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butions to the
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Principle
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dependent dire
ector.
Ro
no
oles of the chair
ot be exercised b
rperson and the
by the same per
e managing dire
rson.
ector should
Th
he Board should
d establish a nom
mination comm
mittee.
Outline
from th
websit
ed in the Ambe
he investor sect
te.
ertech Board Ch
tion of the Amb
harter available
bertech
Outline
availab
Amber
ed in the Corpo
ble from the inv
rtech website.
orate Governan
estor section of
nce Summary
f the
x
Perform
Manag
Septem
mance evaluatio
ging Director an
mber 2013.
ons for the 2012
nd CFO were co
e
2/13 year for the
ompleted in
The Bo
extend
10% of
directo
oard has taken a
ds to non-execu
issued capital,
ors being consid
a view that inde
utive directors w
resulting in 3 o
dered “independ
ependence
with less than
out of 5
dent”.
Satisfie
ed.
Satisfie
ed.
A copy
Comm
section
y of the Remune
ittee charter is
n of the Ambert
eration and Nom
available from
tech website.
mination
the investor
Co
per
dir
ompanies shoul
rformance of th
rectors.
ld disclose the p
he Board, its com
process for eval
mmittees and in
luating the
ndividual
Outline
availab
Amber
ed in the Corpo
ble from the inv
rtech website.
orate Governan
estor section of
nce Summary
f the
Co
spe
ompanies shoul
ecified in the re
ld provide the in
eporting guide t
nformation abo
to Principle 2.
out the board
Directo
connec
to seek
Compa
the Ch
the Dir
Corpor
investo
ors and Board c
ction with their
k independent p
any’s expense, s
hairman. Furthe
rectors’ Report
rate Governanc
or section of the
committees hav
r duties and res
professional adv
subject to appro
er information i
and outlined in
ce Summary ava
e Ambertech w
ve the right, in
ponsibilities,
vice at the
oval of cost by
is contained in
n the
e
ailable from the
ebsite.
A copy
investo
y of the Code of
or section of the
f Conduct is ava
e Ambertech w
e
ailable from the
ebsite.
A copy
investo
y of the Diversit
or section of the
ty Policy is avail
e Ambertech w
lable from the
ebsite.
3.1
Es
tablish a code o
of conduct and
disclose the cod
de.
Es
cod
tablish a policy
de.
y concerning div
versity and disc
close the
Dis
div
sclose measure
versity and prog
able objectives
gress towards a
for achieving g
gender
achieving them
.
Given t
measur
gender
rather t
functio
the small size o
rable objective
r diversity withi
than focus on c
onal areas.
of Ambertech, th
at this point is
in the company
change within d
he only
to increase
y as a whole
discrete
151515
3.4
4.1
4.2
4.3
4.4
5.1
5.2
6.1
6.2
7.1
7.2
7.3
7.4
8.1
8.2
8.3
sclose in the An
Dis
mployees in the
em
ositions and on t
po
nnual Report th
whole organisa
the Board.
he proportion o
ation, in senior
of women
executive
Th
he Board should
d establish an au
e.
udit committee
Str
no
dir
ch
ructure the aud
on-executive dir
rectors, and the
air of the board
dit committee so
rectors, a major
e chairperson is
d and has at leas
o that it consist
rity of independ
s independent a
st three membe
ts of only
dent
and not the
ers.
Th
he audit commit
ttee should hav
ve a formal char
rter
x
20.9%
women
execut
women
(2012:21.4%) of
n. 14.3% (2012:
ives are women
n on the Board.
f Ambertech em
12.5%) of the se
n. There are cur
mployees are
enior
rrently no
Satisfie
ed.
The Au
only tw
structu
udit and Risk M
wo members as
ure of the board
Management Co
it would be ine
d to have three m
ommittee has
efficient for the
members.
A copy
Comm
section
y of the Audit an
ittee Charter is
n of the Ambert
nd Risk Manag
s available from
tech website.
gement
m the investor
Re
qu
an
eport on the abo
ualifications, nu
nual report
ove including n
umbers and mee
names of membe
etings and atten
ers and
ndees in the
Inform
mation contained
d in the Directo
ors’ Report.
Es
en
req
ma
tablish written
sure complianc
quirements and
anagement leve
n policies and pr
ce with ASX Lis
d to ensure acco
el for that comp
rocedures desig
sting rule disclo
ountability at se
liance.
gned to
osure
enior
A copy
Comm
section
y of the Continu
unications Poli
n of the Ambert
uous Disclosure
icy is available f
tech website.
e and
from the invest
tor
Po
dep
ost relevant disc
partures.
closure policies
on website and
d disclose any
Satisfie
ed. See the Amb
bertech websit
te.
De
eff
eff
esign and disclo
fective commun
fective participa
ose a communic
nication with sh
ation at general
cations strategy
hareholders and
l meetings.
y to promote
d encourage
A copy
Comm
section
y of the Continu
unications Poli
n of the Ambert
uous Disclosure
icy is available f
tech website.
e and
from the invest
tor
se the company
Us
we
ebcasting, press
mail.
em
y website to pro
s releases and sh
ovide informatio
hareholder info
on, including
ormation by
Satisfie
ed. See the Amb
bertech websit
te.
Th
po
sum
he Board or app
olicies on risk ov
mmary of those
ropriate board
versight and ma
e policies.
committee sho
anagement and
ould establish
d disclose a
A copy
from th
y of the Risk Ma
he investor sect
anagement Poli
tion of the Amb
icy is available
e.
bertech website
Th
an
he Board should
d report agains
d require manag
st a risk manage
gement to desig
ement and cont
gn, implement
trol system.
Satisfie
ed.
Th
fro
Sec
sys
ide
he Board should
om the Managin
c 295A of the C
stem of risk ma
entifying financ
d disclose wheth
ng Director/CFO
Corporations Ac
anagement and
cial reporting ri
her it has receiv
O that the decl
ct is founded on
an effective sys
isks.
ved assurance
aration under
n a sound
stem of
Satisfie
assuran
ed. The Manag
nce to this effec
ging Director an
ct to the Board.
e
nd CFO provide
Inf
pro
formation speci
ovided.
ified in the guid
de on Principle
7 should be
Th
he Board should
d establish a Re
muneration Co
ommittee.
Cle
rem
ma
early distinguis
muneration from
anagement
sh the structure
m that of execu
e of non-execut
utive directors a
tive director
and senior
Inf
pro
formation speci
ovided.
ified in the guid
de to Principle 8
8 should be
Satisfie
ed.
A copy
Comm
section
y of the Remune
ittee charter is
n of the Ambert
eration and Nom
available from
tech website.
mination
the investor
Satisfie
ed.
Inform
mation contained
d in the Directo
ors’ Report.
161616
For the y
ACN 079
year ended 30 J
9 080 158
June 2013
18
Directors’ R
Report
28
Auditor’s Rep
port &
Independenc
e Declaration
32
Statement o
of Financial
33
Statement of
f Changes in
Position
Equity
35
Notes to the
e Financial
Statements
63
Directors’ De
eclaration
31 S
Statement of P
Profit or Loss
and
Other Compre
O
ehensive Incom
me
34
Statement of
Cash Flows
171717
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
DIRECTORS' REPORT
The directors present their report together with the financial statements of the consolidated entity consisting of Ambertech
Limited and its controlled entites, ("company" or "economic entity") for the year ended 30 June 2013 and the auditor's report
thereon.
DIRECTORS
The qualifications, experience and special responsibilities of each person who has been a director of the Company at any time
during or since the end of the financial year are listed below, together with the details of the company secretary as at the end
of the financial year. All directors were in office during the whole of the financial year and up to the date of this report unless
otherwise stated.
Information on directors
Peter Francis Wallace
Chairman ‐ Non Executive Director
Member of the Audit and Risk Management Committee and Chairman of the Remuneration and Nomination Committee.
Peter Wallace is the founder and Managing Director of Endeavour Capital Pty Limited, an independent corporate advisory
firm. Prior to establishing Endeavour Capital Pty Limited in 1998, he was an Investment Director with private equity
company Hambro‐Grantham. Mr Wallace has been a non‐executive director of over 20 groups of companies.
Mr Wallace has a Bachelor of Commerce degree from the University of New South Wales and a Master of Business
Administration degree from Macquarie University. He is a member of the Institute of Chartered Accountants, and a fellow of
the Australian Institute of Company Directors.
Mr Wallace has been a director of Ambertech’s Group companies since February 2000 and Chairman of Ambertech Limited
since October 2002.
Peter Andrew Amos
Managing Director
Peter Amos graduated from Sydney Technical College (now University of Technology, Sydney) with a Radio Trade Certificate
and from North Sydney Technical College with an Electronics Engineering Certificate. He joined Rank Electronics, the
Company from which Ambertech was formed via a management buyout, as a technician in the mid 1970s, rising from Senior
Technician to Service Manager. Upon the formation of Ambertech Limited, Mr Amos became Technical Director of the
Ambertech Group. He also served in a senior role as Marketing Director of Quantum Pacific Pty Ltd, another company owned
by the Ambertech Limited, until it was sold in the mid 1990s.
Mr Amos has served as Managing Director of Ambertech Limited since 1995 and presided over the growth of the Company
since that date. Mr Amos has been a director of Ambertech’s Group companies since 1987.
Thomas Robert Amos
Non‐Executive Director
Tom Amos founded telecommunications consultancy Amos Aked Pty Limited in the early 1980s. His career in
telecommunications and media spans over 30 years, during which time he has been involved in all facets of the industry. An
engineer by profession, Mr Amos holds a B.E. (Electrical Engineering) degree from Sydney University.
Mr Amos has also been prominent in the telecommunication deregulation debate over a period of 15 years as a (former)
director and Vice Chairman of Australian Telecommunications Users Group Limited (“ATUG”) and as an industry
commentator. He is a director of Wave Link Systems Pty Limited and Amos Aked Swift (NZ) Limited.
Mr Amos has been a director of Ambertech’s Group companies since June 1997.
181818 AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
DIRECTORS' REPORT
Edwin Francis Goodwin
Non‐Executive Director
Chairman of the Audit and Risk Management Committee
Ed Goodwin holds a BSc in economics from London University and an MBA from Sydney University. In recent years he has
been working in new venture finance, following 25 years in senior finance and business development roles primarily in the
telecommunications industry.
Mr Goodwin has been a director of Ambertech’s Group companies since June 1997.
David Rostil Swift
Non‐Executive Director
Member of the Remuneration and Nomination Committee.
David Swift, who holds a B.E. (Electrical Engineering) degree from the University of NSW, has extensive experience in both
the telecommunications and professional electronics industries. Mr Swift, a co‐founder of Amos Aked Swift Pty Ltd and the
founder of AAS Consulting Pty Ltd, is currently an independent telecommunications management and technology
consultant operating in the Australasian Pacific region.
Mr Swift is also a Director and the Chairman of the Australian Telecommunications Users Group Limited (ATUG) and a
Director of Amos Aked Swift (NZ) Limited. In addition to his consulting experience he has had significant management
experience through senior positions with both Westpac Banking Corporation and Telecom Australia. Mr Swift has been a
director of Ambertech's Group companies since June 1997.
