More annual reports from Ambertech Limited:
2023 ReportA N N U AL R E P O R T 2 0 1 5 SOURCE SOURCE SOURCE SOURCE SUPPLY SUPPLY SUPPLY SUPPLY SUPPLY SUPPLY SUPPORT SUPPORT SUPPORT SUPPORT SUPPORT SOURCE A Long History of Excellence Formed in 1987 and ASX listed in 2004, Amber Technology delivers some of the world’s most innovative, award winning brands to the Australian and New Zealand markets, for both professional business and consumer markets across a range of categories. Our customers enthusiastically embrace new technology, so Amber Technology provides the link between state-of-the-art manufacturers and customers who know what they want and demand the best available. Our Vision From critical professional applications through to complete home lifestyle environments, the past three decades have seen audio and vision technologies evolve and merge at an extraordinary pace. Throughout this amazing technological revolution, Amber Technology has constantly demonstrated an uncanny ability to predict future trends and continually stay ahead of the curve by providing our diverse customer base with the tools they need as to keep pace with change. Australia-wide Network Constantly Evolving A strong, experienced team With offices and representatives in all major capital cities, supported by a comprehensive national network of authorised dealers and service agents, Amber provides an efficient distribution and support system across a territory larger than the USA, with just one tenth of the population. Our customers expect the best the world has to offer and the Amber team has built a well-deserved reputation for delivering world- class service and support. As the multi-media revolution continues to accelerate into previously unimagined areas, Amber is exceptionally well positioned to serve the needs both of our customers and suppliers in an era of rapidly evolving market requirements and technology. The Amber team, industry experts with long standing experience, is well aware that our clients expect only the very latest and best from us, so we continuously scour the world to stay abreast of possible future market directions and the technology to satisfy them. Successful business formula Our success over the past three decades has been built on a formula of offering only the best and most innovative technology to our clients and backing it up with unmatched after-sales support. It is a policy that has enabled us to enjoy constant growth even in the most challenging economic conditions and our customers can be assured we will continue to provide them with the best the world has to offer into the future, as we enter our fourth decade servicing the Australian audio visual market. 1 Business Units Media Systems Today our Media Systems Group works with the traditional Australian television and radio broadcast industry as well as new media partners in diverse industries such as law enforcement and defence, sporting and large scale events. From content creation and acquisition, delivery, processing and asset management, we can offer an all-in- one turnkey package for creating, delivering and managing all types of media content. Professional Products The Professional Products Group has a strong reputation as a preferred supplier of high technology equipment in Australia for live sound and lighting in many different industries. Offering brands that are suitable for touring artists, live stage shows and broadcast media, through to smaller requirements for a live sound or lighting installation. Integrated Solutions The Integrated Solutions team offers cohesive systems for the custom installation and professional digital display markets. We manage a portfolio of high end audio visual and infrastructure brands for both residential and commercial markets, with customers typically engaging the services of a professional installer for a full “turnkey” solution. Major Retail Our Major Retail division works with home electronics retailers nationally, both major retail chains as well as independent specialist outlets, to supply home entertainment solutions for the residential market. Our focus is on offering a comprehensive selection of exclusive high end audio visual and accessory brands for the home consumer market. Our Market Presence Amber Technology is one of Australia’s largest and most respected distributors of high technology equipment solutions to the professional broadcast, film, recording, live production and home entertainment markets. Amber Technology can create end-to-end answers for our customers, whether they are professional enterprises or the home entertainment enthusiast. In all of our business units, our Tier 1 brand partners are carefully chosen for their forward thinking approach to technology, innovation and integrity, and focus on R & D. We partner with exclusive, world leading and respected brands renowned for their build quality, market relevance, commitment to the Australian market and value for money. The business is defined in four business units who can work together to create solutions for individual customer requirements, with more than 70 brands in our portfolio to choose from. SUPPLY 2 Our Customers At Amber we aim to build and maintain long-term relationships with our customers by creating personalised experiences across all touch points and by anticipating customer needs and providing customised service. Across a wide range of industries seeking high technology answers for their needs, our combined portfolio of brands and products gives Amber the flexibility to create tailored packages to meet your specific brief. Industries we currently operate include: • Education at all levels – primary, secondary, tertiary • Corporate events • Retail • • • • • • • • • • • • • • • • • • IT installations Hospitality Live events Military Security Defence Police Mining Gas and oil rigs Government Legal Marine and air simulation facilities Houses of Worship Broadcast and media Architecture, landscaping and interior design - commercial and residential Live and recorded audio Live music Home entertainment SUPPORT End to End Audio Visual Solutions During its long history in the audio visual business the company has evolved to become a full service distribution company. In 2012 the Amber Technology team moved to a new purpose built facility on Sydney’s Northern Beaches. Source Support • The Amber Technology team have the • High level of post-sales support across all of industry experience and connections required to source the latest products and brands in the market, monitoring international industry trends and searching for the latest innovations our business units • Service team at Amber HQ available for repairs and technical advice • We strive to build our portfolio with high • National network