PTB GROUP LIMITED
ABN 99 098 390 991
ANNUAL REPORT
30 June 2012
Corporate Directory and Information
Directors
Harvey Parker, Chairman
Craig Baker, Managing Director and CEO
Steve Ferris, Executive Director
Andrew Kemp, Non-executive Director
Company Secretary
Pierre Kapel
Registered Office and Principal
Administrative Office
22 Orient Avenue
Pinkenba QLD 4008
Mailing Address
PO Box 90
Pinkenba QLD 4008
Telephone: +61 7 3637 7000
Facsimile: +61 7 3260 1180
Share Register
Link Market Services
Level 15, 324 Queen Street
BRISBANE QLD 4000
Telephone: +61 7 3320 2212
Facsimile: +61 7 3228 4999
Bankers
Commonwealth Bank
Level 2, 633 Pittwater Road
DEE WHY NSW 2099
Solicitors
McCullough Robertson Lawyers
Level 12, Central Plaza Two
66 Eagle Street
BRISBANE QLD 4000
Auditor
Crowe Horwath Brisbane
Level 16
120 Edward St
Brisbane QLD 4000
Stock Exchange Listing
The Company is listed on the
Australian Securities Exchange
Internet address
www.pacificturbine.com.au
ANNUAL REPORT
30 June 2012
Annual Report
for the year ended 30 June 2012
Table of Contents
Corporate Directory and Information
Cover
Chairman and Managing Director’s Review
Directors’ Report
Auditor’s Independence Declaration
Corporate Governance Statement
Financial Statements and Notes
Directors’ Declaration
Independent Auditor’s Report
Shareholder Information
Company Statistics
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20
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27
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This financial report covers PTB Group Limited, a consolidated entity consisting of PTB Group Limited and its
controlled entities. The financial report is presented in the Australian currency.
PTB Group Limited is a public company limited by shares, incorporated and domiciled in Australia.
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Chairman and Managing Director’s Review
for the year ended 30 June 2012
1.
Results
Net profit after tax for the Group was $1.375 million
in 2012 compared to $0.657 million in 2011. Basic
earnings per share were 4.27 cents (2.04 cents in
2011). The above result was achieved after incurring a
total loss in Emerald of $0.473 million on the close out
of a Bangladesh-based long term HP debtor comprised
of $0.287 bad debt write-off and the crystalisation
of $0.186 million in foreign exchange (‘FX’) loss. Net
unrealised foreign exchange movement was $0.688 gain
($2.274 million loss in 2011). An analysis of operational
earnings is set out below; this identifies the operational
progress made during the year.
2.
The 2011 Year in Review
The 2012 result represented a return on average
in 2011).
shareholders’ funds of 3.13% (1.53%
Adjusting for the unrealised gain on foreign exchange
(tax effected) the return reduces to 2.04% on average
shareholders’ funds. No dividend will be paid for the June
2012 year (2011: nil). The emphasis on debt reduction
means that it is highly unlikely that a dividend will be paid
in the 2013 year.
A summary of the divisional contributions for the year is as follows:
Division
PTB Business
IAP Business
Emerald Assets
Emerald : Currency - realised
Emerald : Currency - unrealised
Emerald : Interest
Corporate Overheads
Sale of Aeropelican
Emerald : Refinancing (loan forgiveness)
Emerald: Loan Refinancing from USD to AUD Currency -
realised
Bad and doubtful debts
Profit before Tax
The above table shows the operational progress made
during the year, in particular in the PTB Business.
Significant progress was also made in refocusing the IAP
Business, outlined below. This was a very encouraging
operational result in an extremely challenging business
environment. A discussion on the trading of each
division of the business is set out in Section 4.
The result has been achieved while managing an
aggressive loan repayment program and a strengthening
of the AUD against the USD. The prior year average USD
exchange rate was 0.99 with the average rate for 2012
being 1.03, a strengthening in the exchange rate of 4%.
The Group continues to make substantial progress
in working through the issues created by the Global
Financial Crisis (GFC) and continuing appreciation of the
Australian dollar in what is basically a US dollar-based
trading business. The continued strengthening of the
Australian dollar in 2012 requires the Group to achieve
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2012
$’000
3,431
(248)
987
(500)
841
(946)
(1,510)
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-
2011
$’000
2,919
2,128
1,227
(232)
(2,438)
(1,256)
(1,433)
-
-
-
2010
$’000
1,594
598
628
316
(581)
(2,212)
(1,344)
-
3,633
2009
$’000
3,228
2,178
2,630
(164)
(520)
(3,004)
(1,583)
652
-
-
(2,463)
(282)
1,773
120
1,035
(395)
2,237
(621)
333
an increase in USD margin by 4% to deliver the same
level of margin as in the prior year.
To meet these challenges the Group implemented a
number of strategies in 2011 which continue to be the
businesses focus. These include:
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on
asset
financing
utilisation
repayment of
the
facilities and
conversion of AUD 8.4 million to USD debt to
better match with USD receivables;
a focus on core competencies in all businesses;
concentration
deployment;
process development, expanding engine care and
maintenance contracts, building the skill base in
the engine workshop and expanding the parts
sales business; and
expansion of the Pratt & Whitney PT6A engine
shop’s capability to be able to provide full in-
house engine repair and overhaul service.
and
Chairman and Managing Director’s Review
for the year ended 30 June 2012 (Continued)
A potentially significant one-off trading opportunity
for IAP is the three Fokker F100 aircraft owned by the
Group. Two F100’s are in South Africa and one is in
Europe.
PTB Brisbane
PTB continues to focus on PT6 and 331 engine support
for its current customers and travels the world looking
to develop new customers and new contract customers.
The parts sales business is also focused on airframe
support for PTB Brisbane contract and relationship
customers. This business unit’s potential customer
tends to be located in difficult and challenging areas
of the world where PTB’s skill in providing a complete
engine support package is of benefit to the operator.
Focus on asset utilisation and deployment
IAP continue to have
The Emerald business and
underutilised aviation assets. The Group’s cash
constraints have made it difficult to pursue opportunities.
In addition, financial covenants restrict the proportion
of assets that can be located outside Australia and New
Zealand and hinder overseas lease deployment for these
assets.
The Emerald assets being a small door ATP freighter,
one ATP passenger and two HS748 aircraft are in the
UK under care and maintenance programs. An ATP and
HS748 are mothballed in the UK. Before the GFC these
aircraft were leased or about to commence leases in
Europe and the UK. This region has not recovered with
little prospect these aircraft will be utilised in Europe or
the UK.
We continue to investigate opportunities for these
aircraft but the significant cash requirement to relocate
and make ready for possible use has hampered this
endeavor.
Steve Ferris a director and one of our major shareholders
is now the owner of Skyforce Aviation Pty Limited
which has a heavy AOC and operates two freight
aircraft. Skyforce is active in pursuing opportunities
for the Emerald assets in Australia and the region.
Skyforce has the ability to offer the aircraft on an ACMI
(aircraft, crewed, maintained and insured) basis. These
opportunities would be greatly enhanced if the asset
was in Australia and on the Skyforce AOC an initiative
which is expected to be achieved when a transaction
which meets our business requirements is identified.
Restructure and repayment of financing
facilities
The Group has paid down $3.5 million of debt in the
2012 financial year (2011: $4.5 million). The Group will
continue to pay down debt to reduce its exposure.
The Emerald aircraft loan term was extended by three
years effective from 1 November 2011. This has meant
with the reduced principal repayment the PTB Business
now has the ability to review possible initiatives and
trading opportunities to strengthen its offerings in an
extremely competitive environment.
The Group has USD 13.2 million of HP receivables with
USD 10 million of borrowings. The CBA converted
$8.4 million of AUD loans into USD denominated debt
in November 2011 thus increasing the natural hedge
between Receivables and Payables in USD. This will
reduce the level of charges/credits to profit and loss in
the future.
A focus on core competencies
IAP Business
The shift back to core trading activities is expected to
reduce the reliance on one-off trading opportunities.
The traditional IAP parts business covered a wide
range of inventory and product lines. This range meant
minimal focus and expertise was required to sell and
meet customer requirements. With the internet and the
GFC the market has changed, with older aircraft being
parked and aircraft operators becoming very price and
condition focused.
This change in IAP’s market along with the strengthening
in USD/AUD exchange rate by 4% significantly reduced
IAP’s margins for 2012.
The IAP sales team is now focusing on a limited number
of product lines including a modern product line in which
it has product knowledge and established customers.
Two Fokker F100 aircraft have been broken down for
parts and will provide a modern product line for the
parts business. The remaining product lines are demand
driven and will sell down slowly over time.
Over the year IAP has been building its F100 product
and customer knowledge and expects the focus on this
combined with the Dart, Spey, Tay engines and F27, ATP
and HS748 aircraft to be the platform to build parts
sales margins. The remaining product lines will continue
to contribute to sales. One-off trading opportunities
will continue to be an important part of the business.
However, a significant portion of expected future sales
margins will be from repeat business.
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Chairman and Managing Director’s Review
for the year ended 30 June 2012 (Continued)
Process development, expanding engine care
and maintenance contracts, building the skill
base in the engine workshop and expanding
the parts sales business
capacity by subcontracting lower profit opportunity
work.
D.
Expanding the Parts Sales business
A. Process development
A major impediment to engine workshop growth is the
availability of staff with the right skills and attitude to
mesh with the entrepreneurial nature of the business.
To this end the PTB Business continues its focus on
developing smarter processes and making continuous
improvements to ensure production employees are
maximising the time they spend utilising their skills.
The parts sales business team continues to build and
generate increased margins as it continues to focus on
PT6 and TPE331 parts support and airframe support
for its extensive and growing network of contract and
relationship customers.
To build this team the business has had to overcome
the lack of skilled aviation parts sales staff. A formal
program for senior sales staff to mentor and train young,
computer literate new entrants has provided potential
candidates for the sales team.
The actual volume growth at PTB has been significant
and this has been achieved with the addition of a limited
number of production staff and support staff as a result
of the focus on process improvement.
E.
Expansion of the Pratt & Whitney PT6A
engine shop’s capability to be able to
provide full in-house engine repair and
overhaul service
B. Expanding engine care and
maintenance program
PTB’s engine care and maintenance contracts are an
important part of its business. In a very competitive
environment this provides a strong base and profit
opportunity for PTB’s workshop and parts business.
The contracts vary from one year to five years. History
shows that operators tend to renew as PTB provides a
seamless engine management service. PTB has renewed
and added contracts during the year and to date the only
contract not renewed has been where the operator’s
replacement aircraft utilised an engine type which PTB
does not support.
We continue to have a number of contracts out with
operators for discussion and expect to finalise and
implement additional contracts in the 2013 financial
year.
C. Build the skill base in PTB’s
engine Workshop
PTB Brisbane’s engine workshop contributes around
54% of its margin. The workshop is the key to extracting
value from parts and is a major factor in the success of
engine maintenance contracts.
The apprentice program is providing a very valuable
resource to meet the challenge caused by a lack of
suitable turbine engineers who fit the Company’s
workplace ethos.
The Business’s focus is to have a small highly skilled
workshop to extract the maximum profit opportunities
from the work generated from contracts and augment
The ability to maximise profit opportunities from
the work generated by PTB Brisbane’s PT6A engine
maintenance contracts has been limited by its ability
to undertake a complete overhaul of the PT6A engine.
During the 2012 year the required tooling was
purchased and training completed to enable the repair
and overhaul of the compressor section of the engine.
In addition, management has negotiated an arrangement
with a USA engine shop to test the compressor or
complete engine. Operationally sending the engines to
the USA for testing is not ideal but it enables the Group
to start building an important part of its expected future
growth. We will delay the $2 million investment in a test
cell until the engine test volumes justify this investment.
3. Activities covered under PTB Group’s
Aviation Asset Management Operations
■■
■■
■■
PTB: TPE331 together with PT6A turbine
engine repair and overhaul in the repair facility in
Brisbane; trading in spare parts for engines and
aircraft parts primarily for contract customers.
IAP: Spare parts supply and the continued
acquisition of aircraft and redundant spares as
well as trading in aircraft. All aircraft are acquired
at a price underwritten by their parts value with
a view to resell or reduce to parts; and
Financing and Rentals: Purchase of engines and
aircraft for lease, rental or hire purchase and
sale of engines and aircraft from the aircraft and
engine pool.
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Chairman and Managing Director’s Review
for the year ended 30 June 2012 (Continued)
4.
Commentary on Operations during the Year
A summary of the results for the year is as follows:
PTB Group
IAP
Head Office OH
Aeropelican Sale
Bad Debts
Actual
2012
$000
Budget
2012
$000
Actual
2011
$000
Actual
2010
$000
Actual
2009
$000
3,431
(248)
2,942
1,872
2,919
2,128
1,594
598
3,228
2,178
(1,510)
(1,582)
(1,433)
(1,344)
(1,583)
-
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-
-
652
120
(395)
(621)
Total Australian Group
1,678
3,232
3,734
453
3,854
Emerald
Bad Debts
Realised FX on HP Bad Debt
Emerald FX (Unrealised)
Emerald Refinancing
Total Emerald
(273)
(287)
(186)
841
-
95
(839)
(29)
(1,584)
(374)
-
-
-
-
-
-
-
-
-
-
(2,670)
(265)
(684)
-
3,633
(2,463)
(839)
(2,699)
1,784 (3,521)
Profit before Tax
1,773
2,393
1,035
2,237
333
Add Back
Financing Costs
Depreciation
EBITDA
Share Price 30 June
EPS
NTA backing per share
2,208
2,070
6,051
2,202
2,318
6,913
2,769
1,491
3,727
1,929
4,569
1,442
5,295
7,893
6,344
Cents
23
4.27
138
Cents
Cents
Cents
25
2.04
121
17
5.52
119
12
0.40
129
Average AUS/USD exchange rate
$1.03
$1.05
$0.99
$0.88
$0.75
AUD/USD exchange rate
The continued strengthening of the Australian dollar against the US dollar has a major impact on Group performance
as it reduces the AUD profit. The rebalancing of the Group’s loan book in November 2011 with a swap of $8.4 million
into USD denominated loans has had a significant impact on increasing the Groups natural hedge and reducing the
size of the unrealised foreign currency movement on operating profit.
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Chairman and Managing Director’s Review
for the year ended 30 June 2012 (Continued)
PTB Business Performance
The PTB Brisbane Business generated a profit before
tax of $3.431 million. This result is ahead of budget by
$0.489 million or 16.6% in AUD denominated profit or
approximately 20 % in USD terms. This is a very good
result in a challenging environment.
Engine rental income has stabilised and we expect this to
increase slowly as working capital allows us to overhaul
or add engines to the rental pool.
Engine sales margins have remained well down
compared with previous years. The emphasis on engine
management contracts means less opportunity exists
for engine sales margins as often the contract has a fixed
fee for engine purchases. We have negotiated extended
credit terms with major engine suppliers, and expect this
will provide an additional selling tool for engine sales.
The workshop margin has increased by 5.6% compared to
the prior year’s result. The ability to undertake complete
repairs and overhauls on the PT6A engine is expected
to generate additional workshop margins in the second
half of the 2013 financial year. The workshop continues
to develop its processes and skills to meet an expected
increase in business.
Part sales performed well with the Business’s margin
increasing by 36.6% relative to the prior year. The parts
business continues to train sales staff and management
expects parts sales margin to increase for 2013. The
engine management contracts provide a base load of
work for both the workshop and parts sales.
The initiatives to continue growing and strengthening
the business are as follows:
■■
PT6A engine repairs: The business currently
subcontracts the major overhaul and PT6A repair
work generated by the engine management
contracts to shops in the USA. At the financial
year end the workshop have completed and
successfully tested, in the USA, the first two PT6A
compressor repairs. This section of the workshop
business has significant growth potential which
will be unlocked as we hire and/or train skilled
turbine engine engineers.
■■
■■
■■
■■
Engine finance: We have recently completed
negotiations with a USA engine supplier to
provide term finance on engines purchase from
them. This access to funding will increase as
the funder gains confidence in our model. This
engine finance option will assist growth in engine
sales margins.Part sales model: We continue to
develop the parts sales model which is based on
training new entrant sales staff with the ability
to support contract and relationship customers
thus freeing the senior sales staff to develop new
markets.
EASA Approval: PTB continues to work towards
(European Aviation Safety
obtaining EASA
Agency) approval. This requires developing
processes and systems to meet the stringent
European regulations. We expect to have met
all requirements and pass the EASA audit in the
2013 financial year. Every country has its own
civil aviation regulator which provides approvals
for work carried out on the aircraft operating in
its country. However for parts or work originating
outside the country, often the country will
require the parts or repair or service to come
from an EASA or the USA’s FAA (Federal Aviation
Administration) approved facility. Management
expects an EASA approval to lead to an increase
in our market for PT6A and TPE331 parts and
engines.
As the PTB
Engine Partout opportunities:
Business increases its working capital capability
again we expect to take advantage of additional
engine part out opportunities. With the PT6
engine repair, parts sales model and EASA
approval initiatives, the part outs will produce
additional sales opportunities driving future
increases in margin for the Group
Engine Test Cell: The test cell continues as an
initiative but will remain on hold until the PT6A
throughput justifies the $2 million investment or
we are unable to continue engine testing in the
USA.
Future margin growth opportunities for the PTB Business
are very encouraging.
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Chairman and Managing Director’s Review
for the year ended 30 June 2012 (Continued)
IAP Business performance
Emerald Assets
The IAP business was behind budget by $2.1 million,
mainly as a result of shortfalls in one-off projects.
A number of potential one-off project opportunities
arose during the year but were unable to be concluded.
The assets to support these special projects continue to
be available.
The IAP traditional parts business continues to be
challenged with reduced enquiries from its traditional
clients and the exchange rate effect on its margins
which are further eroded by the inventory effect. This
has meant one-off trading activities and special projects
increasingly underwritten
have, over recent years,
profits.
IAP has recognised the change in its traditional business
and over the 2012 financial year a number of changes
have been implemented as working capital allowed:
■■
■■
■■
The business has reduced its Sydney warehouse
space to the Warriewood and Bankstown
facilities;
A number of staff have resigned or been made
redundant. A professional operations/finance
manager has been appointed; and
The restructure established clear
lines of
responsibility which will enable IAP staff to
focus on IAP’s core competencies and free Steve
Ferris to focus on one-off sales and trading
opportunities.
IAP with
its revised structure has the ability to
review processes to ensure staff can manage future
development. The underlying focus continues to be
based on turning inventory into cash and special projects
will continue as part of the business as funding allows.
The leased aircraft in the IAP portfolio are a valuable
contributor to margin and cash flow. The lessee’s
become part sales customers for IAP and engine repair
and overhaul work for Brisbane. IAP has a Metro 23 and
a J32 that will be returned from lease overseas. The
Group has lease customers for both aircraft once they
are back in the country and ready to go to work. IAP has
an additional J32 available for refurbishment but does
not plan to invest cash in the refurbishment until it has
a customer.
With the new structure and focus, IAP is expected to
substantially increase its contribution to the Group with
only minimal reliance on special projects.
Access to working capital is important for the future
growth of the core IAP business. The working capital is
required for a new modern aircraft parts product line
and aircraft part out opportunities to replenish the core
products.
The Emerald 2012 result (excluding realised and
unrealised currency movements) was a loss of $273,000
(2011: $29,000 loss).
The major variances were a loss on sale of $473,000 on
the close out of the HP Lease of an HS748 in Bangladesh,
an increase in depreciation of $337,000 and a reduction
in interest of $311,000.
The Emerald Assets business continues in a holding
mode. The cash receipts from billings are sufficient to
meet a reasonably aggressive loan repayment program
and its expenses, without drawing on working capital
from IAP or the PTB Business. Emerald Asset’s expenses
are insurance, airport charges and care and maintenance
charges incurred while the aircraft are not working.
There have been approaches in 2012 to lease various
Emerald aircraft but often the customer does not have
adequate financial backing to enable the proposed
transaction to meet our requirements.
The focus is to get the aircraft working but the working
capital investment required for each aircraft means this
will only happen on a case by case basis as working
capital becomes available in Emerald or the project
meets our cash or investment return requirements.
It is unlikely a sale or lease opportunity will present
in the current economic climate. The
in Europe
opportunities are likely to be in Africa, Australia and PNG.
The Skyforce option previously mentioned does allow
the aircraft to be offered on an ACMI (aircraft, crewed,
maintained and insured) basis which is a very attractive
option we have not been able to offer in the past. Over
time these aircraft will be out working or sold.
Corporate Overheads
The Group’s corporate overheads were $1.5 million
(2011: $1.4 million) which is $0.1 million or 4.6% below
budget. Employment costs represent 61% (2011: 66%)
of overheads with 2012 expenditure of $0.9 million
compared to $0.9 million for 2011.
Bad and Doubtful Debts
The Group has had a very good year with no operating
debtors being written off. Emerald wrote off $0.3
million associated with the early settlement of the Long
Term HP lease in Bangladesh, which was part of the
settlement arrangement on payout of this lease by the
lessee.
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8
Chairman and Managing Director’s Review
for the year ended 30 June 2012 (Continued)
5. Debt and Equity Finance
7.
Cashflows
The Group’s sound performance for 2012 is reflected in
the excellent cashflow result. Operating cashflow was
$5.4 million (2011: $2.1 million) which is $3.3 million
higher than the previous year.
Capital expenditure is $2.6 million (2011: $0.4 million),
of which $2.2 million is capitalised maintenance on
operating aircraft with the balance mainly being
expenditure on rental engine purchases and the
expansion of Brisbane’s workshop facilities. These
investments are expected to generate strong returns in
2013 and beyond.
The Group reduced debt by $3.5 million (2011: $4.5
million).
8. Management
The Group continues to build on developing or recruiting
staff with management skills to maintain and build
growth without losing its entrepreneurial flair.
The Group has the staff to continue to build the
processes and systems to allow front line sales staff and
skilled turbine engineers to focus on their respective
roles and not be involved with unproductive processes.
CBA Facility Review
The Group has met all its loan repayment commitments.
As announced to the market, the CBA in November
2011 converted $8.4 million of AUD denominated debt
into USD denominated and significantly reduced the loan
repayments on the Emerald loan facility (now a USD
loan) reducing loan repayments by approximately $2.1
million per annum.
Equity and Note Finance
At this stage there is no plan to raise additional capital.
However, the Group is continually reviewing the option
of using Notes or some sort of quasi equity finance to
fund aircraft and engine assets located outside Australia.
6.
Statement of Financial Position and Net
Assets
The net asset position has increase from $43.2 million
to $44.6 million as at 30 June 2012 reflecting the after
tax profit for the year.
Included in net assets are:
■■
■■
■■
Emerald assets: These are predominantly aircraft
assets of $13.6 million (2011: $15.4 million)
and extended credit receivables of $13.1 million
(2011: $10.1 million), being hire purchase
arrangements for aircraft.
IAP Assets: Land and Buildings $6.8 million
(2011: $6.9 million), Aircraft fixed assets $7.4
million (2011: $7.3 million), other fixed assets
$0.3 million (2011: $0.4 million), Aircraft
inventory $2.6 million (2011: $2.3 million) and
spare parts inventory of $9 million (2011: $11.2
million).
PTB Assets: Comprise plant & equipment,
engines and spare parts inventory of $10.6
million (2011: $11.1 million).
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Chairman and Managing Director’s Review
for the year ended 30 June 2012 (Continued)
9.
PTB Group’s Outlook
PTB Group Limited
Harvey Parker
Chairman
Craig Baker
Managing Director
Progress has been slow but steady as we have worked
through the cash and operational constraints created by
the events of the last four years. The Group is confident
the steady progress will continue and the focus is now
on building a strong foundation for improved operational
performance and profitability.
The AUD to USD currency appreciation has meant the
business has had to increase physical output significantly
to achieve even small increases in business. Further
significant appreciation could slow future profitability
increases.