Company Secretary
The following person held the position of Company Secretary at the end of the financial year: Robert John Glasson
Robert Glasson joined Ambertech Limited in July 2002 and also holds the position of Chief Financial Officer. He has a
Bachelor of Business degree from the University of Technology, Sydney, and is a member of the Institute of Chartered
Accountants in Australia. He was appointed to the role of Company Secretary on 1 November 2004.
CORPORATE INFORMATION
Nature of operations and principal activities
The principal activities of the economic entity during the financial year were the import and distribution of high technology
equipment to the professional broadcast, film, recording and sound reinforcement industries; the import and distribution of
home theatre products to dealers; distribution and supply of custom installation components for home theatre and
commercial installations to dealers and consumers, and the distribution of projection and display products with business
and domestic applications.
There have been no significant changes in the nature of these activities since the end of the financial year.
Employees
The consolidated entity employed 90 full time employees as at 30 June 2013 (2012: 101 employees).
191919 AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
DIRECTORS' REPORT
REVIEW AND RESULTS OF OPERATIONS
The consolidated loss of the economic entity after providing for income tax for the financial year was $2,212,000. This
was improved from a loss after tax of $4,693,000 in the previous period. Total revenues for the financial year
increased by 9.9% to $54,451,000 (2012: $49,568,000). Further information on the operations is included in the
Chairman's and Managing Director's Report section of the Annual Report, and in the ASX Appendix 4E.
FINANCIAL POSITION
Despite a disappointing operating result the directors believe the economic entity is in a reasonably strong and stable
financial position to expand and grow its current operations. The economic entity recorded positive operating cash
flows of $118,000 for the year ended 30 June 2013 in difficult trading conditions. Borrowings were increased by
$413,000 during the financial year whilst maintaining a healthy working capital ratio.
The economic entity's working capital, being current assets less current liabilities, has decreased by $3,501,000 to
$9,342,000 as at 30 June 2013 (2012: $12,843,000). The net assets of the economic entity have also decreased by
$2,148,000 to $13,157,000 as at 30 June 2013 (2012: $15,305,000).
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There were no significant changes in the state of affairs of the economic entity during the financial year.
SIGNIFICANT EVENTS AFTER BALANCE DATE
There are no matters or circumstances that have arisen since the end of the financial year that have significantly
affected, or may significantly affect, the operations or the state of affairs of the economic entity in future financial
years.
FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES
After a challenging 2012‐13 financial year, the Board and management remain focused on utilising the traditional
strengths of the Ambertech business as a technical distributor to bring new products and brands to market and to
redefine the methods and channels in which the business operates. These initiatives are underway and are the key
drivers of future revenue and profit growth.
The 2013‐14 financial year has begun with some pleasing results across our traditional market segments. As a result,
we are cautiously optimistic that we can deliver on our business strategies, which are focused on returning positive
results to our investors in the short term.
ENVIRONMENTAL REGULATION
The company is subject to regulation by the relevant Commonwealth and State legislation. The nature of the
company's business does not give rise to any significant environmental issues.
202020 AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
DIRECTORS' REPORT
REMUNERATION REPORT (AUDITED)
The information provided below includes remuneration disclosures that are required under the Corporations Act 2001. The
disclosures have been transferred from the financial report and have been audited.
In recent years the remuneration policy of Ambertech has had to take into account competing interests. On one hand,
shareholder returns are inadequate, while Directors, faced with their responsibilities to the Company, need to retain an
experienced, expert Board and executive management team. Directors are aware that these staff may have opportunities to
pursue their careers in less challenging environments with prospects of greater remuneration.
At the 2012 AGM, the non‐binding resolution to adopt the Remuneration Report was not approved. The Board believes that
the predominant sentiment against the resolution was general criticism of the Company and other issues not related to
executive remuneration. Whilst the Board understands the concerns expressed by shareholders, it maintains the view that it
is in the shareholders' interests that the existing executive management team is retained, believing that they are best placed
to lead the Company through its current challenges.
Consistent with this view, there have been no significant changes to the remuneration strategy employed by the Board for
the 2013 financial year. There has been no change in the remuneration of non‐executive directors since 1 January 2010.
Remuneration Strategy
Non‐Executive Director Remuneration
Remuneration of non‐executive directors is determined by the Remuneration and Nomination Committee. In determining
payments to non‐executive directors, consideration is given to market rates for comparable companies for time,
commitment and responsibilities. The Remuneration and Nomination Committee reviews the remuneration of non‐
executive directors annually, based on market practice, duties and accountability.
Remuneration of non‐executive directors comprises fees determined having regard to industry practice and the need to
obtain appropriately qualified independent persons. Fees do not contain any non‐monetary elements. In response to the
financial performance of the company the remuneration of non‐executive directors has remained unchanged since 1 January
2010.
Executive Remuneration
Managing Director and Chief Financial Officer
Remuneration of the Managing Director and the Chief Financial Officer (CFO) is determined by the Remuneration and
Nomination Committee. In this respect, consideration is given to normal commercial rates of remuneration for similar levels
of responsibility. Remuneration comprises salaries, bonuses, contributions to superannuation funds and options.
The Managing Director and CFO receive an incentive element of their salary which is based on achievement of Key
Performance Indicators (KPIs) relevant to their responsibilities. This includes a component that is based on the company's
profit targets. The total incentive amounts payable are capped at a fixed rate rather than as a percentage of total
remuneration.
KPIs are set annually by the Remuneration and Nomination Committee and based on company performance targets, and
vary according to the roles and responsibilities of the executive. At the same time, these KPIs are aligned to reflect the
common corporate goals such as growth in earnings and shareholders' wealth, and achievement of working capital targets.
Performance against the KPIs is assessed annually by the Remuneration and Nomination Committee and recommendations
for payments determined following the end of the financial year.
As a result of the financial performance of the company, the Managing Director and CFO have foregone the entirety of their
short term incentive and KPI salary components for each of the 2011, 2012 and 2013 financial years.
212121 AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
DIRECTORS' REPORT
REMUNERATION REPORT (continued)
Other Executives
Remuneration of other key executives is set by the Managing Director and Chief Financial Officer, with reference to
guidelines set by the Remuneration and Nomination Committee. In this respect, consideration is given to normal
commercial rates of remuneration for similar levels of responsibility. Remuneration comprises salaries, bonuses,
contributions to superannuation funds and options.
Approximately 5% of the aggregate remuneration of the senior sales executives comprises an incentive element which
is related to the KPIs of those parts of the company's operations which are relevant to the executive's responsibilities.
The senior sales executives may also receive a sales commission component, which will vary with the sales
performance of those parts of the sales business for which they are responsible.
KPIs are set annually by the Remuneration and Nomination Committee, with a degree of consultation with executives
to ensure their commitment. The measures are tailored to the areas of each executive's involvement and over which
they have control. They are based on company performance targets, and at the same time, these KPIs are aligned to
reflect the common corporate goals such as growth in earnings and shareholders' wealth, and achievement of working
capital targets. Performance against the KPIs is assessed annually by the Remuneration and Nomination Committee
and recommendations for payments determined following the end of the financial year.
The table below sets out the economic entity's key shareholder indicators for the past 5 financial
years:
Dividends paid (cents per share)
Closing share price at 30 June ($)
Share buy back ($'000)
2013
‐
$0.23
‐
2012
‐
$0.24
‐
Net (loss) / profit after tax ($'000)
(2,212)
(4,693)
Details of Remuneration
2011
0.5
$0.31
8
126
2010
5.5
$0.38
‐
2009
3.5
$0.45
44
1,606
1,806
Details of the remuneration of the directors and the key management personnel (as defined in AASB 124 Related Party
Disclosures) of the economic entity are set out in the following tables.
The key management personnel of the economic entity includes the following:
Name
Position
Name
Position
P Wallace
Non‐Executive Chairman
R Glasson
CFO, Company Secretary
P Amos
T Amos
Managing Director
P Simmons
General Manager, Lifestyle Entertainment
Non‐Executive Director
R Caston
General Manager, Broadcast & Professional
E Goodwin
Non‐Executive Director
R McCleery
Director, Amber New Zealand
D Swift
Non‐Executive Director
Key management personnel are those directly accountable to the Managing Director and the Board and responsible
for the operational management and strategic direction of the Company.
The nature and amount of each major element of the remuneration of each director of the economic entity and each
of the key management personnel of the parent and the economic entity for the financial year are set out in the
following tables.
222222
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
DIRECTORS' REPORT
REMUNERATION REPORT (continued)
Elements of Remuneration
2013
Short‐term employment
benefits
Post
employment
benefits
Share based
payments
Directors
Cash salary Cash Bonus Superannuation
Options
$
$
$
$
%
Total
$
Performance % Relating
Related
to Options
P Amos
P Wallace
T Amos
E Goodwin
D Swift
Executives
R Glasson
R Caston
P Simmons
R McCleery
357,799
55,046
32,111
32,111
11,735
488,802
192,661
178,991
167,591
112,027
651,270
‐
‐
‐
‐
‐
‐
‐
5,000
‐
‐
5,000
32,202
4,954
2,890
2,890
23,265
66,201
17,340
19,541
21,277
‐
58,158
756
‐
‐
‐
‐
756
‐
‐
‐
‐
‐
390,757
60,000
35,001
35,001
35,000
555,759
210,001
203,532
188,868
112,027
714,428
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
2.5%
0.0%
0.0%
0.7%
0.2%
0.0%
0.0%
0.0%
0.0%
0.1%
0.0%
0.0%
0.0%
0.0%
0.0%
2012
Short‐term employment
benefits
Post
employment
benefits
Share based
payments
Directors
Cash salary Cash Bonus Superannuation
Options
$
$
$
$
%
Total
$
Performance % Relating
Related
to Options
P Amos
P Wallace
T Amos
E Goodwin
D Swift
Executives
R Glasson
B Lee
R Caston
P Simmons
G Simeon
R McCleery
350,300
55,046
32,111
32,111
32,231
501,799
174,312
285,090
156,459
147,957
58,495
109,111
931,424
‐
‐
‐
‐
‐
‐
‐
‐
4,359
11,058
‐
‐
15,417
29,700
4,954
2,890
2,890
2,770
43,204
15,688
15,120
13,934
12,988
1,921
‐
59,651
3,683
‐
‐
‐
‐
3,683
36
36
36
‐
‐
36
144
383,683
60,000
35,001
35,001
35,001
548,686
190,036
300,246
174,788
172,003
60,417
109,147
1,006,637
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
2.5%
6.4%
0.0%
0.0%
1.5%
1.0%
0.0%
0.0%
0.0%
0.0%
0.7%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
232323
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
DIRECTORS' REPORT
REMUNERATION REPORT (continued)
Service agreements
An executive agreement exists between Peter Amos, the Managing Director, and Amber Technology Limited. This agreement provides that Mr
Amos, for a period of 12 months from the date of termination, will not engage in activities in competition with the Amber Group. There is a notice
period by either party of 12 months.
The agreement commenced on 31 May 1999 and continues indefinitely. In the event that the company was to exercise its right to terminate the
contract, the current payout value would be $380,000 (2012: $380,000).
Share based compensation
Ambertech has adopted an Employee Share Option Plan (ESOP). The Board of Directors may determine the executives and eligible employees
who are entitled to participate in the ESOP.
