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SMART PARKING LIMITED Interim / Quarterly Report 2012

Feb 27, 2012

65850_rns_2012-02-27_de5f20eb-0f83-4123-a7e9-c90b15a2a9d5.pdf

Interim / Quarterly Report

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Manager of Company Announcements ASX Limited Level 8 Exchange Plaza 2 The Esplanade PERTH WA 6000

28 February 2012

Half Yearly Report

The half‐yearly report for the period ended December 31, 2011 for Car Parking Technologies (CPZ or Company) is attached.

TCP Acquisition (UK)

During the relevant period the Company entered into an agreement to acquire 100% of Town & City Parking (UK) Limited. This transaction settled in January, 2012 and the half yearly report does not account for the business of TCP.

TCP Operations Review and Integration

The Company's review of the operations of TCP is well underway and the board and management of the Company are working to integrate the acquisition of TCP as part of its existing business:

  • Upon closing the transaction, the Company appointed Mr Charlie Leaper (formerly Senior Acquisitions Project Manager, Computershare UK) and Mr Derek Marchant (senior chartered accountant) as, respectively, chief operating officer and interim chief financial officer of TCP.
  • The Company's Managing Director, Mr Paul Collins, is to be based in the UK in the coming months. The Group's CFO, Mr Richard Ludbrook spent time with the TCP business in January and will be at TCP's head office again for approximately 6 weeks from early March, 2012.
  • The Company's Chairman, Mr Chris Morris, the head of Audit, Ms Tiffany Fuller, and Ms Penny Maclagan (IT) are visiting the UK in the near term to assist and oversee the business review and integration.
  • From an operational perspective, management is in particular focussing on the rollout of the Company's automated parking surveillance products to certain car parks managed by TCP.

TCP Update

The Company expects to provide an update on the overall integration and performance of TCP prior to June 30, 2012.

The World's Smartest Parking Tools

Head Office 2 Oliver Street PO Box 939 Cambridge 3450 New Zealand Tel: +64 7823 2090 Fax: +64 7823 2094

www.carparkingtechnologies.com

[email protected]

ASX: CPZ

Middle East

Sales of the Company's parking technology products into the middle‐east markets during the half year have been slower than anticipated. Nevertheless, sales have now commenced which represents a significant milestone for the Company and it is expected that this market will grow and be an important market for the business.

Australia/New Zealand

The Company provided an update to ASX on 20 December, 2011 as to recent sites won in the Australia and New Zealand region.

SmartPermit ‐‐ Disability Parking Product

During the relevant period, the Company successfully trialled its sophisticated disability parking product, SmartPermit. This success has resulted in substantial international inquiry from various parking providers. The product is expected to significantly counter the abuse of disability parking bays across retail, local government and industrial parking sites. Radio frequency identification tags fitted to the relevant vehicles interact with the Company's sensor product to allow the car park owner to ensure that the bays are being correctly utilised.

The product also has broad application for various kinds of permit holding motorists including doctors, government officials and resident car park owners, and has generated interest from various employers in this respect.

USA

The Company has received significant interest from both retail and local government out of the west coast of USA, in particular regarding its Smarteye sensor product and Smartep software reporting product. Initial meetings have been positive and the Company shall provide further updates as to the progress of these opportunities.

Intertraffic Innovation Award Nominee

The Company is pleased to report that it has been nominated by Intertraffic for the prestigious 2012 Innovation Award for its Smartguide wireless parking guidance system. Intertraffic is the world's largest and most authoritative parking trade show which is held every 2 years in Amsterdam. Over 20,000 industry participants attend the conference. The Company will be exhibiting at the conference which runs from March 27 – March 30, 2012.

For further information please contact:

Australia New Zealand
Chris Morris, Paul Collins,
Chairman Managing Director
+61 3 8644 4015 +64 7823 2090

Appendix 4D

Half‐year Report 31 December 2011

Car Parking Technologies Limited ABN 45 119 327 169

Results for announcement to the market

Financial Results % change Dec2011$ Dec2010$
Revenue from ordinary activities 1,143,673
Total Revenue 1,253,736 118,592
Profit/(loss) after tax attributable to members (1,781,528) 206,877
Net Profit/(loss) for the period attributable tomembers (1,781,528) 206,877
Dividends
It is not proposed that Car Parking Technologies Limitedpay a dividend.
Net Tangible Asset Backing Dec 2011 Dec 2010
Net tangible asset backing per ordinary security 9.04 cents 13.07 cents

Other explanatory notes

Refer to the Directors Report for an explanation of the operational and financial results of the Company.

