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CTI LOGISTICS LIMITED — Annual Report 2004
Sep 29, 2004
64663_rns_2004-09-29_7fb0e2de-9323-4587-8dd5-a8798f0831ba.pdf
Annual Report
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CTI LOGISTICS LIMITED
ABN 69 008 778 925
30 JUNE 2004
ANNUAL REPORT
DIRECTORY
DIRECTORS
David Robert Watson (Executive Chairman)
Jonathan David Elbery (Executive)
David Anderson Mellor (Executive)
Bruce Edmond Saxild (Executive)
Peter James Leonhardt (Non-Executive)
SECRETARY
CONTENTS
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
1 Drummond Place 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
| Directors' Report | Page | $1 - 2$ |
|---|---|---|
| Statements of Financial Performance | Page | -3 |
| Statements of Financial Position | Page | -4 |
| Statements of Cash Flows | Page 5 | |
| Notes to the Financial Statements | Page $6-32$ | |
| Directors' Declaration | Page 33 | |
| Independent Audit Report | Page 34-35 |
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 2004.
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. Mr Watson is a member of the remuneration committee.
Trevor John Kennedy (resigned 17 November 2003)
Mr Kennedy was the non-executive deputy chairman of CTI Logistics Limited. He resigned from the board on 17 November 2003.
Jonathan David Elberv
Mr Elbery is a Chartered Accountant who has been with the consolidated entity since 1992. He is responsible for the consolidated entity's security 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 Corporation Limited and a former managing partner of Coopers & Lybrand. Mr Leonhardt is the chairman of the audit committee and the 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.
Bruce Edmond Saxild
Mr Saxild has been with the consolidated entity since 1977. He is responsible for the consolidated entity's logistics and transport operations.
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.
Dividends
The directors have declared a fully franked final dividend of 1 cent per ordinary share subsequent to the end of the financial year. This dividend is not recognised as a liability at year end. During the financial year a I cent fully franked dividend for the year ended 2003 financial year and a 1 cent fully franked interim dividend for the year ended 30 June 2004 were paid to members.
Review of operations and results
During the period the consolidated entity sold its entire eastern states logistics and transport operations and certain wharf related assets. The effect of this sale on the results for the period under review is set out in note $26(v)$ . In the year under review consolidated revenue from ordinary activities was \$74,301,761, down 18.8% on the previous year. Net profit after tax attributable to members of the Company was \$2,847,367, up from \$214,802 on the previous year.
Changes in the state of affairs
Income tax credits of \$1,136,291 arose from the remeasurement of the tax balances of the consolidated entity on the implementation of the tax consolidation regime to reflect the impact of a resetting of the tax values of its assets with identified timing differences.
No other 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
On 20 September 2004 the Company commenced an onmarket buy-back of its issued shares. In accordance with the relevant legislation and Australian Stock Exchange Listing Rules, the Company can buy back up to 10% of its shares within the 12 months ending 19 September 2005 at prices not exceeding 5% above the average market price paid in the 5 trading days immediately preceding a purchase.
The directors are not aware of any other matters or circumstances 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;
- $(ii)$ establishment or acquisition of businesses in fields related to or compatible with the consolidated entity's existing core operations; and
- $(iii)$ to maximise the profits and returns to shareholders by 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 23.
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 |
|||
|---|---|---|---|
| Held | Number Number Attended |
||
| J D Elbery | 5 | 5 | |
| T J Kennedy (resigned) | Ĭ | ||
| P J Leonhardt | 5 | 5 | |
| D A Mellor | 5 | 5 | |
| B E Saxild | 5 | 5 | |
| D R Watson | 5 | 5 | |
| Audit committee | |||
| Number Number | |||
| Held | Attended | ||
| J D Elbery | 5 | 5 | |
| P J Leonhardt | 5 | 5 | |
| Remuneration committee | |||
| Number Number | |||
| Held | Attended | ||
| T J Kennedy (resigned) | |||
| P J Leonhardt | |||
| D R Watson |
Directors' and executives' emoluments
The remuneration 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. Remuneration of nonexecutive 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 note 23 of the financial statements.
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 at the date of this report
| Direct | Indirect | |
|---|---|---|
| Holding | Holding | |
| J D Elbery | 162,526 | 309.210 |
| P J Leonhardt | 53.086 | |
| D A Mellor | 69.545 | 914.756 |
| B E Saxild | 63.626 | 710.221 |
| D R Watson | 3,406,290 | 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 \$15,235 (2003 - \$14,069).
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.
This report is made in accordance with a resolution of the directors.

JONATHAN ELBERY Director
Perth, 30 September 2004
STATEMENTS OF FINANCIAL PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2004
| Consolidated | Company | ||||
|---|---|---|---|---|---|
| Notes | 2004 | 2003 | 2004 | 2003 | |
| \$ | \$ | \$ | \$ | ||
| Revenue from ordinary activities | 2 | 74,301,761 | 91,521,359 | 6,678,371 | 8,141,601 |
| Borrowing costs expense | 1,091,792 | 1,952,889 | 365,267 | 1,930,082 | |
| Other expenses from ordinary activities | 3 | 71,199,860 | 89,114,228 | 5,754,187 | 6,187,013 |
| Profit from ordinary activities before income tax expense |
3 | 2,010,109 | 454,242 | 558,917 | 24,506 |
| Income tax expense/(benefit) | 4 | (837,258) | 239,440 | (343, 284) | 83,078 |
| Net profit/(loss) attributable to members of the Company |
17 | 2,847,367 | 214,802 | 902,201 | (58, 572) |
| Total changes in equity other than those resulting in transactions with owners as owners |
2,847,367 | 214,802 | 902,201 | (58, 572) | |
| Cents | Cents | ||||
| Basic earnings per share | 25 | 11.24 | 0.85 | ||
| Diluted earnings per share | 25 | 11.24 | 0.85 |
The accompanying notes form an integral part of these financial statements.
STATEMENTS OF FINANCIAL POSITION
AS AT 30 JUNE 2004
| Consolidated | Company | ||||
|---|---|---|---|---|---|
| 2004 | 2003 | 2004 | 2003 | ||
| Notes | \$ | \$ | \$ | \$ | |
| CURRENT ASSETS | |||||
| Cash assets | 26 | 453,526 | 453,526 | ||
| Receivables | 5 | 13,609,942 | 14,957,818 | 10,476,021 | 18,031,587 |
| Inventories | $\tau$ | 1,453.157 | 1,354,737 | 59,121 | |
| Other assets | $\mathbf{1}$ | 2,560,614 | 4,798,039 | 311,540 | 80,100 |
| Total Current Assets | 18,077,239 | 21,110,594 | 11,241,087 | 18,170,808 | |
| NON-CURRENT ASSETS | |||||
| Receivables | 5 | 1.578.895 | 1,837,155 | 466,155 | 487.155 |
| Other financial assets | 6 | 257,185 | 327,753 | 8,439,981 | 8,439,981 |
| Property, plant and equipment | 8 | 20,944,563 | 25,734,877 | 2,562,852 | 2,798,976 |
| Tax assets | 9 | 717,690 | 1,433,844 | 717,690 | 424,641 |
| Intangible assets | 10 | 404,172 | 3,357,114 | ||
| Other assets | $\mathbf{H}$ | 2,148 | 4,952 | ||
| Total Non-current Assets | 23,904,653 | 32,695,695 | 12,186,678 | 12,150,753 | |
| TOTAL ASSETS | 41,981,892 | 53,806,289 | 23,427,765 | 30,321,561 | |
| CURRENT LIABILITIES | |||||
| Payables | 12 | 6,769,761 | 8,817,301 | 978,579 | 1,373,680 |
| Interest bearing liabilities | 13 | 2,828,504 | 10,752,685 | 148,255 | 5,084,703 |
| Provisions | 15 | 1,213,811 | 1,923,109 | 668,841 | 612,261 |
| Total Current Liabilities | 10.812,076 | 21,493,095 | 1,795,675 | 7,070,644 | |
| NON-CURRENT LIABILITIES | |||||
| Payables | $12 \,$ | 83,333 | 416,668 | ||
| Interest bearing liabilities | 13 | 6,474,524 | 8,180,761 | 128,428 | 2,821,479 |
| Tax liabilities | 14 | 680,913 | 2,152,168 | 680,913 | 2,602 |
| Provisions | 15 | 536,469 | 509,789 | 111,765 | 111,455 |
| Total Non-current Liabilities | 7.775.239 | 11,259,386 | 921,106 | 2,935,536 | |
| TOTAL LIABILITIES | 18,587,315 | 32,752,481 | 2,716,781 | 10,006,180 | |
| NET ASSETS | 23,394,577 | 21,053,808 | 20,710,984 | 20,315,381 | |
| EQUITY | |||||
| Contributed equity | 16 | 20,044,219 | 20,044,219 | 20,044,219 | 20,044,219 |
| Retained profits | 17 | 3,350,358 | 1,009,589 | 666,765 | 271,162 |
| TOTAL EQUITY | 23,394,577 | 21,053,808 | 20,710,984 | 20,315,381 |
The accompanying notes form an integral part of these financial statements.