For the next 12 months we will be concentrating on:
■■ Managing cash flow to pay down debt and build
working capital in each business;
■■
■■
■■
Building IAP parts sales business to reduce
reliance on one-off trading;
Continuing to build PTB’s parts sales model;
Building the PT6 repair and overhaul capability;
■■ Deploying underutilised aircraft through sale or
lease (as working capital allows) ;
■■
Continuing to travel the globe to unearth possible
in the Group’s core
purchase opportunities
product lines;
■■ Developing new (or renewing) engine care and
maintenance contracts;
■■
■■
Continuing the focus on turning inventory into
cash;
Realising cash and profit from the Fokker F100
special project; and
■■ Obtaining EASA approval to increase potential
markets for PT6A and TPE331 engines and
engine parts.
All the above are components which will contribute to
our steady progress in continuing to build profitability in
the face of global economic challenges.
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10
Directors’ Report
for the year ended 30 June 2012
Your Directors present the financial report of PTB Group
Limited and its controlled entities (“the Group”) for the
year ended 30 June 2012.
■■
The provision of finance for PT6A and TPE331
turbine engines for customers.
Directors
The following persons were Directors in office at any
time during or since the end of the year:
Name
H Parker
CL Baker
RS Ferris
Position
Director (non-executive), Chairman
Managing Director (Group)
Managing Director (IAP Division)
APS Kemp
Director (non-executive)
Principal Activities
The principal activities of the Group during the financial
year were the provision of the following services in
relation to aviation assets:
■■
■■
■■
■■
A specialist Pratt & Whitney PT6A and Honeywell
TPE331 turbine engine repair and overhaul
business based at Brisbane, Australia;
Trading operations in Australia and internationally
in aircraft airframes, turbine engines, and related
parts;
The provision of finance for aircraft and turbine
engines sold to customers; and
The lease, rental, or hire of aircraft and turbine
engines to customers from the Group’s aviation
assets pool.
There have been no significant changes in the nature of
these activities during the year not otherwise disclosed
in this report.
Review of Operations
Background
PTB Group Limited (“PTB”) was established in 2001,
when it was incorporated to acquire the Brisbane assets
of Pacific Turbine Pty Ltd ACN: 079 166 653. It focused
on providing services in relation to the Pratt & Whitney
PT6A and Honeywell TPE331 light turbine engines.
The Company performed:
■■
■■
Specialist turbine engine repair and overhaul
based at Brisbane, Australia;
Trading operations in Australia and internationally
in aircraft turbine engines and related parts; and
The Company listed on the Stock Exchange of Newcastle
Ltd (NSX) in March 2005. In September 2006 it acquired
IAP Group for $13.8 million. IAP Group is a Sydney based
niche aviation asset management company providing
aircraft inventory support, encompassing:
■■
■■
Global supply of aviation parts; and
Global aircraft and engine financing and sales.
Its business operations are highly complementary to PTB
Group’s business. Steve Ferris, the founder of IAP Group,
took approximately 80 per cent of the consideration as
PTB Group shares and now holds approximately 22 per
cent of the expanded Group.
In October 2006 the Company announced it had
acquired the aircraft and associated parts of the UK
companies Emerald Airways Ltd and Emerald Airways
Engineering Ltd for approximately $16.25 million.
In December 2006 the Company moved from the NSX
to the ASX. In conjunction with this move the Company
issued 2.5 million shares at $2 each to raise $5 million.
This followed capital raisings totalling $7.9 million earlier
in the period to fund part of the IAP Group and Emerald
assets acquisitions.
In June 2007 a USD 40 million financing and rental fund
was created with debt provided by an Australian financial
institution. The purpose of the fund was to acquire and
refurbish a diverse array of aviation assets for resale or
lease. By this time, PTB Emerald had also refurbished
and delivered one of the ATP and three of the HS748
freighters to European customers.
A brief summary of the years ended June 2008 to June
2011 as the Company dealt with the global financial
crisis and its aftermath is set out below:
FY 2008:
■■
Global financial crisis;
■■ Decision made to sell aircraft rather than roll into
USD40 million Fund; and
■■ Delay in settlement by a Middle Eastern customer
on two of the LFD ATP aircraft impacted on the
interest and holding costs of the Emerald project.
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Directors’ Report
for the year ended 30 June 2012 (Continued)
FY 2009:
FY 2010:
■■
■■
■■
■■
■■
■■
■■
■■
The effect of the financial crisis continued to
impact on global passenger and freight activity,
creating a fall in aircraft values, the inability to
source financing, and significant oversupply
leasing
of aircraft which
opportunities;
limited sale and
The sale of the two LFD ATP aircraft did not
proceed as the customer defaulted;
The Group was forced to renegotiate the $14.7
million Emerald loan to an amortising facility over
four years at a more expensive interest rate;
The facility was moved to AUD at request of the
Financier causing a $2.4 million currency loss;
■■
Emerald financier debt refinanced by CBA Bank
leading to a profit on settlement of approximately
$3.6 million;
■■ MD 90 project in Indonesia (purchase of aircraft
for part-out and sale) was settled, financed on
a profit share basis by an international aviation
group;
■■ One of the Metro aircraft leased into South
Korea; fourth J32 aircraft deployed with NSW
RPT operator;
■■
■■
PTB engine maintenance contracts expanded;
and
Continued strengthening of Australian dollar.
The USD $40 million facility was allowed to lapse
as the Group was unable to secure profitable
projects within its risk profile;
FY 2011:
As part of the strategic consolidation of its
operations, the Company settled on the Belmont
Land resulting in a profit of $1.9m (booked in the
2008 year); subsidiary Aeropelican Air Services
an RPT operator based at Newcastle Airport was
sold; the $4.5 million Unsecured Note facility was
rolled over; a purpose built workshop and office
complex in Brisbane was completed; and the
existing ANZ financing facilities were extended;
Core operating business in Pacific Turbine and
IAP exceeded prior year and current forecasts
in a difficult year, and a major Australian freight
operator was signed up to an engine management
contract;
Prior to the 2009 year end, the two LFD ATP
Indonesian freight
aircraft were sold to an
operator on an extended credit type of
arrangement; and
■■
■■
Substantial increase in operating performance of
PTB Division;
Good IAP Division result with one-off trading
events contributing strongly;
■■ Debt of $4.5 million paid down; and
■■
Refinanced $4.6 million of Note finance by $4
million CBA Bank facility.
Initiatives in the Current Period
The 2012 financial year has seen some ongoing
challenges and a number of significant achievements.
These events have been detailed in the Chairman’s and
Managing Director’s Review included in this annual
report.
■■ Decision made to reduce the scope of the UK
refurbishment facility.
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Directors’ Report
for the year ended 30 June 2012 (Continued)
Operating Results
After Balance Date Events
The consolidated profit for the financial year after
providing for income tax was $1.375 million (2011:
$0.657 million). Operating profit before tax for the year
was $1.773 million (2011: $1.035 million).
impact of unrealised foreign currency (FX)
The
movements has reduced significantly as the Group
increased its level of natural hedge by converting $8.4
million of its AUD funding into USD denominated funding
in November 2011. Unrealised FX has reduced from a
loss of $2.274 million in 2011 to a gain of $0.688
million in 2012.
From an operational performance perspective, the
performance for the Group was down on the prior year
due to no major project sales at IAP and losses in Emerald
due to the write off of a portion of the Bangladesh based
long term HP Debtor in exchange for a lump sum cash
settlement. The Brisbane business continued to deliver
strong results.
Comments on Group operational performance:
No matters or circumstances have arisen since the end
of the financial year which have significantly affected or
may significantly affect the operations of the Group, the
results of those operations, or the state of affairs of the
Group in future.
Future Developments, Prospects and
Business Strategies
The global aviation industry is currently experiencing
difficult trading conditions with lower passenger and
freight demand, and a shortage of available funding.
However suppliers to the industry such as the PTB
Group have benefited historically in these times, and the
Group has the ability to acquire assets to part-out or
trade as operators and financiers exit surplus assets. As
such the prospects for the continuing performance and
growth of the Group remain sound.
The Group is maintaining a very strong focus on its core
competencies and has identified a number of further
initiatives that are expected to enhance its prospects.
Strong performance from PTB Brisbane;
The Group is made up of three broad business groupings
comprising:
■■
■■
■■
the
satisfactory performance
Emerald:
circumstances with an abnormal loss of $0.473
million
incurred following the closure of a
Bangladesh-based long term HP deal which did
realise a sound level of cash for the Group; and
in
IAP Business: performance down with no
significant one-off sales recorded; good progress
in refocusing traditional parts business.
Financial Position
The net assets of the Group have increased by $1.375
million (3.2%) to $44.575 million as at 30 June 2012
(2011: $43.200 million).
Dividends
No dividend has been declared and paid for the 30 June
2012 financial year (2011: Nil).
Franking Credits
Franking credits available for subsequent financial years
based on a tax rate of 30% are $11.911million (2011:
$11.911 million).
Significant Changes in State of Affairs
There were no significant changes in the state of affairs
of the Group not otherwise disclosed in this report.
Pacific Turbine Brisbane:
■■
Rebuilding PT6A and TPE331 engines at PTB’s
engine repair and overhaul facilities in Brisbane;
■■ Managing the rebuilding of engines at third party
overhaul shops;
■■
■■
Trading in spare parts for engines; and
Trading in parts (other than engines) for PTB
clients.
IAP Group:
■■
■■
Spare Parts Supply: Acquisition of redundant
spares from airlines which have changed their
aircraft types and then remarketing to other
operators of that type;
Acquisition and Sale of aircraft/parting-out
aircraft: As an integral activity to spares support,
IAP Group has bought and sold many aircraft.
The aircraft traded in this way range in size from
an Islander to a Boeing 737 and Airbus A300.
Its engineering operation at Bankstown airport
has significant capability to perform aircraft
refurbishment; and
■■
IAP Group also acquires aircraft and parts them
out. For example, aircraft could be acquired
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Directors’ Report
for the year ended 30 June 2012 (Continued)
outside of Australia and be parted-out on
site. Some parts such as engines could then be
immediately sold to recoup the initial purchase
cost, with the balance containerised as parts and
shipped to the Sydney warehouse for marketing
and subsequent sale.
Emerald:
■■ Management of the Emerald acquisition assets
■■
■■
Provision of HP finance for Lessors of Emerald
Aircraft
Sales and leasing of Emerald aircraft assets
included
Additional commentary has been
in the
Chairman’s and Managing Director’s Review in this annual
report. The Directors have excluded from this report
any further information on the likely developments in
the operations of the Group and the expected results
of those operations in future financial years, as the
Directors have reasonable grounds to believe that it
would be likely to result in unreasonable prejudice to the
Group.
Environmental Issues
The Group operates from Brisbane, Sydney, and
Bankstown Airport in Australia. It is required to meet
Brisbane Airport Corporation environmental regulations,
the Commonwealth’s Airports (Environment Protection)
Regulations 1997. The Group also has administration
and warehouse facilities in a number of locations
subject to relevant legislation. There have been no non-
compliances to date while the Group has operated from
these various locations.
Information on Current Directors
Harvey Parker Dip P.A, B.A. MBA (Melb) (Non-
Executive Chairman)
Harvey Parker was born in 1943 and has had a
distinguished career spanning several industries. He has
experience in the aviation industry as Managing Director
of New Zealand Post and the Airpost Joint Venture.
Presently he is the Chairman and also serves on the audit
and remuneration committees of the Company.
He is presently Chairman of DWS Limited (since
9 May 2006), Director and Chairman of Jumbuck
Entertainment Limited (since February 2009) and was
formerly Director of Riding for the Disabled Association
of Victoria Limited (resigned October 2010). He has
held no other Director positions with other listed
companies in the last three years.
Craig Louis Baker CA, BCA (Managing Director –
Group)
Craig Baker was born in 1946 in New Zealand. He has
had extensive experience in the aviation industry and is
a qualified accountant having been involved in aviation
businesses as a General Manager, Director, and Finance
Manager for over 20 years. Along with Hugh Jones, he
was involved in the development of Airwork (NZ) Limited
which has grown to become a major aviation provider in
New Zealand with annual sales in excess of $80 million.
Craig’s duties involve the overall management of the
Group. He has held no other Director positions with
other listed companies in the last three years.
Royston Stephen (Steve) Ferris B.Sc (Managing
Director – IAP Division)
Steve Ferris was born in the UK in 1960. He graduated
from Bristol University in 1981 with a Bachelor of
Science. He incorporated the IAP Group in 1987 and has
grown the company in a successful manner by utilising
his vast knowledge of the aviation industry.
Steve is based in Sydney and is the Managing Director of
the IAP Group operations. He has held no other Director
positions with other listed companies in the last three
years.
Andrew Peter Somerville Kemp B.Com, CA (Non-
Executive Director)
Andrew graduated in Commerce from the University of
Melbourne and is a Chartered Accountant. After working
for KPMG and Littlewoods Chartered Accountants in
Melbourne and Sydney, he joined AIFC, the merchant
banking affiliate of the ANZ Banking Group, in Sydney in
1978. From 1979 until 1985, Andrew was Queensland
Manager of AIFC.
Andrew joined the North Queensland based Coutts Group
as General Manager early in 1985, and continued with this
group until January 1987 when he formed Huntington
Group. Since 1980, Andrew has been involved in a
range of listings, acquisitions and divestments. He has
structured and implemented the ASX listing of eleven
companies. He has also advised clients on a wide range
of investments and divestments over the last 20 years.
Andrew is currently a Director of the following listed
companies: Silver Chef Limited (from April 2005), Trojan
Equity Limited (from May 2005) and G8 Education
Limited (from March 2011). He was a director of SCV
Group Limited from March 2004 to February 2011.
He is a member of the audit and remuneration committees
of the Company.
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Directors’ Report
for the year ended 30 June 2012 (Continued)
travel, accommodation and other expenses incurred in
attending Company or Board meetings, or meetings of
any committee engaged in the Company’s business. Any
Director may be paid a retirement benefit as determined
by the Board, consistent with the Corporations Act
2001 and the ASX Listing Rules.
Executive and Key Management Pay
The remuneration committee is responsible for advising
the Board on remuneration and issues relevant to
remuneration policies and practices including those
of senior management and executive Directors. The
committee has responsibility for reviewing and evaluating
market practices and trends in relation to remuneration,
recommending
remuneration policies, overseeing
the performance and making recommendations on
remuneration of members of senior management and
executive Directors.
Remuneration in each case is taken as including not
only monetary payments (salaries), but all other non-
monetary emoluments and benefits, retirement benefits,
superannuation and incentive programs.
In each case the committee refers to the general
market and industry practice (as far as directly relevant
benchmarks can be identified for comparative purposes)
and the need to attract and retain high calibre personnel.
Compensation
in the form of cash bonuses for
executives and key management personnel is designed
to ensure reward for performance is competitive and
appropriate for the results delivered. The framework
aligns executive and key management reward with
achievement of strategic objectives and creation of
value for shareholders in terms of return on equity, and
conforms with market practice for delivery of reward.
The Board ensures that executive and key management
reward satisfies the following key criteria for good
reward governance practices:
■■
■■
■■
■■
■■
Competitiveness and reasonableness;
Acceptability to shareholders;
Performance alignment of compensation;
Transparency; and
Capital management.
Company Secretary
Pierre Kapel was appointed as the Chief Financial Officer
and Company Secretary from 22 November 2010 and
has a Bachelor of Commerce from Newcastle University
and is a CPA.
Pierre has over 30 years’ experience in finance with a
significant part of his career with BHP in Australia and
Asia. He has a diverse business background ranging
from Steel manufacturing & processing, Mining,
Rural, Industrial Waste processing, Quarrying, Asphalt
manufacture & paving and Civil Construction. Pierre has
held CFO roles in the Private and Public sectors and was
the CFO of ERS Limited, an ASX listed company.
Remuneration Report (Audited)
The remuneration report is set out under the following
main headings:
A Principles used to determine the nature and
amount of remuneration
B Details of remuneration
C Service contracts
D Share-based payment compensation
E Additional information.
The information provided in this remuneration report
has been audited as required by section 308(3C) of the
Corporations Act 2001.
Principles used to determine the nature
A.
and amount of remuneration
Non-executive Directors
Non-executive Directors are to be paid out of Company
funds as remuneration for their services, such sum as
accrues on a daily basis as the Company determines to
be divided among them as agreed, or failing agreement,
equally. The maximum aggregate amount which has
been approved by shareholders for payment to non-
executive Directors is $100,000 per annum.
Directors’ remuneration for their services as Directors
is by a fixed sum and not a commission or a percentage
of profits or operating revenue. It may not be increased
except at a general meeting in which particulars of the
proposed increase have been provided in the notice
convening the meeting to shareholders. There is
provision for Directors who devote special attention to
the business of the Company or who perform services
which are regarded as being outside the scope of their
ordinary duties as Directors, or who at the request of
the Board engage in any journey on Company business,
to be paid extra remuneration determined by the
Board. Directors are also entitled to their reasonable
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Directors’ Report
for the year ended 30 June 2012 (Continued)
Executive Directors
Long-term incentives to Executives and Employees
In order to provide a long-term incentive to the
executives and employees of the Company, an Employee
Share Option Scheme (“the Scheme”) is in place. The
incentive provided by the scheme will be of material
benefit to the Company in encouraging the commitment
and continuity of service of the recipients. By providing
executives and employees with a personal financial
interest in the Company, the Company will be able to
attract and retain Executive Directors, key Executives
and employees in a highly competitive market. This is
expected to result in future benefits accruing to the
shareholders of the Company.
The establishment of the Scheme was approved by
shareholders on 3 June 2005. All staff are eligible to
participate in the scheme, including Executive Directors
(since they take part in the management of the
Company).
As advised in the following “Section D Share-Based
Payment Compensation” no options were issued under
the scheme during the year (2011: Nil).
Company Performance, Shareholder Wealth and
Directors’ and Executive Remuneration
The base salaries for the executives are substantially in
accordance with the market for executives of similar
levels.
The Executive Directors’ pay and reward framework has
the following components:
■■
■■
Base pay and benefits, including superannuation;
and
Short-term performance incentives.
Base pay: Structured as a total employment cost package
which may be delivered as a combination of cash and
prescribed non-financial benefits at the Executive
Director’s discretion. Base pay is reviewed annually and
benchmarked against inflation.
Benefits: Executive Directors receive benefits including
car allowances.
Executive Directors’ base pay
Superannuation:
includes statutory and salary sacrificed superannuation
contributions.
incentives:
Short-term performance
Cash bonus
incentives are based on pre-determined after tax return
on equity and operational targets based on the criteria
detailed above, as set by the remuneration committee.
The bonuses are paid in October each year. The pre-
determined targets ensure that variable reward is only
available when value has been created for shareholders,
and when profit and operational objectives are
consistent with the business plan. Each Executive
Director has a target short-term incentive opportunity
depending on the accountabilities of the role and impact
on the organisation or business unit performance. The
maximum target bonus opportunity is 33% of base pay.
As advised in the following “Section B. Details of
Remuneration”, no short term incentives were paid to
Executive Directors during the financial year (2011: Nil)
Other Executives and key management personnel
Other Executives and key management personnel’s
pay and reward framework includes base pay and
short-term incentives. There are no fixed performance
criteria for the cash bonuses. After the end of the
financial year the remuneration committee assesses
the performance of individuals and, where appropriate,
approves discretionary cash bonuses to be paid to the
individuals. Cash bonuses are paid following approval by
the remuneration committee.
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Directors’ Report
for the year ended 30 June 2012 (Continued)
B
Details of Remuneration
The remuneration for each Director and other key management personnel of the Company and the Group
was as follows:
Short - term benefits
Post -
employment
Other
Total
Share-
based
payment
Cash
salary
and fees
$
Non-
monetary
benefits
$
Cash
bonus
$
Super-
annuation
$
Long-
term
benefits*
$
Options
$
$
2012 Year
Directors
H Parker (Non-Executive Director)
30,000
CL Baker (Managing Director - Group)
231,498
RS Ferris (Managing Director - IAP)
271,180
APS Kemp (Non-Executive Director)
21,800
Total Directors
554,478
Other Key Management Personnel
P Kapel (Company Secretary and CFO)
178,626
-
-
-
-
-
-
-
-
-
-
-
-
3,000
-
49,519
9,254
23,119
4,386
-
-
75,638
13,640
-
33,000
- 290,271
- 298,685
-
21,800
- 643,756
16,804
5,472
- 200,902
Total Other Key Management
Personnel
2011 Year
Directors
178,626
-
-
16,804
5,472
- 200,902
H Parker (Non-Executive Director)
30,000
CL Baker (Managing Director - Group)
225,532
RS Ferris (Managing Director - IAP)
289,964
APS Kemp (Non-Executive Director)
21,800
Total Directors
567,296
Other Key Management Personnel
JT Barbeler (Company Secretary and
CFO)
(From 1/7/2010 - 31/10/2010)
Marz Engineer (Acting Company
Secretary and CFO
61,137
7,438
P Kapel (Company Secretary and CFO)
(From 22/11/2010 - 30/6/2011)
115,041
Total Other Key Management
Personnel
183,616
* comprising accrued long service leave
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,000
-
49,519
9,457
23,557
10,084
-
-
76,076
19,541
-
33,000
- 284,508
- 323,605
-
21,800
- 662,913
5,627
669
-
-
- 66,764
-
8,107
10,078
2,138
- 127,258
16,375
2,138
- 202,129
2
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Directors’ Report
for the year ended 30 June 2012 (Continued)
There were no other executives in the current or prior
year. All Directors and other key management personnel
are employed by PTB Group Limited except Mr S Ferris
who was employed by IAP Group Australia Pty Ltd from
1 July 2008. Cash bonuses were paid during the current
and prior year to non-key management personnel. No
specific service or performance criteria were used to
determine the amount of the bonuses.
No share-based payment compensation benefits
were granted in the current year. Details of benefits
provided in previous years, which were in the form of
share options, are given in section D below. No specific
service or performance criteria were used to determine
the amount of the grant.
C.
Service Contracts
Major provisions of service agreements with Executive
Directors and other key management personnel as at 30
June 2012 are set out below:
CL Baker (Managing Director – Group)
Pierre Kapel (Company Secretary and Chief
Financial Officer)
■■
■■
■■
Term of agreement –Minimum of three years
commencing 22 November 2010 ;
$207,000
inclusive
Base annual salary –
of 9% superannuation + LSL accrual + Bonus
to be reviewed annually by the remuneration
committee; and
Notice period – Termination by three months’
notice in writing by either party other than for
gross misconduct.
No other key management personnel are subject to
service agreements.
D.
Share-based Payment Compensation
All issued share-based remuneration options expired in
the previous reporting period.
■■
■■
■■
Term of agreement – of one year commencing
18 December 2011;
remuneration options were granted to key
No
management personnel, exercised or lapsed during this
or the prior financial year.
Base annual salary – $280,000 inclusive of
9% superannuation and vehicle allowance to
be reviewed annually by the remuneration
committee; and
Notice period – Termination by a minimum of
12 months’ notice in writing by either party
other than for gross misconduct. Termination
payment is equivalent to one year’s salary plus
superannuation as noted above.
RS Ferris (Managing Director – IAP)
■■
■■
■■
Term of agreement – of one year commencing
18 December 2011;
Base annual salary – $280,000 inclusive of
9% superannuation and vehicle allowance to
be reviewed annually by the remuneration
committee; and
Notice period – Termination by a minimum of
12 months’ notice in writing by either party
other than for gross misconduct. Termination
payment is equivalent to one year’s salary plus
superannuation as noted above.
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Directors’ Report
for the year ended 30 June 2012 (Continued)
E
Additional Information
Share Options
Details of remuneration: cash bonuses and options
Shares Issued on Exercise of Options
As both the grant of options and cash bonuses during
the year were discretionary, no part of the grants were
forfeited and no part is payable in future years.
Share-based compensation: options
No ordinary shares of PTB Group Limited were issued
during the year ended 30 June 2012 and subsequent to
year end no shares were issued pursuant to the exercise
of options granted under the Employee Share Option
Scheme.