The options issued under the ESOP will expire 5 years after the issue date, or earlier on any of the following events:
a
the eligible employee is dismissed with cause or has breached a restriction contained in his/her employment contract;
b
c
d
e
the eligible employee dies while in the employ of the Company;
the eligible employee is made redundant by the Company;
the eligible employee’s employment with the Company is voluntarily terminated by the eligible employee; or
the eligible employee’s employment terminates by reason of normal retirement.
The total number of shares reserved for issuance under the ESOP, together with shares reserved for issuance under any other Option Plan, shall
not exceed 5% of the diluted ordinary share capital in the Company (comprising all Shares, all Options issued under the ESOP and under any other
Option Plan, and all other convertible issued securities).
The ESOP provides the Board with the ability to determine the exercise price of the options, the periods within which the options may be
exercised, and the conditions to be satisfied before the option can be exercised.
The ESOP provides for adjustments in accordance with ASX Listing Rules if there is a capital reconstruction, a rights issue or a bonus issue.
The number of options on issue to directors and key executives at the date of this report is outlined in the following tables. There were no options
issued during or since the end of the financial year.
Options Granted
Grant Details
Overall
Grant
Date
No.
Value
$
Exercise Period
Start
Finish
Exercise
Price
Lapsed
Vested Vested Unvested Lapsed
No.
$
No.
%
%
%
Directors
P Amos
07/12/04
400,000
116,913
30/09/07
30/09/12
$
1.35
100,000
14,850
100,000
14,850
100
‐
100
‐
‐
When exercisable, each option is convertible into one ordinary share on a 1:1 basis.
242424
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
DIRECTORS' REPORT
REMUNERATION REPORT (continued)
There have been no shares issued during or since the end of the financial year as a result of exercise of options. During the
financial year 100,000 options lapsed.
In relation to bonus issues, each outstanding option confers on the option holder the right to receive, on exercise of those
outstanding options, not only one share for each of the outstanding options exercised but also the additional shares the
option holder would have received had the option holder participated in that bonus issue as a holder of ordinary shares.
The assessed fair value at offer date is determined using a Black‐Scholes option pricing model that takes into account the
exercise price, the term of the option,the impact of dilution, the share price at offer date and expected price volatility of the
underlying share, the expected dividend yield and the risk free interest rate for the term of the option.
Interests of Directors
At the date of this report the following interests were held by directors:
End of Remuneration Report
Director
P Wallace
P Amos
T Amos
E Goodwin
D Swift
DIVIDENDS
Ordinary Shares
236,528
4,313,843
5,484,625
2,883,556
2,995,826
Dividends paid or declared by the Company to members since the end of the previous financial year were:
Dividend Type
Record Date Payment Date Cents per share
Franking %
Tax rate
Declared and paid during the year ended 30 June 2013:
Nil
100%
30%
DIRECTORS' MEETINGS
The number of directors' meetings (including meetings of committees of directors) and the number of meetings attended by
each of the directors of the Company during the financial year are:
Director
P Wallace
P Amos
T Amos
E Goodwin
D Swift
Board Meetings
Attended
12
12
12
10
12
Held
12
12
12
12
12
Audit and Risk Management
Committee Meetings
Held
4
‐
‐
4
‐
Attended
4
‐
‐
4
‐
Nomination and Remuneration
Committee
Attended
2
‐
‐
‐
2
Held
2
‐
‐
‐
2
252525
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
DIRECTORS' REPORT
NON‐AUDIT SERVICES
It is the economic entity's policy to employ BDO East Coast Partnership (BDO) (formerly PKF East Coast Practice
(PKF)) for assignments additional to their annual audit duties, when BDO's expertise and experience with the economic
entity are important. During the year these assignments comprised primarily tax compliance assignments. The Board
of Directors is satisfied that the auditors' independence is not compromised as a result of providing these services
because:
‐
‐
All non‐audit services have been reviewed by the Audit and Risk Management Committee to ensure they do not
impact the impartiality and objectivity of the auditor, and
None of the services undermines the general principles relating to the auditor independence as set out in APES 110
Code of Ethics for Professional Accountants, including reviewing or auditing the auditors' own work, acting in a
management or decision making capacity for the company, acting as an advocate for the company or jointly
sharing economic risks and rewards.
During the year fees that were paid or payable for services provided by the auditor of the parent entity
and its related practices as disclosed at note 27.
The directors are satisfied that the provision of non‐audit services during the year by the auditor is compatible with the
general standard of independence for auditors imposed by the Corporations Act 2001.
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.
AUDITORS' INDEPENDENCE DECLARATION
A copy of the auditors' independence declaration as required under section 307C of the Corporations Act 2001 is
following this report.
262626 AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
DIRECTORS' REPORT
INDEMNIFICATION OF OFFICERS
The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a
director or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the company paid a premium in respect of a contract to insure the directors and executives
of the company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance
prohibits disclosure of the nature of liability and the amount of the premium.
ROUNDING
The company is an entity to which Class Order 98/100 applies and, in accordance with this class order, amounts in this
report and the financial statements have been rounded off to the nearest thousand dollars unless otherwise indicated.
Signed in accordance with a resolution of directors.
Director:
P F Wallace
P A Amos
Dated this 26th day of September 2013.
Sydney
272727 Tel: +61 2 9251 4100
Fax: +61 2 9240 9821
www.bdo.com.au
Level 11, 1 Margaret St
Sydney NSW 2000
Australia
INDEPENDENT AUDITOR’S REPORT
To the members of Ambertech Limited
Report on the Financial Report
We have audited the accompanying financial report of Ambertech Limited, which comprises the
consolidated statement of financial position as at 30 June 2013, the consolidated statement of profit or
loss and other 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 Report
The directors of the company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error. In Note 2(a), the directors also state, in accordance with Accounting Standard AASB 101
Presentation of Financial Statements, that the financial statements comply 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 company’s
preparation of the financial report that gives a true and fair view 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 company’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.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations
Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which
has been given to the directors of Ambertech Limited, would be in the same terms if given to the
directors as at the time of this auditor’s report.
BDO East Coast Partnership ABN 83 236 985 726 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd
ABN 77 050 110 275, an Australian company limited by guarantee. BDO East Coast Partnership and BDO (Australia) Ltd are members of BDO International
Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme
approved under Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than
Tasmania.
282828
Opinion
In our opinion:
(a) the financial report of Ambertech Limited is in accordance with the Corporations Act 2001,
including:
(i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2013
and of its performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
(b) the financial report also complies with International Financial Reporting Standards as disclosed in
Note 2(a).
Emphasis of Matter
Without modifying our opinion, we draw attention to Note 2(a) in the financial report, which indicates
that the consolidated entity incurred a net loss of $2,212,000 during the year ended 30 June 2013. In
addition, the consolidated entity’s financing facility expires on 30 November 2013 and, at present, the
result of negotiations to renew this facility is unknown. These conditions, along with other matters as
set forth in Note 2(a), indicate the existence of a material uncertainty that may cast significant doubt
about the consolidated entity’s ability to continue as a going concern and therefore, the consolidated
entity may be unable to realise its assets and discharge its liabilities in the normal course of business.
Report on the Remuneration Report
We have audited the Remuneration Report included in pages 4 to 8 of the directors’ report for the year
ended 30 June 2013. 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 Ambertech Limited for the year ended 30 June 2013
complies with section 300A of the Corporations Act 2001.
BDO East Coast Partnership
Arthur Milner
Partner
Sydney, 26 September 2013
292929
Tel: +61 2 9251 4100
Fax: +61 2 9240 9821
www.bdo.com.au
Level 11, 1 Margaret St
Sydney NSW 2000
Australia
DECLARATION OF INDEPENDENCE BY ARTHUR MILNER TO THE DIRECTORS OF AMBERTECH
LIMITED
As lead auditor of Ambertech Limited for the year ended 30 June 2013, I declare that, to the
best of my knowledge and belief, there have been no contraventions of:
•
•
the auditor independence requirements of the Corporations Act 2001 in relation to the
audit; and
any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Ambertech Limited and the entities it controlled during the
period.
Arthur Milner
Partner
BDO East Coast Partnership
Sydney, 26 September 2013
BDO East Coast Partnership ABN 83 236 985 726 is a member of a national association of independent entities which are all members of BDO (Australia)
Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO East Coast Partnership and BDO (Australia) Ltd are members of BDO
International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by
a scheme approved under Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or
Territory other than Tasmania.
303030
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2013
Revenue
Cost of sales
Gross profit
Other income
Employee benefits expense
Distribution costs
Marketing costs
Premises costs
Depreciation and amortisation expenses
Finance costs
Travel costs
Restructure costs
Impairment of goodwill
Relocation expenses
Other expenses
(Loss) before income tax expense
Income tax benefit
(Loss) for the year
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Economic Entity
Note
2013
$'000
2012
$'000
3
4
3
4
4
4
5
54,451
(41,828)
12,623
12
(9,060)
(1,328)
(1,348)
(1,926)
(350)
(424)
(555)
‐
‐
‐
(849)
(3,205)
993
(2,212)
49,568
(34,357)
15,211
19
(9,363)
(1,314)
(1,704)
(1,954)
(245)
(438)
(552)
(555)
(2,970)
(274)
(1,108)
(5,247)
554
(4,693)
63
63
12
12
(2,149)
(4,681)
Earnings per share
Basic earnings per share (cents)
Diluted earnings per share (cents)
25
25
(7.2)
(7.2)
(15.4)
(15.4)
The consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the attached notes.
313131
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2013
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Current tax assets
Inventories
TOTAL CURRENT ASSETS
NON‐CURRENT ASSETS
Plant and equipment
Intangible assets
Deferred tax assets
TOTAL NON‐CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Other financial liabilities
Provisions
TOTAL CURRENT LIABILITIES
NON‐CURRENT LIABILITIES
Provisions
Other financial liabilities
Deferred tax liabilities
TOTAL NON‐CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Share capital
Reserves
Retained earnings
TOTAL EQUITY
Economic Entity
Note
2013
$'000
2012
$'000
23
6
7
8
10
11
5
12
13
14
14
13
5
15
16
2,843
8,935
10
12,835
24,623
1,794
40
2,421
4,255
2,495
6,841
133
12,550
22,019
1,969
45
1,428
3,442
28,878
25,461
9,983
3,844
1,454
15,281
299
91
50
440
15,721
13,157
11,138
(69)
2,088
13,157
4,839
3,427
910
9,176
801
121
58
980
10,156
15,305
11,138
(118)
4,285
15,305
The consolidated statement of financial position is to be read in conjuntion with the attached notes.
323232
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2013
Share Capital
$'000
Option
Reserve
$'000
Foreign
Currency
Translation
Reserve
$'000
Retained
Earnings
$'000
Total Equity
$'000
Economic Entity
Balance as at 30 June 2011
Loss for the year
Other comprehensive income for the year
Total comprehensive income for the year
Transactions with equity holders:
Costs of share based payments
Total transactions with equity holders
11,138
‐
‐
‐
‐
‐
Balance as at 30 June 2012
11,138
Loss for the year
Other comprehensive income for the year
Total comprehensive income for the year
Transactions with equity holders:
Costs of share based payments
Total transactions with equity holders
‐
‐
‐
‐
‐
Balance as at 30 June 2013
11,138
28
‐
‐
‐
(14)
(14)
14
‐
‐
‐
(14)
(14)
‐
(144)
‐
12
12
‐
‐
8,960
(4,693)
‐
19,982
(4,693)
12
(4,693)
(4,681)
18
18
4
4
(132)
4,285
15,305
63
63
‐
‐
‐
(2,212)
‐
(2,212)
15
15
(2,212)
63
(2,149)
1
1
(69)
2,088
13,157
The consolidated statement of changes in equity is to be read in conjunction with the attached notes.