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2004
| Consolidated | Company | |||||
|---|---|---|---|---|---|---|
| 2004 | 2003 | 2004 | 2003 | |||
| Notes | \$ | \$ | \$ | \$ | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Receipts from trade and other debtors (inclusive of | ||||||
| goods and services tax) | 75.526,944 | 108.812.105 | 5,814,693 | 4,509,524 | ||
| Payments of accounts payable and to other | ||||||
| suppliers and creditors and employees (inclusive of | ||||||
| goods and services tax) | (67,743,056) | (101, 343, 066) | (6,719,453) | (4,200,159) | ||
| Interest received | 114,769 | 79.626 | 107,981 | 2,025,409 | ||
| Borrowing costs | (1,091,792) | (1,952,889) | (365, 267) | (1,930,082) | ||
| Dividends received | 3,450 | 3,588 | 2,003,450 | 225,255 | ||
| Income taxes paid | (1,264,643) | (437, 843) | ||||
| Income tax refunds received | 372,463 | 386,801 | ||||
| Net cash flows from operating activities | 26(i) | 5,918,135 | 5,548,322 | 841,404 | 629,947 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
| Loan repayments received | 21,000 | 6,000 | 7,817,840 | 5,001,531 | ||
| Payments for property, plant and equipment | (1,987,011) | (1,261,865) | (118,683) | (78, 409) | ||
| Deferred payment for purchase of business | (333, 333) | (52,000) | ||||
| Proceeds from sale of businesses, property, plant & | ||||||
| equipment | 8.576.200 | 5.455.958 | 97,273 | 171,909 | ||
| Net cash flows from investing activities | 6,276,856 | 4,148,093 | 7,796,430 | 5,095,031 | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| Repayment of borrowings | (11, 166, 132) | (10,272,673) | (7,608,975) | (6,301,236) | ||
| Dividends paid | (506, 598) | (248, 799) | (506, 598) | (248, 799) | ||
| Net cash flows from financing activities | (11,672,730) | (10,521,472) | (8,115,573) | (6,550,035) | ||
| NET INCREASE/(DECREASE) IN CASH HELD | 522,261 | (825, 057) | 522,261 | (825,057) | ||
| Cash at the beginning of the financial year | (68, 735) | 756,322 | (68, 735) | 756,322 | ||
| CASH AT THE END OF THE FINANCIAL YEAR | 26(ii) | 453,526 | (68, 735) | 453,526 | (68, 735) | |
The accompanying notes form an integral part of these financial statements.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES $\mathbf{t}$
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 $\overline{a}$
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 2004 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 1(h).
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 đ
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 statement of financial performance when receivable. Subsequently, the carrying amount of investments is the lower of cost or market value, the later resulting in a provision for diminution.
INVENTORIES é.
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 f
$A = 40$
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:
| DUNUMES | ин-чо усағы |
|---|---|
| Plant and equipment | $5-15$ years |
| Motor vehicles | $5-10$ years |
LEASED ASSETS $\mathbf{g}$
TS content of the con-
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 GOODWH.I.
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 as 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.
1 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) $\mathbf{I}$
INCOME TAX Þ
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 account at the rates which are expected to apply when those timing differences reverse.
Tax consolidation legislation
The economic entity has decided to implement the tax consolidation legislation as of 1 July 2003. The Australian Tax Office has not yet been notified of this decision.
As a consequence, CTI Logistics Limited, as the head entity in the tax consolidated group, recognises current and deferred tax amounts relating to transactions, events and bafances of the entities in the group (being wholly-owned controlled entities) as if those transactions, events and balances were its own, in addition to the current and deferred tax amounts arising in relation to its own transactions, events and balances. Amounts receivable or payable under an accounting tax sharing agreement with the tax consolidated entities are recognised separately as tax-related amounts receivable or payable. Expenses and revenues arising under the tax sharing agreement are recognised as a component of income tax expense (revenue).
The deferred tax balances recognised by the parent entity in relation to the wholly-owned entities joining the tax consolidated group are measured based on their carrying amounts at the level of the tax consolidated group before the implementation of the tax consolidation regime, with one exception. The deferred tax balances relating to assets that had their tax values reset on joining the tax consolidated group, have been re-measured based on the carrying amount of those assets at the taxconsolidated group level and their reset tax values. The re-measurement adjustments of these deferred tax balances are also recognised in the consolidated financial statements as income tax expense or revenue. The impact on the income tax expense for the year is disclosed in note 4.
CASH FLOWS đ
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.
EARNINGS 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 ¢
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 liabilities consist primarily of trade and other creditors, employee entitlements and provision for service warranties. Segment assets and liabilities do not include income taxes.
DIVIDENDS $\mathbf t$
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.
PROPERTY HELD FOR RESALE $\mathbf{B}$
Property which is intended to be sold within twelve months of the date of the financial report is classified as property held for resale. Property held for resale is stated at the lower of cost less accumulated depreciation and net realisable value.
INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS) $\mathbf{v}$
The Australian Accounting Standards Board (AASB) is adopting IFRS for application to reporting periods beginning on or after 1 January 2005. The AASB has issued Australian equivalents to IFRS, and the Urgent Issues Group will issue abstracts corresponding to IASB interpretations originated by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee. The adoption of Australian equivalents to IFRS will be first reflected in the consolidated entity's financial statements for the half-year ending 31 December 2005 and the year ending 30 June 2006.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) $\mathbf{t}$ .
INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS) (continued)
Entities complying with Australian equivalents to IFRS for the first time will be required to restate their comparative financial statements to amounts reflecting the application of IFRS to that comparative period. Most adjustments required on transition to IFRS will be made, retrospectively, against opening retained earnings as at 1 July 2004.
CTI Logistics has conducted a high level review of the likely impact of transition to Australian equivalents to IFRS. A more detailed review will be conducted in the next financial year.
Major changes identified to date that will be required to the consolidated entity's existing accounting policies include the following:
$I.$ Income tax
Under the AASB112 Income Taxes, deferred tax balances are determined using the balance sheet method which calculates temporary differences based on the carrying amounts of an entity's assets and liabilities in the statement of financial position and their associated tax bases. In addition, current and deferred taxes attributable to amounts recognised directly in equity are also recognised directly in equity.