There were no options granted during the year. As at 30
June 2012 all options had expired.
Shares Under Option
Loans to Directors and Executives
There are no loans to Directors and executives.
Meetings of Directors
Attendances by each Director during the financial year
were as follows:
Number of
Meetings Held
While a Director
Number of
Meetings
Attended
Full Board
H Parker
CL Baker
APS Kemp
RS Ferris
Remuneration Committee
H Parker
APS Kemp
Audit and Risk
Management Committee
H Parker
APS Kemp
Nominations Committee
11
11
11
11
2
2
2
2
10
11
11
10
2
2
2
2
Given the size of the Company and of the Board the
separate Nominations Committee was discontinued in
the year ended 30 June 2008 and the responsibility for
this function now rests with the Board.
At the date of this report, PTB Group Limited has no
unissued ordinary shares under option.
Indemnification and Insurance of Directors,
Officers and Auditors
During or since the end of the financial year, the
Company has not given any indemnity or entered into
any agreement to indemnify, or paid or agreed to pay
insurance premiums in relation to an officer or auditor,
except as detailed below.
The Company has Directors and Officers insurance in
place for all Directors and officers of the Company.
This insurance insures any person who is or has been
an officer of the Company against certain liabilities in
respect of their duties as an officer of the Company, and
any other payments arising from or in connection with
such proceedings, other than where such liabilities arise
from conduct involving a wilful breach of duty.
The policy prohibits disclosure of details of the cover and
the amount of the premium paid.
Proceedings on Behalf of the Company
No person has applied to the Court under section
237 of the Corporations Act 2001 for leave to bring
proceedings on behalf of the Company, or to intervene
in any proceedings to which the Company is a party,
for the purpose of taking responsibility on behalf of the
Company for all or part of those proceedings.
No proceedings have been brought or intervened in on
behalf of the Company with leave of the Court under
section 237 of the Corporations Act 2001.
2
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Directors’ Report
for the year ended 30 June 2012 (Continued)
Non-Audit Services
Rounding of Amounts
The Company is of a kind referred to in class order
98/100,
issued by the Australian Securities and
Investments Commission, relating to the “rounding off”
of amounts in the Directors’ report. Amounts in the
Directors’ report have been rounded off in accordance
with that class order to the nearest thousand dollars, or
in certain cases, the nearest dollar.
This report is made in accordance with a resolution of
the Directors.
H Parker
Chairman
Brisbane
23 August 2012
The Company may decide to employ the auditor
on assignments additional to statutory audit duties
where the auditor’s expertise and experience with the
Company are important.
The Board of Directors has considered the position and,
in accordance with the advice received from the audit
committee is satisfied that the provision of non-audit
services during the year is compatible with the general
standard of independence for auditors imposed by the
Corporations Act 2001. The Directors are satisfied the
provision of non-audit services by the auditor, as set out
below, did not compromise the auditor independence
requirements of the Corporations Act 2001 for the
following reasons:
■■
■■
all non-audit services have been reviewed by the
audit committee to ensure they do not impact
the impartiality and objectivity of the auditor;
and
none of the services undermine the general
principles relating to auditor independence as set
out in APES 110 Code of Ethics for Professional
Accountants, including reviewing or auditing the
auditor’s own work, acting in a management or
a decision-making capacity for the company,
acting as advocate for the company or jointly
sharing economic risk and rewards.
During the prior year Crowe Horwath, the Company’s
auditor, had performed other services in addition to their
statutory audit duties as set out in note 24. During the
year no non-audit service fees were paid or payable for
services provided by the auditor of the company:
2012
$
2011
$
Non Audit Services-
Crowe Horwath
Taxation compliance
Other taxation consulting
-
-
16,881
13,000
The lead auditor’s independence declaration is set out on
page 20 and forms part of the Directors’ Report for the
year ended 30 June 2012.
Crowe Horwath continues in office in accordance with
Section 327 of the Corporations Act 2001.
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Auditor’s Independence Declaration
for the year ended 30 June 2012
Crowe Horwath Brisbane
ABN 79 981 227 862
Member Crowe Horwath International
Level 16, 120 Edward Street
Brisbane QLD 4000 Australia
GPO Box 736
Brisbane QLD 4001 Australia
Tel: +61 7 3233 3555
Fax: +61 7 3233 3567
www.crowehorwath.com.au
A WHK Group Firm
Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 to the directors
of PTB Group Limited
I declare that, to the best of my knowledge and belief during the year ended 30 June 2012 there have been:
(i) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in
relation to the audit; and
(ii) no contraventions of any applicable code of professional conduct in relation to the audit.
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Crowe Horwath Brisbane
Brendan Worrall
Partner
Signed at Brisbane, 23 August 2012
Crowe Horwath Brisbane is a member of Crowe Horwath International, a Swiss verein (Crowe Horwath). Each
member firm of Crowe Horwath is a separate and independent legal entity. Crowe Horwath Brisbane and its
affiliates are not responsible or liable for any acts or omissions of Crowe Horwath or any other member of Crowe
Horwath and specifically disclaim any and all responsibility or liability for acts or omissions of Crowe Horwath or
any other Crowe Horwath member © 2011 Crowe Horwath Brisbane
Liability Limited by a scheme approved under Professional Standards Legislation other than for the acts or omissions
of financial services licensees.
Corporate Governance Statement
for the year ended 30 June 2012
Scope of responsibility of the Board
Composition of the Board
for
the Company’s corporate
Responsibility
governance rests with the Board. The Board’s
guiding principle in meeting this responsibility
is to act honestly, conscientiously and fairly, in
accordance with the law, in the interests of PTB
Group’s shareholders (with a view to building
sustainable value for them) and those of employees
and other stakeholders.
The Board’s broad function is to:
The Board performs its role and function, consistent
with the above statement of its overall corporate
governance responsibility,
in accordance with the
following principles:
a) The Board should comprise at least four Directors;
b) At least half of the Board should be non-executive
Directors independent from management; and
c) The Chairman of the Board should be one of the
independent non-executive Directors.
a) Chart strategy and set financial targets for the
Company;
b) Monitor the
implementation and execution
of strategy and performance against financial
targets; and
c) Appoint and oversee the performance of
executive management and generally to take and
fulfil an effective leadership role in relation to the
Company.
Power and authority in certain areas is specifically
reserved to the Board – consistent with its function as
outlined above. These areas include:
a) Composition of the Board itself including the
appointment and removal of Directors;
b) Oversight of
its
the Company
strategy, operational performance, controls and
accountability systems;
including
c) Appointment and removal of senior executives
and the Company Secretary;
d) Reviewing, ratifying, and monitoring systems of
risk management and internal compliance and
control, codes of ethics and conduct, and legal
and statutory compliance;
e) Monitoring senior management’s performance
At the date of this annual report the Board comprises
four members including H Parker, an independent, non-
executive Chairman, APS Kemp an independent non-
executive Director, and C Baker and RS Ferris who are
executive Directors. .
The Board is of the view that the current composition
of the Board is adequate to ensure the best interests of
shareholders given the size and nature of the Company’s
operations. In addition, the Chairman has the deciding
vote at any meetings where a vote is initially tied.
Board Charter and Policy
The Board has adopted a charter which will be kept under
review and amended from time to time as the Board
may consider appropriate to give formal recognition to
the matters outlined above. The last amendment was
on 22 December 2010. This charter sets out various
other matters that are important for effective corporate
governance including the following:
a) A detailed definition of ‘independence’;
b) A framework for the identification of candidates
for appointment to the Board and their selection;
c) A framework for individual performance review
and implementation of strategy;
and evaluation;
f) Approving and monitoring the progress of major
capital expenditure, capital management, and
acquisitions and divestures; and
g) Approving and monitoring financial and other
reporting and the operation of committees.
The Managing Director and other senior executives are
responsible for:
a) Developing corporate strategy, performance
targets, budgets, and business and operational
plans for review and ratification by the Board;
b) Developing,
implementing, and maintaining
appropriate policies, procedures, and practices for
the management and control of the business; and
c) Execution of the overall corporate strategy and
business plans, and the day to day management
of operations.
d) Proper training to be made available to Directors
both at the time of their appointment and on an
on-going basis;
e) Basic procedures for meetings of the Board and
its committees: frequency, agenda, minutes and
private discussion of management issues among
non-executive Directors;
f) Ethical standards and values: formalised in a
detailed code of ethics and values;
g) Dealings in securities: formalised in a detailed
code for securities transactions designed to
ensure fair and transparent trading by Directors
and senior management and their associates; and
h) Communications with shareholders and the
market.
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Corporate Governance Statement
for the year ended 30 June 2012 (Continued)
These initiatives, together with the other matters
provided for in the Board’s charter, are designed to
‘institutionalise’ good corporate governance and
generally, to build a culture of best practice in PTB
Group’s own internal practices and in its dealings with
others.
Audit and Risk Management Committee
(‘ARM Committee’)
The purpose of this Committee is to advise on the
establishment and maintenance of a framework of
internal control and appropriate ethical standards for the
management of the Company. Its current members are
Harvey Parker and Andrew Kemp.
The Committee performs a variety of functions relevant
to risk management and internal and external reporting
and reports to the Board following each meeting. Among
other matters for which the Committee is responsible
are the following:
Remuneration Committee
The purpose of this Committee is to assist the Board
and report to it on remuneration and issues relevant to
remuneration policies and practices including those for
senior management and non-executive Directors. Its
current members are Harvey Parker and Andrew Kemp.
Among the functions performed by the Committee are
the following:
a) Review and evaluation of market practices and
trends on remuneration matters;
b) Recommendations to the Board in relation to the
Company’s remuneration policies and procedures;
the performance of senior
c) Oversight of
management and non-executive Directors; and
d) Recommendations to the Board in relation to the
remuneration of senior management and non-
executive Directors.
a) Board and committee structure to facilitate a
proper review function by the Board;
Nominations Committee
Meetings are held at least twice each year.
b) Internal control framework including management
information systems;
c) Corporate risk assessment and compliance with
internal controls;
d) Internal audit
function and management
processes supporting external reporting;
e) Review of financial statements and other financial
information distributed externally;
f) Review of the effectiveness of the audit function;
g) Review of the performance and independence of
the external auditors;
h) Review of the external audit function to ensure
prompt remedial action by management, where
appropriate, in relation to any deficiency in, or
breakdown of, controls;
i) Assessing the adequacy of external reporting for
the needs of shareholders; and
j) Monitoring compliance with the Company’s code
of ethics.
Meetings are held at least twice each year. A broad
agenda is laid down for each regular meeting according
to an annual cycle. The Committee invites the external
auditors to attend each of its meetings.
The ARM Committee does not comply with the ASX
Guidelines in that the Chairman is also Chairman of
the Board. However the Board believes this matter is
acceptable given the size of the company, the nature of
its business and the financial literacy of the members.
recommendations
Best practice
issued by ASX
recommend a separate Nominations Committee to
assist the Board and report to it on selection and
appointment issues and practices including those for
senior management and non-executive Directors.
However, given the size of the Company and of the
Board the separate Nominations Committee has not
been continued and the responsibility for this function
now rests with the Board.
Best practice commitment
The Company is committed to achieving and maintaining
the highest standards of conduct and has undertaken
various initiatives, as outlined in this section that
are designed to achieve this objective. The PTB
Group’s Corporate Governance Charter is intended
to ‘institutionalise’ good corporate governance and,
generally, to build a culture of best practice both in the
Company’s own internal practices and in its dealings
with others. The Charter is available on the Company’s
website.
The following are a tangible demonstration of the
Company’s corporate governance commitment:.
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Corporate Governance Statement
for the year ended 30 June 2012 (Continued)
Independent professional advice
Recommendation 1.3
With the prior approval of the Chairman, which
may not be unreasonably withheld or delayed, each
Director has the right to seek independent legal and
other professional advice concerning any aspect of the
Company’s operations or undertakings in order to fulfil
their duties and responsibilities as Directors. Any costs
incurred are borne by the Company.
Code of ethics and values
The Company has developed and adopted a detailed
code of ethics and values to guide Directors in the
performance of their duties.
Code of conduct for transactions in securities
The Company has developed and adopted a formal code
to regulate dealings in securities by Directors and senior
management and their associates. This is designed to
ensure fair and transparent trading in accordance with
both the law and best practice.
Charter
The code of ethics and values and the code of conduct for
transactions in securities (referred to above) both form
part of the Company’s corporate governance charter
which has been formally adopted, which complies with
the ASX document, ‘Corporate Governance Principles
and Recommendations – second edition’ (‘Guidelines’)
applying to listed entities as published in August 2007
by the ASX Corporate Governance Council with the
aim of enhancing the credibility and transparency of
Australia’s capital markets.
The Board has assessed the Company’s current practice
against the Guidelines and outlines its assessment below:
Principle 1 – Lay solid foundations for
management and oversight
Recommendation 1.1
The role of the Board and delegation to management
have been formalised as described above in this section
and will continue to be refined, in accordance with the
Guidelines, in light of practical experience gained in
operating as a listed company. PTB Group complies with
the Guidelines in this area.
Recommendation 1.2
The process for evaluating the performance of
senior executives is outlined in section A and B of the
“Remuneration Report” included in the Directors’ Report.
PTB Group complies with the Guidelines in this area.
The Corporate Governance Statement and Board Charter
are available on the Company’s website. Performance
evaluations have taken place in accordance with the
process disclosed.
Principle 2 – Structure the Board to add value
Recommendation 2.1
Of the four Company Directors, Harvey Parker and
Andrew Kemp are non-executive Directors. Together
the Directors have a broad range of experience,
expertise, skills, qualifications and contacts relevant to
the business of the Company.
The Board composition does not comply with
recommendation 2.1 of the ASX Corporate Governance
Guidelines as the majority of Directors are not
independent Directors.
The Board has adopted the following measures to ensure
that independent judgment is achieved and maintained
in respect of its decision-making processes:
■■ Directors are entitled to seek
independent
professional advice at the Company’s expense,
subject to the approval of the Chairman;
■■ Directors having a conflict of interest in relation
to a particular item of business must absent
themselves from the Board meeting before
commencement of discussion on the topic; and
Non-executive Directors confer on a needs basis
without management in attendance.
■■
Recommendation 2.2 and 2.3
Harvey Parker is an independent non-executive Director
and Chairman of the Company. PTB Group complies
with the Guidelines in these areas.
Recommendation 2.4
As described above, given the size of the Company and
of the Board, the separate Nominations Committee
has not been continued and the responsibility for this
function now rests with the Board.
Recommendation 2.5 and 2.6
The performance of the Board, its committees, and
is evaluated annually by the
individual Directors
Chairman in accordance with the Company’s Corporate
Governance Charter. This review includes the mix and
experience and skills represented, the effectiveness of
Board processes, and the performance and contribution
of individual members in terms of the execution of
the required Board functions as described above,
for the relevant year. Members of the Board whose
performance is unsatisfactory are asked to retire. The
Charter is available on the Company’s website. PTB
Group complies with the Guidelines in these areas.
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Corporate Governance Statement
for the year ended 30 June 2012 (Continued)
Principle 3 – Promote ethical and responsible
Price Sensitive information:
decision making
Recommendation 3.1
The Board encourages the highest standards of ethical
conduct by all Directors and employees of the Group.
The Board has adopted a Code of Ethics in its Corporate
Governance Charter that sets out the principles and
standards with which all Group officers and employees
are expected to comply in the performance of their
respective functions. Officers and employees are
expected to:
■■
■■
■■
■■
■■
Comply with the law;
Act honestly and with integrity;
Reduce the opportunity for situations to arise
which result in divided loyalties or conflicts of
interest;
Use PTB Group’s assets responsibly and in the
best interests of its shareholders; and
Be responsible and accountable for their actions.
Senior management immediately investigates possible
failures to comply with the principles of ethical and
responsible conduct, employing the use of third party
expertise where necessary. The appropriate level of
disciplinary action is applied where departures from
these principles are confirmed. The Charter is available
on the Company’s website. PTB Group complies with
the Guidelines in these areas.
Recommendation 3.2 and 3.3
Guidelines for dealing in securities: The Company has
developed specific written guidelines in its “Securities
trading policy” that prohibit Directors, executives
(and their respective associates) and employees
from acquiring, selling or otherwise trading in the
Company’s shares
if they possess material price-
sensitive information which is not in the public domain.
Pursuant to these guidelines, no person may deal in
securities while they are in possession of price-sensitive
information. The Company’s policy is that trading in PTB
Group’s securities is permitted, as set out below:
Trading in Shares:
■■
Employees: are able
to purchase shares
throughout the year except from 31 December
and 30 June during the period running up to ASX
announcement of half-yearly and yearly profits.
Staff will be notified of these timeframes;
■■ Directors: in addition to the guidelines for
employees, Directors must notify the Secretary
of any Trading by that Director so as to facilitate
the timely lodgement with ASX of an Appendix
3Y or other prescribed form notifying ASX of the
initial acquisition, change of interests or cessation
of Directors’ interests as required by the Listing
Rules;
■■
Both the above are subject to the person not
being in possession of price sensitive information
and the buying not being for short term or
speculative gain; and
the company’s “ Securities trading policy” has been
lodged with the ASX. PTB Group complies with the
Guidelines in these areas.
Principle 4 – Safeguard integrity in financial
reporting
Recommendation 4.1, 4.2, 4.3 and 4.4
PTB Group’s Managing Director and Chief Financial
Officer report in writing to the ARM Committee that
the consolidated financial statements of PTB Group and
its controlled entities for each half and full financial year
present a true and fair view, in all material respects, of
the Group’s financial condition and operational results
and are in accordance with accounting standards. The
ARM Committee operates throughout the year with
the primary objective to assist the Board of Directors
in fulfilling the Board’s responsibilities relating to the
accounting, reporting and financial risk management
practices of the Company. In fulfilling this objective, the
ARM Committee meets at least two times each year.
The main duties and responsibilities of the committee
include:
■■
■■
■■
■■
■■
■■
Review and consideration of statutory compliance
matters;
Review of the annual and half-yearly financial
reports;
Recommend to the Board nominations for
appointment as external auditors;
Review the scope of the audit, the level of
audit fees and the performance of the external
auditors;
Liaison with external auditors, review of audit
planning and consideration of audit results; and
Evaluation of the adequacy and effectiveness
of the Company’s administrative, operating and
accounting policies and controls through active
communication with operating management and
the external auditors.
The ARM Committee (with its own charter) does not
comply with the Guidelines in that the Chairman is
also Chairman of the Board, and it has less than three
members. However, the Board believes these matters
are acceptable given the size of the Company, the nature
of its business and the financial literacy of the members.
The Charter is available on the Company’s website and
the names, qualifications, and the number of meetings
attended has been disclosed in the Directors’ Report.
2
1
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Corporate Governance Statement
for the year ended 30 June 2012 (Continued)
Principle 5 – Make timely and balanced disclosure
Recommendation 5.1 and 5.2
Documented procedures
in accordance with the
Corporate Governance Charter are in place to identify
matters that are likely to have a material effect on the
price of the Company’s securities and to ensure those
matters are notified to the ASX in accordance with
the Company’s Listing Rule disclosure requirements.
The Managing Director and Chief Financial Officer are
responsible for monitoring the Company’s activities in
light of its continuous disclosure policy. The Company’s
continuous disclosure obligations are also reviewed as a
standing item on the agenda for each regular meeting
of the Board. Each Director is required at every such
meeting to confirm details of any matter within their
knowledge that might require disclosure to the market.
is
responsible
for all
The Company Secretary
communications with the ASX. All communications with
external stakeholders in respect of sensitive company
information are subject to the relevant safeguarding and
confidentiality procedures. These communications are
undertaken in light of continuous disclosure requirements
of the ASX and the broad principles of ensuring the
market is fully informed of price sensitive information.
The Charter is available on the Company’s website. PTB
Group complies with the Guidelines in these areas.
Principle 6 – Respect the rights of shareholders
Recommendation 6.1 and 6.2
The Board recognises the importance of this principle and
strives to communicate with shareholders both regularly
and clearly, both by electronic means and using more
traditional communication methods. Announcements
and reporting results are available on the Company’s
website. Shareholders are encouraged to attend and
participate at general meetings. The Company’s auditors
will always attend the annual general meeting and will
be available to answer shareholders’ questions. The
Company’s policies comply with the Guidelines in relation
to the rights of shareholders.
Principle 7 - Recognise and manage risks
Recommendation 7.1, 7.2 and 7.3
The Board is responsible for oversight of the Group’s
risk management and control
framework. The
ARM Committee assists the Board in fulfilling its
responsibilities in this regard by reviewing the financial
and reporting aspects of the Group’s risk management
and control framework. The Group has implemented a
policy framework included in the Corporate Governance
Charter, designed to ensure that the Group’s risks are
identified and that controls are adequate, in place, and
functioning effectively.
This framework
incorporates the maintenance of
comprehensive policies, procedures and guidelines that
encompass the Group’s activities. It addresses areas
such as, occupational health and safety, environmental
management, trade practices, IT disaster recovery and
business continuity planning. Responsibility for control
and risk management is delegated to the appropriate
level of management within the Group with the
Managing Director and Chief Financial Officer having
ultimate responsibility to the Board for the Group’s risk
management and internal control activities.
Arrangements put in place by the Board to monitor risk
management include:
■■
■■
■■
■■
Regular monthly reporting to the Board in respect
of operations and the financial position of the
Group;
Reports by the Chairman of the ARM Committee
and circulation to the Board of the minutes of
each meeting held by the ARM Committee;
Presentations made to the Board throughout
the year by appropriate members of the Group’s
independent
management
advisers, where necessary) on the nature of
particular risks and details of the measures which
are either in place or can be adopted to manage
or mitigate the risk; and
Any Director may request that operational and
project audits be undertaken by management.
(and/or
team
Prior to signing the Group’s annual financial statements,
PTB Group’s Managing Director and Chief Financial
Officer report in writing to the ARM Committee that:
■■
■■
■■
the
The Company’s financial reports are complete
and present a true and fair view, in all material
respects, of
financial condition and
operational results of the Company and Group,
and are in accordance with relevant accounting
standards;
The above statement is founded on a sound
system of
internal
compliance and control which implements the
policies adopted by the Board; and
The Company’s risk management and internal
compliance and control framework is operating
efficiently and effectively in all material respects.
risk management and
The Charter is available on the Company’s website. PTB
Group complies with the Guidelines in these areas.
25
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Corporate Governance Statement
for the year ended 30 June 2012 (Continued)
Principle 8 - Remunerate fairly and responsibly
Recommendations 8.1, 8.2, and 8.3
As detailed above, the Company has a Remuneration
committee to assist the Board and report to it on
issues relevant to remuneration
remuneration and
including those for senior
policies and practices
management and executive Directors. These policies
are included in the Company’s Corporate Governance
Charter and its current members are Harvey Parker and
Andrew Kemp.
Harvey Parker and Andrew Kemp are independent
Directors and its composition does not fully comply
with the recommendations in 8.1 of the ASX Corporate
Governance Guidelines as the Chairman is also Chairman
of the Board, and it has less than three members.
However, the Board believes these matters are
acceptable given the size of the Company, the nature
of its business and the commercial experience of the
members.
The Company’s polices relating to Directors’ and Senior
Executives’ remuneration are set out in the annual
report.
It is the Company’s objective to provide maximum
stakeholder benefit from the retention of a high quality
Board and executive team by remunerating Directors and
key executives fairly and appropriately with reference
to relevant employment market conditions. To assist
in achieving this objective, the nature and amount of
some components of executive Directors’ and officers’
emoluments are linked to the Company’s financial and
operational performance. The expected outcomes of
the remuneration structure are:
■■
■■
■■
Retention and motivation of key executives;
Attraction of quality management to the
Company; and
Performance incentives which allow executives
to share the rewards of the success of the Group.
In relation to the payment of bonuses and options, the
Board, having regard to the overall performance of PTB
Group and the performance of the employee during the
period, exercises discretion.
The Charter is available on the Company’s website and
the names and the number of meetings attended has
been disclosed in the Directors’ Report.