The information required by listing rule 4.2A is contained in both this Appendix 4D and the attached Interim Financial Statements. These Interim Financial Statements should be read in conjunction with the most recent Annual Financial Report of the Group.

Car Parking Technologies Limited (formerly Empire Beer Group Limited) and its Controlled Entities

ABN 45 119 327 169

Interim Financial Report

For the half-year ended 31 December 2011

Contents

Directors' Report 1
Auditor's Independence Declaration 2
Independent Review Report 3
Consolidated Statement of Comprehensive Income 5
Consolidated Statement of Financial Position 6
Consolidated Statement of Changes in Equity 7
Consolidated Statement of Cash Flows 8
Notes to the Financial Statements 9
Directors' Declaration 14

These interim financial statements do not include all the notes of the type normally included in the annual financial statements. Accordingly, these financial statements are to be read in conjunction with the annual financial statements for ended 30 June 2011 and any public announcements made by Car Parking Technologies Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

Directors' Report

Your Directors present their report together with the consolidated financial statements for the half-year ended 31 December 2011.

Directors

The names of the Directors in office during the financial year and until the date of this report are as follows. All Directors were in office for the entire period unless otherwise stated:

Mr Christopher Morris Non-Executive Chairman
Mr Paul Collins Managing Director
Mr Roly Rogers 1 Technical Director
Mr Bernie Dickson Non-Executive Director
Ms Penelope Maclagan Non-Executive Director
Ms Tiffany Fuller Non-Executive Director

1Resigned 25 January 2012

Review of Operations

The consolidated entity's operating loss after income tax for the half year ended 31 December 2011 was $1,781,528, compared to a profit for the half year ended 31 December 2010 of $206,877.

On 9 January 2012, Car Parking Technologies Limited completed the acquisition of 100% of Town and City Parking Limited (TCP). The results of the Group for the year ending 30 June 2012 will include the results of TCP from the date of acquisition through till 30 June 2012.

TCP is a UK based company which operates in the car park management business. It operates over 1,000 sites across the UK and in all sectors of the economy and is the UK market leader in retail car park management.

Prior to the acquisition, the Company issued 50,000,000 shares at $0.30 to raise $15m as part of a share placement to fund the acquisition and to fund the roll out of technology in the UK post acquisition.

Auditor's Independence Declaration

The Auditor's Independence Declaration on page 3 forms part of the Director's Report for the half-year ended 31 December 2011.

This report is signed in accordance with a resolution of the Board of Directors.

Christopher Morris Non-Executive Chairman

23 February 2012

Tel: +61 3 8320 2222Fax: +61 3 8320 2200 www.bdo.com.au

The Rialto, 525 Collins StMelbourne VIC 3000 GPO Box 4736 Melbourne VIC 3001 Australia

DECLARATION OF INDEPENDENCE BY NICK BURNE TO THE DIRECTORS OF CAR PARKING TECHNOLOGIES LIMITED

As lead auditor for the review of Car Parking Technologies Limited for the half-year ended 31 December 2011, I declare that, to the best of my knowledge and belief, there have been:

  • no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and
  • no contraventions of any applicable code of professional conduct in relation to the review.

This declaration is in respect of Car Parking Technologies Limited and the entities it controlled during the period.

Nicholas E. Burne Director BDO Audit (NSW-VIC) Pty Ltd Dated this 23rd day of February 2012 Melbourne, Victoria

BDO Audit (NSW-VIC) Pty Ltd ABN 17 114 673 540BDO is the brand name for the BDO International network and for each of the BDO Member Firms.

BDO in Australia is a national association of separate entities (each of which has appointed BDO (Australia) Limited ACN 050 110 275 to represent it inBDO international). Liability of each Australian entity is limited by omissions of financial services licensees.

Page 2

INDEPENDENT AUDITOR'S REVIEW REPORT

To the members of Car Parking Technologies Limited

Report on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report of Car Parking Technologies Limited, which comprises the statement of financial position as at 31 December 2011, and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors' declaration of the consolidated entity comprising the disclosing entity and the entities it controlled at the halfyear's end or from time to time during the half-year.

Directors' Responsibility for the Half-Year Financial Report

The directors of the disclosing entity are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity's financial position as at 31 December 2011 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of Car Parking Technologies Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enguiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

BDO in Australia is a national association of separate entities (each of which has appointed BDO (Australia) Limited ACN 050 110 275 to represent it inBDO international). Liability of each Australian entity is limited by omissions of financial services licensees.

