line basis over the period of expected benefit, which has been assessed up to 20 years from the date of gaining control of the entities for substantially all of the goodwill.
i BORROWING COSTS
Borrowing costs are recognised as expenses in the period in which they are incurred. Borrowing costs include interest on bank overdrafts, short-term and long-term borrowings, amortisation of discounts or premiums relating to borrowings, amortisation of ancillary costs incurred in connection with the arrangement of borrowings, and finance lease charges. Certain ancillary costs incurred in connection with the arrangement of borrowings have been capitalised and are being amortised over the period of expected benefit.
AMORTISATION PERIODS $\mathbf{i}$
Intangible assets and other significant items of expenditure having a future benefit are amortised over their anticipated useful lives or the periods to which they relate.
k RECEIVABLES
A sale is recorded when goods have been despatched to a customer or services have been provided.
All trade debtors are recognised at the amounts receivable as they are due for settlement no more than 30 days from the date of recognition.
A provision is raised for any doubtful debts based on a review of all outstanding amounts at balance date. Bad debts are written off in the period in which they are identified.
I TRADE AND OTHER CREDITORS
These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year and which are unpaid. The amounts are paid based on the terms of trade which are usually 30 to 60 days from the date of recognition.
m INTEREST BEARING LIABILITIES
Loans are carried at their principal amounts and interest is accrued over the period it becomes due.
Bills of exchange have been sold in the market at a discount to face value. The bills are recorded at face value. The discount is recorded as a prepayment and taken to interest expense over the term of the bill.
EMPLOYEE ENTITLEMENTS n.
Liabilities for wages and salaries, annual leave and long service leave expected to be settled within 12 months of the reporting date are recognised in respect of employees' services up to the reporting date, and are measured as the amounts expected to be paid when liabilities are settled.
A liability for long service leave expected to be settled more than 12 months from the reporting date is recognised, and is measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using interest rates on national government guaranteed securities with terms to maturity that match, as closely as possible, the estimated future cash outflows.
Contributions to employee superannuation plans are charged as an expense as the contributions are paid or become payable.
Employee Share and Option Plan
Under the Employee Share and Option Plan, the company at the director's discretion and with shareholder approval, may offer eligible employees the opportunity to purchase ordinary shares with the assistance of an interest free loan. The issue price of the shares is determined under the terms of the Employee Share and Option Plan (refer note 16(iv)). The loan is for a term of 10 years and is repayable by dividends. The shares are recorded at the issue price in equity and the related loan is recorded as a non-current receivable.
Options to acquire ordinary shares may also be offered to employees. The exercise price is determined under the terms of the Employee Share and Option Plan (refer note $16(iv)$ ). The options are not recorded in the financial statements until they are exercised.
FOREIGN CURRENCY a.
Transactions denominated in a foreign currency are converted at the exchange rate at the date of the transaction. Foreign currency receivables and payables at balance date are translated at exchange rates at balance date. Exchange gains and losses are brought to account in determining the profit or loss for the year.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) $\mathbf{1}$
p INCOME TAX
Tax effect accounting procedures are followed whereby the income tax expense in the statement of financial performance is matched with the accounting profit after allowing for permanent differences. The future tax benefit relating to tax losses is not carried forward as an asset unless the benefit is virtually certain of realisation. Income tax on cumulative timing differences is set aside to the deferred income tax or the future income tax benefit accounts at the rates which are expected to apply when those timing differences reverse.
a CASH FLOWS
For the purpose of the statements of cash flows, cash includes cash on hand, deposits held at call with banks and investments in money market instruments, net of bank overdrafts.
WEB SITE COSTS ŕ
Costs in relation to web sites controlled by a controlled entity are charged as expenses in the period in which they are incurred unless they relate to the acquisition of an asset, in which case they are capitalised and amortised over their period of expected benefit. Generally, costs in relation to feasibility studies during the planning phase of a web site, and ongoing cost of maintenance during the operating phase are considered to be expenses. Costs incurred in building or enhancing a web site, to the extent that they represent probable future economic benefits controlled by the controlled entity that can be reliably measured, are capitalised as an asset and amortised over the period of the expected benefits which vary from 2 to 5 years.
SEARNINGS PER SHARE
(i) Basic earnings per share
Basic earnings per share is determined by dividing net profit after income tax attributable to members of the company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.
(ii) Diluted earnings per share
Difuted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
SEGMENT INFORMATION $\mathbf{t}$
Segment revenues, expenses, assets and liabilities are those that are directly attributable to a segment and the relevant portion that can be allocated to the segment on a reasonable basis. Segment assets include all assets used by a segment and consist primarily of receivables, inventories, property, plant and equipment and goodwill and other intangible assets, net of related provisions. While most of these assets can be directly attributable to individual segments, the carrying amounts of certain assets used jointly by segments are allocated based on reasonable estimates of usage. Segment fiabilities consist primarily of trade and other creditors, employee entitlements and provision for service warranties. Segment assets and liabilities do not include income taxes.
Change in segment accounting policy
The segment accounting policy has been revised to align with the information that is prepared for reporting to management. Earnings before interest and tax for each segment have been adjusted to reallocate various costs to more fairly reflect the actual resources used by each segment. Internal service companies have been classified as unallocated and as such unallocated results includes interest expense and the cost of group administration. The comparative information has been restated to reflect this change.
The financial effect of this change was to reduce the Sales of the Manufacturing, Security and Other segment by \$574,330 (2002: \$356,899), while giving rise to corresponding adjustment to Unallocated sales. The result of the Transport and Logistics segment has increased by \$2,507,244 (2002: \$2,460,065) while the result of the Manufacturing, Security and Other segment has decreased by \$1,179,666 (2002: \$1,135,279). There has been a corresponding adjustment to Intersegment eliminations and Unallocated result.
u DIVIDENDS
Provision is made for the amount of any dividend declared, determined or publicly recommended by the directors on or before the end of the financial year but not distributed at balance date.
Change in accounting policy for providing for dividends
The above policy was adopted with effect from 1 July 2002 to comply with AASB 1044 Provisions, Contingent Liabilities and Contingent Assets released in October 2001. In previous years, in addition to providing for the amount of any dividends declared, determined or publicly recommended by the directors on or before the end of the financial year but not distributed at balance date, provision was made for dividends to be paid out of retained profits at the end of the financial year where the dividend was proposed, recommended or declared between the end of the financial year and the completion of the financial report.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) $\mathbf{1}$
An adjustment of \$248,799 was made against the consolidated and parent entity retained profits at the beginning of the financial year to reverse the amount provided at 30 June 2002 for the proposed final dividend for that year that was recommended by the directors between the end of the financial year and the completion of the financial report. This reduced the consolidated and parent entity current fiabilities – provisions and total liabilities at the beginning of the financial year by \$248,799 with corresponding increases in their net assets, retained profits, total equity and the total dividends provided for or paid during the current financial year.
The restatements of consolidated and parent entity retained profits, provisions and total dividends provided for or paid during the year set out below show the information that would have been disclosed had the new accounting policy always been applied.
| Consolidated | Company | |||
|---|---|---|---|---|
| 2003 \$ |
2002 \$ |
2003 \$ |
2002 Ŝ |
|
| (Restated) | (Restated) | (Restated) | (Restated) | |
| Restatement of retained profits | ||||
| Previously reported retained profits at the end of the previous financial year (note 17(i)) |
794.787 | 254,032 | 329.734 | 742,999 |
| Change in accounting policy for providing for dividends |
248,799 | 248,799 | ||
| Restated retained profits at the beginning of the financial year |
1,043,586 | 254,032 | 578,533 | 742,999 |
| Net profit attributable to members of CTI Logistics Limited (note $17(i)$ ) |
214,802 | 789.554 | (58, 572) | (164, 466) |
| Total available for appropriation | 1,258,388 | 1,043,586 | 519,961 | 578,533 |
| Dividends provided for or paid | (248,799) | (248, 799) | ||
| Restated retained profits at the end of the financial year |
1,009,589 | 1,043,586 | 271,162 | 578,533 |
| Restatement of current liabilities - provisions Previously reported carrying amount at the end of the financial year (note 15) Adjustment for change in accounting policy |
1,923,109 | 1,962,590 (248, 799) |
612,261 | 607,044 (248,799) |
| Restated carrying amount at the end of the financial year |
1,923,109 | 1,713,791 | 612,261 | 358,245 |
| Restatement of dividends provided for or paid Previously reported total dividends provided for or paid during the financial year (note 17(ii)) Adjustment for change in accounting policy Restated total dividends provided for or paid during the financial year |
248,799 (248,799) |
248,799 (248,799) |
v DERIVATIVE FINANCIAL INSTRUMENTS
The consolidated entity enters into interest rate swap agreements. This type of derivative financial instrument is not recognised in the financial statements on inception.