2
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Statement Of Comprehensive Income
for the year ended 30 June 2012
Revenue
Total Revenue
Cost of goods sold
Employee benefits expense
Depreciation and amortisation
Repairs and maintenance
Bad and doubtful debts
Finance costs
Net foreign exchange loss
Net loss on sale of property, plant and equipment
Other expenses
Total expenses
Profit before income tax expense
Income tax expense
Profit for the year attributable to the owners
of the parent entity
Other comprehensive income net of tax
Total comprehensive income for the year
attributable to the owners of the parent entity
Basic earnings per share
Diluted earnings per share
Note
2
2012
$’000
2011
$’000
32,275
32,275
31,347
31,347
(17,712)
(15,060)
(5,390)
(2,070)
(83)
(282)
(2,208)
163
150
(3,070)
(30,502)
1,773
(398)
1,375
-
1,375
Cents
4.27
4.27
(5,028)
(1,491)
(70)
120
(2,769)
(2,659)
(451)
(2,904)
(30,312)
1,035
(378)
657
-
657
Cents
2.04
2.04
3
4
21
21
The consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
27
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28
Statement Of Financial Position
as at 30 June 2012
Current Assets
Cash and cash equivalents
Trade and other receivables
Inventories
Derivative financial instruments
Other current assets
Total Current Assets
Non-Current Assets
Trade and other receivables
Inventories
Property, plant and equipment
Deferred tax assets
Intangible assets
Other non-current assets
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Borrowings
Current tax liabilities
Provisions
Other current liabilities
Total Current Liabilities
Non-Current Liabilities
Borrowings
Deferred tax liabilities
Provisions
Other non-current liabilities
Total Non-Current Liabilities
Total Liabilities
Net Assets
Equity
Issued Capital
Retained earnings
Total Equity
Note
20(a)
5
6
7
9
5
6
10
11
12
9
13
14
8
16
17
14
15
16
17
18
2012
$’000
2011
$’000
1,354
6,627
12,355
-
257
670
4,819
13,140
13
529
20,593
19,171
12,111
6,072
33,517
2,112
4,334
3
58,149
78,742
4,792
7,457
-
849
1,714
14,812
14,687
3,357
64
1,247
19,355
34,167
44,575
28,973
15,602
44,575
10,523
7,206
34,827
1,589
4,334
47
58,526
77,697
4,163
14,832
41
702
985
20,723
10,832
2,435
163
344
13,774
34,497
43,200
28,973
14,227
43,200
The consolidated statement of financial position should be read in conjunction with the accompanying notes.
2
1
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2
T
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U
N
N
A
S
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I
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L
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N
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Statement Of Changes In Equity
for the year ended 30 June 2012
Issued Capital
Note
Share
Capital
Other
Equity
Securities
Total
Issued
Capital
Reserves
Share
Based
Payments
Retained
Earnings
Total
Equity
$’000
$’000
$’000
$’000
$’000
$’000
28,790
183
28,973
283
13,287
42,543
-
-
-
-
-
-
-
-
-
-
-
-
657
-
657
-
657
657
Balance at 1 July 2010
Total comprehensive income:
Profit for the year
Other comprehensive income
Total comprehensive income
for the year
Transactions with owners in
their capacity as owners:
Employee share options expense
-
-
-
(283)
283
-
Balance at 30 June 2011
28,790
183
28,973
-
14,227
43,200
Balance at 1 July 2011
28,790
183
28,973
-
14,227
43,200
Total comprehensive income:
Profit for the year
-
-
-
-
1,375
1,375
Other comprehensive income
Total comprehensive income for
the year
-
-
-
-
-
-
-
-
-
-
-
-
Balance as at 30 June 2012
28,790
183
28,973
-
15,602
44,575
The consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
29
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30
Statement Of Cashflows
for the year ended 30 June 2012
2012
Note
$’000
2011
$’000
Cash Flow From Operating Activities
Cash receipts from customers (inclusive of goods & services tax)
29,468
34,110
Cash payments to suppliers and employees
(inclusive of goods & services tax)
Interest received
Finance costs
Income tax (paid)/ refund
Net cash provided by/(used in) operating activities
20(b)
Cash Flow From Investing Activities
Payments for property, plant and equipment
Proceeds on disposal of property, plant and equipment
Net cash (used in)/ provided by investing activities
Cash Flow From Financing Activities
Proceeds from borrowings raised
Repayment of borrowings
Repayment of lease liabilities
Net cash used in financing activities
Net increase/(decrease) in cash and cash equivalents held
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
20(a)
(23,797)
(31,502)
1,952
(2,208)
(2)
5,413
(2,616)
1,472
(1,144)
10,615
(13,968)
(167)
(3,520)
749
(603)
146
1,974
(2,769)
266
2,079
(354)
1,955
1,601
5,308
(9,657)
(156)
(4,505)
(825)
222
(603)
The consolidated statement of cash flows should be read in conjunction with the accompanying notes.
2
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Notes to the Financial Statements
for the year ended 30 June 2012
1.
Summary of Significant
Accounting Policies
The principal accounting policies adopted
in the
preparation of the financial report are set out below.
These policies have been consistently applied to all the
years presented, unless otherwise stated. The financial
report includes the financial statements for PTB Group
Limited as the consolidated entity consisting of PTB
Group Limited and its subsidiaries.
(a) Basis of preparation
This general purpose financial report has been prepared
in accordance with Australian Accounting Standards,
other authoritative pronouncements of the Australian
Accounting Standards Board, Urgent
Issues Group
Interpretations and the Corporations Act 2001. This
Report was authorised by the Board of Directors for
issue on 23 August 2012.
The consolidated financial statements and notes of
PTB Group Limited comply with International Financial
Reporting Standards (IFRS).
Historical cost convention
These financial statements have been prepared under the
historical cost convention, as modified by the revaluation
of available-for-sale financial assets, financial assets and
liabilities (including derivative instruments) at fair value
through the statement of comprehensive income, and
certain classes of property, plant and equipment.
Critical accounting estimates
The preparation of financial statements in conformity
with AIFRS requires the use of certain critical accounting
estimates. It also requires management to exercise
its judgement in the process of applying the Group’s
accounting policies. The areas involving a higher degree
of judgement or complexity, or areas where assumptions
and estimates are significant to the financial statements
are disclosed in note 1(ad).
(b) Principles of consolidation
The consolidated financial statements incorporate the
assets and liabilities of all subsidiaries of PTB Group
Limited (“company” or “parent entity”) as at 30 June
2012 and the results of all subsidiaries for the year then
ended. PTB Group Limited and its subsidiaries together
are referred to in this financial report as the Group or
the consolidated entity. For details of the subsidiaries
refer note 29.
Subsidiaries are all those entities over which the Group
has the power to control the financial and operating
policies, generally accompanying a shareholding of
more than one-half of the voting rights. The existence
and effect of potential voting rights that are currently
exercisable or convertible are considered when assessing
whether the Group controls another entity.
Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are de-
consolidated from the date that control ceases.
The acquisition method of accounting is used to account
for business combinations by the Group (refer note 1(i)).
Intercompany transactions, balances and unrealised
gains on transactions between Group companies are
eliminated. Unrealised losses are also eliminated unless
the transaction provides evidence of the impairment of
the asset transferred. Accounting policies of subsidiaries
have been changed where necessary to ensure
consistency with the policies adopted by the Group.
(c) Segment reporting
Operating segments are reported in a manner consistent
with the internal reporting provided to the chief
operating decision maker. The chief operating decision
maker, who is responsible for allocating resources and
assessing performance of the operating segments, has
been identified as the Executive Directors.
(d)
Foreign currency translation
(i)
Functional and presentation currency
Items included in the financial statements of each of
the Group’s entities are measured using the currency of
the primary economic environment in which the entity
operates (‘the functional currency’). The consolidated
financial statements are presented in Australian dollars,
which is PTB Group Limited’s functional and presentation
currency.
(ii)
Transactions and balances
Foreign currency transactions are translated into the
functional currency using the exchange rates prevailing
at the dates of the transactions. Foreign exchange
gains and losses resulting from the settlement of
such transactions and from the translation at year-
end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in
the statement of comprehensive income, except when
deferred in equity as qualifying cash flow hedges and
qualifying net investment hedges, or are attributable to
part of the net investment in a foreign operation.
31
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Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
1.
Summary of Significant
Accounting Policies (continued)
(d)
Foreign currency translation
(continued)
Non-monetary items that are measured at fair value in
a foreign currency are translated using the exchange
rates at the date when the fair value was determined.
Translation differences on assets and liabilities carried
at fair value are reported as part of the fair value gain
or loss. Translation differences on non-monetary assets
and liabilities such as equities held at fair value through
the statement of comprehensive income are recognised
in the statement as part of the fair value gain or loss.
Translation differences on non-monetary financial assets
such as equities classified as available-for-sale financial
assets are included in the fair value reserve in equity.
(iii)
Group companies
The results and financial position of all the Group entities
(none of which has the currency of a hyperinflationary
economy) that have a functional currency different
from the presentation currency are translated into the
presentation currency as follows:
■■
■■
■■
Assets and liabilities for each statement of
financial position presented are translated at
the closing rate at the date of that statement of
financial position;
Income and expenses for each statement of
comprehensive income are translated at average
exchange rates (unless this is not a reasonable
approximation of the cumulative effect of the
rates prevailing on the transaction dates, in which
case income and expenses are translated at the
dates of the transactions); and
All resulting exchange differences are recognised
in other comprehensive income.
On consolidation, exchange differences arising from the
translation of any net investment in foreign entities, and
of borrowings and other financial instruments designated
as hedges of such investments, are recognised in other
comprehensive income. When a foreign operation
is sold or any borrowings forming part of the net
investment are repaid, a proportionate share of such
exchange differences are recognised in the statement of
comprehensive income statement, as part of the gain or
loss on sale where applicable.
(e) Revenue recognition
Revenue
is measured at the fair value of the
consideration received or receivable. Amounts disclosed
as revenue are net of returns, trade allowances, rebates,
and amounts collected on behalf of third parties.
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The Group recognises revenue when the amount of
revenue can be reliably measured, it is probable that
future economic benefits will flow to the entity and
specific criteria have been met for each of the Group’s
activities as described below. The Group bases its
estimates on historical results, taking into consideration
the type of customer, the type of transaction and the
specifics of each arrangement. The amount of revenue
is not considered to be reliably measurable until all
contingencies relating to the sale have been resolved.
Revenue is recognised for the major business activities
as follows:
■■
■■
■■
■■
■■
Revenue from the sale of goods is recognised when
persuasive evidence exists that the significant
risks and rewards of ownership of the goods have
passed to the buyer, the consideration can be
measured reliably and collectability is probable.
Risks and rewards are considered passed to the
buyer at time of delivery to customer or where
an executed sales agreement, or an arrangement
exists, indicating there has been a transfer of the
risks and rewards to the customer, the goods are
complete and available to be despatched;
Revenue from repairs is recognised at the time
the service is performed;
Revenue from sale of goods and provision
of services under maintenance contracts
is
recognised in accordance with the stage of
completion method unless the outcome of the
contract cannot be reliably estimated. When
the outcome of the contract cannot be reliably
estimated, contract costs are recognised as an
expense as incurred, and where it is probable that
costs will be recovered, revenue is recognised to
the extent of costs incurred;
Interest on extended credit receivables (under
hire purchase agreements)
recognised
progressively by the Group over the hire purchase
term to achieve a constant periodic rate of return
on the carrying amount of the receivable (being
the Group’s net investment in the hire purchase
arrangement);
recognised on a basis
Rental
representative of the time pattern in which
the benefit of use derived from the asset
is diminished. For engines rental, income is
recognised based on an hourly rate and hours of
usage. For aircraft rental, income is recognised
on a straight-line basis over the lease term; and
income
is
is
(f) Unearned revenue
Unearned revenue includes amounts received in advance
from customers. Such amounts are recorded as revenue
in the statement of comprehensive income when the
above revenue recognition criteria are met.
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
(g)
Income tax
The income tax expense or revenue for the year is the
tax payable on the current year’s taxable income based
on the national income tax rate for each jurisdiction
adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences and to unused tax
losses.
Deferred tax assets and liabilities are recognised for
temporary differences at the tax rates expected to
apply when the assets are recovered or liabilities are
settled, based on those tax rates which are enacted or
substantively enacted for each jurisdiction. The relevant
tax rates are applied to the cumulative amounts of
deductible and taxable temporary differences to measure
the deferred tax asset or liability. An exception is made
for certain temporary differences arising from the initial
recognition of an asset or a liability. No deferred tax asset
or liability is recognised in relation to these temporary
differences if they arose in a transaction, other than a
business combination, that at the time of the transaction
did not affect either accounting profit or taxable profit
or loss.
Deferred tax assets are recognised for deductible
temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to
utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for
temporary differences between the carrying amount and
tax bases of investments in controlled entities where the
parent entity is able to control the timing of the reversal
of the temporary differences and it is probable that the
differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there
is a legally enforceable right to offset current tax assets
and liabilities and when the deferred tax balances relate
to the same taxation authority. Current tax assets and
tax liabilities are offset where the entity has a legally
enforceable right to offset and intends either to settle on
a net basis, or to realise the asset and settle the liability
simultaneously.
Current and deferred tax is recognised in profit or loss,
except to the extent that it relates to items recognised in
other comprehensive income or directly in equity. In this
case, the tax is also recognised in other comprehensive
income or directly in equity respectively.
Tax consolidation legislation
PTB Group Limited and its wholly-owned Australian
controlled entities have
tax
consolidation legislation effective 1 July 2008. The head
entity, PTB Group Limited, and the controlled entities in
implemented
the
the tax consolidated group account for their own current
and deferred tax amounts. These tax amounts are
measured as if each entity in the tax consolidated group
continues to be a stand alone taxpayer in its own right.
In addition to its own current and deferred tax amounts,
PTB Group Limited also recognises the current tax
liabilities (or assets) and the deferred tax assets arising
from unused tax losses and unused tax credits assumed
from controlled entities in the tax consolidated group.
Assets or liabilities arising under tax funding agreements
with the tax consolidated entities are recognised as
amounts receivable from, or payable to, other entities in
the Group.
Any difference between the amounts assumed and
amounts receivable or payable under the tax funding
agreement are recognised as a contribution to (or
distribution from) wholly-owned tax consolidated
entities. PTB Group limited may also require payment of
interim funding amounts to assist with its obligations to
pay tax instalments. The funding amounts are recognised
as current intercompany receivables or payables.
(h) Leased assets
Leases are classified as finance leases whenever the
terms of the lease transfer substantially all the risks and
rewards of ownership to the lessee. All other leases are
classified as operating leases.
As lessor
Amounts due from lessees under finance leases are
recorded as receivables. Finance lease receivables are
initially recognised at amounts equal to the net investment
in the lease. Finance lease payments receivable are
allocated between interest revenue and reduction of
the lease receivable over the term of the lease in order
to reflect a constant periodic rate of return on the net
investment outstanding in respect of the lease.
For operating leases, the leased asset (rental engines
and aircraft) is classified as a non-current asset and
depreciated in accordance with the depreciation policy
set out in note 1(q). Rental income from operating leases
is recognised as set out in note 1(e).
As lessee
Assets held under finance leases are initially recognised
at their fair value or, if lower, at amounts equal to present
value of the minimum lease payments, each determined
at the inception of the lease. The corresponding liability
to the lessor is included in the statement of financial
position as a finance lease obligation, net of finance
charges.
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Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
1.
Summary of Significant
Accounting Policies (continued)
(h) Leased assets (continued)
Lease payments are apportioned between finance
charges and reduction of the lease obligation so as to
achieve a constant rate of interest on the remaining
balance of the liability. Finance charges are charged
directly against
income, unless they are directly
attributable to qualifying assets, in which case they are
capitalised in accordance with the consolidated entity’s
general policy on borrowing costs. Refer to note 1(u).
Finance leased assets are amortised on a diminishing
value basis over the estimated useful life of the asset.
Refer note 1(q).
Operating lease payments are recognised as an expense
on a straight-line basis over the lease term, except
where another systematic basis is more representative
of the time pattern in which economic benefits from the
leased asset are consumed.
is deferred, the amounts payable in the future are
discounted to their present value as at the date of
exchange. The discount rate used is the entity’s
incremental borrowing rate, being the rate at which a
similar borrowing could be obtained from an independent
financier under comparable terms and conditions.
(j)
Impairment of assets
Goodwill and intangible assets that have an indefinite
useful life are not subject to amortisation and are tested
annually for impairment or more frequently if events or
changes in circumstances indicate that they might be
impaired. Other assets are reviewed for impairment
whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An
impairment loss is recognised for the amount by which
the asset’s carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an
asset’s fair value less costs to sell and value in use. For the
purposes of assessing impairment, assets are grouped
at the lowest levels for which there are separately
identifiable cash inflows (cash generating units).
(i) Business combinations
(k) Cash and cash equivalents
issued or
The acquisition method of accounting is used to account
for all business combinations regardless of whether
equity
instruments or other assets are acquired.
The consideration transferred for the acquisition of
a subsidiary comprises the fair value of the assets
liabilities
instruments
transferred, equity
incurred or assumed at the date of exchange. The
consideration transferred also includes the fair value
of any contingent consideration arrangement and the
fair value of any pre-existing equity interest in the
subsidiary. Acquisition-related costs are expensed as
incurred. Identifiable assets acquired and liabilities and
contingent liabilities assumed in a business combination
are, with limited exceptions, measured initially at their
fair values at the acquisition date. On an acquisition-
by-acquisition basis, the Group recognises any non-
controlling interest in the acquiree either at fair value or
at the non-controlling interest’s proportionate share of
the acquiree’s net identifiable assets.
The excess of the consideration transferred, the amount
of any non-controlling interest in the acquiree, and
the acquisition-date fair value of any previous equity
interest in the acquiree over the fair value of the Group’s
share of the net identifiable assets acquired is recorded
as goodwill. If those amounts are less than the fair value
of the net identifiable assets of the subsidiary acquired
and the measurement of all amounts has been reviewed,
the difference is recognised directly in profit and loss as
a bargain purchase.
Where settlement of any part of cash consideration
For the purpose of presentation in the statement of
cash flows, cash and cash equivalents includes cash on
hand, deposits held at call with financial institutions,
other short-term, highly liquid investments with original
maturities of three months or less that are readily
convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value, and
bank overdrafts. Bank overdrafts are shown within
borrowings in current liabilities on the statement of
financial position.
(l)
Trade and other receivables
Trade and other receivables are recognised initially at
fair value and subsequently measured at amortised cost
using the effective interest method, less provision for
impairment. Trade receivables are due for settlement in
30 to 90 days.
Collectability of receivables is reviewed on an ongoing
basis. Debts which are known to be uncollectible are
written off by reducing the carrying amount directly.
A provision for impairment is established when there
is objective evidence that the Group will not be able to
collect all amounts due according to the original terms of
receivables. The amount of the provision is the difference
between the asset’s carrying amount and the present
value of estimated future cash flows, discounted at
the original effective interest rate. The amount of the
provision is recognised in the statement of comprehensive
income. Cashflows relating to short-term receivables are
not discounted if the effect of discounting is immaterial.
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Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
(m)
Inventories
Fair value estimation
The fair value of financial assets and financial liabilities
must be estimated for recognition and measurement or
for disclosure purposes.
The fair value of financial instruments traded in active
markets (such as publicly traded derivatives, and trading
and available-for-sale securities) is based on quoted
market prices at the reporting date. The quoted market
price used for financial assets held by the Group is the
current bid price; the appropriate quoted market price
for financial liabilities is the current ask price.
The fair value of financial instruments that are not
traded in an active market is determined using valuation
techniques. The Group uses a variety of methods and
makes assumptions that are based on market conditions
existing at each reporting date. Quoted market prices or
dealer quotes for similar instruments are used for long-
term debt instruments held. Other techniques, such as
estimated discounted cash flows, are used to determine
fair value for the remaining financial instruments.
The nominal value less estimated credit adjustments
of trade receivables and payables are assumed to
approximate their fair values due to their short-term
nature. The fair value of financial liabilities for disclosure
purposes
is estimated by discounting the future
contractual cash flows at the current market interest
rate that is available to the Group for similar financial
instruments.
(o) Leasehold improvements
The cost of improvements to or on leasehold properties
is amortised over the unexpired period of the lease or
the estimated useful life of the improvement to the
Group, whichever is the shorter. Refer note 1(q).
Raw materials, work in progress, and finished goods
Inventories are stated at the lower of cost and net
realisable value. Costs are assigned to individual items
of stock by specific identification. Net realisable value
is the estimated selling price in the ordinary course of
business less the estimated costs of completion and the
estimated costs necessary to make the sale.
Inventories are classified as non-current assets if the
asset is expected to be realised in a period greater than
twelve months from balance date.
(n) Other financial assets
its financial assets
The Group classifies
in the
following categories: financial assets at fair value
through statement of comprehensive income, loans
and receivables, held-to-maturity investments, and
available-for-sale financial assets. The classification
depends on the purpose for which the investments were
acquired. Management determines the classification of
its investments at initial recognition and re-evaluates
this designation at each reporting date.
The Group has no financial assets at fair value through
financial position, held-to-maturity
statement of
investments or available-for-sale financial assets.
Loans and receivables
Loans and receivables are non-derivative financial assets
with fixed or determinable payments that are not quoted
in an active market. They arise when the Group provides
money, goods or services directly to a debtor with no
intention of selling the receivable. They are included in
current assets, except for those with maturities greater
than 12 months after the balance date which are
classified as non-current assets. Loans and receivables
are included in trade and other receivables in the
statement of financial position.
Loans and receivables are initially recognised at fair
value plus transaction costs and subsequently carried at
amortised cost using the effective interest method.
The Group assesses at each balance date whether there
is objective evidence that a financial asset or group of
financial assets is impaired. Losses are recognised in the
statement of comprehensive income and reflected in
an allowance account. When an event occurring after
the impairment was recognised causes the amount
of the impairment loss to decrease the decrease in
impairment loss is reversed through the statement
of comprehensive income. When the Directors are of
the view that collection is no longer possible and the
recovery action has ceased the amount in the allowance
account is offset against the loan or receivable.
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Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
1.
Summary of Significant
Accounting Policies (continued)
portion is recognised in the statement of comprehensive
income within ‘other income’ or ‘other expenses’.
(p) Derivatives and hedging activities
Derivatives are initially recognised at fair value on
the date a derivative contract is entered into and are
subsequently remeasured to their fair value at each
reporting date. The accounting for subsequent changes
in fair value depends on whether the derivative is
designated as a hedging instrument, and if so, the nature
of the item being hedged. The Group designates certain
derivatives as either:
■■
■■
■■
Hedges of the fair value of recognised assets
and liabilities or a firm commitment (fair value
hedges);
Hedges of the cashflows of recognised assets
and
liabilities and highly probable forecast
transactions (cashflow hedges); or
Hedges of a net investment in a foreign operation
(net investment hedges).
inception of the hedging transaction the
At the
Group documents the relationship between hedging
instruments and hedged items, as well as its risk
management objective and strategy for undertaking
various hedge transactions. The Group also documents
its assessment, both at hedge inception and on an
ongoing basis, of whether the derivatives that are used
in hedging transactions have been and will continue to
be highly effective in offsetting changes in fair values or
cashflows of hedged items.
The fair values of various derivative financial instruments
used for hedging purposes are disclosed in note 7.
Movements in the hedging reserve in shareholders’
equity are shown in note 19. The full fair value of a
hedging derivative is classified as a non-current asset
or liability when the remaining maturity of the hedged
item is more than 12 months. If the remaining maturity
of the hedged item is less than 12 months it is classified
as a current asset or liability. Trading derivatives are
classified as a current asset or liability.