This will result in a change to the current accounting policy, under which deferred tax balances are determined using the income statement method, items are only tax-effected if they are included in the determination of pre-tax accounting profit or loss and/or taxable income or loss and current and deferred taxes cannot be recognised directly in equity.
- Intangible assets - goodwill
Under the AASB 3 Business Combinations, certain intangible assets which would currently be included in goodwill will be separately recognised and amortised on a systematic basis over their useful life. Amortisation of goodwill will be prohibited, and will be replaced by annual impairment testing focusing on the cash flows of the related cash generating unit.
This will result in a change to the current accounting policy, under which deferred tax balances are determined using the income statement method, items are only tax-effected if they are included in the determination of pre-tax accounting profit or loss and/or taxable income or loss and current and deferred taxes cannot be recognised directly in equity.
$\mathcal{F}$ Impairment of non-current assets
AASB 136 Impairment of Assets defines recoverable amount as the higher of an asset's (or a cash generating unit's) fair value less cost to sell and its value in use. Value in use is the present value of estimated future cash flows expected to arise from an asset or cash generating unit. The discount rate used must be an asset specific risk adjusted rate. Recoverable amount is determined whenever there is any indication that an asset may be impaired.
This will result in a change to the current accounting policy under which the estimated future cash flows used to determine recoverable amounts of non-current assets on an annual basis are not discounted to their present values.
4. Share based payments
Employee Share and Option Plan
On adoption of IFRS, it is expected that the Employee Share and Option Plan will be within the scope of AASB 2 Sharebased Payment and treated as equity settled, share based remuneration.
For new limited recourse loans issued to employees after adoption of IFRS, it is expected that the Company will be required to recognise within the statement of financial performance a remuneration expense measured at the fair value of the 'share option' inherent in the limited recourse loans issued to employees. Any shares acquired on market to fulfil a future obligation to provide shares to employees will be accounted for as a separate class of equity. A loan receivable will not be recognised. Loans to employees to acquire shares that were made prior to 1 January 2005 will not be required to be accounted for under AASB 2. However, the outstanding balance of any such loans is not expected to meet the obligation criteria for an asset under AASB 1 First Time Adoption of Australian Equivalents to International Financial Reporting Standards and will need to be de-recognised on transition to IFRS through an adjustment to contributed equity.
Financial Instruments $\leq$
Under AASB 139 Financial Instruments: Recognition and Measurement there may be impacts as a result of financial assets held by the Company being subject to classification as either held for trading, held-to-maturity, available for resale or loans and receivables and, depending upon classification, measured at fair value or amortised cost. The most likely accounting change is that investments in equity securities will be classified as available for sale and measured at fair value, with changes in fair value recognised directly in equity until the underlying asset is derecognised.
The above should not be regarded as a complete listing of changes in accounting policies that will result from the transition to Australian equivalents to IFRS, as not all standards have been analysed as yet, and some decisions have not yet been made where choices of accounting policies are available. For these reasons it is not yet possible to quantify the impact of the transition to Australian equivalents to IFRS on the consolidated entity's financial position and reported results.
| Consolidated | Company | ||||
|---|---|---|---|---|---|
| 2004 | 2003 | 2004 | 2003 | ||
| \$ | \$ | S | \$ | ||
| 2. | REVENUE | ||||
| Revenue from operating activities Sale of goods |
18,661,248 | 18,719,923 | 259,032 | 238,396 | |
| Sale of services | 42,514,870 | 77,536,445 | |||
| Deduct excise and other duties | (8,601,142) | ||||
| Management fees | 2,353,370 | 3,360,224 | |||
| Services provided to related companies | 1,399,558 | 1,219,481 | |||
| Interest charged to related companies | 72,658 | 2,449,194 | |||
| Rent charged to related companies | 293,226 | 266,280 | |||
| 61,176,118 | 87,655,226 | 4,377,844 | 7,533,575 | ||
| Revenue from outside the operating activities | |||||
| Interest | 114,769 | 79,626 | 35,323 | 10,551 | |
| Dividends | 3,450 | 3,588 | 3,450 | 225,255 | |
| Dividend from a related company | 2,000,000 | ||||
| Rent | 320.431 | 66,382 | |||
| Grant | 25,507 | 229,568 | |||
| Proceeds from sale of | |||||
| Business, property, plant and equipment | 11,254,840 | 2,759,046 | 97,273 | 171,909 | |
| Other investments | 800 | ||||
| Other | 1,406,646 | 727.123 | 164,481 | 200,311 | |
| 13,125,643 | 3,866,133 | 2,300,527 | 608,026 | ||
| Total revenue from ordinary activities | 74,301,761 | 91,521,359 | 6,678,371 | 8,141,601 | |
| 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 | 98,420 | (79,011) | |||
| Raw materials and consumables used | 9,497,820 | 10,044,839 | 182,791 | 247,602 | |
| Employee benefits expense | 19,514,105 16,886,009 |
26,332,365 35,119,916 |
4,311,075 | 4,055,672 | |
| Subcontractor expense Depreciation of non-current assets (refer note 8) |
3,298,874 | 3,756,819 | 340,435 | 420,407 | |
| Depreciation of property held for resale | 56,079 | 84,210 | |||
| Amortisation of non-current assets | 146,657 | 457,543 | |||
| Motor vehicle and transportation costs | 5,671,291 | 5,776,632 | 94,227 | 66,751 | |
| Property costs | 942,601 | 1,539,975 | 55,273 | 63,758 | |
| Insurance costs | 723,561 | 1,195,635 | 246,466 | 382,578 | |
| Provision for diminution of investment | 70,625 | 461,580 | |||
| Provision for restricted recovery of share | |||||
| scheme loans | 381,000 | 381,000 | |||
| Other expenses from operating activities | 4,813,843 | 1,825,059 | 461,333 | 417,229 | |
| 61,719,885 | 86,896,562 | 5,691,600 | 6,034,997 | ||
| Other expenses from outside the operating | |||||
| activities | |||||
| Property costs | 79,955 | ||||
| Carrying value of businesses, property, plant | 9,479,975 | 2,137,711 | 62,587 | 152,016 | |
| and equipment sold | 9,479,975 | 2,217,666 | 62,587 | 152,016 | |
| Expenses from ordinary activities, excluding | |||||
| borrowing costs expense | 71,199,860 | 89,114,228 | 5,754,187 | 6,187,013 | |
| Consolidated | Company | ||||
|---|---|---|---|---|---|
| 2004 | 2003 | 2004 | 2003 | ||
| \$ | \$ | \$ | \$ | ||
| 3. | OPERATING PROFIT (continued) | ||||
| b) Profit from ordinary activities before | |||||
| income tax expense for the year includes the | |||||
| following specific net gains and expenses: | |||||
| Cost of sale of goods | 14, 118, 492 | 13,174,000 | 182,791 | 247,602 | |
| Amortisation of goodwill | 146,657 | 404.070 | |||
| Net gain on disposal | |||||
| Investments | 800 | ||||
| Businesses, property, plant and equipment | 1,774,865 | 621,335 | 34,686 | 19,892 | |
| Bad and doubtful debts expense | |||||
| - trade debtors | 363,470 | 418,728 | |||
| - share scheme loans | 381,000 | 381,000 | |||
| Provision for diminution of investment | 70,625 | 461,580 | |||
| Rental expense relating to operating leases | |||||
| minimum lease payments | 838,895 | 1,587,548 | |||
| (ii) AUDITORS' REMUNERATION |
|||||
| Amounts received, or due and receivable, by: | |||||
| The auditor of the Company for | |||||
| auditing and reviewing the financial | |||||
| statements | 89,140 | 77.000 | 80,140 | 58.400 | |
| Other services - taxation | 9,250 | 900 | 900 |
| Consolidated | Company | ||||