The net amount receivable or payable under interest rate swap agreements is progressively brought to account over the period to settlement. The amount recognised is accounted for as an adjustment to interest expense during the period and included in other debtors or other creditors at each reporting date.
| Consolidated | Company | ||||
|---|---|---|---|---|---|
| 2003 \$ |
2002 \$ |
2003 S |
2002 \$ |
||
| 2. | REVENUE | ||||
| Revenue from operating activities | |||||
| Sale of goods | 18,719,923 | 20,810,982 | 238.396 | 194,092 | |
| Sale of services | 77,536,445 | 87,887,730 | |||
| Deduct excise and other duties | (8,601,142) | (11,610,406) | |||
| Management fees | 3,360,224 | 3,033,504 | |||
| Services provided to related companies | 1,219,481 | 1,241,496 | |||
| Interest charged to related companies | 2,449,194 | 2,386,063 | |||
| Rent charged to related companies | 266,280 | 266,280 | |||
| 87,655,226 | 97,088,306 | 7,533,575 | 7,121,435 | ||
| Revenue from outside the operating activities | |||||
| Interest | 79,626 | 42,254 | 10,551 | 8,024 | |
| Dividends | 3,588 | 3,036 | 225,255 | 3,036 | |
| Rent | 66,382 | 363,032 | |||
| Grant Proceeds from sale of |
229,568 | ||||
| Business, property, plant and equipment | 2,759,046 | 3,081,711 | 171,909 | 56,782 | |
| Other investments | 800 | 30.000 | |||
| Other | 727,123 | 547,533 | 200,311 | 259,055 | |
| 3,866,133 | 4,067,566 | 608,026 | 326,897 | ||
| Total revenue from ordinary activities | 91,521,359 | 101,155,872 | 8,141,601 | 7,448,332 | |
| 3. | OPERATING PROFIT | ||||
| (i) OPERATING EXPENSES |
|||||
| a) Other expenses from ordinary activities | |||||
| Other expenses from operating activities | |||||
| Changes in inventories of finished goods and work in progress |
(79,011) | (148,006) | |||
| Raw materials and consumables used | 10,044,839 | 8,610,968 | 247,602 | 225,493 | |
| Employee benefits expense | 26,332,365 | 26,187,721 | 4,055,672 | 3,964,705 | |
| Subcontractor expense | 35,119,916 | 42,607,688 | |||
| Depreciation of non-current assets (refer note 8) | 3,756,819 | 3,936,395 | 420,407 | 487,844 | |
| Depreciation of property held for resale | 84,210 | ||||
| Amortisation of non-current assets | 457,543 | 494,160 | |||
| Motor vehicle and transportation costs | 5,776,632 | 5,281,794 | 66,751 | 75,778 | |
| Property costs | 1,539,975 | 1,669,111 | 63,758 | 64,072 | |
| Provision for diminution of investment | 461,580 | ||||
| Provision for restricted recovery of share | |||||
| scheme loans | 381,000 | 381,000 | |||
| Other expenses from operating activities | 3,020,694 | 5,856,633 | 799,807 | 694,127 | |
| 86,896,562 | 94,496,464 | 6,034,997 | 5,512,019 | ||
| Other expenses from outside the operating | |||||
| activities Property costs |
79,955 | 374,020 | |||
| Carrying value of businesses, property, plant | |||||
| and equipment sold | 2,137,711 | 2,829,252 | 152,016 | 58,845 | |
| Carrying value of other investments sold | 25,000 | ||||
| 2,217,666 | 3,228,272 | 152,016 | 58,845 | ||
| Expenses from ordinary activities, excluding | |||||
| borrowing costs expense | 89,114,228 | 97,724,736 | 6,187,013 | 5,570,864 |
| Consolidated | Company | ||||
|---|---|---|---|---|---|
| 2003 \$ |
2002 \$ |
2003 S |
2002 S |
||
| 3. | OPERATING PROFIT (continued) | ||||
| b) Profit/(loss) from ordinary activities before income tax expense for the year includes the |
|||||
| following specific net gains and expenses: | |||||
| Cost of sale of goods | 13,174,000 | 16,080,973 | 247,602 | 225,493 | |
| Amortisation of goodwill | 404,070 | 406,838 | |||
| Net gain/(loss) on disposal Investments |
800 | 5.000 | |||
| 621,335 | 252,459 | 19,892 | (2,064) | ||
| Businesses, property, plant and equipment | |||||
| Net additional amount provided for employee | 178,020 | 161,231 | 68,539 | 65,807 | |
| entitlements | |||||
| Bad and doubtful debts expense - trade debtors |
418,728 | 263,336 | |||
| - share scheme loans | 381,000 | 381,000 | |||
| Rental expense relating to operating leases | |||||
| Minimum lease payments | 1,587,548 | 1,603,082 | 31,105 | ||
| (ii) AUDITORS' REMUNERATION Amounts received, or due and receivable, by: The auditor of the Company for auditing and reviewing the financial |
|||||
| statements | 77,000 | 76,000 | 58,400 | 57,400 | |
| Other services - training courses | 900 | 900 | |||
| 4. | INCOME TAX | ||||
| The income tax on the operating profit/(loss) differs from the amount prima facie payable on that profit/(loss) as follows: |
|||||
| Prima facie income tax on the operating | |||||
| profit/(loss) at 30% | 136,273 | 378,167 | 7,352 | (62,907) | |
| Tax effect of permanent differences which | |||||
| Reduce tax payable due to: | |||||
| Rebatable dividends | (1,076) | (911) | (67,576) | (911) | |
| Non-assessable profits on sale of businesses, | (161, 686) | ||||
| property, plant and equipment | (5,960) | ||||
| Non-assessable profits on other | (55, 831) | 126,576 | |||
| Previously unbooked tax losses brought to account |
|||||
| Increase tax payable due to non-deductible: | |||||
| Amortisation | 127,719 | 148,221 | |||
| Depreciation | 20,205 | 16,913 | 7,131 | 8,588 | |
| Expenses | 17,812 | 1,717 | 3,531 | ||
| Provision | 138,474 | ||||
| Prima facie tax adjusted for permanent differences | 277,721 | 480,599 | 75,200 | (51,699) | |
| Under/(over) provision in prior year | (38, 281) | (9,595) | 7,878 | 6,476 | |
| Aggregate income tax expense/(benefit) | 239,440 | 471,004 | 83,078 | (45,223) |
Tax consolidation legislation
CTI Logistics Limited and its subsidiaries are currently reviewing the impact of the tax consolidation legislation on the group. The decision to implement this legislation has not yet been finalised.
The financial effect of the possible implementation of the legislation is not expected to have a material impact on the consolidated or parent company assets, liabilities or results.