Fair value hedge
Changes in the fair value of derivatives that are
designated and qualify as fair value hedges are recorded
in the statement of comprehensive income, together
with any changes in the fair value of the hedged asset or
liability that are attributable to the hedged risk. The gain
or loss relating to the effective portion of interest rate
swaps hedging fixed rate borrowings is recognised in
the statement of comprehensive income within ‘finance
costs’, together with changes in the fair value of the
hedged fixed rate borrowings attributable to interest
rate risk. The gain or loss relating to the ineffective
If the hedge no longer meets the criteria for hedge
accounting, the adjustment to the carrying amount of
a hedged item for which the effective interest method
is used is amortised to the statement of comprehensive
income over the period to maturity using a recalculated
effective interest rate.
Cashflow hedge
The effective portion of changes in the fair value of
derivatives that are designated and qualify as cashflow
hedges is recognised in the statement of comprehensive
income and in the hedging reserve in equity. The gain
or loss relating to the ineffective portion is recognised
immediately in the statement of comprehensive income
within ‘other income’ or ‘other expense’.
Amounts accumulated in equity are recycled in the
statement of comprehensive income in the periods
when the hedged item affects profit or loss. The gain
or loss relating to the effective portion of interest rate
swaps hedging variable rate borrowings is recognised in
the statement of comprehensive income within ‘finance
costs’. The gain or loss relating to the effective portion
of forward foreign exchange contracts hedging export
sales is recognised in the statement of comprehensive
income within ‘sales’.
However when the forecast transaction that is hedged
results in the recognition of a non-financial asset
the gains and losses previously deferred in equity
are transferred from equity and included in the initial
measurement of the cost of the asset. The deferred
amounts are ultimately recognised in the statement of
comprehensive income as costs of goods sold in the case
of inventory, or as depreciation in the case of property,
plant and equipment.
When a hedging instrument expires or is sold or
terminated, or when a hedge no longer meets the
criteria for hedge accounting, any cumulative gain or
loss existing in equity at that time remains in equity and
is recognised when the forecast transaction is ultimately
recognised in the statement of comprehensive income.
When a forecast transaction is no longer expected to
occur, the cumulative gain or loss that was reported in
equity is immediately transferred to the statement of
comprehensive income.
Net investment hedges
investments
Hedges of net
in foreign operations
are accounted for similarly to cashflow hedges. Any
gain or loss on the hedging instrument relating to the
effective portion of the hedges is recognised in other
comprehensive income and accumulated reserves in
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Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
equity. The gain or loss relating to the ineffective
portion is recognised immediately in the statement of
comprehensive income, within ‘other income’ or ‘other
expense’. Gains or losses accumulated in equity are
included in the statement of comprehensive income
when the foreign operation is partially disposed of or
sold.
Derivatives that do not qualify for hedge
accounting
instruments do not qualify for
Certain derivative
hedge accounting. Changes in the fair value of any
derivative instrument that does not qualify for hedge
accounting are recognised immediately in the statement
of comprehensive income and are included in ‘other
income’ or ‘other expenses’.
(q) Property, plant and equipment
Property, plant and equipment is stated at historical
cost less accumulated depreciation. Historical cost
includes expenditure that is directly attributable to the
acquisition of the items. Cost may also include transfers
from equity of any gains/losses on qualifying cashflow
hedges of foreign currency purchases of property, plant
and equipment.
Subsequent costs are included in the asset’s carrying
amount or recognised as a separate asset, as appropriate,
The estimated useful lives are as follows:
only when it is probable that future economic benefits
associated with the item will flow to the Group and the
cost of the item can be measured reliably. All other
repairs and maintenance are charged to the statement
of comprehensive income during the financial period in
which they are incurred.
Increases in the carrying amounts arising on revaluation
of land and buildings are credited, net of tax, in other
comprehensive income and to the revaluation reserve
in shareholders’ equity. To the extent that the increase
reverses a decrease previously recognised as a loss, the
increase is first recognised in the income statement.
Decreases that reverse previous increases of the same
asset are first recognised in other comprehensive income
to the extent of the remaining surplus attributable to the
asset, all other decreases are to profit or loss.
Land is not depreciated. Depreciation on other assets is
generally calculated on a straight-line (SL) or diminishing
value (DV) basis so as to allocate the cost, net of residual
values, of each item of property, plant and equipment
(excluding land and rental engines) over its estimated
useful life to the Group. For rental engines, depreciation
is based on the estimated operating hours. The line item
in the statement of comprehensive income in which the
depreciation and amortisation of property, plant and
equipment is included is ‘depreciation and amortisation’.
Class
Buildings
Leasehold improvements
Leasehold improvements - leased
Plant and equipment
Plant and equipment – leased
Rental engines
Airframes
Life
40 years
5 years
6 years
3 - 10 years
6 - 8 years
Basis
SL
SL
SL
DV
DV
5,500 - 7,000 hours
Actual hours as a proportion of
estimated total operating hours
15-20 years
SL
Certain items of plant and equipment, primarily rental
engines, are required to be overhauled on a regular basis.
This is managed as part of an ongoing major cyclical
maintenance program. The costs of this maintenance
are charged as expenses as incurred, except where they
relate to the replacement of a component of an asset, in
which case the costs are capitalised and depreciated in
accordance with the above. The carrying amount of the
replaced part is derecognised. Other routine operating
maintenance, repair and minor renewal costs are also
charged as expenses as incurred.
The assets’ residual values and useful lives are reviewed,
and adjusted if appropriate, at each balance date.
An asset’s carrying amount is written down immediately
to its recoverable amount if the asset’s carrying amount
is greater than its estimated recoverable amount (note
1 (j)).
Gains and losses on disposals are determined by
comparing proceeds with carrying amount. These are
included in the statement of comprehensive income.
When re-valued assets are sold, it is Group policy to
transfer the amounts included in revaluation reserves in
respect of those assets to retained earnings.
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Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
1.
Summary of Significant
Accounting Policies (continued)
(r)
Intangibles
Goodwill
Goodwill represents the excess of the cost of an
acquisition over the fair value of the Group’s share of
the net identifiable assets of the acquired subsidiary at
the date of the acquisition. Goodwill on acquisitions of
subsidiaries is included in intangible assets. Goodwill
is not amortised. Instead it is tested for impairment
annually or more frequently if events or changes in
circumstances indicate that it might be impaired, and
is carried at cost less accumulated impairment losses.
Gains and losses on the disposal of an entity include the
carrying amount of goodwill relating to the entity sold.
Goodwill is allocated to the cash generating units for
the purpose of impairment testing. The allocation is
made to those cash-generating units or groups of cash-
generating units that are expected to benefit from
the business combination in which the goodwill arose,
identified according to operating segments (note 27).
Computer software
Costs incurred in acquiring software and licenses that
will contribute to future period financial benefits through
revenue generation and/or cost reduction are capitalised
to software and systems. Costs capitalised include
external direct costs of materials and service, direct
payroll and payroll related costs of employees’ time spent
on the project. Computer software has a finite life and
is carried at cost less any accumulated amortisation and
any impairment losses. Computer software is amortised
on a straight-line basis over its estimated useful life of 7
years. The line item in the statement of comprehensive
income in which the amortisation of computer software
is included is ‘depreciation and amortisation’ expense.
(s) Trade and other payables
Trade and other payables are recognised initially at fair
value and subsequently measured at amortised cost.
These amounts represent liabilities for goods and services
provided to the Group prior to the end of the financial
year which are unpaid. The amounts are unsecured and
are usually paid within 30 days of recognition.
(t) Borrowings
Borrowings are initially recognised at fair value, net of
transaction costs incurred. Borrowings are subsequently
measured at amortised cost. Any difference between
the proceeds (net of transaction costs) and the
redemption amount is recognised in the statement
of comprehensive income over the period of the
borrowings using the effective interest method. Fees
paid on the establishment of loan facilities, which are
not an incremental cost relating to the actual draw-
down of the facility, are recognised as prepayments and
amortised on a straight-line basis over the term of the
facility.
The fair value of the liability portion of a note (with
an attached option to convert into ordinary shares) is
determined using a market interest rate for an equivalent
non-convertible note. This amount is recorded as a
liability on an amortised cost basis until extinguished on
conversion or maturity of the note. The remainder of
the proceeds is allocated to the conversion option. This
is recognised and included in shareholders’ equity, net of
income tax effects.
Borrowings are removed from the statement of financial
position when the obligation specified in the contract
is discharged, cancelled or expired. The difference
between the carrying amount of a financial liability that
has been extinguished or transferred to another party
and the consideration paid, including any non-cash
assets transferred or liabilities assumed, is recognised in
‘other income’ or ‘other expense’.
Borrowings are classified as current liabilities unless the
Group has an unconditional right to defer settlement of
the liability for at least 12 months after the balance date.
(u) Borrowing costs
Borrowing costs incurred for the construction of any
qualifying asset are capitalised during the period of
time that is required to complete and prepare the asset
for its intended use or sale. Other borrowing costs are
expensed. The amount of borrowing costs capitalised
is determined as the actual borrowing costs incurred
as funds are borrowed specifically for the purpose of
obtaining a qualifying asset.
(v) Employee benefits
Wages and salaries, annual leave and sick leave
including non-
Liabilities for wages and salaries,
monetary benefits, annual
leave and accumulating
sick leave expected to be settled within 12 months
of the reporting date are recognised in the employee
benefits provision in respect of employees’ services up
to the reporting date and are measured at the amounts
expected to be paid when the liabilities are settled. The
liability for annual leave and accumulating sick leave is
recognised in the provision for employee benefits. All
other short-term employee benefit obligations are
presented as payables.
2
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Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
Long service leave
The liability for long service leave is recognised in the
employee benefits provision and 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 market yields at the
reporting date on national government bonds with
terms to maturity and currency that match, as closely as
possible, the estimated future cash outflows.
Superannuation
The Group makes contributions to defined contribution
superannuation funds. Contributions are recognised
as an expense as they become payable. Prepaid
contributions are recognised as an asset to the extent
that a cash refund or a reduction in the future payments
is available.
Share-based payments
Sharebased compensation benefits are provided to
employees via the PTB Group Limited Employee Share
Option Scheme as detailed in note 23.
The fair value of options granted under the PTB Group
Limited Employee Share Option Scheme is recognised
as an employee benefit expense with a corresponding
increase in equity. The fair value is measured at grant
date and recognised over the period during which the
employees become unconditionally entitled to the
options.
The fair value at grant date is determined using a
Binomial option pricing model that takes into account
the exercise price, the term of the option, the share
price at grant date and expected price volatility of the
underlying share, the expected dividend yield and the
riskfree interest rate for the term of the option.
The fair value of the options granted excludes the impact
of any nonmarket vesting conditions (for example,
profitability and sales growth targets and performance
and service criteria). Nonmarket vesting conditions are
included in assumptions about the number of options
that are expected to become exercisable. At each balance
sheet date, the entity revises its estimate of the number
of options that are expected to become exercisable. The
employee benefit expense recognised each period takes
into account the most recent estimate.
Profit sharing and bonus plans
The Group recognises a liability and an expense for
bonuses and profit sharing based on a formula that
takes into consideration the profit attributable to the
company’s shareholders after certain adjustments.
The Group recognises a provision where contractually
obliged or where there is a past practice that has created
a constructive obligation.
(w) Provisions
Provisions for service warranties and make good
obligations are recognised when the Group has a present
legal or constructive obligation as a result of past
events, it is probable that an outflow of resources will
be required to settle the obligation and the amount has
been reliably estimated.
Provisions are measured at the present value of
management’s best estimate of the expenditure
required to settle the present obligation at the reporting
date. The discount rate used to determine the present
value reflects current market assessments of the time
value of money and the risks specific to the liability.
(x) Contributed equity
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue
of new shares or options are shown in equity as a
deduction, net of tax, from proceeds.
(y) Dividends
Provision is made for the amount of any dividend
declared, being appropriately authorised and no longer
at the discretion of the entity, on or before the end of
the year but not distributed at balance date.
(z) Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the
profit attributable to equity holders of the company,
excluding any costs of servicing equity other than
ordinary shares, by the weighted average number of
ordinary shares outstanding during the year, adjusted
for bonus elements in ordinary shares issued during the
year.
Diluted earnings per share
Diluted 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 that would have been outstanding assuming the
conversion of all dilutive potential ordinary shares.
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N
T
R
O
L
L
E
D
E
N
T
I
T
I
E
S
40
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
1.
Summary of Significant
Accounting Policies (continued)
(ad) Critical accounting estimates
and judgements
(aa) Goods and services tax
Revenues, expenses and assets are recognised net of
the amount of goods and services tax (GST), except:
■■
■■ Where the amount of GST incurred is not
recoverable from the taxation authority, it is
recognised as part of the cost of acquisition of an
asset or as part of an item of expense;
For
receivables and payables which are
recognised inclusive of GST. The net amounts of
GST recoverable from, or payable to, the taxation
authority is included as part of receivables or
payables; or
Cash flows are presented on a gross basis and
the GST components of cash flows arising
from investing or financing activities which are
recoverable from, or payable to the taxation
authority, are presented as operating cash flows.
■■
(ab) Rounding of amounts
The company is of a kind referred to in class order
98/100,
issued by the Australian Securities and
Investments Commission, relating to the “rounding
off” of amounts in the financial statements. Amounts
in the financial statements have been rounded off in
accordance with that class order to the nearest thousand
dollars, or in certain cases, the nearest dollar.
(ac) General
PTB Group Limited is a public company limited by shares,
incorporated and domiciled in Australia. Listed below is
the registered office, principal place of business, and its
principal administrative office:
22 Orient Avenue
Pinkenba QLD 4007
2
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
S
E
I
T
I
T
N
E
D
E
L
L
O
R
T
N
O
C
D
N
A
D
E
T
I
M
L
P
U
O
R
G
B
T
P
I
The Group evaluates estimates and
judgements
incorporated into the financial report based on historical
knowledge and best available current
information.
Estimates assume a reasonable expectation of future
events and are based on current trends and economic
data, obtained both externally and within the company.
Key estimates and judgements impacting the financial
statements are as follows:
Impairment
The Group tests annually whether goodwill has suffered
any impairment in accordance with the accounting policy
stated in note 1(j). The recoverable amounts of cash-
generating units have been determined based on value-
in-use calculations. These calculations require the use
of assumptions. Refer to note 12 for details of these
assumptions and the potential impact of changes to the
assumptions.
Long Service Leave (LSL)
The Group estimates the pattern and LSL taken based
on history and utilises management’s judgement in
determining the cash flow estimates of payments of
LSL. These estimates are then utilised to determine the
NPV of these expect LSL payments and the adequacy of
the provision.
Hire Purchase Receivables
judgement
Management applies
in assessing the
recoverability of its hire purchase receivables The
Group assesses both the current payment performance
and operational knowledge of the debtor’s business
operation as the Group is in regular contact with the
debtor as it is responsible for undertaking scheduled
engine maintenance and is a supplier of spare parts for
the aircraft under lease to the LT HP debtors maintenance
department.
(ae) New accounting standards
and interpretations
Accounting Standards not Previously Applied
The Group has adopted the following new and revised
Australian Accounting Standards issued by the AASB
which have mandatory application to the current period.
Disclosures required by these Standards that are deemed
material have been included in this financial report on
the basis that they represent a significant change in
information from that previously made available.
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
New standards and interpretations not yet adopted
The following standards, amendments to standards and
interpretations have been identified as those which may
impact the entity in the period of initial application. They
are available for early adoption at 30 June 2012, but
have not been applied in preparing this financial report:
(iii) AASB 11 Joint operations or joint ventures
(effective from 1 January 2013) replaces AASB
131 Interests in Joint Ventures (July 2004)
and SIC-13 Jointly Controlled Entities – Non-
monetary Contributions by Venturers (July
2004).
(i) AASB 9 Financial Instruments, AASB 2009-
11 Amendments to Australian Accounting
Standards arising from AASB 9 and AASB
2010-7 Amendments to Australian Accounting
Standards arising from AASB 9 (December
2010) (effective from 1 January 2013) AASB 9
Financial Instruments addresses the classification,
measurement and derecognition of financial
assets and financial liabilities.
The standard is not applicable until 1 July
2013 but is available for early adoption. When
adopted, the standard will affect in particular
the group’s accounting for its available-for-sale
financial assets, since AASB 9 only permits the
recognition of fair value gains and losses in other
comprehensive income if they relate to equity
investments that are not held for trading. Fair
value gains and losses on available-for-sale debt
investments, for example, will therefore have to
be recognised directly in profit or loss.
There will be no impact on the group’s accounting
for financial liabilities, as the new requirements
only affect the accounting for financial liabilities
that are designated at fair value through profit
or loss and the group does not have any such
liabilities. The derecognition rules have been
transferred from AASB 139 Financial Instruments:
Recognition and Measurement and have not been
changed. The group has not yet decided when to
adopt AASB 9.
(ii) Revised AASB 10 Consolidated Financial
Statements (effective from 1 January 2013)
The standard introduces a single model of control,
which is used to determine whether an investee
must be consolidated. The definition of ‘control’
is based on various factors, and is wider than just
those entities in which an investee holds greater
than 50% of the voting rights.
The Group will apply the amended standard from
1 July 2013. When the amendments are applied
there will be no impact on any of the amounts
recognised in the financial statements.
The revisions ensure that the form of the
arrangement is no longer the primary determinant
of the accounting treatment and that accounting
choice has been eliminated for interests in jointly
controlled entities. There are now only two
forms of joint arrangement, a ‘joint operation’
and a ‘joint venture’ The use of proportionate
consolidation to account for joint ventures is no
longer permitted; now only equity accounting
applies.
The Group does not have any joint operations
or joint ventures. The amendment is therefore
not expected to have any impact on the group’s
financial statements. The Group intends to apply
the amendment from 1 July 2013.
(iv) AASB 12 Disclosure of Involvement with Other
Entities (effective from 1 January 2013)
the disclosure
The standard contains all
requirements associated with “other entities”
i.e. subsidiaries, associates and joint ventures
that were previously located in AASB’s 127, 128
and 131 and Interpretations 112 and 113. The
disclosures have been enhanced to ensure that
a reporting entity discloses all the information
that helps users of
financial statements
understand the composition of the Group and its
interrelationships.
The amendment is not expected to have any
impact on the Group’s financial statements. The
group intends to apply the amendment from 1
July 2013.
(v) AASB 13 Fair Value Measurement – Replaces the
existing IFRS guidance on fair value measurement
and disclosure (effective from 1 January 2013)
The new standard aims to eliminate measurement
inconsistencies by having one set of fair value
measurement requirements and one set of
disclosure requirements for all components of
financial statements.
The amendment is not expected to have any
impact on the group’s financial statements. The
Group intends to apply the amendment from 1
July 2013.
41
A
N
N
U
A
L
R
E
P
O
R
T
2
0
1
2
I
P
T
B
G
R
O
U
P
L
M
I
T
E
D
A
N
D
C
O
N
T
R
O
L
L
E
D
E
N
T
I
T
I
E
S
42
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
(x) AASB 2011-9 Amendments
to Australian
Accounting Standards –Presentation of Items of
Other Comprehensive Income (effective from 1
July 2012)
This amendment changes the presentation of
some items within Other Comprehensive Income.
The group will apply the amendment from 1 July
2012.
1.
Summary of Significant
Accounting Policies (continued)
(ae) New accounting standards and
interpretations (continued)
(vi) AASB 127 Separate Financial Statements
(effective from 1 January 2013). This has been
revised consequential to the issue of AASB 10
Consolidated Financial Statements and has been
reissued and renamed superceding its predecessor
AASB 127 Consolidated and Separate Financial
Statements.
AASB 127 Separate Financial Statements now
deals only with the preparation of separate
company financial statements.
The Group will apply the amendment from 1 July
2013. It is currently evaluating the impact of the
amendment.
(viii) AASB 2010-8 Amendments to Australian
Accounting Standards – Deferred Tax: Recovery
of Underlying Assets (effective from 1 January
2012)
In December 2010, the AASB amended AASB
112 Income Taxes to provide a practical approach
for measuring deferred tax liabilities and deferred
tax assets when investment property is measured
using the fair value model. AASB 112 requires the
measurement of deferred tax assets or liabilities
to reflect the tax consequences that would follow
from the way management expects to recover or
settle the carrying amount of the relevant assets
or liabilities that is through use or through sale.
introduces a
The amendment
rebuttable
presumption that investment property which is
measured at fair value is recovered entirely by
sale. The group will apply the amendment from 1
July 2012. It is currently evaluating the impact of
the amendment.
(ix) AASB 2011-4 Amendments
to Australian
Accounting Standards – Removal of Individual Key
Management Personnel Disclosure Requirements
(effective from 1 July 2013)
standard
personnel
eliminates
key
This
management
and
replaces them with disclosure by class for non-
remuneration disclosures for Key Management
Personnel
individual
disclosures
The group will apply the amendment from 1 July
2013.
2
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
S
E
I
T
I
T
N
E
D
E
L
L
O
R
T
N
O
C
D
N
A
D
E
T
I
M
L
P
U
O
R
G
B
T
P
I
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
2.
Revenue
Sales revenue
Sale of goods
Services
Rental of engines/aircraft
- Minimum lease payments
- Contingent rentals
Other revenue
Interest
2012
$’000
2011
$’000
21,233
6,303
867
1,916
30,319
20,380
6,007
1,315
1,671
29,373
- Extended credit receivables (hire purchase agreements)
1,952
1,967
- Other
Other
Total revenue
3.
Profit before income tax expense
Profit before income tax expense includes the following specific items:
Cost of sale of goods
Depreciation
- Buildings
- Plant and equipment
- Rental engines/aircraft
- Leasehold improvements
Amortisation
- Leased engines/aircraft
- Leased plant and equipment
Operating lease rentals – minimum lease payments
- Premises
- Equipment
Impairment losses (bad and doubtful debts)
- Trade debtors
Net foreign exchange losses
Defined contribution superannuation expense
Finance costs
-
4
7
-
32,275
31,347
17,712
15,060
95
132
1,740
8
95
-
124
30
282
(163)
437
95
130
1,099
7
127
33
187
96
(120)
2,659
539
- Interests and finance charges paid/payable
2,208
2,769
43
A
N
N
U
A
L
R
E
P
O
R
T
2
0
1
2
I
P
T
B
G
R
O
U
P
L
M
I
T
E
D
A
N
D
C
O
N
T
R
O
L
L
E
D
E
N
T
I
T
I
E
S
44
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
4.
Income Tax Expense
(a)
Income tax expense
Current tax
Deferred tax arising from origination or reversal of temporary differences
Under/(over) provided in prior years
(b)
Numerical reconciliation of income tax expense
to prima facie tax
Profit/(loss) before income tax expense
Tax at the Australian tax rate of 30% (2011: 30%)
Tax effect of amounts which are not deductible (taxable) in calculating taxable
income:
- Sundry items
Under/(over) provided in prior years
Income tax expense/(benefit)
5.
Trade and Other Receivables
Current
Trade receivables
Provision for impairment
Maintenance contract receivables
Extended credit receivables (hire purchase agreements)
Other receivables
Non-Current
Extended credit receivables (hire purchase agreements)
Maintenance contract receivables
Impaired trade receivables
2011
$’000
2010
Restated
$’000
-
500
(102)
398
1,773
532
(32)
500
(102)
398
-
378
-
378
1,035
311
67
378
-
378
2012
$’000
2011
$’000
4,639
(301)
4,338
817
1,445
27
6,627
11,679
432
12,111
2,693
(371)
2,322
458
2,002
37
4,819
10,066
457
10,523
As at 30 June 2012 current trade receivables of the Group with a nominal value of $297,157 (2011: $372,069)
were impaired. The amount of the provision was $301,000 (2011: $371,000).
2
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
S
E
I
T
I
T
N
E
D
E
L
L
O
R
T
N
O
C
D
N
A
D
E
T
I
M
L
P
U
O
R
G
B
T
P
I
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
5.