|---|---|---|---|---|---|
| 2004 | 2003 | 2004 | 2003 | ||
| \$ | \$ | \$ | \$ | ||
| 4. | INCOME TAX | ||||
| The income tax on the operating profit differs from | |||||
| the amount prima facie payable on that profit as follows: |
|||||
| Prima facie income tax on the operating profit at | |||||
| 30% | 603,033 | 136,273 | 167,675 | 7,352 | |
| Tax effect of permanent differences which | |||||
| Reduce tax payable due to: | |||||
| Rebatable dividends | (1,035) | (1,076) | (601, 035) | (67,576) | |
| Non-assessable profits on sale of businesses, | |||||
| property, plant and equipment | (352, 114) | (161, 686) | |||
| Increase tax payable due to non-deductible: | |||||
| Amortisation | 43,970 | 127,719 | |||
| Depreciation | 13,442 | 20,205 | 8,802 | 7,131 | |
| Expenses | 1,703 | 17,812 | 932 | 1,717 | |
| Provision | 21,188 | 138,474 | |||
| Prima facie tax adjusted for permanent differences | 330,187 | 277,721 | (423, 626) | (51,376) | |
| Tax losses transferred to controlled entities | 79,601 741 |
126,576 7,878 |
|||
| Under/(over) provision in prior year | (31, 154) | (38, 281) | |||
| Aggregate income tax expense/(benefit) before impact of tax consolidations |
299,033 | 239,440 | (343, 284) | 83,078 | |
| Prima facie income tax on the operating profit of the | |||||
| tax consolidated group (excluding parent entity) at | |||||
| 30% | 435,358 | ||||
| Tax effect of permanent differences which | |||||
| Reduce tax payable due to: | |||||
| Non-assessable profits on sale of businesses, | |||||
| property, plant and equipment | (352, 114) | ||||
| Increase tax payable due to non-deductible: | |||||
| Eliminate intercompany dividend | 600,000 | ||||
| Amortisation | 43,970 | ||||
| Depreciation | 4,640 | ||||
| Expenses | 771 | ||||
| Provision | 21,188 | ||||
| Prima facie tax adjusted for permanent differences | 753,813 | ||||
| Eliminate tax losses transferred to controlled entities | (79,601) | ||||
| Over provision in prior year | (31,895) | ||||
| Aggregate income tax expense - tax consolidated | |||||
| group (excluding parent entity) | 642,317 | ||||
| 299,033 | |||||
| Net deferred tax liabilities of the tax consolidated | |||||
| group entities assumed on implementation of tax | |||||
| consolidation | (888, 109) | ||||
| Adjustment to deferred tax balances on | |||||
| implementation of tax consolidation | (1, 136, 291) | ||||
| Compensation paid to tax consolidated group entities | |||||
| 245,792 | |||||
| Aggregate income tax expense/(benefit) | (837, 258) | 239,440 | (343, 284) | 83,078 |
Tax consolidation legislation
CTI Logistics Limited and the controlled entities have decided to implement the tax consolidation legislation as of 1 July 2003. The Australian Taxation office has not yet been notified of this decision. The accounting policy on implementation of the legislation is set out in note $1(p)$ . The impact on the income tax expense for the year is disclosed in the tax reconciliation above.
4. INCOME TAX (continued)
The controlled entities have agreed to compensate the Company for deferred tax liabilities assumed by the Company on the date of implementing this legislation and will be fully compensated for any deferred tax assets transferred to the Company, as such a current tax related payable has been recognised by the Company.
The entities also intend to enter into tax sharing and funding agreements. Under the terms of these agreements, the controlled entities will reimburse the Company for any current tax payable by the Company arising in respect of their activities and the Company will reimburse the controlled entities for any tax refund due to the Company arising in respect of their activities. The reimbursements are payable at the same time as the associated income tax liabilities falls due and have therefore been recognised as a current tax related payable by the Company. In the opinion of the directors, the tax sharing agreements are also valid agreements under the tax consolidated legislation and will limit the joint and several liability of the controlled entities in the case of default by the Company.
| Consolidated | Company | ||||
|---|---|---|---|---|---|
| 2004 | 2003 | 2004 | 2003 | ||
| \$ | S | \$ | \$ | ||
| 5. | RECEIVABLES | ||||
| Current | |||||
| Trade debtors | 9,098,848 | 13,203,715 | 165,921 | 795,576 | |
| Deduct provision for doubtful debts | 440,371 | 596,966 | |||
| 8,658,477 | 12,606,749 | 165,921 | 795,576 | ||
| Loans to controlled entities | 9,335,763 | 17,236,011 | |||
| Income tax refund receivable | 974,337 | 974,337 | |||
| Deferred consideration for sale of businesses | 3,380,782 | 450,000 | |||
| Other | 596,346 | 1,901,069 | |||
| 13,609,942 | 14,957,818 | 10,476,021 | 18,031,587 | ||
| 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 | 847,155 | 868,155 | 847,155 | 868,155 | |
| note 23. | |||||
| Deduct provision for restricted recovery | 381,000 466,155 |
381,000 487,155 |
381,000 466,155 |
381,000 487,155 |
|
| Deferred consideration for sale of a business | 1,112,740 | 1,350,000 | |||
| 1,578,895 | 1,837,155 | 466,155 | 487,155 | ||
| 6. | OTHER FINANCIAL ASSETS | ||||
| Non-current | |||||
| Traded securities (at cost) | |||||
| Shares and other equity securities | 718,765 | 718,708 | 105,840 | 105,840 | |
| Deduct provision for diminution | 461,580 | 461,580 | |||
| 257,185 | 257,128 | 105,840 | 105,840 | ||
| Other investments | |||||
| Shares in controlled entities (refer note 21) | |||||
| At cost Shares - at cost |
70,625 | 70.625 | 8,334,141 | 8,334,141 | |
| Deduct provision for diminution | (70,625) | ||||
| 70,625 | 8,334,141 | 8,334,141 | |||
| 257,185 | 327,753 | 8,439,981 | 8,439,981 | ||
| NET FAIR VALUES | |||||
| Traded securities are listed. The aggregate net fair values of these securities are: |
|||||
| Non-current | 395,105 | 236,733 | 74,614 | 61,970 |
| Consolidated | Company | ||||||
|---|---|---|---|---|---|---|---|
| 2004 | 2003 | 2004 | 2003 | ||||
| 7. | INVENTORIES | \$ | \$ | \$ | \$ | ||
| Current | |||||||
| Raw materials and stores (at cost) | 383,687 | 492,360 | 59,121 | ||||
| Work in progress (at cost) | 244,265 | 192,004 | |||||
| Finished goods (at cost) | 825,205 1,453,157 |
670,373 1,354,737 |
59,121 | ||||
| Cost | Accumulated | Written down | |||||
| 2004 | 2003 | 2004 | depreciation/amortisation 2003 |
value 2004 |
2003 | ||
| \$ | \$ | \$ | \$ | \$ | \$ | ||
| 8. PROPERTY, PLANT AND EQUIPMENT |
|||||||
| Consolidated | |||||||
| Freehold land | 2.488.982 | 2,488,982 | 2,488,982 | 2,488,982 | |||
| At cost | |||||||
| Buildings | |||||||
| At cost | 8.726.155 | 8,798,470 | 2,038,932 | 1,891,209 | 6.687.223 | 6,907,261 | |
| Plant and equipment | |||||||
| At cost | 23,880,682 | 22,841,369 | 15,263,145 | 14,526,173 | 8,617,537 | 8,315,196 | |
| Motor vehicles | |||||||
| At cost | 6,274,819 | 14,515,590 | 3,123,998 | 6,517,223 | 3,150,821 | 7,998,367 | |
| Under finance lease | 33,759 | 8,688 | 25,071 | ||||
| 6,274,819 | 14,549,349 | 3,123,998 | 6,525,911 | 3,150,821 | 8,023,438 | ||
| 41,370,638 | 48,678,170 | 20,426,075 | 22,943,293 | 20,944,563 | 25,734,877 | ||
| Company Freehold land |
|||||||
| At cost | 560,973 | 560,973 | $\boldsymbol{\mathrm{s}}$ | $\blacksquare$ | 560,973 | 560,973 | |
| Buildings At cost |
1,945,838 | 1,945,838 | 495,606 | 435,853 | 1,450,232 | 1,509,985 | |
| Plant and equipment | |||||||
| At cost | 1,859,891 | 1,826,871 | 1,734,873 | 1,573,833 | 125,018 | 253,038 | |
| Motor vehicles | |||||||
| At cost | 796,188 | 872,641 | 369,559 | 397,661 | 426,629 | 474,980 | |
| 5,162,890 | 5,206,323 | 2,600,038 | 2,407,347 | 2,562,852 | 2,798,976 |
8. PROPERTY, PLANT AND EQUIPMENT (continued)
| Consolidated | Company | |||
|---|---|---|---|---|
| Recent valuations of land and buildings | 2004 \$ |
2003 | 2004 | 2003 |
| Aggregate recent valuations of freehold land and buildings based on: Directors' valuation - 2004 |
12.059.000 | 12.059.000 | 2.550.000 | 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 buildings 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.