of service agents to assist our customers with their repair and technical issues • Technical Services Group – dedicated team of specialists servicing the media systems industry for, installation, training and trouble shooting • Spare parts and trade desk • Custom Installer network for commercial and residential premises • Ongoing training in our purpose built training facilities at HQ • Offices and sales presence in all capital cities across Australia quality brands, recognised for their technology advancements, to ensure the Amber range is comprehensive and adaptable to meet our many different customers’ requirements Supply • Our team of Account Managers are dedicated to servicing all of our business units and their needs. They range from specialists in Media Systems through to Major Retail management, each armed with the industry knowledge to build a solution for your requirements • Whatever the brief, Amber Technology has the connections to find the right answer for your business. Representing 70+ brands means if we don’t currently stock it, we know someone who does and can get it for you • Our nation-wide dealer network ensures we have maximum coverage in all of our markets • Ability to ship nationally with state of the art warehouse facilities 3 Contents 5 Shareholders’ Letter 7 Our Brands 12 Financial Report 59Shareholder Information 61 Corporate Directory 4 Dear Shareholders On behalf of your Board and executive management we would like to present you with your 2015 Annual Report. The most recent results of the company continue to reflect the many challenges that have presented themselves to the Board and management of Ambertech in recent times. The Board and executive management have been working hard to ensure that the long term goals of the business are achieved; by implementing a strategic plan for the future and by restructuring the business to ensure the goals established by that strategic plan are reached. The underlying results of the Amber Technology businesses in both Australia and New Zealand showed further improvement for the 2015 financial year. Despite this, the Board understands the need to continue to build on this improvement in both the short and longer term. Underlying Result Pre-Tax 4,737 3,362 2,155 0 0 0 $ ' 2,548 2,283 158 FY'06 FY'07 FY'08 FY'09 FY'10 FY'11 FY'12 FY'13 FY'14 FY'15 (419) (1,205) (1,000) (2,277) Financial Year Note: Normalised Result removes the impact of restructure and impairment costs. The 2015 financial year will be remembered as the year our major business units were transformed into more customer focused groups. Our Lifestyle Entertainment Segment contains two groups – Major Retail and Integrated Solutions, whilst our Professional Segment is represented by our Media Systems and Professional groups. This transformation was identified as key to the future success of the business and is now operational for the 2016 financial year. 5 Our New Zealand operation returned a profit for the 2015 financial year. We would like to congratulate the New Zealand management for steering the business through some difficult economic times and we hope to build on this result in coming years. In August 2014 the board of Ambertech announced that the company has secured a new two year finance facility with Bibby Financial Services. This has now been extended until the end of October 2016. This invoice discounting solution has approval up to $6M and has provided Ambertech with greater flexibility to undertake new projects and to fund potential growth opportunities. This flexibility has already assisted the company in its current turnaround phase. The board of Ambertech are, collectively, substantial shareholders in Ambertech and their interests continue to be aligned with the interests of all shareholders. The Board would like to thank their skilled and dedicated management team and staff for their support, and believe they will be integral in achieving the strategic objectives of Ambertech in the future. Peter Wallace Chairman Peter Amos Managing Director 6 7 8 9 10 11 For the year ended 30 June 2015 ACN 079 080 158 14 Directors’ Report 24 Auditor’s Report & 27 Statement of Profit or Loss and Independence Declaration Other Comprehensive Income 28 Statement of Financial 29 Statement of Changes in 30 Statement of Cash Flows Position Equity 31 Notes to the Financial 58 Directors’ Declaration Statements 12 AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 13 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 2015 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 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. 14 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 and Chief Operating Officer 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 Operating 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 economic entity employed 89 full time employees as at 30 June 2015 (2014: 94 employees). 15 AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 DIRECTORS' REPORT REVIEW AND RESULTS OF OPERATIONS The consolidated loss of the economic entity before providing for income tax for the financial year was $419,000. This was improved from a loss before tax of $1,000,000 in the previous period. Total revenues for the financial year increased by 3.9% to $50,157,000 (2014: $48,281,000). 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 with the potential to expand and grow its current operations. The economic entity recorded positive operating cash flows of $367,000 (2014: Negative $2,360,000) for the year ended 30 June 2015 in difficult trading conditions. Whilst borrowings were increased by $712,000 during the financial year, the economic entity maintained a healthy working capital ratio. The economic entity's working capital, being current assets less current liabilities, has decreased by $237,000 to $8,316,000 as at 30 June 2015 (2014: $8,553,000). The net assets of the economic entity have also decreased by $1,700,000 to $10,539,000 as at 30 June 2015 (2014: $12,239,000). This was mainly due to a tax expense of $1,235,000 from the reversal of previously recognised tax losses which the board determined could no longer be recognised as a deferred tax asset. 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 were no matters that have arisen since the end of the financial year that have significantly affected, or may significantly affect the operations or state of affairs of the economic entity in future financial years. FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES The 2015‐16 financial year has begun well, and as a result the Board of Ambertech Limited ("the Board") is cautiously optimistic that it can deliver on business strategies, which continue to focus on returning positive results for investors in the short term. At this early stage the Board is unable to provide guidance on potential results with any certainty; however expects to be able to update investors by the time of holding the company's AGM. 