Trade and Other Receivables (continued)
The ageing of trade receivables is as follows:
Current
30+ Days
60+ Days
90+ Days
Total
2,800
(5)
2,795
2,097
(56)
2,041
935
(1)
934
179
(94)
85
424
(5)
419
133
(11)
122
480
(290)
190
284
(210)
74
4,639
(301)
4,338
2,693
(371)
2,322
Group – 2012
Trade receivables
Impaired trade receivables
Unimpaired receivables
Group – 2011
Trade receivables
Impaired trade receivables
Unimpaired receivables
Past due but not impaired
As at 30 June 2012, unimpaired trade receivables greater than 30 days represent amounts past due but not impaired.
Based on the credit history of these other classes, it is expected that these amounts will be received when due. The
Group holds retention of title over goods sold until cash is received.
Movements in the provision for impairment of receivables are as follows:
At 1 July
Provision for impairment recognised during the year
Receivables written off during the year as uncollectable
At 30 June
Maintenance contract receivables
2012
$’000
2011
$’000
(371)
(212)
282
(301)
(818)
567
(120)
(371)
Maintenance contract receivables are generally unsecured. The relevant agreements require fixed monthly payments
over the term of the contracts which are generally up to 5 years.
Extended credit receivables
Extended credit receivables (hire purchase agreements) represent amounts owed by customers for engines and
aircraft sold to those customers. The amounts owed by customers are secured under hire purchase agreements
between the Group and the customer. The amounts are repayable by the customers by monthly instalments of
principal and fixed interest over periods of 1 to 5 years. Furthermore, the agreements do not include any contingent
rentals. The receivables are secured as the rights to the engine and/or aircraft revert to the Group in event of default.
The engines and aircraft are maintained and insured by the customers and at the end of the term of the agreement
are retained by the customers. None of the extended credit receivables are impaired, or past due but not impaired.
45
A
N
N
U
A
L
R
E
P
O
R
T
2
0
1
2
I
P
T
B
G
R
O
U
P
L
M
I
T
E
D
A
N
D
C
O
N
T
R
O
L
L
E
D
E
N
T
I
T
I
E
S
46
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
5.
Trade and Other Receivables (continued)
Payments in relation to the hire purchase agreements are receivable as follows:
Within one year
Later than one year but not later than five years
Later than five years
Minimum hire purchase payments receivable
Future finance revenue
Within one year
Later that one year but not later than five years
Later than five years
Total hire purchase payments receivable
Representing receivables:
Current
Non-current
2012
$’000
2011
$’000
3,018
13,642
-
3,379
13,191
-
16,660
16,570
(1,573)
(1,963)
-
(3,536)
13,124
1,445
11,679
13,124
(1,376)
(3,126)
-
(4,502)
12,068
2,002
10,066
12,068
2
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
S
E
I
T
I
T
N
E
D
E
L
L
O
R
T
N
O
C
D
N
A
D
E
T
I
M
L
P
U
O
R
G
B
T
P
I
Amounts receivable from controlled entities
Refer note 31 for information on amounts receivable from controlled entities.
Risk exposure
Information concerning the exposure to credit risk, foreign exchange and interest rate risk is set out in note 26.
6. Inventories
Current
Work in progress – at cost
Finished goods – at cost
Non-Current
Finished goods – at cost
441
11,914
12,355
6,072
6,072
972
12,168
13,140
7,206
7,206
Finished goods include aircraft, engines and parts held for sale. Work in progress includes engines and aircraft
undergoing reconditioning in preparation for sale as well as incomplete repair jobs.
7. Derivative Financial Instruments
Current Assets
Forward foreign exchange contracts – cashflow hedges
-
13
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
8.
Tax balances – Current
Current tax liabilities
9. Other Assets
Current
Prepayments
Deposits
Non-Current
Other
2012
2011
$’000
$’000
-
41
241
16
257
3
523
6
529
47
10. Property, Plant and Equipment
Rental arrangements – aircraft and engines
The Group rents aircraft and engines under two general arrangements:
■■
■■
Contingent rentals - rented to customers under agreements with rentals payable monthly and no fixed term.
As such, the agreements are cancellable. The rent is calculated on the basis of an hourly rate and hours of
usage. There are no minimum hours of usage or minimum lease payments set out in the relevant agreements.
As such, in accordance with AASB 117 “Leases” the rental income comprises of contingent rentals not
minimum lease payments. Accordingly, there are no fixed lease commitments receivable; and
Set or minimum rentals - the operating leases relate to aircraft and/or engines leased to third parties with
lease terms of between 3-7 years. The monthly rental payments are either set or per hour of usage with
minimum hours per annum. In addition, a contingent rental may be receivable based upon hours of usage. The
lessee may have an option to purchase the aircraft/engine at the expiry of the lease period. However, the
final purchase price is determined on a case by case basis in negotiation between the Group and the lessee.
Minimum lease payments in relation to aircraft and engine operating leases are receivable as follows:
No later than one year
Later than one year but not later than five years
889
885
1,774
1,748
885
2,633
Non-current assets pledged as security
Refer note 14 for information on non-current assets pledged as security.
47
A
N
N
U
A
L
R
E
P
O
R
T
2
0
1
2
I
P
T
B
G
R
O
U
P
L
M
I
T
E
D
A
N
D
C
O
N
T
R
O
L
L
E
D
E
N
T
I
T
I
E
S
48
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
10. Property, Plant and Equipment (continued)
Leasehold
Land &
Buildings
Improvements
Owned Owned Under
Lease
Plant &
Equipment
Owned Under
Lease
Rental Engines/
Aircraft
Owned Under
Lease
Assets Under
Construction
Owned Under
Lease
Total
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
Year ended
30 June 2011
Opening net
book value
Additions
Transfers 1
Disposals
Depreciation/
amortisation
Closing net
book value
At 30 June 2011
Cost
Accumulated
depreciation
Net book value
Year ended
30 June 2012
Opening net
book value
Additions
Transfers 2
Disposals
Depreciation/
amortisation
Closing net
book value
At 30 June 2012
Cost
Accumulated
depreciation
6,955
75
-
-
-
(95)
6,860
-
-
-
(7)
68
-
-
-
-
-
-
640
37 15,525 1,072
338
961 25,603
69
35
(4)
-
186
(4) 9,475
-
43
- 3,261
- (2,402)
-
(130)
(33) (1,099)
(127)
56
354
- 12,767
- (2,406)
- (1,491)
-
-
610
- 21,685
945 3,642 1,017 34,827
7,210
93
- 1,206
187 26,406 1,182 3,642 1,017 40,943
(350)
(25)
6,860
68
6,860
-
-
-
68
37
-
-
(95 )
(8 )
6,765
97
-
-
-
-
-
-
-
-
(596)
(187) (4,721)
(237)
-
- (6,116)
610
- 21,685
945 3,642 1,017 34,827
610
- 21,685
945 3,642 1,017 34,827
42
54
-
- 1,595
205
16
721 2,616
-
227
- (1,323)
-
-
(54 )
(760 )
(533 )
-
-
- (1,323)
- (2,070)
(132 )
- (1,740)
(95 )
574
- 20,444 1,055 3,604
978 33,517
7,210
131
- 1,261
187 26,159 1,386 3,604
978 40,929
Net book value
6,765
97
(445 )
(34 )
-
-
(687)
(187 ) (5,715)
(331 )
-
- (7,412)
574
- 20,444 1,055 3,604
978 33,517
1
2
2011: Net Transfers consists of items transferred from asset under lease to owned assets of ($4,000), allocated from assets
under construction to plant and equipment of $31,000 and $12,735,000 of aircraft & engine inventory to aircraft & engine
assets and assets under construction.
2012: Net Transfers consists of items transferred from asset under construction to plant and equipment of $54,000,
$533,000 of engine cores to inventory and $760,000 of engine refurbishment cost to Rental Engines/Aircraft fixed assets..
2
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
S
E
I
T
I
T
N
E
D
E
L
L
O
R
T
N
O
C
D
N
A
D
E
T
I
M
L
P
U
O
R
G
B
T
P
I
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
11. Deferred Tax Assets
The balance comprises temporary differences attributable to:
Tax losses
Accruals
Employee benefits
Doubtful debts
Other
Total deferred tax assets
2012
$’000
2011
$’000
423
47
235
260
1,147
2,112
268
37
221
112
951
1,589
Movements
Tax losses Accruals Employee
benefits
Doubtful
debts
Other
Total
$’000
$’000
$’000
$’000
$’000
$’000
At 1 July 2010
687
67
206
246
(Charged)/credited to statement of
comprehensive income
At 30 June 2011
(Charged)/credited to statement of
comprehensive income
At 30 June 2012
(419)
(30)
15
(134)
268
155
423
37
10
47
221
14
235
112
148
260
494
456
951
196
1,700
(112)
1,589
523
1,147
2,112
49
A
N
N
U
A
L
R
E
P
O
R
T
2
0
1
2
I
P
T
B
G
R
O
U
P
L
M
I
T
E
D
A
N
D
C
O
N
T
R
O
L
L
E
D
E
N
T
I
T
I
E
S
50
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
12. Intangible Assets
Cost
Accumulated amortisation and impairment
Total Goodwill
Impairment tests for goodwill
2012
$’000
2011
$’000
4,334
-
4,334
4,334
-
4,334
Goodwill is allocated to the IAP operations as a single cash-generating unit (CGU) which is included in the IAP business
segment. The recoverable amount of the CGU is determined based on value in use calculations. These calculations
use cashflow projections based on financial budgets approved by management covering a five-year period and
include a terminal value adjusted for the perpetual growth rate.
Key assumptions used for value-in-use calculations
The calculations utilise a pre-tax risk adjusted discount rate of 12.1% (2011: 10.6%). An average growth rate of 3%
(2011: 4%) has been used. Management determined budgeted net profit based on past performance and Directors
best estimates of profit estimates over a five year period. The discount rate reflects Directors best estimates of the
specific risks relating to the relevant segment in which IAP operates.
Impact of possible changes in key assumptions
The Directors consider that there is no reasonably possible change in key assumptions which management has based
its determination of IAP’s recoverable amount which would cause the carrying amount of IAP’s CGU to exceed its
recoverable amount.
13. Trade and Other Payables
2012
$’000
2011
$’000
Trade payables and accruals
4,792
4,163
2
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
S
E
I
T
I
T
N
E
D
E
L
L
O
R
T
N
O
C
D
N
A
D
E
T
I
M
L
P
U
O
R
G
B
T
P
I
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
14. Borrowings
Current
Secured
Bank overdraft
Bank loans
Lease liabilities
Unsecured
Other loans – related parties
Non-Current
Secured
Bank loans
Lease liabilities
Unsecured
Other loans – related parties
1,208
4,599
254
6,061
1,396
7,457
11,965
122
12,087
2,600
14,687
1,273
11,917
172
13,362
1,470
14,832
7,857
375
8,232
2,600
10,832
Information concerning the effective interest rates is set out in note 26.
Bank Overdraft, Bank Loans and Bills Payable
The bank overdraft, bank loans including bills payable are secured by way of a registered company charge over the
whole of the assets and undertakings of the parent entity and that of its subsidiaries PTB Emerald Pty Ltd and IAP
Group Australia Pty Ltd of $44.260 million (2011: $42.883 million). Included in the above are bank loans and
finance leases in the subsidiaries that are secured by the relevant aviation assets included in plant and equipment
and inventory of the relevant subsidiary. In addition the Group has complied with the requirement that while there is
money owed to the lender, no return of capital, dividends or payments can be made to ordinary shareholders in PTB
or related parties without its approval.
The Groups primary arrangements are subject to an annual review each year in November.
Lease Liabilities
Lease liabilities and finance company loans are effectively secured as the rights to the leased assets revert to the
lessor in the event of default.
Other Loans – Related Parties
Refer note 22 for information on other loans from related parties.
Effective Interest Rates
Information concerning the effective interest rates is set out in note 26.
Finance Facilities
Information concerning available facilities including used and unused portion of the finance facilities is set out in note 26.
Assets Pledged as Security
All assets of the Group are pledged as security for the facilities as noted above.
51
A
N
N
U
A
L
R
E
P
O
R
T
2
0
1
2
I
P
T
B
G
R
O
U
P
L
M
I
T
E
D
A
N
D
C
O
N
T
R
O
L
L
E
D
E
N
T
I
T
I
E
S
52
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
15. Deferred Tax Liabilities
The balance comprises temporary
differences attributable to:
Property, plant and equipment
Inventory
Other
Total deferred tax liabilities
Movements
2012
$’000
2011
$’000
3,003
11
343
3,357
2,076
38
321
2,435
Property, plant
and equipment
Inventory
Other
Total
$’000
$’000
$’000
$’000
At 1 July 2010
(Charged)/credited to income statement
of comprehensive income
At 30 June 2011
(Charged)/credited to income statement
of comprehensive income
At 30 June 2012
1,662
414
2,076
927
3,003
288
(250)
38
(27)
11
220
101
321
22
343
2,170
265
2,435
922
3,357
2
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
S
E
I
T
I
T
N
E
D
E
L
L
O
R
T
N
O
C
D
N
A
D
E
T
I
M
L
P
U
O
R
G
B
T
P
I
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
16. Provisions
Current
Employee benefits
Service Warranties
Non-Current
Employee benefits
Movements in Provisions
Balance 1 July 2010
Provisions made during the year
Provisions used during the year
Balance at 30 June 2011
Provisions made during the year
Provisions used during the year
Balance at 30 June 2012
(a) Service warranties
2012
$’000
2011
$’000
719
130
849
572
130
702
64
163
Employee
Benefits
Service
Warranties
Total
$’000
$’000
$’000
687
357
(309)
735
328
(280)
783
123
7
-
130
-
-
130
810
364
(309)
865
328
(280)
913
Provision is made for the estimated warranty claims in respect of products sold which are still under warranty at
the end of the reporting period. Historically there have been no material warranty claims and this is not expected to
change in the future.
(b) Amounts not expected to be settled within the next 12 months
The current provision for employee benefits includes accrued annual leave, vesting sick leave and long service
leave. For long service leave it covers all unconditional entitlements where employees have completed the required
period of service and also those where employees are entitled to pro-rata payments in certain circumstances.
The entire amount of the provision is presented as current, since the group does not have an unconditional
right to defer settlement for any of these obligations. However, based on past experience, the group does not
expect all employees to take the full amount of accrued leave or require payment within the next 12 months.
The following amounts reflect leave that is not to be expected to be taken or paid within the next 12 months.
Leave obligations expected to be settled after 12 months 2012 $300k (2011: $280k)
17. Other Liabilities
Deferred revenue
Deposits in advance
Non-Current
Deferred revenue
Deferred revenue
Deferred revenue relates to maintenance contract revenue received in advance.
2012
$’000
2011
$’000
794
920
1,714
258
727
985
1,247
344
53
A
N
N
U
A
L
R
E
P
O
R
T
2
0
1
2
I
P
T
B
G
R
O
U
P
L
M
I
T
E
D
A
N
D
C
O
N
T
R
O
L
L
E
D
E
N
T
I
T
I
E
S
54
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
18. Contributed Equity
Share capital
32,225,168 ordinary shares fully paid
(2011: 32,225,168 ordinary shares fully paid)
Other equity securities
Value of conversion rights (net of tax)
2012
$’000
2011
$’000
28,790
28,790
183
183
28,973
28,973
Effective 1 July 1998, the Corporations legislation in place abolished the concepts of authorised
capital and par value shares. Accordingly, the parent does not have authorised capital nor par
value in respect of its issued shares. All shares rank equally with regards to the Company’s residual
assets. The holders of ordinary shares are entitled to one vote per share at meetings of the
Company.
Movements in ordinary share capital
Note
No. of Shares
$000
Closing balance 30 June 2010
32,225,168
28,790
Share issues 2011
Closing balance 30 June 2011
Share issues 2012
Closing balance 30 June 2012
Notes:
-
-
32,225,168
28,790
-
-
32,225,168
28,790
No issue of shares were made in the current or prior (2011) financial year.
Options
As at balance date there are no outstanding options to purchase ordinary shares in the parent entity. All options
previously outstanding expired without being exercised in the year ended 30 June 2011.
An employee share option scheme was approved by shareholders on 3 June 2005. Refer to note 23 for details.
Capital Risk Management
The Group’s and the parent entity’s objectives when managing capital are to safeguard their ability to continue as a
going concern, so that they can continue to provide returns to shareholders, benefits to other stakeholders, and to
maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders,
return capital to shareholders, issue new shares or sell assets to reduce debt. The Board of Directors monitors the
return on capital, which the Group defines as net profit after tax divided by average shareholders’ equity.
2
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
S
E
I
T
I
T
N
E
D
E
L
L
O
R
T
N
O
C
D
N
A
D
E
T
I
M
L
P
U
O
R
G
B
T
P
I
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
19. Reserves
Share-based payments reserve
Movements
Reserve balance 1 July
Option expense
Transfer to retained earnings
Reserve balance 30 June
2012
$’000
2011
$’000
-
-
-
-
283
283
-
(283)
-
The share-based payments reserve is used to recognise the fair value of the
options issued but not exercised.
The hedging reserve is used to record gains or losses on a hedging instrument in a cash flow hedge that are
recognised directly in equity, as described in note 1(p). Amounts are recognised in the statement of comprehensive
income when the associated hedged transaction affects the statement of comprehensive income.
20. Cash Flow Information
(a) Reconciliation of Cash and Cash Equivalents
Cash and cash equivalents at the end of the financial year as shown in the statement of cash flows is reconciled to
items in the statement of financial position as follows:
Cash and cash equivalents assets – cash at bank and on hand
Bank overdraft (note 14)
2012
$’000
2011
$’000
1,354
(1,208)
146
670
(1,273)
(603)
55
A
N
N
U
A
L
R
E
P
O
R
T
2
0
1
2
I
P
T
B
G
R
O
U
P
L
M
I
T
E
D
A
N
D
C
O
N
T
R
O
L
L
E
D
E
N
T
I
T
I
E
S
56
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
20. Cash Flow Information (continued)
(b) Reconciliation of Net Cash Flow from Operating Activities to Profit for the Year
Profit for the year
Depreciation and amortisation
(Gain)/loss on disposal of property, plant and equipment
Movement in impairment of trade receivables
Unrealised foreign currency movements
Changes in operating assets and liabilities
(Increase)/decrease in:
Trade and other receivables
Inventories *
Deferred tax assets
Other assets
Increase/(decrease) in:
Trade payables, accruals, and other liabilities
Employee benefits
Current tax liabilities
Deferred tax liabilities
Net cash flow from operating activities
* net of transfers to/from property, plant and equipment
21. Earnings Per Share
Basic earnings per share
Diluted earnings per share
Earnings used to calculate basic and diluted earnings per share
- profit after tax for the year
Weighted average number of ordinary shares used in
calculating basic earnings per share
Effect of dilutive securities:
- Director and employee share options
- Note options
2012
$’000
2011
$’000
1,375
2,070
(150)
(70)
(688)
657
1,491
451
(447)
2,274
(2,597)
2,452
(523)
316
4,420
(3,723)
112
(12)
2,260
(3,459)
48
(2)
922
5,413
49
-
266
2,079
2012
cents
2011
cents
4.27
4.27
2.04
2.04
$’000
$’000
1,375
657
Number
Number
32,225,168
32,225,168
-
-
-
-
Weighted average number of ordinary shares and potential ordinary shares used in
calculating diluted earnings per share
32,225,168
32,225,168
2
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
S
E
I
T
I
T
N
E
D
E
L
L
O
R
T
N
O
C
D
N
A
D
E
T
I
M
L
P
U
O
R
G
B
T
P
I
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
22. Key Management Personnel Disclosures
Directors
The following persons were Directors of PTB Group Limited during the financial year:
Chairman – non-executive
H Parker
Executive Directors
CL Baker, Managing Director (Group)
RS Ferris, Managing Director (IAP Division)
Non-executive Directors
APS Kemp
Other key management personnel
The following persons also had authority and responsibility for planning, directing and controlling the activities of the
Group, directly or indirectly, during the financial year:
Name
P Kapel
Position
Employer
Company Secretary and CFO
PTB Group Limited
Key management personnel Compensation
Short-term employee benefits
Post-employment benefits
Other long-term benefits
2012
$
2011
$
733,104
750,912
92,442
19,112
92,451
21,679
844,658
865,042
57
A
N
N
U
A
L
R
E
P
O
R
T
2
0
1
2
I
P
T
B
G
R
O
U
P
L
M
I
T
E
D
A
N
D
C
O
N
T
R
O
L
L
E
D
E
N
T
I
T
I
E
S
58
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
22. Key Management Personnel Disclosures (continued)
Equity instrument disclosures relating to key management personnel
Options provided as remuneration and shares issued on exercise of such options
Details of options provided as remuneration and shares issued on the exercise of such options, together with terms
and conditions of the options, can be found in section D of the remuneration report in the Directors’ report.
Option holdings
The numbers of options over ordinary shares in the company held during the financial year by each Director of PTB
Group Limited and other key management personnel of the Group, including their personally related parties, are set
out below:
Name
Balance at
the start of
the year
Granted during
the year as
compensation
Other
Changes
Exercised/
Lapsed
during the
year
Balance at
the end of
the year
Vested and
exercisable
at the end of
the year
No
No
No
No
No
No
2012
Directors
H Parker
CL Baker
RS Ferris
APS Kemp
-
-
-
-
-
-
-
-
Other key management personnel of the Group
P Kapel
2011
Directors
H Parker
CL Baker
RS Ferris
APS Kemp
-
-
20,000
10,000
851,600
-
-
-
-
-
Other key management personnel of the Group
JT Barbeler
M Engineer
P Kapel
20,000
-
-
-
-
-
-
-
-
-
-
-
20,000
10,000
851,600
20,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
S
E
I
T
I
T
N
E
D
E
L
L
O
R
T
N
O
C
D
N
A
D
E
T
I
M
L
P
U
O
R
G
B
T
P
I
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
22. Key Management Personnel Disclosures (continued)
Share holdings
The number of shares in the company held during the financial year by each Director of PTB Group Limited and other
key management personnel of the Group, including their personally related parties, are set out below. There were no
shares granted during the current or previous year as compensation.
Name
Balance at
the start of
the year
Issued as
purchase
consideration
Received
during the
year on the
exercise of
options
Other
changes
(on-market
purchases)
Balance
at date of
appointment/
resignation
Balance at
the end of
the year
No
No
No
No
No
No
2012
Directors
H Parker
CL Baker
RS Ferris
APS Kemp
296,000
1,931,704
6,908,054
250,982
-
-
-
-
Other key management personnel of the Group
P Kapel
-
2011
Directors
H Parker
CL Baker
RS Ferris
APS Kemp
296,000
1,931,704
6,908,054
208,982
-
-
-
-
-
Other key management personnel of the Group
JT Barbeler
M Engineer
P Kapel
23,850
2,537
-
-
-
-
Loans to key management personnel
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
134,181
-
-
-
-
42,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
296,000
1,931,704
6,908,054
385,163
-
296,000
1,931,704
6,908,054
250,982
23,850
2,537
-
There were no loans to Directors of PTB Group Limited or other key management personnel of the Group during the
current or previous reporting period.
Other transactions with key management personnel
During 2007 PTB (Emerald) Pty Ltd (subsidiary) obtained a loan of $2,000,000 from Steve Ferris (Director). The
loan is repayable on 21 September 2012. Interest of 10% (2011: 10%) per annum (fixed) is payable monthly in
arrears and capitalised to the balance of the loan. The loan is unsecured and has a balance outstanding at 30 June
2012 of $3,531,587 (2011: $3,196,838). This loan is subordinated to the CBA to the extent of $2,600,000.
IAP Australia Pty Ltd has an at call loan facility from Steve Ferris of $464,106 (2011: $873,139). Interest of 9.5%
(2011: 9.5%) per annum (fixed) is payable monthly in arrears and capitalised to the balance of the loan.
All transactions were under normal commercial terms and conditions, unless otherwise stated. No bad or doubtful
debts expense has been, or is likely to occur from transactions with related parties.
