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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.

  1. 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

PricewaterhouseCoopers ABN 52 780 433 757

$\overline{O}V1$ 250 St Georges Terrace PERTH WA 6000 GPO Box D198 PERTH WA 6840 DX 77 Perth Australia www.nwc.com/au Telephone +61 8 9238 3000 Facsimile +61 8 9238 3999

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