| Consolidated | Company | ||||
|---|---|---|---|---|---|
| 2003 | 2002 | 2003 | 2002 | ||
| \$ | S | \$ | \$ | ||
| 5. | RECEIVABLES | ||||
| Current | |||||
| Trade debtors | 13,203,715 | 17,218,027 | 795.576 | 517.003 | |
| Deduct provision for doubtful debts | 596,966 | 690,258 | |||
| 12,606,749 | 16,527,769 | 795,576 | 517,003 | ||
| Loans to controlled entities | 17,236,011 | 21,788,335 | |||
| Deferred consideration re sale of businesses | 450,000 | 4,509,643 | |||
| Other | 1,901,069 | 514,913 | 25,406 | ||
| 14,957,818 | 21,552,325 | 18,031,587 | 22,330,744 | ||
| Non-current | |||||
| Loans to directors (issued pursuant to the | |||||
| Company's Employee Share and Option Plan | |||||
| and secured by a lien over shares). Refer to | |||||
| note $24(ii)$ . | 868,155 | 687,000 | 868,155 | 687,000 | |
| Deduct provision for restricted recovery | 381,000 | 381,000 | |||
| 487,155 | 687,000 | 487,155 | 687,000 | ||
| Deferred consideration re sale of a business | 1,350,000 | ||||
| 1,837,155 | 687,000 | 487,155 | 687,000 | ||
| 6. | OTHER FINANCIAL ASSETS | ||||
| Non-current | |||||
| Traded securities (at cost) | |||||
| Shares and other equity securities | 718,708 | 718,670 | 105,840 | 105,840 | |
| Deduct provision for diminution | 461,580 | ||||
| 257,128 | 718,670 | 105,840 | 105,840 | ||
| Other investments | |||||
| Shares in controlled entities (refer note 21) | |||||
| At cost | 8,334,141 | 8,334,141 | |||
| Shares - at cost | 70,625 | 70.625 | |||
| 70,625 | 70,625 | 8,334,141 | 8,334,141 | ||
| 327,753 | 789,295 | 8.439.981 | 8,439,981 | ||
| NET FAIR VALUES | |||||
| Traded securities are listed. The aggregate net | |||||
| fair values of these securities are: | |||||
| Non-current | 236,733 | 267,433 | 61,970 | 65,108 | |
| 7. | INVENTORIES | ||||
| Current | 434,059 | ||||
| Raw materials and stores (at cost) | 492,360 192,004 |
162,914 | 59,121 | 66,029 | |
| Work in progress (at cost) Finished goods (at cost) |
670.373 | 778,474 | |||
| 1,354,737 | 1,375,446 | 59,121 | 66,029 | ||
| Accumulated | Written down value |
||||
|---|---|---|---|---|---|
| 2003 | 2002 | 2003 | 2002 | 2003 | 2002 Ś. |
| 2,488,982 | 3,000,396 | 2,488,982 | 3,000,396 | ||
| 10,155,470 | |||||
| 22,841,369 | 21,937,060 | 14,526,173 | 13,354,101 | 8,315,196 | 8,582,959 |
| 14,515,590 | 13,431,016 | 6,517,223 | 5,858,443 | 7,998,367 | 7,572,573 |
| 14,549,349 | 13,464,775 | 6,525,911 | 5,863,748 | 8,023,438 | 28,454 7,601,027 |
| 48,678,170 | 50,767,187 | 22,943,293 | 21,427,335 | 25,734,877 | 29,339,852 |
| 560,973 | 560,973 | 560.973 | 560,973 | ||
| 1,569,737 | |||||
| 1,826,871 | 1,748,292 | 1,573,833 | 1,367,831 | 253,038 | 380,461 |
| 635,788 | |||||
| 3,146,959 | |||||
| 2003 | 2002 | 2003 | 2002 | ||
| \$ | \$ | \$ | \$ | ||
| 2,630,400 | |||||
| \$ 8,798,470 33,759 1,945,838 872.641 5,206,323 Recent valuations of land and buildings Directors' valuation - 2003 |
Cost \$ 12,364,956 33,759 1,945,838 1,153,074 5,408,177 Aggregate recent valuations of freehold land and |
\$ 1,891,209 8.688 435,853 397,661 2,407,347 12,059,000 |
depreciation/amortisation \$ 2,209,486 5,305 376,101 517,286 2,261,218 Consolidated 16,639,019 |
\$ 6,907,261 25,071 1,509,985 474,980 2,798,976 Company 2,550,000 |
In determining their valuation, the directors have utilised independent valuations conducted in May 2003. The basis of the valuation of land and building is market value, being the amounts for which the asset should exchange on the date of valuation between a willing buyer and a willing seller in an "arm's-length" transaction, wherein the parties had each acted knowledgeably, prudently and without compulsion.
8. PROPERTY, PLANT AND EQUIPMENT (continued)
Reconciliations
Reconciliations of the carrying amounts of each class of property, plant and equipment at the beginning and end of the current financial year are set out below.
| Freehold land |
Buildings | Plant and equipment |
Motor vehicles | Total | ||
|---|---|---|---|---|---|---|
| At cost | At cost | Finance lease |
||||
| \$ | \$ | \$ | \$ | \$ | \$ | |
| Consolidated | ||||||
| Carrying amount at | ||||||
| 1 July 2002 | 3,000,396 | 10,155,470 | 8,582,959 | 7,572,573 | 28,454 | 29.339.852 |
| Reclassified as current | ||||||
| asset held for resale | (511, 414) | (3,044,857) | (3,556,271) | |||
| Additions | 2.239 | 1,811,383 | 2,451,792 | ٠ | 4,265,414 | |
| Disposals | (78,916) | (478.383) | (557, 299) | |||
| Depreciation/ | ||||||
| amortisation expense | (205, 591) | (2.000.230) | (1,547,615) | (3,383) | (3,756,819) | |
| Carrying amount at 30 | ||||||
| June 2003 | 2,488,982 | 6,907,261 | 8.315.196 | 7.998,367 | 25,071 | 25,734,877 |
| Freehold land |
Buildings | Plant and equipment |
Motor vehicles | Total | ||
|---|---|---|---|---|---|---|
| At cost | At cost | Finance lease |
||||
| \$ | \$ | \$ | \$ | \$ | \$ | |
| Company | ||||||
| Carrying amount at | ||||||
| 1 July 2002 | 560,973 | 1,569,737 | 380,461 | 635,788 | ٠ | 3,146,959 |
| Additions | ۰ | 78,579 | 145,862 | ٠ | 224,441 | |
| Disposals | ٠ | (152.017) | ٠ | (152,017) | ||
| Depreciation/ | ||||||
| amortisation expense | (59,752) | (206,002) | (154, 653) | (420, 407) | ||
| Carrying amount at 30 | ||||||
| June 2003 | 560,973 | 1,509.985 | 253,038 | 474,980 | ٠ | 2,798,976 |
| Consolidated | Company | ||||
|---|---|---|---|---|---|
| 2003 \$ |
2002 \$ |
2003 \$ |
2002 \$ |
||
| 9. | TAX ASSETS | ||||
| Current Future income tax benefit |
1.162.200 | 1,002,189 | 323,581 | 416,037 | |
| Non-current Future income tax benefit. |
271,644 | 361,642 | 101,060 | 89,080 |
The consolidated future income tax benefit for the year ended 30 June 2003 includes \$266,357 attributable to tax losses (2002 - \$459,081).
10. INTANGIBLE ASSETS
$11.$
| Goodwill (at cost) | 5,065,075 | 8,166,885 | ||
|---|---|---|---|---|
| Deduct accumulated amortisation | 1.707.961 | 3,078,953 | ||
| 3,357,114 | 5,087,932 | |||
| Licences (at cost) | 668,052 | |||
| Deduct accumulated amortisation | 562,456 | |||
| 105,596 | ||||
| 3,357,114 | 5,193,528 | |||
| OTHER ASSETS | ||||
| Current | ||||
| Prepayments | 1,252,962 | 943,855 | 80,100 | 63,116 |
| Property held for resale | 3.545.077 | |||
| 4,798,039 | 943,855 | 80,100 | 63,116 | |
| Recent valuation of property held for resale | ||||
| Recent valuations of land and buildings based on directors' valuation - 2003 |
3,875,000 |
In determining their valuation, the directors have utilised independent valuations conducted in May 2003. The basis of the valuation of land and building is market value, being the amounts for which the asset should exchange on the date of valuation between a willing buyer and a willing seller in an "arm's-length" transaction, wherein the parties had each acted knowledgeably, prudently and without compulsion.
| Non-current | ||||
|---|---|---|---|---|
| Borrowing costs | 263,333 | 294,293 | 200.618 | 200,618 |
| Deduct accumulated amortisation | 260,345 | 294,293 | 200.618 | 200,618 |
| 2,988 | ||||
| Deferred costs | 222.752 | 188,024 | ||
| Deduct accumulated amortisation | 220,788 | 188,024 | ||
| 1.964 | ||||
| 4,952 | ||||
| Consolidated | Company | ||||
|---|---|---|---|---|---|
| 2003 \$ |
2002 \$ |
2003 \$ |
2002 \$ |
||
| 12. | PAYABLES | ||||
| Current | |||||
| Trade (unsecured) | 8,817,301 | 9,717,659 | 1,373,680 | 920,717 | |
| Trade (secured) | 444,000 | ||||
| 8,817,301 | 10,161,659 | 1,373,680 | 920,717 | ||
| Non-current | |||||
| Trade (unsecured) | 416,668 | ||||
The trade accounts payable are secured by mortgages over certain of the consolidated entity's freehold land and buildings, and/or charges over certain assets of certain controlled entities.
13. INTEREST BEARING LIABILITIES
| Current (secured) | ||||
|---|---|---|---|---|
| Bank overdrafts | 68.735 | 68.735 | ||
| Bank loans | 5.225.000 | 3,470,000 | 4,855,000 | 3,470,000 |
| Other loans | 3.073,921 | 71.510 | ||
| Lease liabilities | 14.297 | 8.364 | ||
| Hire purchase creditors | 2.370.732 | 3,534,622 | 160,968 | 184,863 |
| 10.752,685 | 7.084.496 | 5,084,703 | 3,654,863 | |
| Non-current (secured) Bank loans |
2.575,000 | 10.430,000 | 2.575.000 | 10,060,000 |
| Other loans | 1,316,623 | 4.384.347 | ||
| Lease liabilities | 12.860 | |||
| Hire purchase creditors | 4.289.138 | 4,878,807 | 246,479 | 268,914 |
| 8,180,761 | 19,706,014 | 2.821.479 | 10,328,914 |
Bank loans
Bank loans comprise of rolling bank bills. The bank loans classified as current relate to facilities with expiry dates of July 2003 and January 2004. Non-current bank loans are provided under a facility which expires November 2004. The bank bills are generally rolled for short periods with the interest rate being reviewed at the time the bills are rolled.