333333
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2013
Economic Entity
Note
2013
$'000
2012
$'000
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Interest received
Interest and other costs of finance paid
Income taxes paid
Income taxes refunded
Goods and services tax remitted
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for plant and equipment
Payments for intangible assets ‐ website
Net cash (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings
Net cash provided by financing activities
23
Net increase/ (decrease) in cash and cash equivalents held
Cash and cash equivalents at beginning of year
Effect of exchange rate changes on the balance of cash and cash equivalents
held in foreign currencies at the beginning of the financial year
Cash and cash equivalents at end of year
23
The consolidated statement of cash flows is to be read in conjunction with the attached notes.
57,766
(53,251)
34
(424)
‐
124
(4,131)
118
(137)
(35)
(172)
404
404
350
2,495
(2)
2,843
62,649
(58,236)
52
(438)
(132)
325
(3,460)
760
(1,785)
(13)
(1,798)
400
400
(638)
3,134
(1)
2,495
343434
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: INTRODUCTION
The financial statements cover the consolidated entity consisting of Ambertech Limited and its controlled entities.
Ambertech Limited is a company limited by shares, incorporated and domiciled in Australia.
Operations and principal activities
Ambertech is a distributor of high technology equipment to the professional broadcast, film, recording and sound
reinforcement industries and of consumer audio and video products in Australia and New Zealand.
Currency
The financial statements are presented in Australian dollars and rounded to the nearest one thousand dollars.
Registered office
Unit 1, 2 Daydream Street, Warriewood NSW 2102.
Authorisation of financial statements
The financial statements were authorised for issue on 24 September 2013 by the Directors. The company has the
power to amend the financial statements.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Overall Policy
The principal accounting policies adopted in the preparation of these consolidated financial statements are
stated in order to assist in a general understanding of the financial statements. These general purpose financial
statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued
by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001, as appropriate for profit
oriented entities. The financial statements have been prepared under the historic cost convention.
Statement of Compliance
The financial statements comply with Australian Accounting Standards which include Australian equivalents to
International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial
statements and notes of the economic entity comply with International Financial Reporting Standards (IFRS).
Going Concern
During the year the economic entity breached its loan covenants in relation to its financing facilities. These
facilities expire on 30 November 2013, and negotiations to renew the facility cannot occur until results for the
period to 30 September 2013 are known. In addition, whilst the economic entity had positive operating cash flows
for the year of $118,000, it made a loss after tax for the year ended 30 June 2013 of $2,212,000.
These conditions indicate the existence of a material uncertainty that may cast significant doubt about the
economic entity's ability to continue as a going concern and therefore, the economic entity may be unable to
realise its assets and discharge its liabilities in the normal course of business.
After taking into account all of the available information, including the following factors:
‐
‐
‐
Interim results for the period to 31 August 2013 have exceeded budget;
Significant write down of inventory is not expected to reoccur;
The economic entity's debts will be paid as and when they fall due based on the cashflow and profit forecasts
prepared by management; and
The Lifestyle Entertainment segment has been restructured to reduce fixed costs and overheads, providing
ongoing savings,
‐
the directors have concluded that there are reasonable grounds to believe that the basis for the preparation of
the financial statements on a going concern basis is appropriate.
Should the economic entity be unable to continue as a going concern it may be required to realise its assets and
discharge its liabilities other than in the normal course of business and at amounts different to those stated in the
financial statements. The financial statements do not include any adjustments relating to the recoverability and
classification of asset carrying amounts or the amount of liabilities that might result should the company be
unable to continue as a going concern and meet its debts as and when they fall due.
353535 AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(a) Overall Policy (continued)
Reclassification of Rebates
The economic entity has amended the classification of rebates provided to customers for the 2013 financial year.
The comparative numbers for revenue, sale of goods and services, and cost of sales have been amended by
$1,821,000 to relect this change in classification. The change in classification does not impact the net loss of the
economic entity in either year.
Accounting Standards not Previously Applied
The economic entity has adopted the following new and revised Australian Accounting Standards issued by the
AASB which are mandatory to apply to the current period. Disclosures required by these Standards that are
deemed material have been included in these financial statements on the basis that they represent a significant
change in information from that previously made available.
(i)
AASB 2011‐9 Amendments to Australian Accounting Standards ‐ Presentation of Items of Other
Comprehensive Income
The consolidated entity has applied AASB 2011‐9 amendments from 1 July 2012. The amendments require
grouping together of items within other comprehensive income on the basis of whether they will eventually
be "recycled" to the profit or loss (reclassification adjustments). The change provides clarity about the
nature of items presented as other comprehensive income and the related tax presentation. The
amendments also introduced the term 'Statement of profit or loss and other comprehensive income'
clarifying that there are two discrete sections, the profit or loss section (or separate statement of profit or
loss) and the other comprehensive income section.
New Accounting Standards issued but not yet effective
The following standards, amendments to standards and interpretations have been identified as those which may
impact the economic entity in the period of initial application. They are available for early adoption at 30 June
2013, but have not been applied in preparing these financial statements.
(i)
(ii)
AASB 9 Financial Instruments (effective from 1 January 2015)
AASB 10 Consolidation (effective from 1 January 2013)
(a)
(b)
(c)
power over the investee;
exposure, or rights, to variable returns from its involvement with the investee; and
the ability to use its power over the investee to affect the amount of the investor’s returns.
(iii)
AASB 12 Disclosure of Interestes in Other Entities (effective from 1 January 2013)
AASB 12 provides the disclosure requirements for entities that have an interest in a subsidiary, a joint
arrangement, an associate or an unconsolidated structured entity. As such, it pulls together and replaces
disclosure requirements from many existing standards.
(iv)
AASB 13 Fair Value Measurement (effective from 1 January 2013)
AASB 13:
(a)
(b)
(c)
defines fair value;
sets out in a single IFRS a framework for measuring fair value; and
requires disclosures about fair value measurements.
(v) AASB 119 Employee Benefits (effective from 1 Janaury 2013) and AASB 2011‐10 Amendments to Australian
Accounting Standards arising from AASB 119 (effective from 1 January 2013). The amendments changed the
definition of short‐term employee benefits, from "due to" to "expected to" be settled within 12 months. This
will require annual leave that is not expected to be wholly settled within 12 months to be discounted allowing
for expected salary levels in the future period when the leave is expected to be taken. The adoption of the
revised standard from 1 July 2013 is expected to reduce the reported annual leave liability and increase
disclosures of the economic entity.
363636 AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(a) Overall Policy (continued)
(vi)
AASB 2010‐7 Amendments to Australian Accounting Standards arising from AASB 9 (December 2010) [AASB 1,
3, 4, 5, 7, 101, 102, 108, 112, 118, 120, 121, 127, 128, 131, 132, 136, 137, 139, 1023 & 1038 and Interpretations 2, 5,
10, 12, 19 & 127] (effective from 1 January 2013)
(vii)
AASB 2011‐4 Amendments to Australian Accounting Standards to Remove Individual Key Management
Personnel Disclosure Requirements [AASB 124] (effective from 1 July 2013)
(viii)
AASB 2012‐2 Amendments to Australian Accounting Standards ‐ Disclosures ‐ Offsetting Financial Assets and
Financial Liabilities [AASB 7 & AASB 132] (effective from 1 January 2013)
(viii)
AASB 2012‐3 Amendments to Australian Accounting Standards ‐ Offsetting Financial Assets and Financial
Liabilities [AASB 132] (effective from 1 January 2014)
(ix)
AASB 2012‐5 Amendments to Australian Accounting Standards arising from Annual Improvements 2009‐2011
Cycle [AASB 1, AASB 101, AASB 116, AASB 132 & AASB 134 and Interpretation 2] (effective from 1 January
2013)
(b) Significant Judgements and Key Assumptions
Judgements made in applying accounting policies that have the most significant effect on the amounts recognised in
the financial statements are discussed below.
Provision for impairment of receivables
The provision for impairment of receivables assessment requires a degree of estimation and judgement. The level of
provision is assessed by taking into account the ageing of receivables, historical collection rates, and specific
knowledge of the individual debtor's financial position.
Estimated useful life of assets
The economic entity determines the estimated useful life and related depreciation and amortisation charges for
plant and equipment and definite life of intangible assets. This is in accordance with the accounting policy stated in
note 2(h).
Provision for impairment of inventories
The provision for impairment of inventories assessment requires a degree of estimation and judgement. The level of
the provision is assessed by taking into account the recent sales experience, the ageing of inventories and other
factors that affect inventory obsolescence.
Impairment of goodwill
The economic entity tests annually whether goodwill has suffered any impairment and is in accordance with
accounting policy stated in note 2(j).
Long service leave provision
The liability for long service leave is recognised and measured at the present value of the estimated future cash flows
to be made in respect of all employees at the reporting date. In determining the present value of the liability,
estimates of attrition rates and pay increases through promotion and inflation have been taken into account.
Warranty provision
In determining the level of provision required for warranties, the economic entity has made judgements in respect of
the expected performance of the product, expected customer claims and costs of fulfilling the conditions of
warranty. The provision is based on estimates made from historical warranty costs associated with similar products.
373737 AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(c) Consolidation Policy
A controlled entity is any entity controlled by Ambertech Limited. Control exists where Ambertech Limited has the
capacity to dominate the decision‐making in relation to the financial and operating policies of another entity so
that the other entity operates with Ambertech Limited to achieve the objectives of Ambertech Limited. Details of
the controlled entities are contained at note 9.
All inter‐company balances and transactions between entities in the economic entity, including any unrealised
profits or losses, have been eliminated on consolidation.
(d) Revenue Recognition
Sales revenue comprises revenue earned (net of returns, discounts and allowances) from the provision of goods
and services to entities outside the economic entity.
Sale of goods
Revenue from the sale of goods is recognised when all significant risks and rewards of ownership have been
transferred to the buyer. In most cases this coincides with the transfer of legal title, or the passing of possession to
the buyer.
Rendering of services
Revenue from the rendering of a service is recognised upon the delivery of the service to the customers.
Interest revenue
Interest revenue is recognised as it accrues using the effective interest method.
Dividend revenue
Dividends are recognised as income as they are received, net of any franking credits.
(e) Cash and Cash Equivalents
For the purposes of the statement of cash flows, cash and cash equivalents includes cash on hand, deposits at call
with banks or financial institutions, investments in money market instruments maturing within three months, and
bank overdrafts.
(f) 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 generally due for
settlement between 30 and 60 days.
Collectability of trade 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 of trade receivables is raised when
there is objective evidence that the economic entity will not be able to collect all amounts due according to the
original terms of the receivables.
(g) Inventories
Inventories include finished goods and stock in transit and are measured at the lower of weighted average cost and
net realisable value. Costs are assigned on a first‐in first‐out basis and include direct materials, direct labour and an
appropriate proportion of variable and fixed overhead expenses.