BDO Audit (NSW-VIC) Pty Ltd ABN 17 114 673 540BDO is the brand name for the BDO International network and for each of the BDO Member Firms.

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of Car Parking Technologies Limited, would be in the same terms if given to the directors as at the time of this auditor's report.

Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Car Parking Technologies Limited is not in accordance with the Corporations Act 2001 including:

  • giving a true and fair view of the consolidated entity's financial position as at 31 $(a)$ December 2011 and of its performance for the half-year ended on that date; and
  • complying with Accounting Standard AASB 134 Interim Financial Reporting and $(b)$ Corporations Regulations 2001.

$RDO$

BDO Audit (NSW-VIC) Pty Ltd

Wl

Nicholas E. Burne Director Dated this 23rd day of February 2012 Melbourne, Victoria

Consolidated Statement of Comprehensive Income For the half-year ended 31 December 2011

Notes Half Year
2011 2010
$ $
Revenue from continuing operations 3 1,253,736 118,592
Other income 3 (94,543) 851,944
Raw materials and consumables used (576,685) -
Employee benefits expense (952,614) (38,051)
Depreciation and amortisation expense (562,114) -
Rental and operating lease costs (42,222) -
Share-based payments expense (45,676) -
Finance and interest expense (2,130) (22,313)
Other expenses 4 (750,580) (93,930)
Profit/(Loss) before income tax (1,772,828) 816,242
Income tax expense (8,700) (609,365)
Profit/(Loss) for the half-year from continuing operations (1,781,528) 206,877
Profit for the half-year from discontinued operations - -
Profit/(Loss) for the half-year (1,781,528) 206,877
Other comprehensive income
Exchange differences on translation of foreign operations (220,653) -
Other comprehensive income for the year, net of tax (220,653) -
Total comprehensive income for the half-year (2,002,181) 206,877
Total comprehensive income for the half-year attributable to
the owners of Car Parking Technologies Limited (2,002,181) 206,877
Basicearningspersharefromcontinuingoperationsattributable to the ordinary equity holders of the company.
-basic earnings/(loss) per share ($0.01) $0.00
-diluted earnings/(loss) per share ($0.01) $0.00

The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

Consolidated Statement of Financial Position As at 31 December 2011

Notes
31 December2011 30 June2011
$ $
ASSETS
Current Assets
Cash and cash equivalentsTrade and other receivables 16,644,038 4,235,966876,931
Inventories 710,099995,937 724,708
131,154
Financial assets at fair value through profit or loss 5 205,385
Loans receivable 6 910,609 -
Total Current Assets 19,391,837 6,042,990
Non-current assets
Property, plant and equipment 7 206,237 157,554
Intangible assets 8 16,151,637 16,864,012
Deferred tax assets 260,328 260,328
Total Non-current Assets 16,618,202 17,281,894
TOTAL ASSETS 36,010,039 23,324,884
LIABILITIES
Current Liabilities
Trade and other payables 553,226 437,116
Income tax payable 457,977 550,257
Deferred revenue 74,759 98,256
Provisions 146,722 90,758
Total Current Liabilities 1,232,684 1,176,387
TOTAL LIABILITIES 1,232,684 1,176,387
NET ASSETS 34,777,355 22,148,497
EQUITY
Contributed equity 45,557,829 30,972,466
Accumulated losses (11,588,374) (9,806,846)
Reserves 807,900 982,877
TOTAL EQUITY 34,777,355 22,148,497

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

Consolidated Statement of Changes in Equity For the half-year ended 31 December 2011

Contributedequity Reserves Retainedearnings Total
$ $ $ $
Balance at 1 July 2011 30,972,466 982,877 (9,806,846) 22,148,497
Total comprehensive income for thehalf-year
Profit or loss for the half-yearOther comprehensive income for the - - (1,781,528) (1,781,528)
half-year - (220,653) - (220,653)
Total comprehensive income for thehalf-year - (220,653) (1,781,528) (2,002,181)
Transactions with owners, recordeddirectly in equityContributions by owners
Contributionsofequitynetoftransaction costs 9 14,585,363 - - 14,585,363
Share-based payment transactions - 45,676 - 45,676
Total transactions with owners 14,585,363 45,676 - 14,631,039
Balance at 31 December 2011 45,557,829 807,900 (11,588,374) 34,777,355
Contributed Retained
equity Reserves earnings Total
Balance at 1 July 2010 $14,232,890 $1,392,611 $(9,622,509) $6,002,992
Total comprehensive income for thehalf-year
Profit or loss for the half-year - - 206,877 206,877
Total comprehensive income for thehalf-year - - 206,877 206,877
Transactions with owners, recordeddirectly in equityContributions by ownersDeferred tax recognised directly in
equity 286,201 - - 286,201
Contributionsofequitynetoftransaction costs - - - -
Share-based payment transactions - - - -
Total transactions with owners 286,201 - - 286,201
Balance at 31 December 2010 14,519,091 1,392,611 (9,415,632) 6,496,070