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 2003 | 2.488.982 | 6.907.261 | 8,315,196 | 7,998,367 | 25,071 | 25,734,877 |
| Additions | 10.694 | 2.925,358 | 652,896 | 3,588,948 | ||
| Disposals | (25,091) | (491, 233) | (4,538,993) | (25,071) | (5,080,388) | |
| Depreciation/ | ||||||
| amortisation expense | (205,641) | (2,131,784) | (961, 449) | (3.298.874) | ||
| Carrying amount at 30 | ||||||
| June 2004 | 2.488.982 | 6,687,223 | 8,617,537 | 3,150,821 | 20.944.563 |
| Freehold land |
Buildings | Plant and equipment |
Motor vehicles | Total | |||
|---|---|---|---|---|---|---|---|
| At cost | At cost | Finance lease |
|||||
| \$ | \$ | \$ | \$ | \$ | \$ | ||
| Company | |||||||
| Carrying amount at | |||||||
| 1 July 2003 | 560,973 | 1,509.985 | 253,038 | 474,980 | 2,798,976 | ||
| Additions | 33,020 | 133,876 | 166,896 | ||||
| Disposals | (62, 585) | (62, 585) | |||||
| Depreciation/ | |||||||
| amortisation expense | (59, 753) | (161,040) | (119,642) | (340, 435) | |||
| Carrying amount at 30 | |||||||
| June 2004 | 560.973 | 1.450.232 | 125,018 | 426,629 | 2,562,852 | ||
| Consolidated | Company | ||||
|---|---|---|---|---|---|
| 2004 \$ |
2003 \$ |
2004 \$ |
2003 \$ |
||
| 9. | TAX ASSETS | ||||
| Non-current | |||||
| Future income tax benefit | 717,690 | 1,433,844 | 717,690 | 424,641 | |
| The consolidated future income tax benefit for the year ended 30 June 2004 includes Snil attributable to tax losses $(2003 - $266, 357)$ . |
|||||
| 10. | INTANGIBLE ASSETS | ||||
| Goodwill (at cost) | 1.144.196 | 5,065,075 | |||
| Deduct accumulated amortisation | 740,024 | 1,707,961 | |||
| 404,172 | 3,357,114 | ||||
| 11. | OTHER ASSETS | ||||
| Current | |||||
| Prepayments | 636,287 | 1,252,962 | 311,540 | 80,100 | |
| Property held for resale | 1,924,327 | 3,545,077 | |||
| 2,560,614 | 4,798,039 | 311,540 | 80,100 | ||
| Recent valuation of property held for resale Recent valuations of land and buildings based |
|||||
| on directors' valuation - 2004 | 2,495,000 | 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 buildings 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 | 266,708 | 263,333 | 200,618 | 200,618 |
| Deduct accumulated amortisation | 264,560 | 260,345 | 200.618 | 200.618 |
| 2,148 | 2,988 | |||
| Deferred costs | 222,752 | 222,752 | ||
| Deduct accumulated amortisation | 222,752 | 220,788 | ||
| 1.964 | ||||
| 2,148 | 4,952 |
| Consolidated | Company | ||||
|---|---|---|---|---|---|
| 2004 \$ |
2003 \$ |
2004 \$ |
2003 \$ |
||
| 12. | PAYABLES | ||||
| Current | |||||
| Trade (unsecured) | 6,769,761 | 8,817,301 | 732,787 | 1,373,680 | |
| Tax related amounts payable to subsidiaries | 245,792 | ||||
| 6,769,761 | 8,817,301 | 978,579 | 1,373,680 | ||
| Non-current | |||||
| Trade (unsecured) | 83,333 | 416,668 | |||
| 13. | INTEREST BEARING LIABILITIES | ||||
| Current (secured) | |||||
| Bank overdrafts | 68.735 | 68,735 | |||
| Bank loans | 5,225,000 | 4,855,000 | |||
| Other loans | 3.073,921 14.297 |
||||
| Lease liabilities | 2.828.504 | 2,370,732 | 148,255 | 160,968 | |
| Hire purchase creditors | 2,828,504 | 10,752,685 | 148,255 | 5,084,703 | |
| Non-current (secured) | |||||
| Bank loans | 2,575,000 | 2,575,000 | |||
| Other loans | 4,256,000 | 1,316,623 | |||
| Hire purchase creditors | 2,218,524 | 4,289,138 | 128,428 | 246,479 | |
| 6.474.524 | 8.180.761 | 128.428 | 2.821.479 |
Other loans
Other loans comprises of two interest only mortgages over freehold land and buildings. The mortgages have expiry dates of August 2006 and February 2006. The interest rates are subject to review on a three monthly basis and calculated with reference to the 90 day bank bill bid rate. An interest and principal mortgage was repaid during the financial year ended 30 June 2004.
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 | ||||
|---|---|---|---|---|---|
| 2004 | 2003 | 2004 | 2003 | ||
| \$ | \$ | \$ | \$ | ||
| 13. | INTEREST BEARING LIABILITIES (continued) |
||||
| The carrying amounts of assets pledged as security are: |
|||||
| Current | |||||
| Property held for resale | 1,924,327 | 3,545,077 | |||
| Non-current | |||||
| Receivables | 1,578,895 | 1,837,155 | 466,155 | 487,155 | |
| Other financial assets | 257,185 | 327,753 | 8,439,981 | 8,439,981 | |
| Property, plant and equipment | 20,944,563 | 25,734,877 | 2,562,852 | 2,798,976 | |
| Intangible assets | 404,172 | 3,357,114 | |||
| 14. | TAX LIABILITIES | ||||
| Non-current | |||||
| Provision for deferred income tax | 680,913 | 2,152,168 | 680,913 | 2,602 | |
| 15. | PROVISIONS | ||||
| Current | |||||
| Employee entitlements | 1,213,811 | 1,923,109 | 668,841 | 612,261 | |
| Non-current | |||||
| Employee entitlements | 536,469 | 509,789 | 111,765 | 11,455 | |
| Employee entitlement liabilities | |||||
| Current | 1,213,811 | 1,923,109 | 668,841 | 612,261 | |
| Non-current | 536,489 | 509,789 | 111,765 | 11,455 | |
| Total | 1,750,300 | 2,432,898 | 780,606 | 723,716 | |
| Employee numbers | |||||
| Number of employees at year end | 274 | 499 | 31 | 36 |
| Consolidated | Company | ||||||
|---|---|---|---|---|---|---|---|
| 16. | CONTRIBUTED EQUITY | 2004 S |
2003 S |
2004 S |
2003 S |
||
| (i) | Share capital | ||||||
| 25,329,931 (2003 - 25,329,931) fully paid ordinary shares |
20,044.219 | 20,044,219 | 20,044.219 | 20,044,219 | |||
| 2003 | |||||||
| (ii) | Movements in issued share capital | Number | Amount | ||||
| 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)) | 450,000 | 187,155 | |||||
| Balance at 30 June 2003 | 25,329,931 | 20,044,219 | |||||
| 2004 | |||||||
| Number | Amount | ||||||
| Balance at 30 June 2004 | 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 was convertible into one ordinary share at any time on or before 28 February 2004 at a fixed price of 75 cents per share. All the options expired on 28 February 2004 and were cancelled. The number of unissued ordinary shares under these options at 30 June 2004 is nil (2003 - 600,000).