383838 AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(h) Plant and Equipment
Plant and equipment is stated at historical cost less depreciation and impairment. Historical cost includes
expenditure that is directly attributable to the acquisition of the items.
Plant and equipment is depreciated over estimated useful life taking into account estimated residual values. The
straight line method is used.
Plant and equipment is depreciated from the date of acquisition or, in respect of leasehold improvements, from the
time the asset is completed and ready for use. The depreciation rates used for each class of plant and equipment
remain unchanged from the previous year and are as follows:
Class of Asset
Plant and equipment
Furniture and fittings
Leasehold improvements
Leased plant and equipment
Useful life
3‐8 years
3‐8 years
Term of the lease
Term of the lease
The carrying values of plant and equipment are reviewed for impairment when events or changes in circumstances
indicate the carrying value may not be recoverable. If any such indication exists and where the carrying values
exceed the estimated recoverable amount, the plant and equipment or cash generating units to which the plant and
equipment belong are written down to their recoverable amount.
(i)
Intangible Assets
Goodwill
All business combinations are accounted for by applying the purchase method. Goodwill represents the difference
between the cost of the acquisition and the fair value of the net identifiable assets acquired.
Goodwill is stated at cost less any accumulated impairment. Goodwill is allocated to cash generating units and is
not subject to amortisation, but tested annually for impairment (refer to note 2(j)).
Where the recoverable amount of the cash generating unit is less than the carrying amount, an impairment loss is
recognised.
Website Costs
Significant costs associated with website costs are deferred and amortised on a straight‐line basis over the period
of their expected benefit, being a finite life of 3 years.
(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 tested 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 which are largely independent of the cash inflows from other
assets or groups of assets (cash‐generating units).
If there is evidence of impairment for any of the company’s financial assets carried at amortised cost, the loss is
measured as the difference between the asset’s carrying amount and the present value of estimated future cash
flows, excluding future credit losses that have not been incurred. The cash flows are discounted at the economic
entity's weighted average cost of capital. The loss is recognised in the statement of profit or loss and other
comprehensive income.
393939 AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(k) Trade and Other Payables
These amounts represent liabilities for goods and services provided to the economic entity prior to the end of financial
year which are unpaid. Due to their short term nature, they are measured at amortised cost and are not discounted.
The amounts are unsecured and are usually paid within 30 days of recognition.
(l) 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 profit or loss and other comprehensive income over the period of the
borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as
transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this
case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or
all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over
the period of the facility to which it relates.
(m) Service Warranties
Provision is made for the estimated liability on all products still under warranty at balance date.
(n) Leases
(i) Operating leases
Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are
charged as expenses in the periods in which they are incurred. Lease incentives under operating leases are
recognised as a liability and amortised on a straight–line basis over the life of the lease term.
(ii) Finance leases
Lease payments, where substantially all the risks and benefits incidental to the ownership of the leased asset
transfer from the lessor to the lessee, are allocated between the principal component of the lease liability and the
finance costs. Leased assets acquired under a finance lease are depreciated over the term of the lease.
(o)
Share Based Payments
Options issued over ordinary shares are valued using the Black‐Scholes pricing model which takes into account the
option exercise price, the current level and volatility of the underlying share price, the risk free interest rate, the
expected dividends on the underlying share, the current market price of the underlying share and the expected life of
the option.
Information relating to these schemes is set out in note 21.
The value of the options is recognised in an option reserve until the options are exercised, forfeited or expire.
(p) Employee Benefits
Short term employee benefits are employee benefits (other than termination benefits and equity compensation
benefits) which fall due wholly within 12 months after the end of the period in which employee services are rendered.
They comprise wages, salaries, commissions, social security obligations, short‐term compensation absences and
bonuses payable within 12 months and non‐mandatory benefits such as car allowances.
The undiscounted amount of short‐term employee benefits expected to be paid is recognised as an expense.
Other long‐term employee benefits include long‐service leave payable 12 months or more after the end of the
financial year.
404040 AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(q)
Income Tax
The income tax expense or benefit for the period is the tax payable on the current period’s taxable income based on
the applicable 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 income tax is provided in full, using the liability method, on temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts. However, the deferred income tax is not accounted for if it
arises from initial recognition of an asset or liability in a transaction other than a business combination that at the
time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined
using tax rates (and laws) that have been enacted or substantially enacted by the reporting date and are expected
to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
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 balances attributable to amounts recognised directly in equity are also recognised directly
in equity.
Tax consolidation legislation
Ambertech Limited and its Australian wholly owned controlled entities have implemented the tax consolidation
legislation.
The head entity, Ambertech Limited, and the controlled entities in the tax consolidated group continue to 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.
Current tax liabilities (assets) and deferred tax assets arising from unused tax losses and tax credits are immediately
transferred to the head entity. The tax consolidated group has entered a tax sharing agreement whereby each
company in the group contributes to the income tax payable by the group in proportion to their contribution to the
group’s taxable income. Differences between the amounts of net tax assets and liabilities derecognised and the net
amounts recognised pursuant to the funding arrangement will be recognised as either a contribution by, or
distribution to the head entity.
414141 AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(r)
Foreign Currency Translation
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation,
are translated to Australian dollars at exchange rates prevailing at the balance sheet date. The revenues and
expenses of foreign operations are translated to Australian dollars at rates approximating to the exchange rates
prevailing at the dates of the transactions.
Foreign exchange differences arising on retranslation are recognised directly in a separate component of equity.
(s)
Earnings Per Share
(i) 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.
(ii) 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 assumed to have been issued for no consideration
in relation to dilutive potential ordinary shares.
(t)
Share Capital
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 the proceeds.
(u) 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.
(v) Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a
substantial period of time to prepare for their intended use or sale, are added to the cost of those assets, until such
time as the assets are substantially ready for their intended use or sale. Other borrowing costs are expensed.
(w) Goods and Services Tax
Revenues, expenses and assets are recognised net of the amount of GST, unless the GST incurred is not recoverable
from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the
expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount
of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the
statement of financial position.
Cash flows are presented on a gross basis. 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.
(x) Derivative financial instruments
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently
re‐measured 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.
Derivatives are classified as current according to expected period of realisation.
424242 AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3: REVENUE
Revenue
‐ Sale of goods and services
‐ Interest received
Other income
‐ Net foreign exchange gains
NOTE 4: EXPENSES
Additional information on the nature of expenses
Inventories
Cost of sales
Movement in provision for inventory obsolescence
Employee benefits expense
Salaries and wages
Employee termination expense
Depreciation
Plant and equipment
Furniture and fittings
Leasehold improvements
Leased plant and equipment
Amortisation
Website costs
Bad and doubtful debts
Rental expense on operating leases:
Minimum lease payments
Net loss on disposal of plant and equipment
Economic Entity
2013
2012
$'000
$'000
54,417
34
54,451
49,516
52
49,568
12
12
19
19
41,828
2,177
34,357
18
8,727
333
9,060
8,907
456
9,363
107
43
144
16
310
40
166
833
1
123
29
34
7
193
52
16
1,315
1
Net fair value gain/(loss) on derivative financial instruments ‐
forward exchange contracts
49
(18)
434343
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5: INCOME TAX
Major components of income tax expense
Current income tax
Under provision in prior years
Deferred tax
Income tax benefit
Reconciliation between income tax expense and prima facie tax on accounting (loss)
(Loss) before income tax expense
Tax at 30% (2012:30%)
Tax effect of non deductible expenses
‐ Entertainment
‐ Impairment charge
‐ Other items
Under provision for income tax in prior years
Income tax (benefit) / expense
Applicable tax rate
The applicable tax rate is the national tax rate in Australia.
Analysis of deferred tax assets
Employee benefits
Plant and equipment
Intangible assets
Accrued expenses
Allowance for doubtful accounts
Provision for obsolesence
Inventory
Unrealised foreign currency loss
Tax losses
Other
Analysis of deferred tax liabilities
Leases
Other
Economic Entity
2013
2012
$'000
$'000
‐
8
(1,001)
(993)
‐
2
(556)
(554)
(3,205)
(5,247)
(962)
(1,575)
7
‐
(46)
8
(993)
449
76
12
225
24
781
23
32
766
33
2,421
48
2
50
9
735
275
2
(554)
438
29
11
32
55
129
22
15
675
22
1,428
57
1
58
Tax consolidated group
Ambertech Limited is head entity in a tax consolidated group. The tax consolidated legislation has been applied in
respect of the year ended 30 June 2013.
Ambertech Limited has entered into a tax sharing agreement with Amber Technology Limited and Alphan Pty Limited.
The tax sharing agreement allows for an allocation of income tax expense to members of the group on the basis of
taxable income.
Tax Losses
The Directors are satisfied that forecast results provide sufficient evidence that the economic entity will be able to utilise
tax losses against future taxable profits of the economic entity.
444444
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6: TRADE AND OTHER RECEIVABLES
Current
Trade accounts receivable (a)
Provision for impairment of receivables (b)
Other receivables (a)
Derivative financial instruments ‐ forward exchange contracts
Prepayments
(a)
Current trade and other receivables are non‐interest bearing loans, generally between 30 and
60 day terms. A provision for impairment is recognised when there is objective evidence that
a trade or other receivable is impaired. These amounts have been included in the other
expenses item.
(b) Movement in the provision for impairment of receivables is as follows:
Current trade receivables
Opening balance
Charge for the year
Amounts written off
Closing balance
(c)
The economic entity's exposure to credit risk and impairment losses related to trade and
other receivables is disclosed at note 24.
NOTE 7: CURRENT TAX ASSETS
The current tax asset in the economic entity of $10,000 (2011: $133,000) represents the amount of
income tax recoverable in respect of current and prior years that arise from the payment of tax in
excess of amounts due to the relevant tax authority.