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. We are continuing to progress these initiatives which are the key drivers of future revenue and profit growth. 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. 16 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 and its regulations. The disclosures contained within the remuneration report have been audited. In recent years the remuneration policy of the company 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. Consistent with this view, there have been no significant changes to the remuneration strategy employed by the Board for the 2015 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 Operating Officer Remuneration of the Managing Director and the Chief Operating Officer (COO) 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 COO 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, however if paid on target these incentives would have represented approximately 20% of total salary for the Managing Director and 15% of total salary for the COO. 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 COO have foregone the entirety of their short term incentive and KPI salary components for each of the 2011,2012,2013,2014 and 2015 financial years. 17 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 Operating 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) 2015 ‐ 2014 ‐ Closing share price at 30 June ($) $0.135 $0.20 Share buy back ($'000) ‐ ‐ 2013 ‐ $0.23 ‐ 2012 ‐ $0.24 ‐ Net (loss) / profit after tax ($'000) (1,654) (1,000) (2,212) (4,693) 2011 0.5 $0.31 8 126 Details of Remuneration 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 Group COO, Company Secretary P Amos Group Managing Director P Simmons General Manager, Lifestyle Entertainment T Amos Non‐Executive Director R Caston General Manager, Broadcast & Professional E Goodwin Non‐Executive Director R McCleery Managing 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. 18 AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 DIRECTORS' REPORT REMUNERATION REPORT (continued) Elements of Remuneration 2015 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 90 477,157 192,661 143,302 169,163 130,075 635,201 ‐ ‐ ‐ ‐ ‐ ‐ ‐ 5,000 10,000 ‐ 15,000 33,991 5,229 3,051 3,051 34,990 80,312 18,303 35,089 22,021 ‐ 75,413 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 391,790 60,275 35,162 35,162 35,080 557,469 210,964 183,391 201,184 130,075 725,614 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 2.7% 5.0% 0.0% 2.1% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% (1) On 12 June 2015, a cash bonus of $5,000 was paid to Mr Caston relating to performance against KPI's. The bonus is 100% of the total available to Mr Caston under his KPI scheme. (2) On 14 August 2014, a cash bonus of $5,000 was paid to Mr Simmons relating to performance against 2013‐14 KPI's. The bonus is 100% of the total available to Mr Simmons under his KPI scheme. On 12 June 2015, a cash bonus of $5,000 was paid to Mr Simmons relating to performance against 2014‐15 KPI's. The bonus is 100% of the total available to Mr Simmons under his KPI scheme. 2014 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 90 477,157 192,661 182,473 169,696 126,457 671,287 ‐ ‐ ‐ ‐ ‐ ‐ ‐ 5,000 ‐ ‐ 5,000 33,096 5,092 2,970 2,970 34,990 79,118 17,821 25,000 24,999 ‐ 67,820 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 390,895 60,138 35,081 35,081 35,080 556,275 210,482 212,473 194,695 126,457 744,107 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 2.4% 0.0% 0.0% 0.7% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% (1) On 15 September 2013, a cash bonus of $5,000 was paid to Mr Caston relating to performance against KPI's. The bonus is 100% of the total available to Mr Caston under his KPI scheme. 19 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 (2014: $380,000). Share based compensation The company 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. There were no options on issue to directors and key executives at the date of this report. There were no options issued during or since the end of the financial year. There have been no shares issued during or since the end of the financial year as a result of exercise of options. 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. 20 AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 DIRECTORS' REPORT Interests of Directors At the date of this report the following interests were held by directors: Director P Wallace P Amos T Amos E Goodwin D Swift DIVIDENDS Ordinary Shares 2015 2014 236,528 4,313,843 5,484,625 2,883,556 2,995,826 236,528 4,313,843 5,484,625 2,883,556 2,995,826 There were no dividends paid or declared by the Company to members since the end of the previous financial year. 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 10 10 10 8 10 Held 10 10 10 10 10 Audit and Risk Management Committee Meetings Held 3 Attended 3 ‐ ‐ 3 ‐ ‐ ‐ 3 ‐ Nomination and Remuneration Committee Attended 2 ‐ ‐ ‐ 2 Held 2 ‐ ‐ ‐ 2 21 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) 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 are 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 set out on page 11. 22 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 30th day of September 2015. Sydney 23 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 TIM SYDENHAM TO THE DIRECTORS OF AMBERTECH LIMITED As lead auditor of Ambertech Limited for the year ended 30 June 2015, I declare that, to the best of my knowledge and belief, there have been: 1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and 2. No contraventions of 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. Tim Sydenham Partner BDO East Coast Partnership Sydney, 30 September 2015 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. 24 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 2015, 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. 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. 25 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. 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 2015 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). Report on the Remuneration Report We have audited the Remuneration Report included in pages 21 to 25 of the directors’ report for the year ended 30 June 2015. 