Other loans
Other loans comprises of two interest only mortgages over freehold land and buildings. The mortgages have expiry dates of August 2003 and February 2006. The mortgage with an expiry date of August 2003 is currently being refinanced with the same lender. The interest rates are subject to review on a three monthly basis and calculated with reference to the 90 day bank bill bid rate. The balance of other loans is a principal and interest mortgage over buildings on leasehold land with a five year amortisation plan.
Security provided
The bank overdrafts, loans, lease liabilities and hire purchase creditors are secured by mortgages over the consolidated entity's freehold land and buildings, rights to assets under lease or hire purchase which revert to the lessor in event of default and a fixed and floating charge over the remaining assets of the consolidated entity.
| Consolidated | Company | ||||
|---|---|---|---|---|---|
| 2003 | 2002 | 2003 | 2002 | ||
| \$ | \$ | \$ | \$ | ||
| 13. INTEREST BEARING LIABILITIES (continued) |
|||||
| The carrying amounts of assets pledged as security are: |
|||||
| Current | |||||
| Property held for resale Non-current |
3,545,077 | ||||
| Receivables | 1,837,155 | 687,000 | 487,155 | 687,000 | |
| Other financial assets | 327,753 | 789,295 | 8,439,981 | 8,439,981 | |
| Property, plant and equipment | 25,734,877 | 29,339,852 | 2,798,976 | 3,146,959 | |
| Intangible assets | 3,357,114 | 5,193,528 | |||
| 14. | TAX LIABILITIES | ||||
| Current | |||||
| Provision for deferred income tax | 454,242 | 192,519 | |||
| Non-current | |||||
| Provision for deferred income tax | 1,697,926 | 1,701,238 | 2,602 | ||
| 15. | PROVISIONS | ||||
| Current | |||||
| Dividend | 248,799 | 248,799 | |||
| Employee entitlements | 1,923,109 | 1,713,791 | 612,261 | 358,245 | |
| 1,923,109 | 1,962,590 | 612,261 | 607,044 | ||
| The carrying amount of provision for dividend at 1 July 2002 was \$248,799. This balance was adjusted to nil due to a change in accounting policy (refer note $1(u)$ ). |
|||||
| Non-current | |||||
| Employee entitlements | 509,789 | 541,087 | 11,455 | 296,932 | |
| Employee entitlement liabilities | |||||
| Current Non-current |
1,923,109 | 1,713,791 | 612,261 | 358,245 | |
| Total | 509,789 2,432,898 |
541,087 2,254,878 |
111,455 723,716 |
296,932 655,177 |
|
| Employee numbers | |||||
| Number of employees at year end | 499 | 512 | 36 | 37 |
| Consolidated | Company | |||||
|---|---|---|---|---|---|---|
| 2003 \$ |
2002 S |
2003 S |
2002 S |
|||
| 16. | CONTRIBUTED EQUITY | |||||
| (i) | Share capital | |||||
| 25,329,931 (2002 - 24,879,931) fully paid ordinary shares |
20,044,219 | 19,857,064 | 20,044,219 | 19,857,064 | ||
| 2002 | ||||||
| (ii) | Movements in issued share capital | Number | Amount \$ |
|||
| Balance at 1 July 2001 and at 30 June 2002 | 24,879,931 | 19,857,064 | ||||
| 2003 | ||||||
| Number | Amount Ŝ |
|||||
| Balance at 1 July 2002 | 24,879,931 | 19,857,064 | ||||
| Issued ordinary shares at 41.59 cents each under the Employee Share and Option Plan |
||||||
| (refer note 16 (iv) and $24(i)$ ) | 450,000 | 187,155 | ||||
| Balance at 30 June 2003 | 25,329,931 | 20,044,219 |
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the company in proportion to the number of shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.
(iii) Options
750,000 options were granted to employees of CTI Logistics Limited and its controlled entities on 28 February 2001. Each option is convertible into one ordinary share at any time on or before 28 February 2004 at a fixed price of 75 cents per share. During the year 50,000 options were cancelled when employees ceased employment. The number of unissued ordinary shares under these options at 30 June 2003 is 600,000 (2002 -650.000).
(iv) Employee Share and Option Plan
The Employee Share and Option Plan was approved by the shareholders at the 1998 annual general meeting. Under the plan, employees (including executive directors), that have been employed by the consolidated entity for at least two years, may be offered the opportunity to purchase ordinary fully paid shares or offered options to acquire ordinary fully paid shares at the directors discretion and subject to shareholder approval.
The issue price of the plan shares is determined from the weighted average market price of all CTI Logistics Limited shares sold on the Australian Stock Exchange during the 30 days preceding the offer being extended. The exercise price of the plan options is determined by the last sale price of the company's share on the day prior to the offer being extended plus a premium of 15%. No options have been issued under this plan since inception.
The company, at the time of offering the plan shares, may also offer an interest free loan to assist with the purchase of these shares. The term of the loan is for 10 years. The loan is repayable by dividends earned on the plan shares and is secured by a lien over the plan shares.
| Consolidated | Company | |||||
|---|---|---|---|---|---|---|
| RETAINED PROFITS AND DIVIDENDS | 2003 \$ |
2002 \$ |
2003 \$ |
2002 \$ |
||
| $\bf(i)$ | RETAINED PROFITS | |||||
| Balance at the beginning of year | 794.787 | 254,032 | 329,734 | 742,999 | ||
| Adjustment resulting from change in accounting policy for providing for dividends Net profit/(loss) for the year |
248,799 214.802 |
789.554 | 248,799 (58, 572) |
(164, 466) | ||
| Dividends provided for or paid | (248,799) | (248,799) | (248,799) | (248,799) | ||
| Balance at the end of the year | 1,009,589 | 794.787 | 271,162 | 329,734 | ||
| (ii) | DIVIDENDS Ordinary Final 2002 dividend of 1 cent per share paid on 21 November 2002, recognised as a liability at 30 June 2002 but adjusted against retained profits at the beginning of the financial year on the change in accounting policy for providing for dividends. - Franked at 30% |
248,799 | 248.799 | |||
| Total dividends provided for or paid | 248,799 | 248,799 | ||||
| where the property of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the c |
Dividends were paid in cash.
17.
Dividends not recognised at year end
Since the end of the year the directors have declared a final dividend of 1 cent per ordinary share, fully franked at 30%. The aggregate amount of the dividend payable on 21 November 2003 out of retained profits at 30 June 2003, but not recognised as a liability at year end as a result of the change in accounting policy for providing for dividends [refer to note $1(u)$ : change in accounting policy for providing for dividends] is \$253,299.
Franking credits
| Franking credits available at the 30% | |||
|---|---|---|---|
| corporate tax rate. | 471.471 | 879.739 | 25,530 |
The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for:
- (a) franking credits that will arise from the payment of the current tax liability;
- (b) franking debits that will arise from the payment of dividends recognised as a liability at the reporting date;
- (c) franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date; and
- $(d)$ franking credits that may be prevented from being distributed in subsequent financial years.
The consolidated amounts include franking credits that would be available to the parent entity if distributable profits of controlled entities were paid as dividends.
18. CONTINGENT LIABILITIES
| Details and estimated maximum amounts of | |||
|---|---|---|---|
| contingent liabilities (for which no amounts are | |||
| recognised in the financial statements) arising | |||
| in respect of: | |||
| Company | |||
| Guarantees by the Company in respect of leasing | |||
| agreements entered into by controlled entities | 8,757,115 | 10.861,702 | |
| Controlled entities | |||
| Guarantees by the Company in respect of | |||
| creditors and borrowings by controlled entities | $\blacksquare$ | 16,072,135 | 17,809,056 |
| 24,829,250 | 28.670.758 |
18. CONTINGENT LIABILITIES (continued)
Under the terms of a Deed of Cross Guarantee (as detailed in Note 21) the Company has undertaken to meet any shortfall which might arise on the winding up of controlled entities which are party to the deed. The controlled entities are not in liquidation nor is there any indication that the controlled entities will be wound up. Details of controlled entities party to the deed are in Note 21.