NOTE 8: INVENTORIES
Current
Finished goods
Stock in transit
Provision for obsolescence
NOTE 9: CONTROLLED ENTITIES
Entity
Parent Entity
‐
Ambertech Limited
Subsidiaries of Ambertech Limited
Amber Technology Limited
‐
Subsidiaries of Amber Technology Limited
‐
‐
Alphan Pty Limited
Amber Technology (NZ) Limited
Economic Entity
2013
2012
$'000
$'000
8,322
(81)
8,241
490
49
155
8,935
6,825
(186)
6,639
56
‐
146
6,841
186
61
(166)
81
26
176
(16)
186
13,410
2,035
15,445
(2,610)
12,835
12,255
728
12,983
(433)
12,550
Country of
Incorporation
Percentage Owned
2013
2012
Australia
Australia
100%
100%
Australia
New Zealand
100%
100%
100%
100%
454545
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10: PLANT AND EQUIPMENT
Non‐Current
Gross Carrying Amount
Accumulated depreciation
Net carrying amount
2013
$'000
2012
$'000
2013
$'000
2012
$'000
2013
$'000
2012
$'000
Economic Entity
Plant and equipment
Furniture and fittings
Leasehold improvements
Leased plant and equipment
Total plant and equipment
1,297
482
1,412
170
3,361
1,258
482
1,345
170
3,255
(1,085)
(272)
(177)
(33)
(1,567)
(1,004)
(232)
(33)
(17)
(1,286)
212
210
1,235
137
1,794
254
250
1,312
153
1,969
Reconciliation of carrying amounts:
2013
Economic Entity
Balance at the beginning of the year
Additions
Disposals
Depreciation and amortisation expense
Carrying amount at the end of the year
2012
Economic Entity
Balance at the beginning of the year
Additions
Disposals
Depreciation and amortisation expense
Carrying amount at the end of the year
Plant and
equipment
$'000
Furniture and
fittings
$'000
Leasehold
improvements
$'000
254
66
(1)
(107)
212
250
4
(1)
(43)
210
1,312
67
‐
(144)
1,235
Plant and
equipment
Furniture and
fittings
Leasehold
improvements
$'000
$'000
$'000
292
85
‐
(123)
254
72
210
(3)
(29)
250
16
1,330
‐
(34)
1,312
Leased
plant and
equipment
$'000
Total
$'000
153
1,969
‐
‐
(16)
137
Leased
plant and
equipment
$'000
‐
160
‐
(7)
153
137
(2)
(310)
1,794
Total
$'000
380
1,785
(3)
(193)
1,969
464646
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11: INTANGIBLE ASSETS
Non‐Current
Goodwill at cost (a)
Less impairment
Website at cost (b)
Less accumulated amortisation
Reconciliation of written down values:
Opening balance at 1 July 2012
Additions
Impairment
Amortisation expense
Closing balance at 30 June 2013
Goodwill Website
$'000
‐
$'000
45
‐
‐
‐
‐
35
‐
(40)
40
Total
$'000
45
35
‐
(40)
40
NOTE 12: TRADE AND OTHER PAYABLES
Current
Trade accounts payable
Other accounts payable
Derivative financial instruments ‐ forward exchange contracts
Amounts payable in foreign currencies:
Trade accounts payable:
‐ US Dollars
‐ British Pounds
‐ Euro
‐ Swiss Francs
‐ New Zealand Dollars
‐
Japanese Yen
NOTE 13: OTHER FINANCIAL LIABILITIES
Current
Bills payable (a)
Lease Liability (b)
Non Current
Lease Liability (b)
Economic Entity
2013
2012
$'000
$'000
2,970
(2,970)
‐
173
(133)
40
40
2,970
(2,970)
‐
138
(93)
45
45
7,684
2,299
‐
9,983
1,855
53
2,700
195
600
‐
5,403
3,814
30
3,844
2,990
1,831
18
4,839
1,201
84
667
205
155
10
2,322
3,400
27
3,427
91
121
474747
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Economic Entity
2013
$'000
2012
$'000
NOTE 13: OTHER FINANCIAL LIABILITIES continued
Details of the economic entity's exposure to interest rate changes on other financial liabilities is outlined in note 24.
The fair value of the financial liabilities approximates their carrying value.
(a) Bills payable
Bills payable are part of a multi‐option borrowing facility that includes flexible overdraft and commercial bill
components. The economic entity breached covenants in relation to the facility during the year and as such is subject
to monthly reporting to its lenders. Subsequent to year end, amended covenants were put in place for the remaining
term of the facility. The facility has an expiry date 30 November 2013.
The facility is secured by a charge over the assets of Amber Technology Limited. Guarantees are in place to a limit of
$4,175,000 (2012:$4,800,000). The value of assets at balance date is $29,350,000 (2012: $26,462,000).
(b) Lease liability
The lease liabilities are effectively secured as the rights to the leased assets, recognised in the statement of financial
position, revert to the lessor in the event of default.
NOTE 14: PROVISIONS
Current
Service warranty
Employee benefits
Non Current
Employee benefits
254
1,200
1,454
299
299
244
666
910
801
801
(a) Service warranty
Provision is made for the estimated warranty claims in respect of products sold which are still under warranty at balance
date. These claims are expected to be settled in the next financial year. Management estimates the provision based on
historical warranty claim information and any recent trends that may suggest future claims could differ from historical
amounts.
(b) Movements in provisions
Movements in provisions, other than employee benefits are set out below:
Opening balance at 1 July 2012
Additional provision recognised
Reductions resulting from payments
Closing balance at 30 June 2013
Service
warranty
$'000
244
264
(255)
253
(c) Amounts not expected to be settled within the next twelve months:
The current provision for long service leave includes all unconditional entitlements where employees have completed the
required period of service. The entire amount is presented as current, since the economic entity does not have an
unconditional right to defer settlement. However, based on past experience, the consolidated entity does not expect all
employees to take the full amount of accrued long service leave or require payment within the next twelve months.
The following amounts reflect leave that is not expected to be taken within the next twelve months:
Long service leave obligation expected to be settled after 12 months
379
429
484848
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 15: SHARE CAPITAL
Ordinary Shares fully paid (no par value)
30,573,181
30,573,181
11,138
11,138
Economic Entity
2013
Shares
2012
Shares
Economic Entity
2013
2012
$'000
$'000
Details
Balance 30 June 2012
Shares bought back
Balance 30 June 2013
Share Buy Back
No of shares
30,573,181
‐
30,573,181
$'000
11,138
‐
11,138
On 2 September 2005, the company announced an on‐market buy back of up to 1,543,150
ordinary shares on issue. The buy back is a part of the company's capital management
and is designed to improve shareholder returns. During the year ended 30 June 2013 the
company bought back nil shares (2012: nil) shares.
Voting Rights
On a show of hands, one vote for every registered shareholder, and for a poll, one vote
for every share held by a registered shareholder.
NOTE 16: RESERVES
Foreign currency translation reserve (a)
Share based payments reserve (b)
For an explanation of movements in reserve accounts refer to Statement of Changes in Equity.
Nature and purpose of reserves
(a) Foreign currency translation reserve
Exchange differences arising on translation of the foreign controlled entity are taken
to the foreign currency translation reserve as described in note 2(r). The reserve is
recognised in profit and loss when the net investment is disposed of.
(b) Share based payments reserve
The share based payments reserve is used to recognise the fair value of options issued
but not exercised.
NOTE 17: CAPITAL & LEASING COMMITMENTS
(a) Operating lease commitments
Payable:
Not later than 1 year
Later than 1 year but not later than 5 years
Later than 5 years
Minimum lease payments
(a)
The Warriewood property lease is a non‐cancellable lease ending on 13 January
2023, with rent payable monthly in advance. Contingent rental provisions within the
lease agreement require that the minimum lease payments shall be increased at
review dates at 3.75% per annum.
(b) The economic entity had no commitments for capital expenditure as at 30 June 2013
(2012: Nil)
(69)
‐
(69)
(132)
14
(118)
1,316
5,411
6,777
13,504
867
5,011
8,124
14,002
494949
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 18: CONTINGENT LIABILITIES
Estimates of the maximum amounts of contingent liabilities that
may become payable:
‐
Bank guarantees by Amber Technology Limited in respect of
various property leases
Economic Entity
2013
$'000
2012
$'000
685
685
685
685
No material losses are anticipated in respect of any of the above contingent liabilities.
NOTE 19: EVENTS SUBSEQUENT TO REPORTING DATE
There are no matters that have arisen since the end of financial year that have significantly affected, or may
significantly affect, the operations or the state of affairs of the economic entity in future financial years.
NOTE 20: RELATED PARTY TRANSACTIONS
Key management personnel compensation
Key management personnel comprises directors and other persons having authority and responsibility for planning,
directing and controlling the activities of the economic entity.
Summary
‐ Short term employee benefits
‐ Post employment benefits
‐ Share based payments
Transactions with related parties
The following transactions occurred with related parties:
‐ Payment for services from associate
‐
Payment for on‐line marketing consulting services (director‐related entity of
Thomas Amos and Edwin Goodwin)
Trade payables for on‐line marketing consulting services (director‐related entity of
Thomas Amos and Edwin Goodwin)
‐
Economic Entity
2013
$
2012
$
1,145,072
124,359
756
1,270,187
1,448,640
102,855
3,827
1,555,323
63,007
50,540
79,200
42,000
6,000
148,207
6,000
98,540
The company has taken advantage of the relief provided by Corporations Regulation 2M.6.04 and information
required to be disclosed by AASB 124 paragraphs Aus25.4 to Aus 25.7.2 in respect of the remuneration of key
management personnel is presented in the Directors' Report.
505050
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 21: SHARE BASED PAYMENT ARRANGEMENTS
The Board may determine the executives and eligible employees who are entitled to participate. The options expire 5
years after vesting or earlier in the event of dismissal, death, termination, redundancy or retirement of the employee.
During the financial year 100,000 options lapsed (2012: 125,000) and no options were forfeited (2012: Nil). There were no
options exercised during the financial year.
The fair value of the options as at the date issued was determined with reference to the market price.
In relation to bonus issues, each outstanding option confers on the option holder the right to receive, on exercise of those
outstanding options, not only one share for each of the outstanding options exercised but also the additional shares the
option holder would have received had the option holder participated in the bonus issue as a holder of ordinary shares.
Employee Share Option Plan
Held by employees at the beginning of the year
Held by employees at the end of the year
Exercisable at the end of the year
Set out below are summaries of options granted under the plan:
Number of Options over
Ordinary Shares
2013
2012
100,000
225,000
‐
‐
100,000
100,000
Date
Granted
Exercise Period
Start
Finish
Exercise
Price
2013
07/12/04
30/09/07
30/09/12
$1.35
Weighted average exercise price
2012
07/12/04
07/12/04
30/09/06
30/09/07
30/09/11
30/09/12
$1.35
$1.35
Weighted average exercise price
Balance at
start of
year
Lapsed/
Forfeited
during
year
Balance at
end of
year
Exercisable
at end
of year
100,000
100,000
$1.35
(100,000)
(100,000)
$1.35
‐
‐
‐
‐
‐
‐
125,000
100,000
225,000
$1.35
(125,000)
‐
(125,000)
$1.35
‐
100,000
100,000
$1.35
‐
100,000
100,000
$1.35
The weighted average remaining contractual life of share options outstanding at the end of the period was nil years
(2012: 0.25 years).
515151
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 22: SEGMENT REPORTING
(a) Description of segments
Management has determined the operating segments based on the internal reports that are reviewed and used by the
Board of Directors in assessing performance and determining the allocation of resources.
The economic entity comprises the following operating segments:
Distribution of high technology equipment to professional broadcast, film, recording
and sound reinforcement industries.
Distribution of home theatre products to dealers, distribution and supply of custom
installation components for home theatre and commercial installations to dealers and
consumers, and the distribution of projection and display products with business and
domestic applications.
Distribution of a wide range of quality products for both professional and consumer
markets in New Zealand.