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 2015 complies with section 300A of the Corporations Act 2001. BDO East Coast Partnership Tim Sydenham Partner Sydney, 30 September 2015 2 26 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 2015 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 Other expenses (Loss) before income tax Income tax expense (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 2015 $'000 2014 $'000 3 4 3 4 4 4 5 50,157 (34,980) 15,177 ‐ (8,500) (1,590) (1,053) (1,901) (279) (829) (483) (961) (419) (1,235) (1,654) 48,281 (34,095) 14,186 165 (8,512) (1,568) (1,195) (1,895) (285) (459) (576) (861) (1,000) ‐ (1,000) (46) (46) (1,700) 82 82 (918) Earnings per share Basic earnings per share (cents) Diluted earnings per share (cents) 25 25 (5.4) (5.4) (3.3) (3.3) The consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the attached notes. 27 AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2015 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 (Accumulated losses)/retained earnings TOTAL EQUITY Economic Entity Note 2015 $'000 2014 $'000 23 6 7 8 10 11 5 12 13 14 14 13 5 15 16 1,521 7,325 1 14,906 23,753 1,365 16 1,146 2,527 511 8,242 11 13,760 22,524 1,575 25 2,387 3,987 26,280 26,511 9,113 4,719 1,605 15,437 278 23 3 304 15,741 10,539 11,138 (33) (566) 10,539 8,258 4,007 1,706 13,971 240 58 3 301 14,272 12,239 11,138 13 1,088 12,239 The consolidated statement of financial position is to be read in conjuntion with the attached notes. 28 AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2015 Share Capital $'000 Option Reserve $'000 Foreign Currency Translation Reserve $'000 Retained Earnings $'000 Total Equity $'000 Economic Entity Balance as at 30 June 2013 Loss for the year Other comprehensive income for the year Total comprehensive income for the year Balance as at 30 June 2014 Loss for the year Other comprehensive income for the year Total comprehensive income for the year 11,138 ‐ ‐ ‐ 11,138 ‐ ‐ ‐ Balance as at 30 June 2015 11,138 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ (69) ‐ 82 82 13 ‐ (46) (46) (33) 2,088 (1,000) ‐ (1,000) 1,088 (1,654) ‐ (1,654) (566) 13,157 (1,000) 82 (918) 12,239 (1,654) (46) (1,700) 10,539 The consolidated statement of changes in equity is to be read in conjunction with the attached notes. 29 AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2015 Economic Entity Note 2015 $'000 2014 $'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 refunded Goods and services tax remitted Net cash provided by/ (used in) operating activities 23 CASH FLOWS FROM INVESTING ACTIVITIES Payments for plant and equipment Net cash (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from borrowings Repayment of borrowings Net cash provided by financing activities 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 55,632 (50,702) 22 (829) 10 (3,766) 367 (61) (61) 4,353 (3,658) 695 1,001 511 9 1,521 53,775 (52,140) 25 (458) ‐ (3,562) (2,360) (50) (50) 133 (33) 100 (2,310) 2,843 (22) 511 The consolidated statement of cash flows is to be read in conjunction with the attached notes. 30 AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: INTRODUCTION The financial statements cover the economic 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 Limited 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 30 September 2015 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 After taking into account all of the available information, 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. 31 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) New, revised or amending Accounting Standards and Interpretations adopted The economic entity has adopted all of the new, revised or amending Accounting Standards and interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. Any significant impact on the accounting policies of the economic entity from the adoption of these Accounting Standards and Interpretations are disclosed below. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the economic entity. The following Accounting Standards and Interpretations are most relevant to the economic entity: (i) AASB 2012‐3 Amendments to Australian Accounting Standards ‐ Offsetting Financial Assets and Financial Liabilities The consolidated entity has applied AASB 2012‐3 from 1 July 2014. The amendments add application guidance to address inconsistencies in the application of the offsetting criteria in AASB 132 'Financial Instruments: Presentation', by clarifying the meaning of 'currently has a legally enforceable right of set‐off'; and clarifies that some gross settlement systems may be considered to be equivalent to net settlement. (ii) AASB 2013‐3 Amendments to AASB 136 ‐ Recoverable Amount Disclosures for Non‐Financial Assets The consolidated entity has applied AASB 2013‐3 from 1 July 2014. The disclosure requirements of AASB 136 'Impairment of Assets' have been enhanced to require additional information about the fair value measurement when the recoverable amount of impaired assets is based on fair value less costs of disposals. Additionally, if measured using a present value technique, the discount rate is required to be disclosed. (iii) AASB 2014‐1 Amendments to Australian Accounting Standards (Parts A to C) The consolidated entity has applied Parts A to C of AASB 2014‐1 from 1 July 2014. These amendments affect the following standards: AASB 8 'Operating Segments': amended to require disclosures of judgements made in applying the aggregation criteria and clarifies that a reconciliation of the total reportable segment assets to the entity's assets is required only if segment assets are reported regularly to the chief operating decision maker; AASB 13 'Fair Value Measurement': clarifies that the portfolio exemption applies to the valuation of contracts within the scope of AASB 9 and AASB 139; AASB 116 'Property, Plant and Equipment' and AASB 138 'Intangible Assets': clarifies that on revaluation, restatement of accumulated depreciation will not necessarily be in the same proportion to the change in the gross carrying value of the asset; AASB 124 'Related Party Disclosures': extends the definition of 'related party' to include a management entity that provides KMP services to the entity or its parent and requires disclosure of the fees paid to the management entity. 