(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 shares 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 | |||||
|---|---|---|---|---|---|---|
| 17. | RETAINED PROFITS AND DIVIDENDS | 2004 \$ |
2003 \$ |
2004 \$ |
2003 \$ |
|
| (i) | RETAINED PROFITS | |||||
| Balance at the beginning of year | 1.009.589 | 794.787 | 271,162 | 329,734 | ||
| Adjustment resulting from change in accounting policy for providing for dividends |
248,799 | 248,799 | ||||
| Net profit/(loss) for the year | 2,847,367 | 214,802 | 902,201 | (58, 572) | ||
| Dividends provided for or paid | (506, 598) | (248,799) | (506, 598) | (248,799) | ||
| Balance at the end of the year | 3,350,358 | 1,009,589 | 666,765 | 271,162 | ||
| (ii) | DIVIDENDS Ordinary |
|||||
| Final 2003 dividend of 1 cent per share paid on 21 November 2003. - Franked at 30% Interim dividend of 1 cent per share paid |
253,299 | 253,299 | ||||
| on 14 May 2004. - Franked at 30% | 253,299 | 253,299 | ||||
| Total dividends provided for or paid | 506,598 | 506,598 |
Dividends were paid in cash.
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 12 November 2004 out of retained profits at 30 June 2004 is \$253,299 (2003 - \$253,299).
Franking credits
| Franking credits available at the 30% | ||||
|---|---|---|---|---|
| corporate tax rate. | 173,273 | 471471 | 173.273 |
The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for:
(a) franking credits/debits that will arise from the payment/refund of the current tax liability/receivable;
franking debits that will arise from the payment of dividends recognised as a liability at the reporting date; $(b)$
- franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date; $(c)$ and
- $(d)$ franking credits that may be prevented from being distributed in subsequent financial years.
The 2003 consolidated amounts include franking credits that would be available to the parent entity if distributable profits of controlled entities were paid as dividends.
Franking credits of \$470,620 were transferred from wholly-owned entities to the parent entity at the time these entities entered the tax consolidated group on 1 July 2003.
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 and hire purchase agreements entered 4,770,345 8,757,115 into by controlled entities Controlled entities Guarantees by the Company in respect of 10,376,307 16.072,135 creditors and borrowings by controlled entities 15,146,652 24,829,250
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.
A claim for \$235,112 has been lodged against a controlled entity in relation to alleged failure to make good a property on the expiration of a lease agreement. At the time, the property was subject to a sub-lease and the sub-tenant is a codefendant to the action. In the case that damages are awarded in this matter, a claim can be placed against the sub-tenant under the terms of the sub-lease. The Company has disclaimed liability and is defending the action. It is not practical to estimate the potential effect and end result of this claim but legal advice indicates the net financial impact of the case against the consolidated entity will not be significant.
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 | ||||
|---|---|---|---|---|---|
| 2004 | 2003 | 2004 | 2003 | ||
| 20. | LEASE AND CAPITAL COMMITMENTS | \$ | \$ | \$ | \$ |
| Total lease expenditure contracted for at balance | |||||
| date but not recognised in the financial statements: | |||||
| Payable no later than one year | 1.021.857 | 1,418,475 | 14,423 | 15,835 | |
| Payable later than one, not later than five years | 1,271,957 | 1,464,391 | 11,164 | 8,354 | |
| Payable later than five years | 72.676 | 349,444 | |||
| 2,366,490 | 3,232,310 | 25,587 | 24,189 | ||
| Representing | |||||
| Non-cancellable operating leases | 1.873.067 | 2,490,395 | |||
| Future finance charges on finance leases and | |||||
| hire purchase | 493,423 | 741,915 | 25.587 | 24,189 | |
| Commitments not recognised in the financial | |||||
| statements | 2.366,490 | 3,232,310 | 25.587 | 24.189 | |
| Analysis of non-cancellable operating lease | |||||
| Commitments: | |||||
| Payable no later than one year | 830,971 | 998,766 | |||
| Payable later than one, not later than five years | 1,066,822 | 1,142,185 | |||
| Payable later than five years | 72,676 | 349,444 | |||
| 1,970,469 | 2,490,395 | ||||
| Deduct provision for surplus lease space | 97,402 | ||||
| Commitments not recognised in the financial statements |
1,873,067 | 2,490,395 | |||
| Analysis of finance lease and hire purchase | |||||
| commitments: | |||||
| Payable no later than one year | 3,116,792 | 3,023,606 | 162,678 | 176,803 | |
| Payable later than one, not later than five years | 2,423,659 | 4,392,476 | 139,592 | 254,833 | |
| 5.540.451 | 7,416,082 | 302,270 | 431,636 | ||
| Deduct future finance charges on finance leases and hire purchase |
493,423 | 741,915 | 25.587 | 24,189 | |
| Recognised as a liability | 5,047,028 | 6,674,167 | 276,683 | 407,447 | |
| Representing lease and hire purchase liabilities | |||||
| Current | 2,828,504 | 2,385,029 | 148,255 | 160,968 | |
| Non-current | 2,218,524 | 4,289,138 | 128,428 | 246,479 | |
| 5,047,028 | 6,674,167 | 276,683 | 407,447 | ||
| CTI Logistics Limited and Controlled Entities | Page 71 |
21. INVESTMENTS IN CONTROLLED ENTITIES
| (Ordinary shares) | |||
|---|---|---|---|
| Name of entity | Country of | 2004 | 2003 |
| incorporation | 95 | 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 | 100 | 100 |
| CTI Security Services Pty Ltd | Australia | 10O | 100 |
| CTI Transport Systems Pty Ltd | Australia | 10O | 100 |
| CTI Taxi Trucks Pty Ltd | Australia | 100 | 100 |
| CTI Security Systems Pty Ltd | Australia | 100 | 100 |
| CTI Fleet Management Pty | Australia | 100 | 100 |
| CTI Freight Management 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 Australia |
100 100 |
100 $100 -$ |
| Consolidated Transport Industries Pty Ltd | |||
| 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 | 100 | 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 Records Management Pty Ltd (formerly CTI Management Pty | Australia | 10O | 100 |
| L(d) | |||
| CTI Waste Management Pty Ltd (formerly CTI (NSW) Pty Ltd ) | Australia | 100 | 100 |
| Directly controlled by Consolidated Transport Industries Pty Ltd | |||
| CTI Distribution Group Pty Ltd | Australia | 10O | 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 ٠ plastic products and security services.