59
A
N
N
U
A
L
R
E
P
O
R
T
2
0
1
2
I
P
T
B
G
R
O
U
P
L
M
I
T
E
D
A
N
D
C
O
N
T
R
O
L
L
E
D
E
N
T
I
T
I
E
S
60
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
22. Key Management Personnel Disclosures (continued)
A Director Mr S R Ferris is the major shareholder and Chairman of Skyforce Aviation Pty Ltd (Skyforce). During the
year ended 30 June 2012 IAP Group Australia Pty (IAP), as the owner of an aircraft under lease to Toll Aviation Pty
Limited (Toll), is in the process of finalising an agreement (which is to be executed post 30 June 2012) with Toll and
Skyforce in which Skyforce manages the aircraft leased to Toll on behalf of IAP.
During the year ended 30 June 2012 IAP provided aircraft maintenance services to Skyforce and Skyforce provided
aircraft maintenance services to IAP. The services we provided were not significant in value and were invoiced at
Skyforce and IAP’s cost.
Aggregate amounts of each of the above types of other transactions with key management personnel of the Group
are as follows:
Amounts recognised as revenue
Cost of the provision of maintenance services
Amounts recognised as expense
Cost of the provision of maintenance services
Interest expense*
2012
$
2011
$
57,679
57,679
22,667
377,089
399,756
-
-
-
392,447
392,447
Aggregate amounts receivable/payable arising from the above types of transactions with key management
personnel of the Group::
– current receivables
– current borrowings
– non-current borrowings
-
-
1,395,693
1,469,977
2,600,000
2,600,000
*
represents interest paid in 2011 at 14% to APS Kemp, C Baker, and S Ferris on unsecured notes and on the two unsecured
loans payable by Group companies to R.S Ferris at 9.5% (2011: 9.5%) and 10% (2011: 10%) as detailed above.
23. Share-based Payments
Employee Share Option Scheme
The establishment of the Employee Share Option Scheme was approved by shareholders on 3 June 2005. All staff
are eligible to participate in the scheme, including executive Directors.
Options are granted under the scheme for no consideration. The exercise price will be the amount specified by
the remuneration committee at the time of issue. The exercise period is the period specified by the remuneration
committee at the time of issue. Options under the plan may not exceed 5% of the total number of issued shares of
the company at the date of issue.
Options lapse if prior to or during the exercise period the employee is terminated or resigns. If a person dies, becomes
disabled, or is made redundant prior to the exercise period the option lapses. If a person dies, becomes disabled, or is
made redundant during the exercise period special rules apply that allow options to be exercised.
Options granted under the scheme carry no dividend or voting rights. When exercisable, each option is convertible
into one ordinary share for cash. Amounts receivable on the exercise of options are recognised as share capital.
2
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
S
E
I
T
I
T
N
E
D
E
L
L
O
R
T
N
O
C
D
N
A
D
E
T
I
M
L
P
U
O
R
G
B
T
P
I
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
23. Share-based Payments (continued)
Set out below are summaries of options granted under the scheme:
Grant date
Expiry date Exercise
price
Balance at
start of
year
Granted
during the
year
Exercised
during the
year
Expired/
forfeited
during the
year
Balance
at end of
the year
Exercisable
at end of
the year
No
No
No
No
No
No
-
-
-
2012
No options
issued or
outstanding
2010
31 May 2007 31 Aug 2010
$2.00
40,000
-
-
-
-
-
40,000
-
-
-
-
The weighted average remaining contractual life of share options outstanding at the end of the 2012 year was Nil years
(2011: Nil years).
24. Remuneration of Auditors
During the year the following fees were paid or payable for services provided by the auditor of the parent entity:
2012
2011
$
$
(a) Audit Services - Crowe Horwath
Audit or review of the financial reports
156,414
122,200
Total remuneration for audit services
156,414
122,200
(b) Taxation Services - Crowe Horwath
Taxation compliance services
Other tax consulting services
Total remuneration for taxation services
-
-
-
16,881
13,000
29,881
Total auditor’s remuneration of Crowe Horwath
156,414
152,0811
There was no other remuneration paid to related practices of the auditor, or other non-related audit firms.
61
A
N
N
U
A
L
R
E
P
O
R
T
2
0
1
2
I
P
T
B
G
R
O
U
P
L
M
I
T
E
D
A
N
D
C
O
N
T
R
O
L
L
E
D
E
N
T
I
T
I
E
S
62
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
25. Commitments
(a) Finance leases
Commitments in relation to finance leases are payable as follows:
Within one year
Later than one year but not later than five years
Later than five years
Minimum lease payments
Future finance charges
- Within one year
- Later than one year but not later than five years
- Later than five years
Representing lease liabilities:
Current
Non-current
2011
$’000
2010
$’000
284
128
-
412
(30)
(6)
-
376
254
122
376
225
413
-
638
(53)
(37)
-
548
172
376
548
Finance leases comprise leases of property, plant and equipment, under normal commercial finance lease terms and
conditions.
(b) Operating leases
Commitments in relation to non-cancellable operating leases contracted for at the reporting date but not recognised
as liabilities are payable as follows:
Within one year
Later than one year but not later than five years
Later than five years
146
531
247
924
143
519
330
992
Operating leases mainly comprise leases of premises in Australia (Bankstown, Sydney) and in the UK (Blackpool).
These leases are under normal commercial terms and conditions including rentals, in certain cases, being subject to
periodic review for market and/or CPI increases as well as options for renewal.
(c) Remuneration commitments
Commitments for payment of salaries and other remuneration under long-term employment contracts in existence
at the reporting date but not recognised as liabilities payable:
Less than one year
Greater than one year but not later than five years
466
81
548
340
279
619
Remuneration commitments comprise the minimum amounts payable to C Baker, S Ferris and P Kapel upon termination
under their service agreements.
2
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
S
E
I
T
I
T
N
E
D
E
L
L
O
R
T
N
O
C
D
N
A
D
E
T
I
M
L
P
U
O
R
G
B
T
P
I
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
25. Commitments (continued)
(d) Capital commitments
No Capital expenditure contracted for at balance date.
26. Financial Risk Management and Other Financial Instrument Disclosures
Financial Risk Management
The Group’s activities expose it to a variety of financial risks; market risk (including foreign exchange risk, price risk,
and cash flow and fair value interest rate risk), credit risk, and liquidity risk. The Group’s overall risk management
program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the
financial performance of the Group.
Risk management is carried out by management under policies approved by the Board of Directors. Management
identifies, evaluates and addresses financial risks and uses different methods to measure different types of risk to
which it is exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and
other price risks, and ageing analysis for credit risk. The Board provides principles for overall risk management, as
well as policies covering specific areas, such as mitigating foreign exchange, interest rate and credit risks, use of
derivative financial instruments and investing excess liquidity.
(a) Market risk
(i)
Foreign exchange risk
Foreign exchange risk arises when future commercial transaction and recognised assets and liabilities are denominated
in a currency that is not the entity’s functional currency.
The Group operates internationally and is exposed to foreign exchange risk primarily arising from sale and purchase
transactions denominated in US dollars and UK pounds. The risk is measured using sensitivity analysis and cashflow
forecasting.
These derivatives are exclusively used for hedging purposes to minimise foreign exchange risk on relevant transactions
and the Group does not speculate on foreign currency. The Group manages this risk through matching, to the extent
possible, of US dollar denominated receivables and payables. All transactions which are exposed to foreign exchange
risk are authorised by senior management.
The Group’s exposure to foreign currency risk at the reporting date was as follows:
Cash and cash equivalents
Trade and other receivables
Forward exchange contracts
Trade and other payables
Borrowings
Other liabilities
30-Jun-12
30-Jun-11
USD
GBP
USD
GBP
$’000
£’000
$’000
£’000
1,338
16,977
-
5
2
-
440
14,821
(13)
4
-
-
(2,113)
(167)
(2,467)
(63)
(11,946)
(548)
-
-
(2,858)
(192)
-
-
63
A
N
N
U
A
L
R
E
P
O
R
T
2
0
1
2
I
P
T
B
G
R
O
U
P
L
M
I
T
E
D
A
N
D
C
O
N
T
R
O
L
L
E
D
E
N
T
I
T
I
E
S
64
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
26. Financial Risk Management and Other Financial Instrument Disclosures (continued)
(a) Market risk (continued)
Group sensitivity
Based on the financial instruments held at 30 June 2012, had the Australian dollar weakened/strengthened by 10%
against the USD dollar, with all other variables held constant, the Group’s post tax profit for the year would have
been $236,000 higher/$289,000 lower (2011: $527,000 higher/$644,000 lower), mainly as a result of foreign
exchange gains and losses on translation of US dollar denominated financial instruments as detailed in the above
table.
Equity would have been $236,000 higher/$289,000 lower (2011: $527,000 higher/$644,000 lower) had the
Australian dollar weakened/strengthened by 10% against the US dollar due to the reasons noted above. Equity is
less sensitive to movements in the Australian dollar/US dollar exchange rates in net US dollar Statement of Financial
Position exposure in 2012 compared to 2011 as a consequence of the Group increasing its natural hedge position
with the conversion of $8.400 million in AUD denominated bank facilities into USD denominated bank loans in
November 2011. The Group’s exposure to other foreign exchange movements is not material.
This significant reduction in the Groups net USD exposure through the increase in USD denominated funding has
reduced the impact of the +-10% market risk sensitivity calculation on the Groups result.
As the company undertakes the majority of its sales and purchases in US dollars most profit is generated in US dollars
with the AUD reported profit negatively impacted by any strengthening of the Australian dollar.
(ii)
Price risk
The Group is not directly exposed to material equity securities price risk or commodity price risk.
(iii)
Cash flow and fair value interest rate risk
The Group has significant interest bearing liabilities, as detailed below. The majority of these liabilities bear fixed
interest rates. The fair value interest rate risk is not hedged. However, as noted above, the fixed interest rate bank
loans are generally used to fund extended credit receivables. Loans from financial institutions are used to purchase
and refurbish aviation assets. Although the fair value interest rate risk is not hedged where possible the loans are
matched against receivables in currencies that match the interest rate risk.
Variable rate debt (primarily the bank overdraft) is also not hedged.
The Group’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 in the following table:
2
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
S
E
I
T
I
T
N
E
D
E
L
L
O
R
T
N
O
C
D
N
A
D
E
T
I
M
L
P
U
O
R
G
B
T
P
I
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
26. Financial Risk Management and Other Financial Instrument Disclosures (continued)
(a) Market risk (continued)
Fixed Interest Rate Maturing
Effective
Weighted
Average
Interest
Rate
Floating
Interest
Rate
1 year
or less
1 to 2
years
2 to 3
years
3 to 4
years
4 to 5
years
Over 5
years
Non-
Interest
Bearing
Total
%
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
$’000
2012
Financial assets
Cash and cash
equivalents
Trade and other
receivables
Extended credit
receivables
0.00%
1,348
-
-
-
-
-
-
-
-
-
-
-
-
-
6
1,354
-
5,614
5,614
12.60%
- 1,445 1,763 9,916
- -
-
- 13,124
Total financial assets
1,348 1,445 1,763 9,916
-
-
-
5,620 20,092
Financial liabilities
Trade and other
payables
Bank overdraft
Bank Loans
Bills payable
Lease liabilities
Insurance Loan
-
-
-
-
-
-
-
-
4,792 4,792
8.42%
1,208 -
-
-
-
-
-
- 1,208
7.98%
100 4,374 2,168 4,040
306
79
-
- 11,067
7.78%
5,375
-
-
-
-
-
-
- 5,375
10.34% -
254
122
-
-
-
-
4.06% -
122 -
-
-
-
-
-
376
122
Related party loans
9.94% - 1,396 2,600
-
-
-
-
- 3,996
Total financial liabilities
6,683 6,146 4,890 4,040
306
79
-
4,792 26,936
65
A
N
N
U
A
L
R
E
P
O
R
T
2
0
1
2
I
P
T
B
G
R
O
U
P
L
M
I
T
E
D
A
N
D
C
O
N
T
R
O
L
L
E
D
E
N
T
I
T
I
E
S
66
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
26. Financial Risk Management and Other Financial Instrument Disclosures (continued)
(a) Market risk (continued)
Fixed Interest Rate Maturing
Effective
Weighted
Average
Interest
Rate
Floating
Interest
Rate
1 year
or less
1 to 2
years
2 to 3
years
3 to 4
years
4 to 5
years
Over 5
years
Non-
Interest
Bearing
Total
%
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
$’000
2011
Financial assets
Cash and cash
equivalents
Trade and other
receivables
Extended credit
receivables
0.73% 665
-
-
-
-
-
-
-
-
-
-
-
-
-
5
670
-
3,243 3,243
13.22%
- 2,003 359
411 9,295
-
-
- 12,068
Total financial assets
665 2,003 359
411 9,295
-
-
3,248 15,981
Financial liabilities
Trade and other
payables
Bank overdraft
Bank loans
Bills payable
Lease liabilities
Insurance Loan
-
-
-
-
-
-
-
-
4,163 4,163
7.95% 1,273
-
-
-
-
-
-
- 1,273
7.00% 2,706 1,994
27
-
-
-
-
- 4,727
9.17% 9,250 3,475 2,210
-
-
-
-
- 14,935
10.32% - 171 255
122
-
-
-
-
548
4.23% - 111
-
-
-
-
-
-
111
Related party loans
9.89% - 1,470 2,600
-
-
-
-
- 4,070
Total financial liabilities
13,229 7,221
5,092
122
-
-
-
4,163 29,827
There are no other interest bearing financial assets and liabilities.
Group sensitivity
As the majority of the interest rates are fixed, at 30 June 2012 if interest rates had changed by -/+100 basis points
from year-end rates with all other variables held constant, post tax profit and equity for the year would not be
materially impacted (2011: immaterial).
Net Fair Values
The net fair values of financial assets and financial liabilities approximate their carrying values.
Derivative Financial Instruments
The Group does not normally use derivative financial instruments except as noted above.
2
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
S
E
I
T
I
T
N
E
D
E
L
L
O
R
T
N
O
C
D
N
A
D
E
T
I
M
L
P
U
O
R
G
B
T
P
I
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
26. Financial Risk Management and Other Financial Instrument Disclosures (continued)
(b) Credit risk
The Group trades only with recognised, creditworthy third parties.
The main credit risk arises from receivables balances. These balances are monitored on an ongoing basis with the
result that the Group’s exposure to bad debts is not considered significant by the Directors. Management review the
credit rating of each customer, taking into account any previous trading history with the Group, its financial position,
and external credit reports where appropriate. Individual risk limits are set based on internal ratings and compliance
is regularly monitored by management.
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to
recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed
in the balance sheet and notes to the financial statements.
The Group does not have any material credit risk exposure to any single debtor or group of debtors under financial
instruments at balance date except as follows:
■■
■■
The Group’s customers are involved in the airline passenger and freight operation industry;
There are a number of individually significant receivables. For example at 30 June 2012 the largest 10 debtors
comprised approximately 77% (2011: 86%) of total receivables. It should be noted that the largest debtor
is an extended credit receivable to a customer in Indonesia which accounts for 56% (2011: 69%) of total
receivables. The Group has security over the underlying asset in the event of a default, in conjunction with
guarantees of $5 million USD from the parent entity of the customer. Other trade receivables comprise 33%
(2011: 34%) of total receivables; and
■■
The receivables are concentrated in six main geographical areas. Refer to note 27 for further information.
At balance date cash was held with the Commonwealth Bank of Australia.
67
A
N
N
U
A
L
R
E
P
O
R
T
2
0
1
2
I
P
T
B
G
R
O
U
P
L
M
I
T
E
D
A
N
D
C
O
N
T
R
O
L
L
E
D
E
N
T
I
T
I
E
S
68
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
26. Financial Risk Management and Other Financial Instrument Disclosures (continued)
(c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an
adequate amount of committed credit facilities. The Group manages liquidity risk by continuously monitoring forecast
and actual cash flows and matching the maturity profiles of financial assets and liabilities.
The Group also ensures that adequate unutilised borrowing facilities and cash reserves are maintained. The Group’s
objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts,
bank loans, unsecured notes, and finance leases and finance company loans.
Consolidated
2012
$’000
2011
$’000
1,500
3,629
7,563
5,375
376
3,996
22,439
1,208
3,629
7,560
5,375
376
3,996
22,144
292
3
295
1,500
4,437
376
14,935
658
4,070
25,976
1,274
4,437
290
14,935
658
4,070
25,664
226
86
312
Finance Facilities
Available facilities
Bank overdraft
Bank loans - chattel mortgage
- other
Bills payable - multi option
Finance Company Leases & Loans
Related party facilities
Amounts utilised
Bank overdraft
Bank loans - chattel mortgage
- other
Bills payable - multi option
Finance Company Leases & Loans
Related party facilities
Unused facilities
Bank overdraft
Bank loans - other
2
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
S
E
I
T
I
T
N
E
D
E
L
L
O
R
T
N
O
C
D
N
A
D
E
T
I
M
L
P
U
O
R
G
B
T
P
I
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
26. Financial Risk Management and Other Financial Instrument Disclosures (continued)
(c) Liquidity risk (continued)
Maturities of financial liabilities
The tables below analyse the Group’s and the Parent entity’s financial liabilities and net and gross settled derivative
financial instruments into relevant maturity groupings based on the remaining period at the reporting date to the
contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cashflows.
1 year
or less
1 to 2
years
2 to 3
years
3 to 4
years
4 to 5
years
Over 5
years
Total
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Group 2012
Non-derivatives
Non-interest bearing
4,792
-
-
-
-
-
4,275
-
-
-
4,040
8,315
306
306
79
79
-
15,461
-
26,936
4,792
6,683
Variable rate
Fixed rate
Total financial liabilities
1,308
6,147
12,247
1,100
4,889
5,989
Group 2011
Non-derivatives
Non-interest bearing
4,163
-
-
-
-
-
4,163
Variable rate
Fixed rate
7,706
3,937
-
-
-
-
11,643
8,607
7,401
128
-
-
-
16,136
Total financial liabilities
20,476
11,338
128
-
-
-
31,942
Bank overdraft
The bank overdraft facilities are subject to annual review and may be drawn at any time. The interest rate is variable
and is based on prevailing market rates.
Bank loans
The chattel mortgage loans are repayable by monthly instalments of principal and fixed interest over a period of 2 to
4 years from each draw down date.
The other bank loans are subject to annual review. The interest rate is variable and is based on prevailing market rates.
Related party loans
The related party loans are at the interest rate of 9.5% (2011: 9.5%) and 10% (2011: 10%) per note 22.
Bills payable
The multi-option facility includes variable rate commercial bills of $5,375,000 at a weighted average interest rate
of 7.78%. For each drawing of a bill, a rate is quoted by the bank at the time of draw down. The bills have terms
between one and two years and the facility is subject to annual review.
Maturities of financial liabilities
The previous tables analyse the Group’s and the parent entity’s financial liabilities, net and gross settled derivative
financial instruments into relevant maturity groupings based on the remaining period at the reporting date to the
contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cashflows.
69
A
N
N
U
A
L
R
E
P
O
R
T
2
0
1
2
I
P
T
B
G
R
O
U
P
L
M
I
T
E
D
A
N
D
C
O
N
T
R
O
L
L
E
D
E
N
T
I
T
I
E
S
70
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
27. Segment Information
The Group has three reportable segments:
■■
■■
■■
PTB: Covering the operations of the holding company PTB Group Limited specialising in PT6 and TPE331
Turboprop engines. The business repairs, sells hires and leases PT6 and TPE331 engines, maintains under
contract related engines, and trades in related engine and airframe parts.
IAP: Covering the operations of the IAP Group Australia Pty Ltd trading in aircraft, jet aircraft engines,
airframes and related parts. This business is an aircraft owner and leases aircraft to airline operators under
both operating and finance leases.
Emerald: Covers the operation of PTB (Emerald) Pty Ltd the owner of the aircraft acquired from Emerald
Airways UK which are leased to airline operators under both operating and finance leases.
Geographical Segments (Secondary Reporting)
The Group’s management and operations are based in Brisbane and Sydney, Australia. Its customers, however, are
located in six main geographical markets – Australia/New Zealand, Pacific Islands, North America, Asia, Africa, and
Europe.
Segment assets include rental engines and aircraft which are attributed either to the geographic market in which the
customer who rents the engine or aircraft at year-end is based or, for non-rented engines and aircraft, where they
are physically located.
The following tables outline the distribution of the Group’s sales, adjusted EBITDA, assets and liabilities by those
geographical markets by business segment.