32 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) 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 2015, but have not been applied in preparing these financial statements. (i) AASB 9 Financial Instruments This standard is applicable to annual reporting periods beginning on or after 1 January 2018. The standard replaces all previous versions of AASB 9 and completes the project to replace IAS 39 'Financial Instruments: Recognition and Measurement'. AASB 9 introduces new classification and measurement models for financial assets. A financial asset shall be measured at amortised cost, if it is held within a business model whose objective is to hold assets in order to collect contractual cash flows, which arise on specified dates and solely principal and interest. All other financial instrument assets are to be classified and measured at fair value through profit or loss unless the entity makes an irrevocable election on initial recognition to present gains and losses on equity instruments (that are not held‐for‐trading) in other comprehensive income ('OCI'). For financial liabilities, the standard requires the portion of the change in fair value that relates to the entity's own credit risk to be presented in OCI (unless it would create an accounting mismatch). New simpler hedge accounting requirements are intended to more closely align the accounting treatment with the risk management activities of the entity. New impairment requirements will use an 'expected credit loss' ('ECL') model to recognise an allowance. Impairment will be measured under a 12‐month ECL method unless the credit risk on a financial instrument has increased significantly since initial recognition in which case the lifetime ECL method is adopted. The standard introduces additional new disclosures. The consolidated entity will adopt this standard from 1 July 2018 but the impact of its adoption is yet to be assessed by the consolidated entity. (ii) AASB 15 Revenue from Contracts with Customers This standard is applicable to annual reporting periods beginning on or after 1 January 2017. The standard provides a single standard for revenue recognition. The core principle of the standard is that an entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard will require: contracts (either written, verbal or implied) to be identified, together with the separate performance obligations within the contract; determine the transaction price, adjusted for the time value of money excluding credit risk; allocation of the transaction price to the separate performance obligations on a basis of relative stand‐ alone selling price of each distinct good or service, or estimation approach if no distinct observable prices exist; and recognition of revenue when each performance obligation is satisfied. Credit risk will be presented separately as an expense rather than adjusted to revenue. For goods, the performance obligation would be satisfied when the customer obtains control of the goods. For services, the performance obligation is satisfied when the service has been provided, typically for promises to transfer services to customers. For performance obligations satisfied over time, an entity would select an appropriate measure of progress to determine how much revenue should be recognised as the performance obligation is satisfied. Contracts with customers will be presented in an entity's statement of financial position as a contract liability, a contract asset, or a receivable, depending on the relationship between the entity's performance and the customer's payment. Sufficient quantitative and qualitative disclosure is required to enable users to understand the contracts with customers; the significant judgments made in applying the guidance to those contracts; and any assets recognised from the costs to obtain or fulfil a contract with a customer. The consolidated entity will adopt this standard from 1 July 2017 but the impact of its adoption is yet to be assessed by the consolidated entity. (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. 33 AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (b) Significant Judgements and Key Assumptions (continued) Recovery of deferred tax assets Deferred tax assets are recognised for deductible temporary differences and tax losses only if the economic entity considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses. 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. 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. (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. 34 AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (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. (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 its 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 acquisition 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. 35 AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (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. (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. The provision is based on estimates made from historical warranty costs associated with similar products. (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. 36 AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (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. (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. 37 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. 38 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 Defined contribution superannuation expense Employee termination expense Depreciation Plant and equipment Furniture and fittings Leasehold improvements Leased plant and equipment Amortisation Website costs Other expenses Net foreign exchange losses Bad and doubtful debts Rental expense on operating leases: Minimum lease payments Net loss on disposal of plant and equipment Net fair value (loss) on derivative financial instruments ‐ forward exchange contracts Economic Entity 2015 2014 $'000 $'000 50,135 22 50,157 ‐ ‐ 48,256 25 48,281 165 165 34,980 (282) 34,095 (1,525) 7,610 777 113 8,500 71 37 147 15 270 9 156 7,794 697 21 8,512 71 38 145 16 270 15 ‐ 10 28 1,374 1,316 1 ‐ ‐ (32) 39 AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 5: INCOME TAX Major components of income tax Under provision in prior years Deferred tax Reversal of previously recognised unused losses Income tax expense Reconciliation between income tax and prima facie tax on accounting (loss) (Loss) before income tax expense Tax at 30% (2014:30%) Tax effect of non deductible expenses/non assessable income ‐ Entertainment ‐ Other items Unused tax losses not recognised as deferred tax assets Reversal of previously recognised unused losses Under provision for income tax in prior years Income tax expense Applicable tax rate The applicable tax rate is the national tax rate in Australia of 30%. 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 2015 2014 $'000 $'000 128 (3) 1,110 1,235 (419) (126) 13 (41) 276 1,110 3 1,235 496 135 ‐ 191 11 238 26 3 ‐ 46 1,146 ‐ 3 3 12 (12) ‐ ‐ (1,000) (300) 18 (87) 357 ‐ ‐ 12 485 97 3 267 24 322 39 ‐ 1,110 40 2,387 ‐ 3 3 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 2015. 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 In order to recognise a deferred tax asset relating to tax losses, the Directors must be 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. As a general rule, Directors will consider forecast reults over a three year period as a guide to determining the recoverability of the asset. The board determined that it could no longer justify the recognition of a deferred tax asset resulting from accumulated tax losses. This has resulted in a tax expense of $1,235,000 for the year. At balance date, total unused tax losses available amounted to $5,681,604 (2014: $4,763,000). The potential tax benefit of these losses at 30% is $1,704,481 (2014: $1,428,900). 