| Logistics and Transport 2004 \$ |
Manufacturing, Security and Other 2004 \$ |
Intersegment Eliminations 2004 \$ |
Consolidated 2004 \$ |
|
|---|---|---|---|---|
| Sales to customers outside the consolidated entity |
50,353,933 | 23,372,066 | 73,725,999 | |
| Intersegment sales | 141.181 | 18,860 | (160,041) | |
| Total segment revenue | 50.495.114 | 23,390,926 | (160.041) | |
| Unallocated other revenue | 575.762 | |||
| Consolidated revenue from ordinary activities |
74,301,761 | |||
| Segment result | 2,568,361 | 2,817,116 | (181, 267) | 5,204,210 |
| Unallocated result Interest expense/(benefit) Other |
(687, 468) (2,506.633) |
|||
| Consolidated profit from ordinary activities before income tax |
2,010,109 | |||
| Income tax expense | (837, 258) | |||
| Net profit | 2.847.367 | |||
| Segment assets | 17,889,945 | 24,186,457 | (5,962,367) | 36,114,035 |
| Unallocated assets | 5.867.857 | |||
| Total assets | 41.981.892 | |||
| Segment liabilities | 3,409,906 | 4,826,859 | (1,342,261) | 6,894,504 |
| Unallocated liabilities Total liabilities |
11.692.811 18.587.315 |
|||
| Acquisitions of property, plant and equipment, intangibles and other non- current segment assets |
515,212 | 2,906,838 | 3,422,050 | |
| Unallocated acquisitions | 166,898 | |||
| Total acquisitions | 3.588.948 | |||
| Depreciation and amortisation expense |
1,305,059 | 1,856,113 | 3,161,172 | |
| Unallocated | 340.438 | |||
| Total depreciation and amortisation expense |
3,501,610 | |||
| Other non-cash expenses | 208.932 | 225,163 | 434,095 | |
| Unallocated | 187.402 | |||
| Total other non-cash expenses | 621,497 |
22. SEGMENT INFORMATION (continued)
| Logistics and Transport 2003 \$ |
Manufacturing, Security and Other 2003 \$ |
Intersegment Eliminations 2003 \$ |
Consolidated 2003 \$ |
|
|---|---|---|---|---|
| Sales to customers outside the | ||||
| consolidated entity | 67,950,492 161,680 |
22,996,537 57,164 |
(218, 844) | 90,947,029 |
| Intersegment sales Total segment revenue |
68,112,172 | 23,053,701 | (218, 844) | |
| Linallocated 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 Unallocated assets |
32,155,512 | 22,615,313 | (6, 897, 213) | 47,873,612 |
| 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)
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.
23. DIRECTORS' AND EXECUTIVES' REMUNERATION
The following persons were directors of CTI Logistics Limited during the financial year; J D Elbery, T J Kennedy, P J Leonhardt, D.A. Mellor, B.E. Saxild and D.R. Watson. Each held office as a director of the Company during the full year ended 30 June 2004 except Mr Kennedy who resigned from the board of CTI Logistics Limited on 17 November 2003.
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 specified executives of the Company or the consolidated entity apart from the four executive directors.
REMUNERATION OF DIRECTORS
Principles used to determine the nature and amount of remuneration
The remuneration 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. Remuneration of non-executive directors is determined by the Board within the maximum amount, approved by shareholders, from time to time.
Details of remuneration
Details of remuneration of each director of CTI Logistics Limited, including their personally-related entities, are set out in the following table.
2004
| Primary | Post-employment | ||||||
|---|---|---|---|---|---|---|---|
| Name | Cash salary and fees \$ |
Cash bonus \$ |
Non- monetary benefits S |
Super- annuation \$ |
Retirement benefits \$ |
Options | Total S |
| J D Elbery | 220,538 | 9,184 | 15,249 | $\sim$ | 244,971 | ||
| T J Kennedy | |||||||
| (resigned 17 Nov 2003) | 9.556 | 860 | $\equiv$ | 10.416 | |||
| P J Leonhardt | 29,000 | $\overline{\phantom{a}}$ | 29,000 | ||||
| D A Mellor | 209,456 | ۰. | 7,841 | 16,819 | ٠ | $\sim$ | 234.116 |
| B E Saxild | 198,645 | $\blacksquare$ | 8,007 | 18,630 | - | $\sim$ | 225.282 |
| D R Watson | 277,117 | 9,982 | 17,315 | ٠. | 304,414 | ||
| Total | 915,312 | 35.014 | 97,873 | ۰. | 1,048.199 |
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 $$15,235$ (2003 - \$14,069).
23. DIRECTORS' AND EXECUTIVES' REMUNERATION (continued)
EQUITY INSTRUMENT DISCLOSURES RELATING TO DIRECTORS
Share holdings
The number of shares in the Company held during the financial year by the directors of the Company, including their personally-related entities, is set out below.
| Name | Balance at the start of the year |
Received during the year on the exercise of options |
Other changes during the year |
Balances at the end of the year |
|---|---|---|---|---|
| J D Elbery | 467.626 | 1.100 | 468.726 | |
| T J Kennedy | ||||
| (resigned 17 Nov 2003) | 3,602,658 | $\overline{\phantom{a}}$ | 3,602,658 | |
| P J Leonhardt | 53,086 | $\overline{\phantom{a}}$ | 53,086 | |
| D A Mellor | 975.451 | 8.850 | 984.301 | |
| B E Saxild | 766,097 | 7.750 | 773,847 | |
| D R Watson | 5,370,051 | 1,100 | 5,371,151 |
LOANS TO DIRECTORS
Aggregates for directors
| 2004 | |||||
|---|---|---|---|---|---|
| Balance at the start of the vear |
Interest paid or payable for the year |
Interest not charged |
Balance at the end of the year |
Number in the group at the end of the year |
|
| Т | |||||
| Directors of CTI | |||||
| Logistics Limited | 868,155 | ٠ | 57.293 | 847.155 | 4 |
Individuals with loans above \$100,000 during the financial year
2004
| Balance at the start of the vear |
Interest paid or payable for the year |
Interest not charged |
Balance at the end of the year |
Highest indebtedness during the year |
|
|---|---|---|---|---|---|
| S | \$ | \$ | S | \$ | |
| J D Elbery | 232,635 | $\overline{\phantom{a}}$ | 15.340 | 226,635 | 232,635 |
| D A Mellor | 232,635 | ٠ | 15.340 | 226,635 | 232,635 |
| B E Saxild | 232,635 | $\mathbf{r}$ | 15.340 | 226,635 | 232,635 |
| D R Watson | 170,250 | $\overline{\phantom{a}}$ | 11.273 | 167,250 | 170.250 |
The loans were extended for an original term of 10 years. The first tranche of loans has a remaining term of 4 years, while the second tranche has a remaining term of 8 years. All loans to directors are repayable from dividends and are secured by a lien over the shares. The market value of the underlying shares at 30 June 2004 was \$577,500 (2003 - \$409,500).
In accordance with shareholder approval, these loans are interest free. The amounts for interest not charged in the tables above represent the amount of interest that would have been charged on an arm's-length basis.
In the event of cessation of employment of directors, loans are repayable but the Company 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 nil (2003 -\$77,655) after a provision of \$381,000. The provision was made during 2003 against restricted recovery.
23. DIRECTORS' AND EXECUTIVES' REMUNERATION (continued)
OTHER TRANSACTIONS WITH DIRECTORS AND SPECIFIED EXECUTIVES
A director, P J Leonhardt, is a director of Alliance Finance Corporation Limited. During the year Alliance Finance Corporation Limited provided the consolidated entity with an insurance premium funding loan under normal commercial terms and conditions.
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
Disclosures relating to the directors of entities in the consolidated entity are disclosed in Note 23.