Professional
Lifestyle
Entertainment
New Zealand
Eliminations
$'000
$'000
$'000
$'000
Economic
Entity
$'000
28,247
53
28,300
1,410
(1,212)
198
23,278
37
23,315
(1,226)
(1,106)
(2,332)
2,892
75
2,967
(129)
‐
(129)
11,604
11,727
1,857
6,479
2,245
1,005
‐
(165)
(165)
‐
‐
‐
‐
‐
‐
‐
54,417
‐
54,417
55
(2,318)
(2,263)
(553)
(2,816)
(389)
(3,205)
993
(2,212)
25,188
3,619
28,807
9,729
5,871
15,600
172
172
350
350
Other
‐
Acquisition of non current segment assets
‐
Depreciation and amortisation of segment
assets
68
136
101
203
3
11
Professional
Lifestyle Entertainment
New Zealand
(b) Segment information
2013
Revenue
‐
‐
Revenue from external customers
Total segment revenue
Inter‐segment revenue
Result
‐ Underlying EBIT
‐ Abnormal Inventory Obsolescence
‐ Segment EBIT
‐ Unallocated / corporate result
‐ EBIT
‐ Net interest and finance costs
‐ Loss before income tax
‐
Income tax benefit
‐ Loss for the year
Assets
‐ Segment Assets
‐ Unallocated/corporate assets
‐ Total assets
Liabilities
‐
Segment Liabilities
‐ Unallocated/corporate liabilities
‐
Total liabilities
525252
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 22: SEGMENT REPORTING (continued)
2012
Revenue
‐ Total segment revenue
‐
Inter‐segment revenue
Revenue from external customers
EBIT
Result
‐ Segment EBIT
‐ Unallocated / corporate result
‐
‐ Net interest and finance costs
‐ Profit before income tax
Income tax expense
‐
‐ Profit for the year
Assets
‐ Segment Assets
‐ Unallocated/corporate assets
‐ Total assets
Liabilities
‐ Segment Liabilities
‐ Unallocated/corporate liabilities
‐ Total liabilities
Professional
Lifestyle
Entertainment
New Zealand
Eliminations
$'000
$'000
$'000
$'000
Economic
Entity
$'000
19,495
210
19,705
27,542
‐
27,542
2,479
‐
2,479
‐
(210)
(210)
(906)
(3,031)
43
6,407
13,835
1,295
2,234
2,399
378
49,516
‐
49,516
(3,894)
(967)
(4,861)
(386)
(5,247)
554
(4,693)
21,537
3,924
25,461
5,011
5,145
10,156
1,798
1,798
245
245
‐
‐
‐
‐
‐
Other
‐
Acquisition of non current segment assets
717
1,075
‐
Depreciation and amortisation of segment
assets
93
140
6
12
535353
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 22: SEGMENT REPORTING (continued)
(c) Segment information on geographical region
Segment Revenues from
Sales to External
Customers
2013
$'000
2012
$'000
Carrying Amount of
Segment Assets
2013
$'000
2012
$'000
Acquisition of Non‐
Current Assets
2013
$'000
2012
$'000
Geographical Location
‐ Australia
‐ New Zealand
(d) Other segment information
51,525
2,892
54,417
47,037
2,479
49,516
23,331
1,857
25,188
20,242
1,295
21,537
169
3
172
1,792
6
1,798
(i) Accounting Policies
Segment revenues and expenses are those directly attributable to the segments and include any joint revenues and
expenses where a reasonable basis of allocation exists. Segment assets include all assets used by a segment and
consist principally of cash, receivables, inventories and property, plant and equipment and goodwill. All remaining
assets of the economic entity are considered to be unallocated assets. Segment liabilities consist principally of
accounts payable, employee entitlements, accrued expenses, provisions and borrowings.
Segment assets and liabilities do not include income taxes.
(ii) Intersegment Transfers
Segment revenues, expenses and result include transfers between segments. The prices charged on intersegment
transactions are the same as those charged for similar goods to parties outside of the economic entity. These transfers
are eliminated on consolidation.
545454
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 23: CASH FLOW INFORMATION
(i) Cash and cash equivalents
Cash and cash equivalents included in the statement of cash flows comprise
the following amounts:
Cash on hand
At call deposits with financial institutions
(ii) Reconciliation of net cash provided by operating activities to loss after
income tax
(Loss) for the year
Depreciation and amortisation
Impairment of goodwill
Net loss on disposal of plant and equipment
Foreign exchange gains
Non‐cash share based payments
Changes in operating assets and liabilities
(Increase)/Decrease in trade and other receivables
(Increase)/Decrease in inventories
Decrease in tax receivable
Increase/(Decrease) in payables
(Decrease)/Increase in lease liabilities
Increase/(Decrease) in provisions
Increase in deferred taxes
Net cash provided by operating activities
(iii) Non Cash Financing and Investing Activities
There were no non‐cash financing or investing activities during the financial year.
Economic Entity
2013
2012
$'000
$'000
3
2,840
2,843
3
2,492
2,495
(2,212)
(4,693)
350
‐
1
(12)
1
(2,013)
(200)
124
5,066
(28)
34
(993)
118
245
2,970
3
(19)
4
6,291
1,032
311
(4,756)
149
(221)
(556)
760
555555
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 24: FINANCIAL RISK MANAGEMENT
The economic entity's financial risk management policies are established to identify and analyse the risks faced by the
business, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management
policies and systems are reviewed regularly to reflect changes in market conditions and the economic entity's
activities.
The economic entity's activities expose it to a wide variety of financial risks, including the following:
credit risk
liquidity risk
‐
‐
‐ market risk (including foreign currency risk and interest rate risk)
This note presents information about the economic entity's exposure to each of the above risks, the objectives, policies
and processes for measuring and managing risk and how the economic entity manages capital.
Liquidity and market risk management is carried out by a central treasury department (Group Treasury) in accordance
with risk management policies. The Board has overall responsibility for the establishment and oversight of the risk
management framework. The Board, through the Audit and Risk Management Committee, oversees how
management monitors compliance with the risk management policies and procedures and reviews the adequacy of the
risk management framework in relation to risks.
The economic entity uses derivative financial instruments such as foreign exchange contracts to hedge certain risk
exposures. Derivatives are used exclusively for hedging purposes. The economic entity does not enter into or trade
financial instruments, including derivative financial instruments, for speculative purposes.
Credit Risk
Credit risk is the risk of financial loss to the economic entity if a customer or the counterparty to a financial instrument
fails to meet its contractual obligations, and arises principally from the economic entity's receivables from customers.
The maximum exposure to credit risk is the carrying amount of the financial assets.
Trade and other receivables
Exposure to credit risk is influenced mainly by the individual characteristics of each customer. The customer base
consists of a wide variety of customer profiles. New customers are analysed individually for creditworthiness, taking
into account credit ratings where available, financial position, past experience and other factors. This includes major
contracts and tenders approved by executive management. Customers that do not meet the credit policy guidelines
may only purchase using cash or recognised credit cards. The general terms of trade for the economic entity are
between 30 and 60 days.
In monitoring credit risk, customers are grouped by their debtor ageing profile. Monitoring of receivable balances on
an ongoing basis minimises the exposure to bad debts.
Impairment allowance
The impairment allowance relates to specific customers, identified as being in trading difficulties, or where specific
debts are in dispute. The impairment allowance does not include debts past due relating to customers with a good
credit history, or where payments of amounts due under a contract for such customers are delayed due to works in
dispute and previous experience indicates that the amount will be paid in due course.
565656 AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 24: FINANCIAL RISK MANAGEMENT (continued)
The ageing of trade receivables at the reporting date was:
Not past due
Past due up to 30 days
Past due 31‐60 days
Past due 61 days and over
Total trade receivables not impaired
Trade receivables impaired
Total trade receivables
Economic Entity
2013
2012
$'000
$'000
4,977
2,280
603
381
8,241
81
8,322
3,156
2,347
331
805
6,639
186
6,825
The economic entity does not have other receivables which are past due (2012: Nil).
Liquidity Risk
Liquidity risk is the risk that the economic entity will not be able to meet its financial obligations as they fall due. The
economic entity's policy for managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity
(cash reserves and banking facilities) to meet its liabilities when due, under both normal and stressed conditions. The
objective of the policy is to maintain a balance between continuity of funding and flexibility through the use of bank
facilities.
The economic entity monitors liquidity risk by maintaining adequate cash reserves and banking facilities and by
continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and
liabilities. The table below summarises the maturity profile of the economic entity's financial liabilities based on
contractual undiscounted payments:
Economic Entity
2013
Trade and other payables
Commercial Bills
Lease Liability
Economic Entity
2012
Trade and other payables
Commercial Bills
Lease Liability
Contractural Cash Flows
Less than
3 months
$'000
3 to 6
months
$'000
6 to 12
months
$'000
More than
12 months
$'000
9,983
3,814
5
13,802
4,839
3,400
6
8,245
10
10
‐
‐
‐
‐
15
15
‐
‐
‐
‐
7
7
14
14
‐
‐
91
91
‐
‐
121
121
Total
$'000
9,983
3,814
121
13,918
4,839
3,400
148
8,387
The economic entity also has a number of premises under operating lease commitments. The future contracted
commitment at year end is disclosed at note 17.
575757
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 24: FINANCIAL RISK MANAGEMENT (continued)
Market Risk
Market risk is the risk that changes in market prices will affect the economic entity's income or the value of its
holdings of financial instruments. The activities of the ecomonic entity expose it primarily to the financial risks of
changes in foreign currency rates and interest rates. The objective of market risk management is to manage and
control market risk exposures within acceptable parameters, whilst optimising the returns.
Foreign Currency Risk
The economic entity operates internationally and is primarily exposed to currency risk on inventory purchases
denominated in a currency other than the functional currency of the economic entity. Where appropriate, the
economic entity uses forward exchange contracts to manage its foreign currency exposures.
The board has adopted a policy requiring management of the foreign exchange risk against the functional currency.
The economic entity is required to hedge the exposure arising from future commercial transactions and recognised
assets and liabilities using forward contracts. The amount of foreign currency denominated payables outstanding
at balance date is disclosed at note 12.
In order to protect against exchange rate movements, the economic entity has entered into forward foreign
exchange contracts. These contracts are hedging highly probably forecasted cash flows for the ensuing financial
year. Management has a risk management policy to hedge between 50% and 80% of anticipated foreign currency
transactions for the subsequent 4 months.
The maturity, settlement amounts and the average contractual exchange rates of the economic entity's
outstanding forward foreign exchange contracts at the reporting date was as follows:
Buy US dollars
Maturity:
0‐3 months
3‐6 months
Buy EUR dollars
Maturity:
0‐3 months
Sell Australian dollars
Average exchange rates
2013
$'000
2012
$'000
2013
2012
2,037
‐
2,359
515
0.9576
0
0.9737
0.9719
138
259
0.7225
0.7727
The following table demonstrates the impact on the profit and equity of the economic entity, if the Australian
Dollar weakened/strengthened by 10%, which management consider to be reasonably possible at balance date
against the respective foreign currencies, with all other variables remaining constant:
Impact on profit
Impact on equity
Weakening of 10%
2013
2012
$'000
$'000
Strengthening of 10%
2013
$'000
2012
$'000
(168)
(168)
183
183
200
200
(120)
(120)
585858
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 24: FINANCIAL RISK MANAGEMENT (continued)
Interest Rate Risk
The economic entity has a borrowing facility which allows the group to utilise a combination of commercial bills and
overdraft facilities to minimise its interest costs whilst maintaining the flexibility to accomodate short term working
capital requirements that may vary from time to time. By converting overdraft to commercial bill debt, interest rates
are effectively converted from variable to fixed rates for the term of the bill. The use of the facility exposes the
economic entity to cash flow interest rate risk.