40 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) Prepayments Economic Entity 2015 2014 $'000 $'000 7,199 (36) 7,163 32 130 7,325 7,970 (82) 7,888 197 157 8,242 (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 82 10 (56) 36 81 28 (27) 82 (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 $1,000 (2014: $11,000) 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 (a) (a) Movement in the provision for obsolescence is as follows: Opening balance Charge for the year Amounts written off Closing balance 12,625 3,084 15,709 (803) 14,906 1,085 422 (704) 803 13,067 1,778 14,845 (1,085) 13,760 2,610 537 (2,062) 1,085 41 AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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 NOTE 10: PLANT AND EQUIPMENT Non‐Current Country of Incorporation Australia Australia Australia New Zealand Percentage Owned 2015 2014 100% 100% 100% 100% 100% 100% Cost Accumulated depreciation Net carrying amount 2015 $'000 2014 $'000 2015 $'000 2014 $'000 2015 $'000 2014 $'000 Economic Entity Plant and equipment Furniture and fittings Leasehold improvements Leased plant and equipment Total plant and equipment 1,242 483 1,412 170 3,307 1,274 483 1,412 170 3,339 (1,076) (348) (454) (64) (1,942) (1,097) (311) (307) (49) (1,764) 166 135 958 106 1,365 177 172 1,105 121 1,575 Reconciliation of carrying amounts: 2015 Plant and equipment $'000 Furniture and fittings $'000 Leasehold improvements $'000 Leased plant and equipment $'000 Total $'000 Balance at the beginning of the year Additions Disposals Depreciation and amortisation expense Carrying amount at the end of the year 177 61 (1) (71) 166 172 ‐ ‐ (37) 135 ‐ ‐ (147) 958 1,105 121 1,575 2014 Plant and equipment $'000 Furniture and fittings $'000 Leasehold improvements $'000 Balance at the beginning of the year Additions Disposals Depreciation and amortisation expense Carrying amount at the end of the year 212 37 (1) (71) 177 210 ‐ ‐ (38) 172 1,235 15 ‐ (145) 1,105 ‐ ‐ (15) 106 Leased plant and equipment $'000 137 ‐ ‐ (16) 121 61 (1) (270) 1,365 Total $'000 1,794 52 (1) (270) 1,575 42 AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 11: INTANGIBLE ASSETS Non‐Current Goodwill at cost Less impairment Website at cost Less accumulated amortisation Reconciliation of written down values: Goodwill Website Opening balance at 1 July 2014 Additions Impairment Amortisation expense Closing balance at 30 June 2015 $'000 ‐ $'000 25 ‐ ‐ ‐ ‐ ‐ ‐ (9) 16 Total $'000 25 ‐ ‐ (9) 16 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 ‐ Japanese Yen ‐ New Zealand Dollars NOTE 13: OTHER FINANCIAL LIABILITIES Current Debtor Finance (a) Lease Liability (b) Bills Payable Non Current Lease Liability (b) Economic Entity 2015 2014 $'000 $'000 2,970 (2,970) ‐ 173 (157) 16 16 2,970 (2,970) ‐ 173 (148) 25 25 6,839 2,274 ‐ 9,113 4,154 51 858 354 1 436 5,854 4,325 38 356 4,719 5,997 2,229 32 8,258 2,591 157 1,036 281 ‐ 452 4,517 ‐ 33 3,974 4,007 23 58 43 AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Economic Entity 2015 $'000 2014 $'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) Debtor finance On 4 August 2014, the economic entity announced that management has successfully negotiated a new two year finance facility with Bibby Financial Services. The new facility is an invoice discounting solution with approval up to $6M and replaces the Commonwealth Bank of Australia as the primary lenders to the business. (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 247 1,358 1,605 278 278 323 1,383 1,706 240 240 (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 2014 Additional provision recognised Reductions resulting from payments Closing balance at 30 June 2015 Service warranty $'000 323 290 (366) 247 (c) Amounts not expected to be settled within the next twelve months: The current provisions for annual leave and long service leave include 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 economic entity does not expect all employees to take the full amount of accrued 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: Current annual leave obligation expected to be settled after 12 months Current long service leave obligation expected to be settled after 12 months 244 380 158 336 44 AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 15: SHARE CAPITAL Economic Entity 2015 Shares 2014 Shares Economic Entity 2015 2014 $'000 $'000 Ordinary Shares fully paid (no par value) 30,573,181 30,573,181 11,138 11,138 Details Balance 30 June 2014 Shares bought back Balance 30 June 2015 No of shares 30,573,181 ‐ 30,573,181 $'000 11,138 ‐ 11,138 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) (33) (33) 13 13 For an explanation of movements in reserve accounts refer to the 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) Option reserve The option reserve is used to recognise the fair value of options issued but not exercised. There are no options on issue for the year ended 30 June 2015 (2014: nil). 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 2015 (2014: Nil) 1,431 7,227 2,422 11,080 1,374 5,507 5,378 12,259 45 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 2015 $'000 2014 $'000 638 638 642 642 No material losses are anticipated in respect of any of the above contingent liabilities. NOTE 19: EVENTS SUBSEQUENT TO REPORTING DATE There were no other matters that have arisen since the end of the financial year that have significantly affected, or may significantly affect the operations or 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 Transactions with related parties The following transactions occurred with related parties: ‐ Payment for on‐line marketing consulting services (director‐related entity of Thomas Amos and Edwin Goodwin) Economic Entity 2015 $ 2014 $ 1,127,358 155,725 1,283,083 1,153,444 146,938 1,300,382 ‐ ‐ 36,000 36,000 NOTE 21: SHARE BASED PAYMENT ARRANGEMENTS The Board may determine the executives and eligible employees who are entittled to participate. There are no options on issue for the year ended 30 June 2015 (2014: nil). 