(iii) TRANSACTIONS WITH ENTITIES IN THE WHOLLY-OWNED GROUP
During the year the Company 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 | ||||
|---|---|---|---|---|---|
| 2004 | 2003 | 2004 | 2003 | ||
| (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 | 9,335,763 | 17,236,011 | |||
| (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 | 72,658 | 2,014,859 | |||
| Management revenue | 2,353,370 | 3,360,224 | |||
| Services provided | 1,399,558 | 1,219,481 | |||
| Rent charged | 293,226 | 266,280 | |||
| Dividend revenue | 2,000,000 | 221,667 | |||
| Interest expense | 1,102,797 |
(vi) OWNERSHIP INTEREST IN ENTITIES IN THE WHOLLY-OWNED GROUP Interests held in controlled entities are set out in Note 21.
| Consolidated | |||
|---|---|---|---|
| 25. | EARNINGS PER SHARE | 2004 | 2003 Cents per share |
| Basic earnings per share | 11.24 | 0.85 | |
| Diluted earnings per share | 11.24 | 0.85 | |
| Number | Number | ||
| Weighted average number of ordinary shares used in calculating basic earnings per share and diluted earnings per share |
25,329,931 | 25, 143, 767 | |
| \$ | \$ | ||
| Earnings used in the calculation of basic and diluted earnings per share |
2,847,367 | 214,802 | |
| Potential shares that are not dilutive and are not used in the | Number | Number | |
| calculation of diluted earnings per share: | |||
| Options | 600,000 |
| Consolidated | Company | |||||
|---|---|---|---|---|---|---|
| 2004 | 2003 | 2004 | 2003 | |||
| 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 on disposal of |
2,847,367 3,501,610 (156, 595) |
214,802 4,298,572 287,708 |
902,201 340,434 |
(58, 572) 420,407 381,000 |
||
| Businesses, property, plant and equipment Investments |
(1,774,865) | (621, 335) (800) |
(34, 686) | (19, 892) | ||
| Provision for diminution of investments Decrease/(increase) in future income tax |
70,625 | 461,580 | ||||
| benefit Increase/(decrease) in deferred taxes payable Changes in assets and liabilities net of effects of acquisitions and disposals of entities |
716,154 (1,471,255) |
(70,012) 258,411 |
(293, 049) 678,311 |
80,477 2,602 |
||
| (Increase)/decrease in trade and other debtors (Increase)/decrease in inventories (Increase)/decrease in prepayments Increase/(decrease) in accounts payable, employee entitlements and other |
4,420,381 (98, 420) 616,675 |
2,484,445 20,709 (309, 107) |
(241,277) 59,121 (231, 440) |
(687, 501) 6,908 (16,984) |
||
| provisions Net cash inflows from operating activities |
(2,753,542) 5,918,135 |
(1,476,651) 5,548,322 |
(338,211) 841,404 |
521,502 629,947 |
||
| (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 Balances per statement of cashflows |
453,526 453,526 |
(68, 735) (68, 735) |
453,526 453,526 |
(68, 735) (68, 735) |
||
| (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 Amount of credit unused |
5,920,000 5,778,320 |
10,694,000 2,527,923 |
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 | ||||
|---|---|---|---|---|---|
| 2004 \$ |
2003 \$ |
2004 \$ |
2003 \$ |
||
| (iv) | NON-CASH FINANCING AND INVESTING ACTIVITIES |
||||
| Acquisition of plant and equipment by means | |||||
| of hire purchase | 1.601.937 | 3.076.569 | 48.213 | 146.032 | |
| Sale of businesses, plant and equipment for | |||||
| deferred consideration | 2,678,640 | 1.800,000 | |||
| Issue of shares under the Company's | |||||
| Employee Share and Option Plan | 187, 155 | 187.155 |
DISPOSAL OF BUSINESSES $(v)$
| Consolidated 2004 \$ |
Consolidated 2003 \$ |
|
|---|---|---|
| During the financial year, the consolidated entity sold its logistics and transport businesses located in the eastern states and certain wharf related assets (In 2003 – the freight forwarding and customs broking businesses were sold). |
||
| Proceeds received or receivable: | ||
| Cash consideration received | 6,281,185 | 450,000 |
| Deferred consideration | 2.678,640 | 1,800,000 |
| Total consideration | 8,959,825 | 2,250,000 |
| Carrying value of assets disposed of: | ||
| Plant and equipment | 4,841,758 | 205,753 |
| Intangible assets | 2,886,483 | 1,435,049 |
| Other assets | 361,552 | 157,242 |
| 8.089,793 | 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.
On 20 September 2004 the Company commenced an on-market buy-back of its issued shares. In accordance with the relevant legislation and Australian Stock Exchange Listing Rules, the Company can buy back up to 10% of its shares within the 12 months ending 19 September 2005 at prices not exceeding 5% above the average market price paid in the 5 trading days immediately preceding a purchase.
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
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: | ||||||
|---|---|---|---|---|---|---|
| 2004 | Weighted average effective interest rate |
Floating interest rate |
1 year or less | Over $1$ to $5$ years |
Non-interest bearing |
Total |
| % | \$ | \$ | \$ | \$ | \$ | |
| Financial assets | ||||||
| Cash | 4.09 | 453,526 | 453,526 | |||
| Receivables | $\overline{\phantom{0}}$ | 15,188,837 | 15,188,837 | |||
| Investments | 257,185 | 257,185 | ||||
| 453,526 | $\overline{\phantom{a}}$ | 15,446,022 | 15,899,548 | |||
| Financial liabilities | ||||||
| Other loans | 6.68 | 4,256,000 | 4,256,000 | |||
| Trade and other creditors | 6,853,094 | 6,853,094 | ||||
| Hire purchase liabilities | 6.83 | 2,828,504 | 2,218,524 | 5,047,028 | ||
| 2,828,504 | 6,474,524 | 6,853,094 | 16, 156, 122 | |||
| Net financial assets (liabilities) |
453,526 | (2,828,504) | (6,474,524) | 8,592,928 | (256, 574) |
| 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 | ||||
| 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) |
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:
| 2004 | 2003 | |||
|---|---|---|---|---|
| Carrying amount \$ |
Net fair value \$ |
Carrying amount \$ |
Net fair value \$ |
|
| On-halance sheet financial instruments |
||||
| Financial assets | ||||
| Cash | 453,526 | 453,526 | ||
| Trade and other debtors | 15,188,837 | 15,133,162 | 16,794,973 | 16,662,381 |
| Traded investments (note 6) | 257,185 | 395,105 | 257,128 | 236,733 |
| Other investments | 70,625 | 12,826 | ||
| 15,899,548 | 15,981,793 | 17,122,726 | 16,911,940 | |
| Financial liabilities | ||||
| Trade accounts payable | 6,853,094 | 6,853,094 | 9,233,969 | 9,233,969 |
| Bank overdraft | 68.735 | 68,735 | ||
| Bank loans | 7,800,000 | 7,800,000 | ||
| Other loans | 4,256,000 | 4,256,000 | 4,390,544 | 4,390,544 |
| Lease liabilities | 14,297 | 12,506 | ||
| Hire purchase liabilities | 5,047,028 | 5,047,028 | 6,659,870 | 6,796,445 |
| 16,156,122 | 16,156,122 | 28, 167, 415 | 28,302,199 | |
| 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 32:
- (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 2004 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.
Elley
JONATHAN ELBERY Director
Perth 30 September 2004

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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 2004, 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 2004. 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.
PRICEWATERHOUSE COPERS ®
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.
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 $\bullet$ 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.
PricevorberhouseCoopers
PricewaterhouseCoopers
June 5-fox
David J Smith Partner
Perth 30 September 2004