2
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
S
E
I
T
I
T
N
E
D
E
L
L
O
R
T
N
O
C
D
N
A
D
E
T
I
M
L
P
U
O
R
G
B
T
P
I
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
27. Segment Information (continued)
Australia
PNG &
NZ
Pacific
America
North &
South
Asia
Africa
Europe Unallocated
Total
$’000
$’000
$’000
$’000 $’000
$’000
$’000
$’000
2012
(i) Revenue
PTB
Total Segment Revenue
8,639 2,068
1,939 10,423
Inter-segment Revenue
(1,049)
-
-
-
Revenue from external
customers
7,590 2,068
1,939 10,423
3
-
3
212
-
212
425
-
425
19
-
19
3
-
3
533
-
533
-
-
-
-
-
-
- 1,815
-
-
- 1,815
3,011
(381)
2,630
36
-
36
2,042 2,537
-
-
2,042 2,537
- 23,091
- (1,049)
- 22,042
-
-
-
-
-
-
-
2,030
-
2,030
8,584
(381)
8,203
-
-
-
-
-
-
-
10,220 2,104
3,981 14,775
640
555
- 32,275
Emerald
Total Segment Revenue
Inter-segment Revenue
Revenue from external
customers
IAP
Total Segment Revenue
Inter-segment Revenue
Revenue from external
customers
Unallocated
Total Unallocated
Revenue
Revenue from external
customers
(ii) Adjusted EBITDA
PTB
Emerald
IAP
Unallocated
1,208
408
308 1,659
99
449
-
-
7
-
-
378
-
(32)
512
-
-
237
89
-
Adjusted EBITDA
1,756
415
686 2,139
326
3
6
32
-
41
-
-
-
-
-
3,586
310
1,467
-
5,363
71
A
N
N
U
A
L
R
E
P
O
R
T
2
0
1
2
I
P
T
B
G
R
O
U
P
L
M
I
T
E
D
A
N
D
C
O
N
T
R
O
L
L
E
D
E
N
T
I
T
I
E
S
72
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
27. Segment Information (continued)
2012
Australia
PNG &
NZ
Pacific
America
North &
South
Asia
Africa
Europe Unallocated Total
$’000
$’000
$’000 $’000 $’000
$’000
$’000
$’000
(iii) Segment Disclosure Items
Depreciation & Amortisation
PTB
Emerald
IAP
Total
Impairment of Goodwill
IAP
Total
Impairment of Goodwill
PTB
Emerald
IAP
Total
350
-
576
926
-
-
-
-
-
-
51
-
-
51
-
-
-
-
-
-
Unrealised (Gain)/Loss on Foreign Currency
PTB
Emerald
IAP
Total
-
99
2
101
79
-
1
80
48
258
-
-
48
-
273
531
-
72
-
72
-
442
-
442
-
-
-
707
514
849
- 2,070
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- (880)
31
81
31 (799)
(62)
17
(45)
-
-
-
-
-
-
-
3
(59)
(56)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
79
(840)
73
(688)
2
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
S
E
I
T
I
T
N
E
D
E
L
L
O
R
T
N
O
C
D
N
A
D
E
T
I
M
L
P
U
O
R
G
B
T
P
I
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
27. Segment Information (continued)
2012
Australia
PNG &
NZ
Pacific
America
North &
South
Asia
Africa
Europe Unallocated
Total
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Total Segment Assets
PTB
Emerald
IAP
Unallocated
Total
1,197
24,704
-
-
5
-
18,195
342
1,107 1,478
- 13,942
-
-
-
15,232 36,354
13,348
(17,194) 11,293
349 1,597
1,753
725
1,962 31,095
44,096
347
1,456 17,017
1,753
14,073
-
-
-
-
-
-
- 78,742
Total assets includeis:
Non-current Assets (other than financial assets and deferred tax)
PTB
Emerald
IAP
Total
8,921
2
20,523
29,446
-
-
-
-
-
-
- 12,495
- 1,015
- 13,510
-
-
355
355
-
15,232 24,153
12,726
(17,194)
8,029
-
1,962 23,855
12,726
- 56,037
Total Segment Liabilities
PTB
Emerald
IAP
Total
8,445
553
2,777
10,440
9,704
-
-
-
241
333
934
280
28,589
553
3,018 1,547
-
-
49
49
1
170
240
411
- 12,109
- 11,544
- 10,514
- 34,167
73
A
N
N
U
A
L
R
E
P
O
R
T
2
0
1
2
I
P
T
B
G
R
O
U
P
L
M
I
T
E
D
A
N
D
C
O
N
T
R
O
L
L
E
D
E
N
T
I
T
I
E
S
74
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
27. Segment Information (continued)
Australia
PNG &
NZ
Pacific
America
North &
South
Asia
Africa
Europe Unallocated
Total
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
2011
(i) Revenue
PTB
Total Segment Revenue
5,240 2,028
937 10,666
Inter-segment Revenue
(426)
-
-
-
Revenue from external
customers
4,814 2,028
937 10,666
30
-
30
160
-
160
222
-
222
(8)
-
(8)
310
-
310
444 19,337
-
(426)
444 18,911
-
-
-
2,401
-
2,401
832
-
832
320 10,799
-
(764)
320 10,035
-
-
-
-
-
-
- 1,931
-
-
- 1,931
5,512
(764)
4,748
66
-
66
1,070 2,777
-
-
1,070 2,777
-
-
-
-
-
-
-
-
9,562 2,094
2,007 15,374
412
1,134
764 31,347
Emerald
Total Segment Revenue
Inter-segment Revenue
Revenue from external
customers
IAP
Total Segment Revenue
Inter-segment Revenue
Revenue from external
customers
Unallocated
Total Unallocated
Revenue
Revenue from external
customers
(ii) Adjusted EBITDA
PTB
Emerald
IAP
Unallocated
749
320
146 1,659
-
1,704
-
-
23
-
-
399
-
719
893
-
Adjusted EBITDA
2,453
343
545 3,271
5
160
(3)
-
162
-
310
306
-
616
69
-
2,948
1,189
109
3,431
-
-
178
7,568
2
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
S
E
I
T
I
T
N
E
D
E
L
L
O
R
T
N
O
C
D
N
A
D
E
T
I
M
L
P
U
O
R
G
B
T
P
I
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
27. Segment Information (continued)
Australia
PNG &
NZ
Pacific
America
North &
South
Asia
Africa
Europe Unallocated
Total
$’000
$’000
$’000
$’000 $’000
$’000
$’000
$’000
2011
(iii) Segment
Disclosure Items
Depreciation & Amortisation
PTB
Emerald
IAP
Total
Impairment of Goodwill
IAP
Total
Impairment of Assets
PTB
Emerald
IAP
Total
208
-
659
867
-
-
-
-
-
-
54
-
-
54
-
-
-
-
-
-
Unrealised (Gain)/Loss on Foreign Currency
PTB
Emerald
IAP
Total
-
-
-
-
4
-
(1)
3
25
282
-
-
-
85
25
367
-
22
-
22
-
155
1
156
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- 2,438
15
(104)
15 2,334
-
-
-
-
-
-
-
-
(85)
(85)
-
-
-
-
-
-
-
-
7
7
-
-
-
-
-
-
-
-
-
-
-
-
-
-
569
177
745
1,491
-
-
-
-
-
-
4
2,438
(168)
2,274
75
A
N
N
U
A
L
R
E
P
O
R
T
2
0
1
2
I
P
T
B
G
R
O
U
P
L
M
I
T
E
D
A
N
D
C
O
N
T
R
O
L
L
E
D
E
N
T
I
T
I
E
S
76
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
27. Segment Information (continued)
2011
Australia
PNG &
NZ
Pacific
America
North &
South
Asia
Africa
Europe Unallocated
Total
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Total Segment Assets
PTB
Emerald
IAP
Unallocated
Total
1,212
25,862
-
-
14
-
16,026
271
533 1,273
-
-
16,086 34,189
- 12,663
1,407
14,696
(17,514) 12,464
43,100
285
570 16,127
2,831
14,784
37 2,191
1,424
-
-
-
88
-
1,428 31,044
-
-
- 77,697
Total assets includes:
Non-current Assets (other than financial assets and deferred tax)
PTB
Emerald
IAP
Total
9,273
47
19,593
28,913
Total Segment Liabilities
PTB
Emerald
IAP
Total
8,688
12,168
10,587
31,443
-
-
-
-
7
-
-
7
-
457
-
-
16,086 25,816
- 10,882
1,395
13,145
(17,514)
7,955
- 1,758
387
-
1,428 23,166
- 13,097
1,782
13,145
- 56,937
1,767
-
283
2,050
36
156
440
632
-
-
-
-
-
157
208
365
- 10,498
- 12,481
- 11,518
- 34,497
2
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
S
E
I
T
I
T
N
E
D
E
L
L
O
R
T
N
O
C
D
N
A
D
E
T
I
M
L
P
U
O
R
G
B
T
P
I
Notes to the Financial Statements
for the year ended 30 June 2012(Continued)
27. Segment Information (continued)
Other segment information
(i) Segment revenue
Sales between segments are carried out at cost and are eliminated on consolidation. The revenue from external
parties reported to the Board is measured in a manner consistent with that in the income statement.
Revenues from external customers of PTB are derived from repairing, selling, leasing and maintaining PT6 and
TPE331 turbo prop aircraft engines under contract and training related engine and airframe parts. For IAP revenue
is derived from trading in aircraft, jet aircraft engines, airframes and related parts as well as leasing aircraft under
operating and finance leases. Emerald’s revenue is interest income from finance leases and revenue from operating
leases and sale of aircraft.
A breakdown of revenue and results is provided in the preceding tables.
Total Segment revenue
Intersegment eliminations
Interest revenue
Total revenue from continuing operations (note 2)
2012
$’000
2011
$’000
33,705
(1,430)
-
32,537
(1,190)
-
32,275
31,347
The Group is domiciled in Australia. The amount of its revenue from external customers in Australia is $10.220 million
(2011: $9.562 million) and the total revenue from external customers in other countries is $22.055 million (2011:
$21.785 million). Segment revenues are allocated based on the country in which the customer is located.
(ii) Adjusted EBITDA
The Board assesses the performance of the operating segments based on a measure of adjusted EBITDA.
This measurement basis excludes the effects of non recurring expenditure from the operating segments such as,
unrealised gains / (losses) on foreign currency movements and goodwill impairments. Interest income and interest
income on long term HP receivables is allocated to segments whereas financing and interest expense and expenditure
are not allocated to segments.
A reconciliation of adjusted EBITDA to operating profit before income tax is provided as follows:
Adjusted EBITDA
Unrealised gain/(loss) on foreign Currency
Goodwill impairment
Impairment of other assets
Depreciation and amortisation
Finance Costs
Profit before income tax from continuing operations
2012
$’000
2011
$’000
5,363
688
7,568
(2,273)
-
-
(2,070)
(2,208)
1,773
-
-
(1,491)
(2,769)
1,035
77
A
N
N
U
A
L
R
E
P
O
R
T
2
0
1
2
I
P
T
B
G
R
O
U
P
L
M
I
T
E
D
A
N
D
C
O
N
T
R
O
L
L
E
D
E
N
T
I
T
I
E
S
78
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
27. Segment Information (continued)
Other segment information
(iii) Segment assets
The amounts provided to the Board with respect to total assets are measured in a manner consistent with that of the
financial statements. These assets are allocated based on the operations of the segment and the physical location
of the asset.
Reportable segments’ assets are reconciled to total assets as follows:
Segment Assets
Unallocated:
Deferred tax assets
Derivative financial instruments
Total assets as per the statement of financial position
2012
$’000
2011
$’000
76,630
76,095
2,112
-
1,589
13
78,742
77,697
The total of non current assets other than financial instruments and deferred tax assets located in Australia is $29.446
million (2011: $28.913 million), and the total of these non current assets located in other countries is $26.591
million (2011: $28.024 million). Segment assets are allocated to countries based on where the assets are located.
(iv) Segment liabilities
The amounts provided to the board with respect to total liabilities are measured in a manner consistent with that of
the financial statements. These liabilities are allocated based on the operations of the segment.
The group’s borrowings and derivative financial instruments are not considered to be segment liabilities but rather
managed by the treasury function. Reportable segments’ liabilities are reconciled to total liabilities as follows:
Segment Liabilities
Unallocated:
Current tax liabilities
Deferred tax liabilities
Total liabilities as per the statement of financial position
29. Dividends
No dividends were paid in the current or prior (2011) year.
2012
$’000
2011
$’000
30,810
32,021
-
3,357
34,167
41
2,435
34,497
2
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
S
E
I
T
I
T
N
E
D
E
L
L
O
R
T
N
O
C
D
N
A
D
E
T
I
M
L
P
U
O
R
G
B
T
P
I
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
29. Subsidiaries
Name
Country of Incorporation
2012
2011
Equity Holding
PTB Finance Limited (1)
PTB Rentals Australia Pty Ltd (1)
Pacific Turbine, Inc (2)
PTB (Emerald) Pty Ltd (3)
Australia
Australia
USA
Australia
Aircraft Maintenance Services Ltd (4)
United Kingdom
IAP Group Australia Pty Ltd (5)
International Air Parts UK Limited (6)
PTB Emerald Limited (7)
748 Cargo Pty Ltd (8)
Australia
United Kingdom
United Kingdom
Australia
(1) Incorporated 14 October 2005
(2) Incorporated 29 September 2005
(3) Incorporated 4 October 2006
(4) Incorporated 6 November 2006
(5) Purchased as part of business combination on 21 September 2006.
Aeropelican Air Services disposed 30 September 2008.
(6) Incorporated 18 October 2006
(7) Incorporated 13 October 2006
(8) Incorporated 21 June 2007 (Previously PTB Asset Management Pty Ltd)
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
All subsidiaries are 100% owned by PTB Group Limited which is incorporated in Australia. All share capital consists of
ordinary shares in each company and the proportion of ownership interest is equal to the proportion of voting power
held. All subsidiaries were established by the parent except for those acquired as part of the business combination
in prior years.
79
A
N
N
U
A
L
R
E
P
O
R
T
2
0
1
2
I
P
T
B
G
R
O
U
P
L
M
I
T
E
D
A
N
D
C
O
N
T
R
O
L
L
E
D
E
N
T
I
T
I
E
S
80
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
30. Deed of Cross Guarantee
On 29 June 2007, PTB Group Limited and all of its subsidiaries, excluding PTB Finance Limited and Pacific Turbine
Inc, entered into an arrangement as parties to a deed of cross guarantee under which each company guarantees the
debts of the others. By entering into the deed, the wholly owned entities have been relieved from the requirements
to prepare a financial report and Directors’ report under Class Order 98/1418 (as amended) issued by the Australian
Securities and Investments Commission.
(a)
Consolidated statement of comprehensive income and summary of movements in
consolidated retained earnings
PTB Group Limited and its subsidiaries, excluding PTB Finance Limited and Pacific Turbine Inc, represent a ‘Closed
Group’ for the purposes of the Class Order, and as there are no other parties to the Deed of Cross Guarantee that are
controlled by PTB Group Limited, they also represent the ‘Extended Closed Group’.
Set out below is a consolidated statement of comprehensive income and a summary of movements in consolidated
retained profits for the year ended 30 June 2012 of the Closed Group:
Revenue
Other income
Total Revenue
Cost of goods sold
Employee benefits expense
Depreciation and amortisation
Repairs and maintenance
Bad and doubtful debts
Finance costs
Net foreign exchange loss
Net loss on sale of property, plant and equipment
Other expenses
Total expenses
Profit before income tax expense
Income tax expense
Profit for the year
Statement of Comprehensive Income
Profit for the year
Other comprehensive income net of tax
Total comprehensive income for the year attributable
to the owners of the parent entity
Summary of movements in consolidated retained profits
Retained profits at the beginning of the financial year
Reserves
Profit for the year
Retained profits at the end of the financial year
2
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
S
E
I
T
I
T
N
E
D
E
L
L
O
R
T
N
O
C
D
N
A
D
E
T
I
M
L
P
U
O
R
G
B
T
P
I
2012
$’000
2011
$’000
32,275
30,918
-
-
32,275
30,918
(17,712)
(15,060)
(5,390)
(2,070)
(83)
(282)
(2,208)
163
150
(3,070)
(5,028)
(1,491)
(70)
120
(2,397)
(2,659)
(441)
(2,905)
(30,502)
(29,931)
1,773
(398)
1,375
1,375
-
1,375
987
(362)
625
625
-
625
14,101
13,476
-
1,375
15,476
-
627
14,101
Notes to the Financial Statements
for the year ended 30 June 2012
30. Deed of Cross Guarantee (continued)
(b) Consolidated Statement of Financial Position
Set out below is a consolidated statement of financial position as at 30 June 2012 of the Closed Group:
Current Assets
Cash and cash equivalents
Trade and other receivables
Inventories
Derivative financial instruments
Current tax assets
Other current assets
Total Current Assets
Non-Current Assets
Trade and other receivables
Inventories
Other financial assets
Property, plant and equipment
Deferred tax assets
Intangible assets
Other non-current assets
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Borrowings
Current tax liabilities
Provisions
Other current liabilities
Total Current Liabilities
Non Current Liabilities
Borrowings
Deferred tax liabilities
Provisions
Other non-current liabilities
Total Non-Current Liabilities
Total Liabilities
Net Assets
Equity
Contributed equity
Reserves
Retained earnings
Total Equity
2012
$’000
2011
$’000
1,354
6,627
671
4,819
12,355
13,140
-
-
257
13
-
529
20,593
19,172
11,797
10,523
6,072
265
7,206
264
33,517
34,827
2,112
4,334
3
58,100
78,693
4,792
7,457
-
849
1,714
14,812
14,687
3,357
64
1,247
19,355
34,167
44,526
1,589
4,334
47
58,790
77,962
4,788
13,933
41
702
985
20,449
11,418
2,436
164
344
14,362
34,811
43,151
29,050
29,050
-
15,476
44,526
-
14,101
43,151
81
A
N
N
U
A
L
R
E
P
O
R
T
2
0
1
2
I
P
T
B
G
R
O
U
P
L
M
I
T
E
D
A
N
D
C
O
N
T
R
O
L
L
E
D
E
N
T
I
T
I
E
S
82
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
31. Related Party Balances and Transactions
a)
Parent entity and subsidiaries
The ultimate parent entity of the Group is PTB Group Limited. Interests in subsidiaries are set out in note 29.
b)
Key management personnel
Disclosures relating to key management personnel are set out in note 22.
c) Other Transactions with Subsidiaries
The following transactions occurred with subsidiaries:
Parent Entity
Revenue - sale of engines
Revenue - sale of goods and services
Revenue - engine rentals
Purchase of goods and services
Rent and property related expenses
2012
$’000
2011
$’000
579,111
-
662,320
277,088
131,180
187,365
200,415
124,481
265,376
256,896
In addition to the above sales, the parent has also provided, free of charge, other administrative and accounting
assistance to the subsidiaries.
d)
Loans to Subsidiaries
Loans to subsidiaries
19,064,244
18,678,126
The parent entity advanced loans to subsidiaries during the current year. The loans are non-interest bearing,
unsecured, at call and repayable in cash.
e) Outstanding balances arising from sales/purchases of goods and services
Trade and extended credit receivables
Trade payables
63
23
-
-
No provisions for doubtful debts have been raised in relation to any outstanding balances, and no expense has been
recognised in respect of bad or doubtful debts due from related parties.
2
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
S
E
I
T
I
T
N
E
D
E
L
L
O
R
T
N
O
C
D
N
A
D
E
T
I
M
L
P
U
O
R
G
B
T
P
I
Notes to the Financial Statements
for the year ended 30 June 2012 (Continued)
32. Parent Entity Financial Information
a)
Summary financial information
Statement of Financial Position
Current assets
Total Assets
Current liabilities
Total Liabilities
Shareholder’s equity
Issued Capital
Reserves
Retained earnings
Profit or loss for the year
Total comprehensive income
b) Guarantees entered into by the parent entity
Carrying amount included in current liabilities
33. Events after the Balance Date
2012
$’000
2011
$’000
11,352
8,715
49,872
46,881
5,005
5,641
12,128
10,517
29,050
29,050
8,694
37,744
7,314
36,364
1,380
1,107
1,380
1,107
-
-
-
-
No matters or circumstances have arisen since the end of the financial year which have significantly affected or may
significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group
in future years.
34. Contingent liabilities
The Group had the following bank guarantees as at 30 June 2012:
Favouree
Bank
Date
Brisbane Airport Corporation Limited
Bankstown Airport Limited
ANZ
CBA
24/10/2003
27/03/2007
2012
$’000
2011
$’000
-
18
18
21
18
39
83
A
N
N
U
A
L
R
E
P
O
R
T
2
0
1
2
I
P
T
B
G
R
O
U
P
L
M
I
T
E
D
A
N
D
C
O
N
T
R
O
L
L
E
D
E
N
T
I
T
I
E
S
84
Director’s Declaration
for the year ended 30 June 2012
The Directors of the Company declare that:
(a) the attached financial statements and notes, as set out on pages 27 to 83 are in accordance with the
Corporations Act 2001 and:
(i) comply with Australian Accounting Standards and the Corporations Regulations 2001; and
(ii) give a true and fair view of the financial position as at 30 June 2012 and of the performance for the year
ended on that date of the consolidated entity;
(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 30 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 30; and
(d) the financial statements also comply with International Financial Reporting Standards as disclosed in note 1..
The Directors have been given the declarations by the Managing Director and Chief Financial Officer for the financial
year ended 30 June 2012 required by section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the Directors.
H Parker
Chairman
Brisbane
23 August 2012
2
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
S
E
I
T
I
T
N
E
D
E
L
L
O
R
T
N
O
C
D
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Independent Auditor’s Report
for the year ended 30 June 2012
Crowe Horwath Brisbane
ABN 79 981 227 862
Member Crowe Horwath International
Level 16, 120 Edward Street
Brisbane QLD 4000 Australia
GPO Box 736
Brisbane QLD 4001 Australia
Tel: +61 7 3233 3555
Fax: +61 7 3233 3567
www.crowehorwath.com.au
A WHK Group Firm
Independent Auditor’s Report
To the members of PTB Group Limited
Report on the Financial Statements
We have audited the accompanying financial report of PBT Group Limited, which comprises the consolidated
statement of financial position as at 30 June 2012, the consolidated statement of comprehensive income, the
consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended,
notes comprising a summary of significant accounting policies and other explanatory information, and the directors’
declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from
time to time during the financial year.
Directors Responsibility for the Financial Statements
The directors of the company are responsible for the preparation of the financial report that give a true and fair view
in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control
as the directors determine is necessary to enable the preparation of the financial report that is free from material
misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting
Standard AASB 101 Presentation of Financial Statements, that the financial report complies with International
Financial Reporting Standards.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in
accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical
requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about
whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material
misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entity’s preparation and fair presentation of the financial report in order
to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating
the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Crowe Horwath Brisbane is a member of Crowe Horwath International, a Swiss verein (Crowe Horwath). Each
member firm of Crowe Horwath is a separate and independent legal entity. Crowe Horwath Brisbane and its
affiliates are not responsible or liable for any acts or omissions of Crowe Horwath or any other member of Crowe
Horwath and specifically disclaim any and all responsibility or liability for acts or omissions of Crowe Horwath or
any other Crowe Horwath member. © 2011 Crowe Horwath Brisbane
85
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Independent Auditor’s Report
for the year ended 30 June 2012 (Continued)
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.
Opinion
In our opinion:
a. the financial report of PTB Group Limited is in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the company’s and consolidated entity’s financial position as at 30 June 2010
and of their performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the
Corporations Regulations 2001; and
b. the consolidated financial report also complies with
disclosed in Note 1.
International Financial Reporting Standards as
Remuneration Report
We have audited the Remuneration Report included in pages 14 to 18 of the directors’ report for the year
ended 30 June 2012. The directors of the company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to
express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian
Auditing Standards.
Opinion
In our opinion, the Remuneration Report of PTB Group Limited for the year ended 30 June 2012, complies with
section 300A of the Corporations Act 2001.
Crowe Horwath Brisbane
Brendan Worrall
Partner
Signed at Brisbane, 23 August 2012
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Shareholders Information
for the year ended 30 June 2012
The shareholder
applicable as at 24 September 2012.
information set out below was
(c)
The names of the substantial shareholders
(including related entities) listed in the
company’s register are:
(a) Distribution of Shareholders:
Category
(size of Holding)
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Class of equity security
Ordinary
Shares
Options
40
145
56
95
32
368
Number of
Ordinary
Shares Held
Percentage
%
RS Ferris
Keybridge Capital
River Capital
CL Baker
SG Smith
GD Hills
(d) Voting Rights
-
-
-
-
-
-
6,908,054
5,822,033
3,923,032
1,951,704
1,843,860
1,776,000
21.44
18.07
12.17
6.06
6.00
6.00
(b)
The number of ordinary shareholdings held
in less than marketable parcels is 56.
On a show of hands every member present at a meeting in
person or by proxy shall have one vote and upon a poll each
share shall have one vote. Options carry no voting rights.
(e) 20 Largest Shareholders — Ordinary Shares (Quoted):
Number of Ordinary
Fully Paid Shares Held
Percentage
%
RS Ferris
Keybridge Capital Limited
River Capital Alternate Fund Management
Baker Superannuation
G Hills
J Flintoft
M Hills
M Yannis
SG Smith & JA Flintoft Superannuation Fund
RG Yannis
Norfolk Enchants Pty Ltd (Trojan Superannuation Fund)
S Martin
M R & S J Gordon Super A/c
CH Croaker
Moat Investments Pty Ltd
GY & T Yannis
David Family Superannuation Fund
H Parker
R G Farley
H Jones
Huxley Martin Pty Ltd
Huntington Group Pty Ltd
6,908,054
5,822,033
3,923,032
1,269,600
888,000
888,000
888,000
758,175
750,000
625,298
616,565
491,052
446,276
415,414
354,000
351,386
337,000
296,000
276,068
276,000
200,000
199,261
26,979,214
21.44%
18.07%
12.17%
3.94%
2.76%
2.76%
2.76%
2.35%
2.33%
1.94%
1.91%
1.52%
1.38%
1.29%
1.10%
1.09%
1.05%
0.92%
0.86%
0.86%
0.62%
0.62%
83.72%
Unquoted equity securities
Number on issue
Number of holders
Options issued under the PTB Group Ltd Share Option Scheme
to take up ordinary shares
-
-
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Company Statistics
for the year ended 30 June 2012
2012
2011
2010
2009
2008
32,275
1,375
45,575
5,413
31,347
657
43,200
2,079
27,241
1,647
42,543
4,137
38,526
103
40,010
2,110
46,608
3,131
40,225
(2,626)
32,225
32,225
32,225
27,603
26,403
3.13
0.23
138
Nil
1.53
0.25
121
Nil
3.99
0.17
119
Nil
0.25
0.12
129
Nil
8.27
0.46
152
Nil
$1.03
$0.99
$0.88
$0.75
$0.89
Revenue ($’000)
+-Net profit ($’000)
Net Assets ($’000)
Cash Flow from Operating
Activities ($’000)
Ordinary Shares fully paid
(‘000)
Return on average
shareholders’ funds (%)
Share price at year-end ($)
NTA backing per Share
(Cents)
Dividend paid per share in
respect of each financial
year
Average AUD/USD
exchange rate
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6
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PO Box 90 PINKENBA QLD 4008
22 Orient Avenue PINKENBA QLD 4008
t 61 7 3637 7000
f 61 7 3260 1180