As at the reporting date, the economic entity had the following fixed and variable rate borrowings:
Note
Weighted average
interest rate
2013
%
2012
%
Balance
2013
$'000
2012
$'000
Commercial Bills
13
6.12%
6.54%
3,814
3,400
The following table demonstrates the impact on the profit and equity of the economic entity if the average interest
rate on the multi option borrowing facility had either increased or decreased by 1%, which management consider to be
reasonably possible over the whole year ending 30 June 2013, with all other variables remaining constant:
Impact on profit
Impact on equity
Increase of 1% of average
interest rate
2013
$'000
2012
$'000
Decrease of 1% of
average interest rate
2013
2012
$'000
$'000
(38)
(38)
(33)
(33)
38
38
33
33
Net Fair Values
The net fair values of assets and liabilities approximate their carrying values. No financial assets or liabilities are readily
traded on organised markets.
Capital Management
The Board's aim is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to
sustain future development of the business. The Board seeks to maintain a balance between the higher returns that
might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital
position.
Total capital is defined as shareholders' equity. The Board monitors the return on capital, which is defined as net
operating income divided by total shareholders' equity. The Board also establishes a dividend payout policy which is
targeted as being greater than 50% of earnings, subject to a number of factors, including the capital expenditure
requirements and the company's financial and taxation position. Dividend payout for the year ended 30 June 2013 is nil
(2012: nil).
There were no changes to the economic entity's approach to capital management during the financial year.
595959
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 25: EARNINGS PER SHARE
Basic earnings per share (cents)
Weighted average number of ordinary shares (number)
Earnings used to calculate basic earnings per share ($)
Diluted earnings per share (cents)
Weighted average number of ordinary shares (number)
Earnings used to calculate diluted earnings per share ($)
Economic Entity
2013
2012
(7.2)
30,573,181
(2,212,000)
(15.4)
30,573,181
(4,693,000)
(7.2)
30,573,181
(2,212,000)
(15.4)
30,573,181
(4,693,000)
(a) The effect of the Executive Share Option Plan options on issue is not considered dilutive because based on
conditions at the date of this report, it is considered unlikely that these options would be converted into ordinary
shares.
NOTE 26: DIVIDEND FRANKING CREDITS
In respect of dividends first recognised as a liability during the period or paid in the period without
previously being recognised as a liability
Dividends that have been fully franked:
Amount in aggregate ($'000)
Cents per share
Tax rate
Amount of franking credits available for subsequent reporting periods ($'000)
‐
‐
30%
6,146
‐
‐
30%
6,146
606060
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Economic Entity
2013
2012
$
$
NOTE 27: AUDITORS' REMUNERATION
During the year the following fees were paid or payable for services provided by the
auditor of the parent and its related practices:
Audit services
BDO East Coast Partnership (formerly PKF)
Audit and review of financial reports, and other work under the Corporations Act
2001.
114,463
114,560
Other practices ‐ PKF NZ
Audit or review of financial reports of subsidiary
Total remuneration for audit services
Non‐audit services
BDO East Coast Partnership (formerly PKF)
8,978
10,000
123,441
124,560
Tax compliance services, including review of company income tax returns
18,460
19,830
Other practices ‐ PKF NZ
Tax compliance services, including review of company income tax returns
Total remuneration for non‐audit services
2,504
20,964
19,830
It is the economic entity's policy to employ BDO on assignments additional to their statutory audit duties where
BDO's expertise and experience with the economic entity are important. These assignments are principally tax
advice or where BDO is awarded assignments on a competitive basis.
616161
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 28: PARENT ENTITY INFORMATION
Information relating to Ambertech Limited (parent entity):
‐ Current Assets
‐ Total Assets
‐ Current Liabilities
‐ Total Liabilities
‐ Share capital
‐ Share based payments reserve
‐ Retained earnings
Profit of the parent entity
Total comprehensive income of the parent entity
Guarantees entered into by the parent entity in relation to the debts of its
subsidiaries
The parent entity and some of its subsidiaries are party to a deed of cross
guarantee under which the parent guarantees the debts of the others.
Contingent Liabilites
The parent entity had no contingent liabilities as at 30 June 2013 (2012: Nil).
Capital Commitments
The parent entity had no capital commitments for property, plant and
equipment as at 30 June 2013 (2012: Nil)
Parent Entity
2013
$'000
2012
$'000
11,046
15,604
1,462
1,462
11,027
15,584
1,462
1,462
11,138
11,138
‐
3,004
19
19
14
2,970
13
13
626262
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
DIRECTORS' DECLARATION
The directors of the company declare that:
1.
The financial statements, comprising the statement of profit or loss and other comprehensive income,
statement of financial position, statement of cash flows, statement of changes in equity and accompanying
notes, are in accordance with the Corporations Act 2001 and:
(a)
(b)
comply with Accounting Standards and the Corporations Regulations 2001 ; and
give a true and fair view of the consolidated entity's financial position as at 30 June 2013 and of its
performance for the year ended on that date.
2.
3.
4.
The company has included in the notes to the financial statements an explicit and unreserved statement of
compliance with International Financial Reporting Standards.
In the directors' opinion, there are reasonable grounds to believe that the company will be able to pay its
debts as and when they become due and payable.
The directors have been given the declarations by the chief executive officer and chief financial officer
required by Section 295A.
This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf
of the directors by:
P F Wallace
Director
P A Amos
Director
Dated this 26th day of September 2013.
Sydney
636363 The follo
owing informa
ation is require
ed by the Aus
stralian Securi
ities Exchange
e Limited.
Distrib
bution of eq
quity securi
ity by size o
:
of holding:
-
-
-
-
and
1,000
5,000
10,000
100,000
1
over
1
1
1
1,001
5,001
1
10,001
1
1
100,001
l
Total
of
Number o
shareholders
s
78
8
2
92
50
0
73
3
3
23
Ordin
Number of
nary Shares
70,400
329,399
432,699
2,398,282
27,342,401
2
% of total
capital
0.23
1.08
1.42
7.84
89.43
6
316
30,573,181
100.00
mber of securit
y investors ho
olding less tha
an a marketab
ble parcel of 2,
778 securities
s is 103 and the
ey hold 121,74
48
The num
s.
securities
Equity
Security H
Holders
The twe
nty largest sh
hareholders a
as at 16 Octob
e:
ber 2013 were
Rank T
Twenty largest ho
olders
(Employee Sup
perannuation
n Fund)
amily Super Fu
und A/C)
und 1)
per Fund)
mited (A K Fu
Ltd (Amos Sup
td
tems Pty Ltd
tems Pty Ltd (
ralia Limited
Limited
d
d (Wygrin Pe
Limited
Australia Pty L
ech
Talon A Pty Lim
1 T
Crowton Pty L
2 C
Howbay Pty Lt
3 H
Wavelink Syst
4 W
Wavelink Syst
5 W
Nanyang Austr
6 N
Appwam Pty L
7 A
Wygrin Pty Lt
8 W
Wygrin Pty Lt
9 W
Crowton Pty L
10 C
JH
H Nominees A
11
Mr Joseph Gre
12 M
Milton Yannis
13 M
Cleery
Mr Ralph McC
14 M
ul Grech & Ms
s Deborah Lee
Mr Joseph Pau
15 M
o
odney Hariono
Mr Stephen Ro
16 M
Betty Le Corn
Cornu & Mrs B
Mr David Le C
17 M
d
Realcal Pty Ltd
18 R
al Pty Ltd
Wallace Capit
19 W
Management
Velkov Funds M
20 V
Ltd (Harry Fa
ension Fund)
Limited
e Grech
nu
Source: Link
Market Services
f
Number of
shares
% of tota
capita
al
al
4,245,667
3,231,681
2,883,556
2,784,625
2,650,000
2,000,464
1,958,325
1,507,556
1,488,270
1,082,162
993,250
413,045
404,348
357,599
333,261
225,070
220,000
200,000
152,600
150,000
13.89
9
7
10.57
9.43
3
9.11
1
7
8.67
4
6.54
6.41
1
4.93
3
7
4.87
3.54
4
3.25
5
1.35
5
2
1.32
1.17
7
1.09
9
0.74
4
2
0.72
0.65
5
0.50
0
9
0.49
27,281,479
3
89.23
646464
Substan
ntial Share
holders
Substant
the comp
tial shareholde
pany under th
ers with a rele
e Corporation
evant interest
ns Act 2001 in
of 5% or mor
nclude:
Shareholde
er
Management
y Ltd
n Investment
k Systems Pty
n Pty Limited
Pty Ltd
Pty Ltd
Accretion
Wavelink
Crowton
Wygrin P
Howbay
Appwam
m Pty Limited
e of total issue
ed shares, bas
sed on notifica
ations provide
ed to
Num
mber of
shares
%
of total
capital
6,246
5,484
4,313
2,995
2,883
1,950
6,131
4,625
3,843
5,826
3,556
0,025
20.43
17.94
14.11
9.80
9.43
6.38
On-Ma
arket Buy B
Back
On 2 Sep
ordinary
unlimited
ptember 2005,
shares on issu
d. The compa
, the company
ue. On 28 Sep
any has not lod
y lodged an Ap
ptember 2006
dged an Appe
ppendix 3C an
the company
endix 3F to fin
nnouncing an
lodged an Ap
nalise the buy
on-market bu
ppendix 3D am
back as at 16
uy-back of up
mending the b
October 2013
to 1,543,150
buy-back dura
.
ation to
The buy b
year ende
back is a part
ed 30 June 201
of the compa
13 no shares w
any's capital m
were bought b
management an
back by the com
nd is designed
mpany.
d to improve s
shareholder re
eturns. Durin
ng the
Voting
rights
On a show
sharehold
w of hands, on
der.
ne vote for eve
ery registered
d shareholder,
and for a poll
l, one vote for
every share he
eld by a regist
tered
656565
Register
red Office
Banke
ers
Sydn
ney Head Of
ffice
Unit 1, 2
Warriew
T: +61 2
2 Daydream S
wood NSW 2
9998 7600
Street
2102
Comm
Level 1
North
monwealth Ba
19, 111 Pacific
Sydney NSW
ank of Austr
c Highway
W 2060
alia
Unit
War
T: +6
am Street
1, 2 Daydrea
riewood NSW
W 2102
00
61 2 9998 760
Directo
rs
Audito
ors
Melb
bourne
hairman
naging Direct
tor
Peter F W
Peter A A
Tom R A
Edwin F
David R
Wallace - Ch
Amos - Man
Amos
F Goodwin
R Swift
BDO E
Level 1
Sydney
T: + 61
artnership
East Coast Pa
11, 1 Margare
t Street
0
y NSW 2000
2 9251 4100
igh Street
Suite
Kew
T: +6
e 12, 79-83 Hi
VIC 3101
61 3 9853 040
01
Compan
y
ny Secretary
ASX L
Listing
Brisb
bane
Robert J
J Glasson
AMO
Share R
Registry
Unit
Unde
T: +6
an Rd
8, 2994 Log
erwood QLD
D 4119
7
61 7 3341 6487
Auck
kland
www.
www.
ambertech.c
amberonline
com.au
e.com.au
Link Ma
Locked B
South Sy
arket Service
Bag A14
ydney NSW
es
1235
Or
e Street
Level 12
Sydney N
T: +61 2
T: 1300 5
, 680 George
NSW 2000
8280 7111 or
554 474
a Road
and 0672
3, 77 Porana
nfield, Auckla
w Zealand
Unit
Glen
New
T: + 6
64 9 443 075
53
666666