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

Consolidated Statement of Cash Flows For the half-year ended 31 December 2011

NotesHalf Year
2011 2010
$ $
Cash flows from operating activities
Cash receipts in the course of operations (inclusive of GST) 1,456,135 -
Cash payments in the course of operations (inclusive of GST) (2,703,614) (147,988)
Interest and other finance costs paid - (22,313)
Interest received 110,063 118,592
Income taxes paid (97,689) -
Net cash flows inflow/(outflow) from operating activities (1,235,105) (51,709)
Cash flows from investing activities
Payments for financial assets at fair value through profit orloss - (657,499)
Proceeds from disposal of financial assets through profit orloss - 2,281,469
Loans to other entities 6 (910,609) (500,000)
Bonds purchased - (367,625)
Purchase of plant and equipment (57,355) -
Net cash flows inflow/(outflow) from investing activities (967,964) 756,345
Cash flows from financing activities
Proceeds received for exercise of options which shares notyet issued - 25,000
Proceeds from share issue 15,000,000 -
Share issue costs (414,637) -
Net cash flows inflow/(outflow) from financing activities 14,585,363 25,000
Net increase in cash and cash equivalents 12,382,294 729,636
Cash and cash equivalents at beginning of the half-year 4,235,966 4,392,206
Effectsofexchangeratechangesoncashandcash
equivalents 25,778 -
Cash and cash equivalents at end of the half-year 16,644,038 5,121,842

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

Notes to the Financial Statements

Note 1 – Basis of preparation

The half-year financial statements are general purpose financial statements prepared in accordance with the requirements of the Corporations Act 2001 and Accounting Standards AASB 134: "Interim Financial Reporting".

These financial statements are to be read in conjunction with the annual financial statements for the year ended 30 June 2011 and any publications made by Car Parking Technologies Limited during the half-year in accordance with continuous disclosure requirements arising under the Corporations Act 2001. The half-year financial statements do not include full disclosures of the type normally included in annual financial statements. The accounting policies adopted are consistent with those of the previous financial year except where otherwise disclosed.

Note 2 – Segment information

a) Description of segments

The Board has focused on monitoring revenue opportunities and revenue growth, and cashflow metrics on a Group wide basis. While the Board monitors revenue from a customer, product and a geographical perspective these do not meet the definition of operating segments as there is no discrete financial information available. Revenue by product includes reporting on sales of hardware and software including installation, and recurring revenue. From a geographical perspective revenue is reported from New Zealand, Australia, UK and other, as revenues grow additional countries or regions will be reported. The Board expects to have reportable operating segments in the future.

b) Segment information provided to the board

Consolidated $ $
2011 2010
New Zealand 206,498 -
Australia 469,563 -
United Kingdom 206,833 -
Other 260,779 -
Revenue from sales of goods and 1,143,673 -
services

Revenue – Half Year

Note 3 – Revenue and other income

Half Year
2011 2010
$ $
(a) From continuing operations
Revenue
Revenue from sale of goods and services 1,143,673 -
Interest revenue 110,063 118,592
Total revenue from continuing operations 1,253,736 118,592
(b) Other income
Realised gains on financial assets through profit or
loss - 1,061,218
Unrealised losses on financial assets through profit
or loss (74,231) (209,274)
Foreign exchange gains (net) (20,312) -
Total other income (94,543) 851,944

Note 4 – Other expenses

Loss before income tax includes the following specific expenses:

Consolidated
2011 2010
$ $
Other expenses:
- Audit fees (39,105) (4,907)
- Town and City Parking Limited acquisition (174,243) -
costs
- Support and development (109,841) -
- Travel and accommodation (101,913) -
- Telephone and communications (39,149) -

Note 5 – Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are all held for trading and include the following:

31 December 30 June2011
2011
$ $
Current
Australian listed securities 131,154 205,385
131,154 205,385

Changes in fair values of financial assets at fair value through profit or loss are recorded in other income or other expense in profit or loss before income tax.

Note 6 – Loans receivable

During the period, the company provided a new short term loan to the amount of $910,609. The loan bears interest at 10% per annum and is repayable within 6 months. The loan was made available to Town and City Parking Limited for general working capital purposes.