19. SUPERANNUATION COMMITMENTS
Superannuation contributions are made pursuant to the Government's Superannuation Guarantee Charge and are legally enforceable. Employees contribute various percentages of their gross income. Benefits provided under the Company's Superannuation Plan are based on the accumulated contributions for each employee over the period of employment. Funds are available to satisfy all benefits that are vested under the plan in the event of termination of the plan or termination of an employee's employment.
| Consolidated | Company | ||||
|---|---|---|---|---|---|
| 2003 | 2002 | 2003 | 2002 | ||
| 20. | LEASE AND CAPITAL COMMITMENTS | \$ | \$ | \$ | \$ |
| Total lease expenditure contracted for at balance | |||||
| date but not recognised in the financial | |||||
| statements: | 15,835 | 28,967 | |||
| Payable no later than one year | 1,418,475 1,464,391 |
1,530,604 2,132,079 |
8,354 | 19,497 | |
| Payable later than one, not later than five years Payable later than five years |
349,444 | 114,964 | |||
| 3,232,310 | 3,777,647 | 24,189 | 48,464 | ||
| Representing | 2,490,395 | ||||
| Non-cancellable operating leases Future finance charges on finance leases and |
2,880,826 | ||||
| hire purchase | 741,915 | 896,821 | 24,189 | 48,464 | |
| Commitments not recognised in the financial | |||||
| statements | 3,232,310 | 3,777,647 | 24.189 | 48,464 | |
| Analysis of non-cancellable operating lease | |||||
| Commitments: | |||||
| Payable no later than one year | 998,766 | 1,032,202 | |||
| Payable later than one, not later than five years | 1,142,185 | 1,733,660 | |||
| Payable later than five years | 349,444 | 114,964 | |||
| 2,490,395 | 2,880,826 | ||||
| Analysis of finance lease and hire purchase | |||||
| commitments: | |||||
| Payable no later than one year | 3,023,606 | 4,041,387 | 176,803 | 213,831 | |
| Payable later than one, not later than five years | 4,392,476 | 5,290,087 | 254,833 | 288,410 | |
| 7,416,082 | 9,331,474 | 431,636 | 502,241 | ||
| Deduct future finance charges on finance | 741,915 | 896,821 | 24,189 | 48,464 | |
| leases and hire purchase Recognised as a liability |
6,674,167 | 8,435,653 | 407,447 | 453,777 | |
| Representing lease and hire purchase liabilities | |||||
| Current | 2,385,029 | 3,542,986 | 160,968 | 184,863 | |
| Non-current | 4,289,138 | 4,891,667 | 246,479 | 268,914 | |
| 6,674,167 | 8,434,653 | 407,447 | 453,777 |
21. INVESTMENTS IN CONTROLLED ENTITIES
| (Ordinary shares) | |||
|---|---|---|---|
| Name of entity | Country of | 2003 | 2002 |
| incorporation | % | q. | |
| CTI Logistics Limited | Australia | ||
| Directly controlled by CTI Logistics Limited | |||
| Controlled entities | |||
| Bring Transport Industries Pty Ltd | Australia | 100 | 100 |
| Mercury Messengers Pty Ltd | Australia | 1(K) | 100 |
| CTI Security Services Pty Ltd | Australia | 100 | $100 -$ |
| CTI Transport Systems Pty Ltd | Australia | 100 | 100 |
| CTI Taxi Trucks Pty Ltd | Australia | 100 | 100 |
| CTI Security Systems Pty Ltd | Australia | 100 | $100 -$ |
| CTI Fleet Management Pty Ltd (formerly International Cargo Services | |||
| Pty Ltd) | Australia | 10O | 100 |
| CTI Freight Management Pty Ltd (formerly CTI Freight Forwarding | |||
| Pty Ltd ) | Australia | 100 | 100. |
| CTI Business Investment Company Pty Ltd | Australia | 100 | 100 |
| CTI Freight Systems Pty Ltd | Australia | 100 | $100 -$ |
| CTI Couriers Pty Ltd | Australia | 100 | 100 |
| CTI Swinglift Services Pty Ltd | Australia | 100 | 100 |
| CTI Xpress Systems Pty Ltd | Australia | 100 | 100 |
| CTI Investments Pty Ltd | Australia | 100 | 100 |
| Consolidated Transport Industries Pty Ltd | Australia | 100 | $100 -$ |
| Other controlled entities | |||
| Directly controlled by CTI Investments Pty Ltd | |||
| Advance Press Pty Ltd | Australia | 100 | 100. |
| LCL Cargo Services Pty Ltd | Australia | 100 | 100 |
| Blackwood Industries Pty Ltd | Australia | 10O | 100 |
| CTI Fulfilment Services Pty Ltd | Australia | 100 | 100 |
| Directly controlled by Blackwood Industries Pty Ltd | |||
| Efal Pty Ltd | Australia | 100 | 100 |
| Ausplastics Pty Ltd | Australia | 100 | 100 |
| CTI Management Pty Ltd | Australia | 100 | 100 |
| CTI (NSW) Pty Ltd | Australia | 100 | 100 |
| Directly controlled by Consolidated Transport Industries Pty Ltd | |||
| CTI Distribution Group Pty Ltd | Australia | 100 | 100. |
All of the above companies are relieved from the requirement to prepare audited financial statements under the ASIC Class Order 98/1418 (as amended by Class Orders 98/2017, 00/0321 and 01/1087) as they and the Company are party to a Deed of Cross Guarantee under which each company guarantees the debts of the others. Entities acquired or established during the financial year have been added by an Assumption Deed contemplated by the Deed of Guarantee. The above companies represent a 'Closed Group' for the purposes of the Class Order, and as there are no other parties to the Deed of Cross Guarantee, they also represent the Extended Closed Group.
Interest of Company
22. SEGMENT INFORMATION
The consolidated entity operates predominantly in Australia and is involved in the production and sale of the following products and services:
- Logistics and transport services includes the provision of courier, taxi truck, warehousing and freight forwarding $\bullet$ services.
- Manufacturing, security and other services includes the provision of printing, paper converting, manufacturing of $\bullet$ plastic products and security services.
| Logistics and Transport 2003 \$ |
Manufacturing, Security and Other 2003 \$ |
Intersegment Eliminations 2003 \$ |
Consolidated 2003 \$ |
|
|---|---|---|---|---|
| Sales to customers outside the | ||||
| consolidated entity | 67,950,492 | 22,996,537 | 90,947,029 | |
| Intersegment sales | 161,680 | 57,164 | (218, 844) | |
| Total segment revenue | 68.112.172 | 23.053.701 | (218.844) | |
| Unallocated other revenue | 574.330 | |||
| Consolidated revenue from ordinary activities |
91,521,359 | |||
| Segment result | 1,747,300 | 3,177,084 | (151, 736) | 4,772,648 |
| Unallocated result | ||||
| Interest expense | (1,404,613) | |||
| Provision for diminution of investments |
(461,580) | |||
| Provision for restricted recovery of share scheme loans |
(381,000) | |||
| Other | (2.071.213) | |||
| Consolidated profit from ordinary activities before income tax |
454,242 | |||
| Income tax expense | 239,440 | |||
| Net profit | 214.802 | |||
| Segment assets | 32,155,512 | 22,615,313 | (6,897,213) | 47,873,612 |
| Unallocated assets | 5.932.677 | |||
| Total assets | 53.806.289 | |||
| Segment liabilities | 7,483,866 | 4,500,761 | (3,165,157) | 8,819,470 |
| Unallocated liabilities | 23.933.011 | |||
| Total liabilities | 32.752.481 | |||
| Acquisitions of property, plant and equipment, intangibles and other non- |
||||
| current segment assets | 2,621,203 | 1,607,909 | 4,229,112 | |
| Unallocated acquisitions | 161,929 | |||
| Total acquisitions | 4.391.041 | |||
| Depreciation and amortisation expense |
2,265,392 | 1,612,773 | 3,878,165 | |
| Unallocated | 420.407 | |||
| Total depreciation and amortisation expense |
4,298,572 | |||
| Other non-cash expenses | 260,554 | 268,174 | 528,728 | |
| Unallocated | 381.000 | |||
| Total other non-cash expenses | 909,728 |
22. SEGMENT INFORMATION (continued)
| Logistics and Transport 2002 \$ |
Manufacturing, Security and Other 2002 \$ |
Intersegment Eliminations 2002 \$ |
Consolidated 2002 \$ |
|
|---|---|---|---|---|
| Sales to customers outside the | ||||
| consolidated entity | 73,764,549 | 27,034,424 | 100,798,973 | |
| Intersegment sales | 196,735 | 53,675 | (250, 410) | |
| Total segment revenue | 73,961,284 | 27,088,099 | (250, 410) | |
| Unallocated other revenue | 356,899 | |||
| Consolidated revenue from ordinary activities |
101,155,872 | |||
| Segment result | 3,164,119 | 2,066,263 | (164, 791) | 5,065,591 |
| Unallocated result | ||||
| Interest expense | (1,595,815) | |||
| Other | (2,209,218) | |||
| Consolidated profit from ordinary activities before income tax |
1,260,558 | |||
| Income tax expense | 471,004 | |||
| Net profit | 789,554 | |||
| Segment assets | 33,583,505 | 28,236,911 | (6,091,770) | 55,728,646 |
| Unallocated assets | 6,272,806 | |||
| Total assets | 62,001,454 | |||
| Segment liabilities | 8,030,146 | 5,046,176 | (2,235,979) | 10,840,343 |
| Unallocated liabilities | 30,509,260 | |||
| Total liabilities | 41,349,603 | |||
| Acquisitions of property, plant and equipment, intangibles and other non- |
||||
| current segment assets | 2,533,884 | 592,797 | 3,126,681 | |
| Unallocated acquisitions | 86,196 | |||
| Total acquisitions | 3,212,877 | |||
| Depreciation and amortisation expense |
2,151,164 | 1,791,546 | 3,942,710 | |
| Unallocated | 487,845 | |||
| Total depreciation and amortisation expense |
4,430,555 | |||
| Other non-cash expenses | 180,074 | 83,260 | 263,336 |
Inter-segment transfers
Segment revenues, expenses and results include transfers between segments. Such transfers are priced on an "arm'slength" basis and are eliminated on consolidation.
