A 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