A Director, Mr Dickson, was the Managing Director and sole shareholder of Town and City Parking Limited (TCP). TCP has purchased hardware and software from Car Parking Technologies Limited during the year on normal commercial terms and conditions under a Business Agreement. The Business Agreement was in place prior to Mr Dickson's appointment.

Car Parking Technologies Limited completed the acquisition of Town and City Parking Limited on 9 January 2012 – refer Note 10.

Note 7 - Property, plant and equipment (non-current)

MotorVehicles OfficeEquipment Plant andEquipment LeaseholdImprovements Total
Consolidated $ $ $ $ $
Year ended 30 June 2011
At 30 June 2011
Cost 116,597 38,876 184,643 12,502 352,618
Accumulated depreciation &impairment (54,676) (13,343) (126,616) (429) (195,064)
Net book amount 61,921 25,533 58,027 12,073 157,554
Half-year ended 31 December2011
Opening net book amount 61,921 25,533 58,027 12,073 157,554
Additions 1,337 21,571 61,306 5,545 89,759
Disposals - - - - -
Depreciation charge for theyear (9,561) (8,514) (17,750) (1,233) (37,058)
Foreign exchange translation (859) (763) (2,080) (316) (4,018)
Closing net book amount 52,838 37,827 99,503 16,069 206,237
At 31 December 2011
Cost 115,897 59,242 241,252 17,694 434,085
Accumulated depreciation &impairment (63,059) (21,415) (141,749) (1,625) (227,848)
Net book amount 52,838 37,827 99,503 16,069 206,237

Note 8 - Intangible assets (non-current)

Developed
Software Technology Goodwill Total
$ $ $ $
At 1 July 2011
Cost 489,985 5,621,500 11,151,038 17,262,523
Accumulated amortisation and impairment (97,360) (301,151) - (398,511)
Net book amount 392,625 5,320,349 11,151,038 16,864,012
Half-year ended 31 December 2011
Opening net book amount 392,625 5,320,349 11,151,038 16,864,012
Additions 4,655 - - 4,655
Disposals - - - -
Exchange differences (361) - (191,613) (191,974)
Amortisation charge (123,519) (401,537) - (525,056)
Closing net book amount 273,400 4,918,812 10,959,425 16,151,637
At 31 December 2011
Cost 494,086 5,621,500 10,959,425 17,075,011
Accumulated amortisation and impairment (220,686) (702,688) - (923,374)
Net book amount 273,400 4,918,812 10,959,425 16,151,637

Note 9 – Equity securities issued during the half year

Half Year Half Year
2011 2010 2011 2010
Shares Shares $ $
Issues of ordinary shares during the halfyearIssue of shares 45,758,322 - 13,727,497 -
Less: Transaction costs arising on shareissueIssue of shares to Directors -4,241,678 -- (414,637)1,272,503 --
Issue of shares to Related parties - - - -
50,000,000 - 14,585,363 -

Note 10 – Dividends

No dividends were paid or declared during the period.

Note 11 – Events subsequent to Reporting Date

On 9 January 2012 Car Parking Technologies Limited acquired all of the issued share capital in Town and City Parking Limited, a company that operates in the car park management business. The consideration is a combination of cash and shares in Car Parking Technologies Limited and includes an initial payment of £1,981,352 and two earn outs over the next 15 months of up to £6,884,813 with the maximum consideration payable of £8,866,165.

Due to the recent acquisition date, Car Parking Technologies Limited is not yet in a position to determine the fair value of net identifiable assets of the company at the date of acquisition or to reliably estimate the purchased amount of goodwill.

The financial effects of the above transaction have not been brought to account at 31 December 2011. The operating results and assets and liabilities of the company will be brought to account from 9 January 2012 (acquisition date).

Note 12 – Contingent Liabilities

There have been no changes in contingent liabilities since the last annual reporting period date, 30 June 2011.

Directors' Declaration

In the directors' opinion:

(a) the financial statements and notes set out on pages 5 to 13 are in accordance with the Corporations Act 2001, including:

(i) complying with Australian Accounting Standard: AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 and other mandatory professional requirements; and

(ii) giving a true and fair view of the consolidated entity's financial position as at 31 December 2011 and of its performance for the half- year ended on that date; and

(b) there are reasonable grounds to believe that Car Parking Technologies Limited will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the directors and is signed for and on behalf of the directors by:

Mr Christopher Morris Non-Executive Chairman

23 February 2012