| Consolidated | Company | ||||
|---|---|---|---|---|---|
| 2003 | 2002 | 2003 | 2002 | ||
| 23. DIRECTORS' AND EXECUTIVES' REMUNERATION |
Ŝ | \$ | \$ | \$ | |
| (i) | DIRECTORS' REMUNERATION | ||||
| Income paid or payable, or otherwise made available to: directors of the Company in connection with the management of affairs of the Company or its |
|||||
| controlled entities by the Company | 1,047,640 | 981,521 | |||
| directors of entities in the consolidated entity in connection with the management of affairs of those entities by the consolidated entity |
1.047.640 | 981,521 | |||
| The number of directors of the Company included in these figures are shown below in their relevant income bands: |
Company Number |
||||
| 2003 | 2002 | ||||
| Income of | |||||
| SO. \$9,999 $\equiv$ |
f | $\cdot$ | |||
| $$10,000 -$ \$19,999 |
$\overline{2}$ | Ĭ 2 |
|||
| \$29,999 $$20,000$ - $$180,000 -$ \$189,999 |
|||||
| $$190,000 -$ \$199,999 |
|||||
| $$210,000 -$ \$219,999 |
I | ||||
| \$230,000 - \$239,999 |
2 | ||||
| \$310,000 - \$319,999 |
Ĭ | ||||
(ii) EXECUTIVES' REMUNERATION
| Executive officers of | ||||
|---|---|---|---|---|
| Entities in the | The Company | |||
| Consolidated entity | ||||
| 2003 | 2002 | 2003 | 2002 | |
| \$. | Ś | \$ | \$ | |
| Income received by executive officers | ||||
| whose income is \$100,000 or more | ||||
| from the Company and related parties | 995,390 | 916,521 | ||
| related parties | 995,390 | 916.521 | ||
| from entities in the consolidated entity and |
23. DIRECTORS' AND EXECUTIVES' REMUNERATION (continued)
Officers' Remuneration
Having regard to the size and structure of the consolidated entity, the nature of its operations, and the close involvement of the four executive directors, it is the opinion of the directors that there are no executive officers of the Company or the consolidated entity apart from the four executive directors. Accordingly emolument disclosures have been provided for the four executive directors only.
| Executive officers of | |||||
|---|---|---|---|---|---|
| The number of executive officers whose income is \$100,000 or more are shown below in their relevant income bands: |
Entities in the consolidated entity |
the Company | |||
| 2003 | 2002 | 2003 | 2002 | ||
| Income of | Number | ||||
| \$180,000 - \$189,999 |
۰ | ||||
| \$190.000 - \$199.999 |
$\blacksquare$ | ||||
| \$210,000 $-$ \$219,999 |
|||||
| \$230,000 $-$ \$239,999 |
$\mathbf{r}$ | C) | |||
| \$310,000 $-$ \$319,999 |
|||||
24. RELATED PARTY INFORMATION
(i) CONTROLLING ENTITY
CTI Logistics Limited is the ultimate Australian parent entity of the consolidated entity.
(ii) DIRECTORS AND DIRECTOR-RELATED ENTITIES
The directors named in the attached Directors' Report each held office as a director of the Company during the year ended 30 June 2003.
Remuneration paid, payable or otherwise made available to the directors of entities in the consolidated entity are disclosed in Note 23.
Loans to Directors
Aggregate loans to directors of entities in the consolidated entity and their director-related entities are disclosed in Note 5.
| Consolidated | Company | |||
|---|---|---|---|---|
| 2003 S |
2002 \$ |
2003 S |
2002 | |
| Loans advanced (secured) to J D Elbery, D A Mellor, B E Saxild |
187,155 | ۰ | 187,155 | |
| Loan repayments received from J D Elbery, D A Mellor, B E Saxild, D R |
||||
| Watson | 6.000 | $\overline{\phantom{0}}$ | 6.000 |
During the year loans totalling \$187,155 were advanced to the directors as part of the Employee Share and Option Plan (refer note $16(iv)$ for details). The loans were extended for an original term of 10 years. The original tranche of loans has a remaining term of 5 years, while the second tranche has a remaining term of 9 years. All loans to directors are repayable from dividends and are secured by a lien over the shares.
In accordance with shareholder approval, these loans are interest free.
In the event of cessation of employment of directors, loans are repayable but CTI Logistics Limited cannot claim or demand outstanding moneys other than to the extent of proceeds realised from the disposal of shares secured under the plans. At the reporting date, the possible loss to the Consolidated Entity in the event of non-realisation of loans was \$77,655 after a provision of \$381,000. The provision was made during the year against restricted recovery. The possible loss in the event of non-realisation for 2002 was \$411,000.
24. RELATED PARTY INFORMATION (continued)
$(ii)$ DIRECTORS AND DIRECTOR-RELATED ENTITIES (continued)
Equity transactions with directors and their director-related entities
The aggregate number of shares acquired by directors of the Company and the consolidated entity and their directorrelated entities during the year were:
| Number | ||||
|---|---|---|---|---|
| Issuing entity | Class of share | 2003 | 2002 | |
| CTI Logistics Limited | Ordinary shares | 550,000 | 5,000 | |
| Directors of the Company and the consolidated entity and their director-related entities acquired 450,000 (2002 - nil) ordinary shares under the terms of the CTI Logistics Limited Employee Share and Option Plan, with the remaining shares acquired on normal market terms and conditions. |
||||
| The aggregate number of shares disposed of by directors of the Company and the consolidated entity and their director-related entities during the year were: |
||||
| Issuing entity | ||||
| CTI Logistics Limited | Ordinary shares | Nil | Nil | |
| Directors of the Company and the consolidated entity and their director-related entities disposed of nil $(2002 - \text{nil})$ ordinary shares under normal market terms and conditions. |
||||
| The aggregate number of shares held by directors of the Company and the consolidated entity and their director- related entities at balance date were: |
||||
| Issuing entity | ||||
| CTI Logistics Limited | Ordinary shares | 10,231,592 | 9.710.059 |
$\mathbf{x}$ and $\mathbf{x}$ and $\mathbf{x}$
24. RELATED PARTY INFORMATION (continued)
(iii) TRANSACTIONS WITH ENTITIES IN THE WHOLLY-OWNED GROUP
During the year the Company provided transport services, advanced and repaid loans, received loans, sold goods and provided accounting and administrative services to other entities in the wholly-owned group. These transactions were on commercial terms and conditions, except for certain interest free loans.