46 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 20,111 19 20,130 26,196 106 26,302 3,828 102 3,930 ‐ (227) (227) Professional Lifestyle Entertainment New Zealand (b) Segment information 2015 Revenue ‐ ‐ Revenue from external customers Total segment revenue Inter‐segment revenue Result ‐ Segment EBIT ‐ Unallocated / corporate result ‐ EBIT ‐ ‐ ‐ Loss before income tax ‐ Income tax expense ‐ Loss for the year Interest revenue Interest and finance costs Assets ‐ Segment Assets ‐ Unallocated/corporate assets ‐ Total assets Liabilities ‐ Segment Liabilities ‐ Unallocated/corporate liabilities ‐ Total liabilities 207 (201) 142 7,527 14,035 1,972 3,251 5,473 1,069 50,135 ‐ 50,135 148 240 388 22 (829) (419) (1,235) (1,654) 23,534 2,746 26,280 9,793 5,948 15,741 61 61 279 279 ‐ ‐ ‐ ‐ ‐ Other ‐ Acquisition of non current segment assets 22 33 ‐ Depreciation and amortisation of segment assets 109 164 6 6 47 Professional Lifestyle Entertainment New Zealand Eliminations $'000 $'000 $'000 $'000 Economic Entity $'000 20,391 43 20,434 24,191 121 24,312 3,674 49 3,723 ‐ (213) (213) 48,256 ‐ 48,256 210 (559) (2) ‐ AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 22: SEGMENT REPORTING (continued) 2014 Revenue ‐ Total segment revenue ‐ Inter‐segment revenue Revenue from external customers Result ‐ Segment EBIT EBIT Interest revenue ‐ 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 7,698 13,711 1,968 3,917 3,709 1,067 Other ‐ Acquisition of non current segment assets 20 31 ‐ Depreciation and amortisation of segment assets 110 166 1 9 (351) (215) (566) 25 (459) (1,000) ‐ (1,000) 23,377 3,134 26,511 8,693 5,579 14,272 52 52 285 285 ‐ ‐ ‐ ‐ 48 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 2015 $'000 2014 $'000 Carrying Amount of Segment Non Current Assets 2015 $'000 2014 $'000 Acquisition of Non‐ Current Assets 2015 $'000 2014 $'000 Geographical Location ‐ Australia ‐ New Zealand 46,307 3,828 50,135 44,582 3,674 48,256 1,373 8 1,381 1,591 9 1,600 55 6 61 51 1 52 (i) Carrying amount of segment non current assets These amounts include all non current assets other than deferred tax assets located in the country of domicile. (d) Other segment information (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. (iii) Major Customers During the year ended 30 June 2015, approximately 13% (2014: 12%) of the consolidated entity's external revenue was derived from sales to a major Australian retailer through the Lifestyle Entertainment segment. 49 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/(used in) operating activities to loss after income tax (Loss) for the year Depreciation and amortisation Net loss on disposal of plant and equipment Foreign exchange loss/(gain) Changes in operating assets and liabilities Decrease in trade and other receivables (Increase) in inventories Decrease in tax receivable increase/(decrease) in trade and other payables (Decrease)/increase in provisions Decrease in deferred taxes Net cash provided by/(used in) operating activities (iii) Non Cash Financing and Investing Activities There were no non‐cash financing or investing activities during the financial year. Economic Entity 2015 2014 $'000 $'000 3 1,518 1,521 3 508 511 (1,654) (1,000) 279 1 156 904 (1,207) 10 699 (56) 1,235 367 285 ‐ (165) 635 (787) ‐ (1,509) 181 ‐ (2,360) 50 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. 51 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 2015 2014 $'000 $'000 3,958 2,753 451 1 7,163 36 7,199 4,191 2,075 601 1,021 7,888 82 7,970 The economic entity does not have other receivables which are past due (2014: 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 finance 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 finance facilities. The economic entity monitors liquidity risk by maintaining adequate cash reserves and financing 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: 2015 Trade and other payables Interest Bearing Liabilities Lease Liability 2014 Trade and other payables Commercial Bills Lease Liability Contractual Cash Flows Less than 3 months $'000 3 to 6 months $'000 6 to 12 months $'000 More than 12 months $'000 6,839 4,681 9 11,529 6,029 3,974 8 10,011 ‐ ‐ ‐ ‐ 9 9 8 8 ‐ ‐ ‐ ‐ 20 20 17 17 ‐ ‐ ‐ ‐ 23 23 58 58 Total $'000 6,839 4,681 61 11,581 6,029 3,974 91 10,094 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. 52 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 Euros Maturity: 0‐3 months Sell Australian dollars Average exchange rates 2015 $'000 2014 $'000 2015 2014 N/A N/A 1,893 ‐ N/A N/A 0.9245 ‐ N/A ‐ N/A ‐ 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/(loss) Impact on equity Weakening of 10% 2015 2014 $'000 $'000 Strengthening of 10% 2015 $'000 2014 $'000 (650) (650) 207 207 532 532 (169) (169) 53 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 debtor financing facility. 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: Commercial Bills Debtor Finance Note Weighted average interest rate 2015 % 7.54% 8.00% 2014 % 6.31% ‐ 13 13 Balance 2015 $'000 2014 $'000 356 4,325 3,625 ‐ The following table demonstrates the impact on the profit and equity of the economic entity if the average interest rate on the borrowing facility had either increased or decreased by 1%, which management consider to be reasonably possible over the whole year ending 30 June 2015, with all other variables remaining constant: Impact on profit/(loss) Impact on equity Increase of 1% of average interest rate 2015 $'000 2014 $'000 Decrease of 1% of average interest rate 2015 2014 $'000 $'000 (49) (49) (36) (36) 49 49 36 36 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 2015 is nil (2014: nil). There were no changes to the economic entity's approach to capital management during the financial year. 54 AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 24: FINANCIAL RISK MANAGEMENT (continued) Fair Value Heirarchy The following tables detail the economic entity's assets and liabilities, measured or disclosed at fair value, using a three level heirarchy, based on the lowest level of input that is signficant to the entire fair value measurement, being: ‐ ‐ ‐ Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. Level 2: Inputs other than quoted prices included withon Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Unobservable inputs for the asset or liability. There were no financial assets or liabilities held at 30 June 2015. Consolidated ‐ 2015 Assets Forward foreign exchange contracts Liabilities Forward foreign exchange contracts Consolidated ‐ 2014 Assets Forward foreign exchange contracts Liabilities Forward foreign exchange contracts Level 1 $'000 Level 2 $'000 Level 3 $'000 Total $'000 ‐ ‐ ‐ ‐ ‐ ‐ ‐ 32 ‐ ‐ ‐ ‐ ‐ ‐ ‐ 32 There were no transfers between levels during the financial year. The carryng amounts of trade and other receivables and trade and other payables are assumed to approximate their fair values due to their short term nature. The fair value of financial liabilities is estimated by discounting the remaining contractural maturities at the current market interest rate that is available for similar financial liabilities. Valuation Techniques for fair value measurements categorised within level 2 and level 3 Derivative