| Consolidated | Company | ||||
|---|---|---|---|---|---|
| 2003 | 2002 | 2003 | 2002 | ||
| (iv) AMOUNTS RECEIVABLE FROM AND PAYABLE TO ENTITIES IN THE WHOLLY OWNED GROUP AND OTHER RELATED PARTIES Aggregate amounts receivable at balance date from: Entities in the wholly-owned group Loans |
\$ | \$ | \$ | \$ | |
| Current | 5,421,011 | 9,973,335 | |||
| Non-current | 11,815,000 17,236,011 |
11,815,000 21,788,335 |
|||
| (v) | AMOUNTS ATTRIBUTABLE TO TRANSACTIONS WITH ENTITIES IN THE WHOLLY-OWNED GROUP AND OTHER RELATED PARTIES Operating profit before income tax for the financial year includes aggregate amounts attributable to transactions in respect of: Entities in the wholly-owned group Interest revenue |
2,014,859 | 2,386,063 | ||
| Management revenue | 3,360,224 | 3,033,504 | |||
| Dividend revenue | 221,667 | ||||
| (vi) | Interest expense OWNERSHIP INTEREST IN ENTITIES IN THE WHOLLY-OWNED GROUP Interests held in controlled entities are set out in Note 21. |
1,102,797 | 1,006,673 |
| Consolidated | ||||
|---|---|---|---|---|
| 25. | EARNINGS PER SHARE | 2003 Cents per share |
2002 | |
| Basic earnings per share | 0.85 | 3.17 | ||
| Diluted earnings per share | 0.85 | 3.17 | ||
| Number | Number | |||
| Weighted average number of ordinary shares used in calculating basic earnings per share and diluted earnings per share |
25, 143, 767 | 24,879,931 | ||
| \$ | \$ | |||
| Earnings used in the calculation of basic and diluted earnings per share |
214,802 | 789,554 | ||
| Potential shares that are not dilutive and are not used in the | Number | Number | ||
| calculation of diluted earnings per share: Options |
600,000 | 650,000 |
| Consolidated | Company | |||||
|---|---|---|---|---|---|---|
| 2003 | 2002 | 2003 | 2002 | |||
| 26. | CASH FLOW INFORMATION | \$ | \$ | \$ | \$ | |
| (i) | RECONCILIATION OF NET CASH FLOWS FROM OPERATING ACTIVITIES TO OPERATING PROFIT AFTER INCOME TAX |
|||||
| Operating profit/(loss) after income tax Depreciation and amortisation Provision for doubtful debts Net (gain)/loss on disposal of |
214,802 4,298,572 287,708 |
789,554 4,447,572 69,253 |
(58, 572) 420,407 381,000 |
(164, 466) 494,719 |
||
| Businesses, property, plant and equipment Investments |
(621, 335) (800) |
(252, 459) (5,000) |
(19, 892) | 2,064 | ||
| Provision for diminution of investments Decrease/(increase) in future income tax benefit |
461,580 (70,012) |
486,528 | 80,477 | (39,604) | ||
| Increase/(decrease) in deferred taxes payable Changes in assets and liabilities net of effects of acquisitions and disposals of entities (Increase)/decrease in trade and other |
258,411 | (225,581) | 2,602 | |||
| debtors (Increase)/decrease in inventories (Increase)/decrease in prepayments Increase/(decrease) in accounts payable, employee entitlements and other |
2,484,447 20,709 (309, 107) |
1,000,994 570,759 (167,077) |
(687, 501) 6,908 (16,984) |
(157,357) (36,735) 850 |
||
| provisions Net cash inflows from operating activities |
(1,476,651) | (1, 290, 363) | 521,502 | (112, 107) | ||
| 5,548,322 | 5,424,180 | 629,947 | (12, 636) | |||
| (ii) | RECONCILIATION OF CASH Cash at the end of the financial year (as shown in the consolidated statement of cashflows) is reconciled to the accounts as follows: Cash on hand and at bank at the end of the |
|||||
| financial year Less: Bank overdrafts |
(68, 735) | 756,322 | (68, 735) | 756,322 | ||
| Balances per statement of cashflows | (68, 735) | 756,322 | (68, 735) | 756,322 | ||
| (iii) STANDBY ARRANGEMENTS AND CREDIT FACILITIES Entities in the consolidated entity have access to: Credit standby arrangements Secured bank overdraft and bill acceptance facilities, totalling |
10,694,000 | 15,500,000 | ||||
| Amount of credit unused | 2,527,923 | 1,592,000 |
The Company does not have separate credit facilities but has access to funds made available by bankers to the consolidated entity as a whole.
26. CASH FLOW INFORMATION (continued)
| Consolidated | Company | ||||
|---|---|---|---|---|---|
| 2003 | 2002 | 2003 | 2002 | ||
| \$ | \$ | \$ | \$ | ||
| (iv) | NON-CASH FINANCING AND | ||||
| INVESTING ACTIVITIES | |||||
| Acquisition of plant and equipment by means | |||||
| of finance leases and hire purchase | 3.076.569 | 2.154,847 | 146,032 | 25.088 | |
| Sale of businesses, plant and equipment for | |||||
| deferred consideration | 1.800,000 | 1.846.111 | |||
| Issue of shares under the Company's | |||||
| Employee Share and Option Plan | 187, 155 | 187.155 |
DISPOSAL OF BUSINESSES $(v)$
| Consolidated 2003 \$ |
|
|---|---|
| During the financial year, the consolidated entity sold its freight forwarding and customs broking businesses. |
|
| Proceeds received or receivable: | |
| Cash consideration received | 450,000 |
| Deferred consideration | 1,800,000 |
| Total consideration | 2,250,000 |
| Carrying value of assets disposed of: | |
| Plant and equipment | 205,753 |
| Intangible assets | 1,435,049 |
| Other assets | 157,242 |
| 1.798.044 |
27. SUBSEQUENT EVENTS
Subsequent to balance date, the directors have declared a final dividend of 1 cent per ordinary share fully franked.
Since the end of the financial year, an unconditional sales agreement for \$1,700,000 has been entered into for a property held for resale. The property has a carrying value at 30 June 2003 of \$1,575,407.
Other than disclosed elsewhere in these financial statements no events have occurred since the end of the financial year that provide additional evidence of conditions that existed at the end of the financial year or that reveal for the first time a condition that existed at the end of the financial year.
28. FINANCIAL INSTRUMENTS
Off-balance Sheet Derivative Instruments
The Company and certain of its controlled entities are parties to derivative financial instruments in the normal course of business in order to hedge exposure to fluctuations in interest and foreign exchange rates.
Interest Rate Swap Contracts
On 5 September 2002, the consolidated entity entered into an interest rate swap contract under which it was obliged to receive interest at variable rates and to pay interest at fixed rates. The contract was settled on a net basis every 90 days and the net amount receivable or payable was recorded in other debtors or other creditors.
The notional principal amount of the contract was \$3,000,000 and the termination date is 16 September 2003. The fixed interest rate was 5.23% and the variable rate was the 90 day bank bill rate as at the commencement of the quarter. The rate set for the quarter commencing 16 June 2003 was 4.78%.
28. FINANCIAL INSTRUMENTS (continued)
Credit Risk Exposures
The credit risk on financial assets of the consolidated entity which have been recognised on the balance sheet, other than investments in shares, is generally the carrying amount, net of any provisions for doubtful debts.
Interest Rate Risk Exposures
The consolidated entity's exposure to interest rate risk and the effective weighted average interest rate for each class of financial assets and financial liabilities is set out below.
Exposures arise predominantly from assets and liabilities bearing variable interest rates as the consolidated entity intends to hold fixed rate assets and liabilities to maturity.
| Fixed interest maturing in: | ||||||
|---|---|---|---|---|---|---|
| 2003 | Weighted average effective interest rate % |
Floating interest rate \$ |
1 year or less \$ |
Over 1 to 5 years \$ |
Non-interest bearing \$ |
Total \$ |
| Financial assets | ||||||
| Cash | ||||||
| Receivables | 16.794.973 | 16,794,973 | ||||
| Investments | 327,753 | 327,753 | ||||
| $\overline{\phantom{0}}$ | 17,122,726 | 17,122,726 | ||||
| Financial liabilities | ||||||
| Bank overdraft | 68,735 | 68,735 | ||||
| Bank loans | 5.05 | 7.800,000 | 7,800,000 | |||
| Other loans | 6.37 | 134,544 | 2,996,000 | 1,260,000 | 4,390,544 | |
| Trade and other creditors | 9,233,969 | 9,233.969 | ||||
| Lease liabilities | 7.50 | 14,297 | 14,297 | |||
| Hire purchase liabilities | 6.99 | 2,370,732 | 4,289,138 | 6,659,870 | ||
| 8,003,279 | 5,381,029 | 5,549,138 | 9,233,969 | 28, 167, 415 | ||
| Net financial assets | ||||||
| (liabilities) | (8,003,279) | (5,381,029) | (5,549,138) | 7,888,757 | (11,044,689) |
| Fixed interest maturing in: | ||||||
|---|---|---|---|---|---|---|
| 2002 | Weighted average effective interest rate |
Floating interest rate |
1 year or less | Over 1 to 5 years |
Non-interest bearing |
Total |
| % | \$ | \$ | \$ | \$ | \$ | |
| Financial assets | ||||||
| Cash | 4.75 | 756,322 | 756,322 | |||
| Receivables | 22,239,325 | 22,239,325 | ||||
| Investments | 789,295 | 789,295 | ||||
| 756,322 | 23,028,620 | 23,784,942 | ||||
| Financial liabilities | ||||||
| Bank loans | 5.02 | 13,900,000 | 13,900,000 | |||
| Other loans | 6.59 | 199,857 | 4,256,000 | 4,455,857 | ||
| Trade and other creditors | 10,161,659 | 10,161,659 | ||||
| Lease liabilities | 7.50 | 8,364 | 12,860 | 21,224 | ||
| Hire purchase liabilities | 7.25 | 3,534,622 | 4,878,807 | 8,413,429 | ||
| 14,099,857 | 3,542,986 | 9,147,667 | 10,161,659 | 36,952,169 | ||
| Net financial assets | ||||||
| (liabilities) | (13, 343, 535) | (3,542,986) | (9,147,667) | 12,866,961 | (13,167,227) |
28. FINANCIAL INSTRUMENTS (continued)
Net Fair Value of Financial Assets and Liabilities On-balance Sheet
The net fair value of cash and cash equivalents and non-interest bearing monetary financial assets and financial liabilities of the consolidated entity approximates their carrying value.
The net fair value of other monetary financial assets and financial liabilities is based upon market prices where a market exists or by discounting the expected future cash flows by the current interest rates for assets and liabilities with similar risk profiles.
Equity investments traded on organised markets have been valued by reference to market prices prevailing at balance date.
The carrying amounts and net fair values of financial assets and liabilities at balance date are:
| 2003 | 2002 | ||||
|---|---|---|---|---|---|
| Carrying amount \$ |
Net fair value \$ |
Carrying amount Ś. |
Net fair value \$ |
||
| On-balance sheet financial instruments |
|||||
| Financial assets | |||||
| Cash | 756.322 | 756,322 | |||
| Trade and other debtors | 16,794,973 | 16,662,381 | 22,239,325 | 22, 103, 158 | |
| Traded investments (note 6) | 257,128 | 236,733 | 718,670 | 267,433 | |
| Other investments | 70.625 | 12.826 | 70,625 | 70,625 | |
| 17,122,726 | 16,911,940 | 23,784,942 | 23, 197, 538 | ||
| Financial liabilities | |||||
| Trade accounts payable | 9,233,969 | 9,233,969 | 10,161,659 | 10,161,659 | |
| Bank overdraft | 68,735 | 68.735 | |||
| Bank loans | 7,800,000 | 7,800,000 | 13,900,000 | 13,900,000 | |
| Other loans | 4,390,544 | 4.390.544 | 4,455,857 | 4,455,857 | |
| Lease liabilities | 14,297 | 12,506 | 21,224 | 29,490 | |
| Hire purchase liabilities | 6,659,870 | 6,796,445 | 8,413,429 | 8,571,649 | |
| 28,167,415 | 28,302,199 | 36,952,169 | 37,118,655 | ||
| Off-balance sheet financial instruments |
|||||
| Financial assets | |||||
| Interest rate swaps | (1,110) | (3.403) |
Other than those classes of assets and liabilities denoted as "traded", none of the classes of financial assets and liabilities are readily traded on organised markets in standardised form.
Although certain trade and other debtors are carried at an amount above net fair value, the directors have not caused those assets to be written down as it is intended to retain those assets to maturity.
DIRECTORS' DECLARATION
The directors declare that the financial statements and notes set out on pages 3 to 31:
- (a) comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
- (b) give a true and fair view of the company's and consolidated entity's financial position as at 30 June 2003 and of their performance, as represented by the results of their operations and their cash flows, for the financial year ended on that date.
In the directors' opinion:
- (a) the financial statements and notes are in accordance with the Corporations Act 2001; and
- (b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable; and
- (c) at the date of this declaration, there are reasonable grounds to believe that the members of the Extended Closed Group identified in note 21 will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee described in note 21.
This declaration is made in accordance with a resolution of the directors.
DAVID MELLOR Director
Perth 30 September 2003

Independent audit report to the members of CTI Logistics Limited
Audit opinion
In our opinion, the financial report of CTI Logistics Limited:
- gives a true and fair view, as required by the Corporations Act 2001 in Australia, of the financial position of CTI Logistics Limited and the CTI Logistics Group (defined below) as at 30 June 2003, and of their performance for the year ended on that date, and
- is presented in accordance with the Corporations Act 2001, Accounting Standards and other mandatory financial reporting requirements in Australia, and the Corporations Regulations 2001.
This opinion must be read in conjunction with the rest of our audit report.
Scope
The financial report and directors' responsibility
The financial report comprises the statement of financial position, statement of financial performance, statement of cash flows, accompanying notes to the financial statements, and the directors' declaration for both CTI Logistics Limited (the company) and the CTI Logistics Group (the consolidated entity), for the year ended 30 June 2003. The consolidated entity comprises both the company and the entities it controlled during that year.
The directors of the company are responsible for the preparation and true and fair presentation of the financial report in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report.
Audit approach
We conducted an independent audit in order to express an opinion to the members of the company. Our audit was conducted in accordance with Australian Auditing Standards, in order to provide reasonable assurance as to whether the financial report is free of material misstatement. The nature of an audit is influenced by factors such as the use of professional judgement, selective testing, the inherent limitations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot guarantee that all material misstatements have been detected.
We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001, Accounting Standards and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the company's and the consolidated entity's financial position, and of their performance as represented by the results of their operations and cash flows.
PricewaterhouseCoopers ABN 52 780 433 757
$\alpha$ 250 St Georges Terrace PERTH WA 6000 GPO Box D198 PERTH WA 6840 DX 77 Perth Australia www.pwc.com/au Telephone +61 8 9238 3000 Facsimile +61 8 9238 3999
PriceWATERHOUSE COPERS
We formed our audit opinion on the basis of these procedures, which included:
- examining, on a test basis, information to provide evidence supporting the amounts and × disclosures in the financial report, and
- assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates made by the directors.
When this audit report is included in an Annual Report, our procedures include reading the other information in the Annual Report to determine whether it contains any material inconsistencies with the financial report.
While we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls.
Our audit did not involve an analysis of the prudence of business decisions made by directors or management.
Independence
In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.
PricevolenhouseCoopers
PricewaterhouseCoopers
Inid J. Look
David J Smith Partner
Perth 30 September 2003
CORPORATE GOVERNANCE STATEMENT
The directors of CTI Logistics and its controlled entities aspire to an effective level of corporate governance considered appropriate to a consolidated entity the size of the group. The directors take ultimate responsibility for corporate governance and operate in accordance with CTI Logistics' Constitution, Australian Stock Exchange Limited Listing Rules, The Corporations Act 2001 and all other relevant legislation.
The role of the board of directors is to set policy and guide the management of the group in the best interests of all shareholders. The board's responsibilities include maintenance and creation of shareholder value, and setting corporate objectives as well as ensuring the group operates in a responsible and ethical manner both within the spirit of any relevant legislation and within the business community. The board also recognises the importance of providing a stable, nondiscriminatory employment environment for the group's employees.
The board of directors throughout the financial year consisted of the executive chairman, three other executive directors and two non-executive directors. A third non-executive director, Mr W. Tucker resigned during the year. The composition of the board is considered from time to time at board meetings with a view to maintaining a board with an appropriate mix of operational and financial skills and experience. Recommendations for additional members of the board can be made by any hoard member.
Many day to day administrative and operational matters are dealt with by formally constituted divisional committees whose membership consists of at least one board member and senior management personnel.
The executive directors approve and set the remuneration of senior staff members within the group. A remuneration committee which comprises two non-executive directors advises the board on remuneration packages and other terms of employment for executive directors. One formal meeting of the remuneration committee was held during the financial year.
An audit committee comprising a non-executive and an executive director assist the board in fulfilling its oversight responsibilities by reviewing the financial reporting process, the system of internal control and management of financial risks, and its own code of business conduct. The audit committee also reviews the terms of engagement for the external auditors together with the scope and quality of the audit and the auditor's independence. The committee meets with the auditors at least twice a year.
In addition to formal full board meetings, the executive directors, who all live in Perth, meet on a regular basis, both formally and informally, to consider day to day operational and managerial matters that arise which do not require full board consideration.