financial instruments have been valued using quoted market rates. This valuation technique maximises the use of observable market data where it is available and relies as little as possible on entity specific estimates. Level 3 assets and liabilities There are no assets or liabilities falling within this category. NOTE 25: EARNINGS PER SHARE Basic earnings per share (cents) Weighted average number of ordinary shares (number) Earnings used to calculate basic earnings per share ($) Diluted earnings per share (cents) Weighted average number of ordinary shares (number) Earnings used to calculate diluted earnings per share ($) Economic Entity 2015 2014 (5.4) 30,573,181 (1,654,000) (3.3) 30,573,181 (1,000,000) (5.4) 30,573,181 (1,654,000) (3.3) 30,573,181 (1,000,000) 55 AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 26: DIVIDEND FRANKING CREDITS Tax rate Amount of franking credits available for subsequent reporting periods ($'000) 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 Economic Entity 2015 2014 30% 6,139 30% 6,146 $ $ Audit and review of financial reports, and other work under the Corporations Act 2001. 101,975 111,599 Other practices ‐ BDO Auckland (Formerly PKF) Audit or review of financial reports of subsidiary Total remuneration for audit services Non‐audit services BDO East Coast Partnership 12,485 10,036 114,460 121,635 Tax compliance services, including review of company income tax returns 16,900 15,000 Other practices ‐ BDO Auckland (Formerly PKF) Tax compliance services, including review of company income tax returns Total remuneration for non‐audit services 6,552 23,452 3,345 18,345 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 compliance assignments. 56 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 ‐ Retained earnings Profit/(loss) of the parent entity Total comprehensive income of the parent entity Parent Entity 2015 $'000 2014 $'000 11,045 15,602 1,462 1,462 11,138 2,999 11,041 15,599 1,462 1,462 11,138 3,004 3 3 (5) (5) Guarantees entered into by the parent entity in relation to the debts of its subsidiaries The parent entity has entered into a guarantee in relation to the finance facility held by Amber Technology (NZ) Limited with Westpac Banking Corporation. As at 30 June 2015, bank guarantees of $885,000 have been given in relation to this facility (2014: $929,000). Contingent Liabilites The parent entity had no contingent liabilities as at 30 June 2015 (2014: Nil). Capital Commitments The parent entity had no capital commitments for property, plant and equipment as at 30 June 2015 (2014: Nil) Significant Accounting Policies The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 1. 57 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 2015 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 operating 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 30th day of September 2015. Sydney 58 The following information is required by the Australian Securities Exchange Limited. Distribution of equity security by size of holding: - - - - and 1,000 5,000 10,000 100,000 over 1 1,001 5,001 10,001 100,001 Total Number of shareholders 70 68 35 50 22 Number of Ordinary Shares 63,932 245,198 311,900 1,651,001 28,301,150 % of total capital 0.21 0.80 1.02 5.40 92.57 273 30,573,181 100.00 The number of security investors holding less than a marketable parcel of 3,125 securities is 97 and they hold 123,080 securities. Equity Security Holders The twenty largest shareholders as at 23 October 2015 were: Rank Twenty largest holders Number of shares % of total capital JH Nominees Australia Pty Ltd (Harry Family Super Fund A/C) 1 Appwam Pty Limited 2 Crowton Pty Ltd (Amos Super Fund) 3 Howbay Pty Ltd 4 Wavelink Systems Pty Ltd 5 Wavelink Systems Pty Ltd (Employee Superannuation Fund) 6 Equity Management Group Pty Ltd 7 Wygrin Pty Ltd 8 Wygrin Pty Ltd (Wygrin Pension Fund) 9 Crowton Pty Limited 10 11 ABN AMRO Clearing Sydney (Custodian A/C) 12 Milton Yannis 13 Mr Ralph McCleery 14 Mr Joseph Paul Grech & Ms Deborah Lee Grech 15 Mr David Scicluna & Mr Anthony Scicluna 16 Super Accumulation Pty Ltd (M Robinson Super Fund A/C) 17 Mr Stephen Rodney Hariono 18 Mr David Le Cornu & Mrs Betty Le Cornu 19 Mr Joseph Grech 20 Xanthippus Pty Ltd 6,129,481 3,231,681 2,883,556 2,784,625 2,650,000 2,498,484 1,507,556 1,488,270 1,082,162 993,250 411,449 404,348 357,599 333,261 259,000 250,000 228,070 220,000 170,458 155,300 20.05 10.57 9.43 9.11 8.67 8.17 4.93 4.87 3.54 3.25 1.35 1.32 1.17 1.09 0.85 0.82 0.75 0.72 0.56 0.51 28,038,550 91.71 Source: Link Market Services 59 Substantial Shareholders Substantial shareholders with a relevant interest of 5% or more of total issued shares, based on notifications provided to the company under the Corporations Act 2001 include: Shareholder Appwam Pty Limited Wavelink Systems Pty Ltd Crowton Pty Limited Wygrin Pty Ltd Howbay Pty Ltd Equity Management Group Pty Ltd On-Market Buy Back Number of shares % of total capital 6,129,481 5,484,625 4,313,843 2,995,826 2,883,556 2,498,484 20.05 17.94 14.11 9.80 9.43 8.17 On 2 September 2005, the company lodged an Appendix 3C announcing an on-market buy-back of up to 1,543,150 ordinary shares on issue. On 28 September 2006 the company lodged an Appendix 3D amending the buy-back duration to unlimited. The company has not lodged an Appendix 3F to finalise the buy back as at 23 October 2015. 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 2015 no shares were bought back by the company. 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. 60 Directors Peter F Wallace - Chairman Peter A Amos - Managing Director Tom R Amos Edwin F Goodwin David R Swift Company Secretary Robert J Glasson Share Registry Link Market Services Locked Bag A14 South Sydney NSW 1235 Or Level 12, 680 George Street Sydney NSW 2000 T: +61 2 8280 7111 or T: 1300 554 474 Bankers Bibby Financial Services Level 10, 418A Elizabeth Street Surry Hills NSW 2010 Registered Office Unit 1, 2 Daydream Street Warriewood NSW 2102 T: +61 2 9998 7600 Auditors BDO East Coast Partnership Level 11, 1 Margaret Street Sydney NSW 2000 T: + 61 2 9251 4100 ASX Listing AMO www.ambertech.com.au www.amberonline.com.au Melbourne Suite 12, 79-83 High Street Kew VIC 3101 T: +61 3 9853 0401 Brisbane Unit 35, 28 Burnside Road Yatala QLD 4207 T: +61 7 3287 2928 Auckland Unit 3, 77 Porana Road Glenfield, Auckland 0672 New Zealand T: + 64 9 443 0753 Corporate Governance Statement www.ambertech.com.au/investors/corporate-governance 61 This page has been left intentionally blank 62 Unit 1, 2 Daydream Street Warriewood NSW 2102 Tel: +61 (0) 2 9998 7600 Fax: +61 (0) 2 9999 0770 Email: sales@ambertech.com.au www.ambertech.com.au www.amberonline.com.au SOURCE SUPPLY SUPPORT
Continue reading text version or see original annual report in PDF format above