Annual Report
30 JUNE 2018
Mission Statement
Ambertech Limited is an acknowledged leader in
the identification, supply and distribution of advanced
technologies for the Professional and Consumer audio/
visual markets within the Oceania region.
Our purpose is to add significant operational value by
developing and strengthening customer relationships,
expanding horizons of opportunity and delivering
strong and continuous financial growth to stake holders
through our proven ability to integrate, implement and
commercialise existing and emerging technologies.
Contents
1.
Letter to Shareholders
2. Our Business and Brands
3. Media Systems and Professional
4. Lifestyle Entertainment
5. New Zealand
6. A Year in Review
7. Financial Report
8. Shareholder Information
9. Corporate Directory
Letter to Shareholders
Dear Shareholders
On behalf of your Board and executive management we would like to present you with your 2018
Annual Report.
During the 2018 financial year we continued to work hard toward returning the business to sustainable profits.
Our results were mixed across our various business units, with progress in some areas proving more difficult,
especially in the smaller New Zealand market. Despite this, the Board and management of Ambertech believe
the strategies in place are continuing to strengthen our presence in the markets in which we operate, and that
the long-term goals of the business will be achieved.
Our Lifestyle Entertainment Segment reported a stronger EBIT result on sales growth over the previous
financial year of 7.5%. The main drivers of the improved result were sales into the residential and commercial
installation markets, with display products leading the way. Sales into the major consumer electronics retail
market remained consistent with the prior year, although the post-Christmas period remains difficult.
We continue to see gains from the introduction of new brands into the commercial installation market and we
are confident of further growth in this area in coming reporting periods.
The Professional Segment sales results improved this year, with stronger results in our media systems
business driving sales up over 10%. This growth had a limited impact on segment EBIT performance, as
growth was primarily in areas where our business receives lower margins. We have done a significant amount
of work in re-establishing some key new brands that we hope will assist with growth in future periods.
The results from our New Zealand operation were poor during the year. Revenue was down in most areas of
the business, and this led to a loss for the year. This business was supported for many years by project work
that has not eventuated in recent reporting periods. We have completed a strategic review of the business in
New Zealand and have implemented changes that we expect will assist in growing the sales in this area, as
well as strengthening our marketing presence and brand management support.
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
Our Business
PROFESSIONAL SEGMENT
Media Systems
The Media Systems team works with traditional television and radio broadcast
industry as well as new media partners in diverse industries such as law
enforcement and defence, sport, large scale events and education. From content
creation and acquisition, delivery, processing and asset management, Amber
Technology can offer turnkey packages for creating, delivering and managing all
types of media content.
Professional Products
Amber’s Professional Products group has a strong reputation as a preferred
supplier of high technology equipment for live sound in many different industry
segments, including touring artists, live stage shows, film and television
productions, broadcast news and sports, through to smaller sound installations in
education facilities, houses of worship and smaller venues.
LIFESTYLE ENTERTAINMENT SEGMENT
Integrated Solutions
The Integrated Solutions team offers cohesive systems for the custom installation
and professional installation markets, with a portfolio of high end audio visual
and infrastructure brands for residential and commercial installation projects.
Customers typically engage the services of a professional installer for a full turnkey
solution.
Major Retail
The Major Retail division works with home electronics retailers nationally,
mass markets retail chains and independent specialist outlets to supply home
entertainment solutions for consumers in the residential market. Our focus is on
offering a comprehensive selection of high end audio visual and accessory brands
for end users.
Our Brands
AC Infinity
Dynaudio Professional
NHT
Tonebone
Accent Audio
Emotion Systems
Niveo Professional
T-Rex Effects
Accent Visual
EVS
NTi Audio
Accent Acoustics
Framus Guitars
NuVo
Troll Systems
Van Damme
Videssence
Vinten
Vipranet
GB Labs
Gefen
Haivision
One For All
Optoma
Onkyo
HDAnywhere
Panasonic
Warwick Basses
Well Av
Hercules
iPort
Integra
Jet City Amplification
Plura
Primacoustic
Proel
Rean
JTS Microphones
Radial Engineering
Launchport
Solid State Logic
Lenco
Leon Speakers
Sonance
Sonarray
Liberty AV
Lumens
LunaStone
Litepanels
Mackie
Middle Atlantic
MP Antennas
Neutrik
Newline Interactive
Newtek
Nexidia
Silvus Technology
SAM Snell Advanced
Media
Spectra Logic
SurgeX
Tannoy
Tecxus
Teradek
TC Electronic
TC Helicon
Telestream
Advanced Network
Telemetry
Aja
Ambertec Cables
Ampeg
Apart Audio
Arista
Ateme
AudioQuest
Autoscipt
Avid
Aviwest
BATS Wireless
Blue Lucy
Canare
Cioks
Contacta
Cordial
CP Cases
David Horn
Communications
Digital Projection
Dell EMC
DPA Microphones
Tactical Data Mesh Systems
for Land, Sea and Air
Media Systems and
Professional
Consolidation was the major feature of the media
industry this financial year, with several significant
mergers occurring. This was in part due to the
change in media ownership laws in late 2017 and in
part to a continuing need to reduce costs to remain
competitive in the face of sustained pressure from
media competitors in the streaming sector. There was
also growth in broadcast service providers, and along
with these changes in company structures there have
come numerous changes in senior management.
The ongoing consolidation during this financial year
continued the uncertainty and instability from the
previous year again impacting revenue from the major
broadcasters. Many projects remained on hold during
the company restructuring and management changes
directly impacted our business.
The positive is that now the majority of this
restructuring has taken place the broadcasters are
in a better position to move forward with plans.
A number of broadcasters have announced much
improved results and a number of technology
projects are in the pipeline or underway.
Highlights in the traditional broadcast space included
significant business with Sky News Australia and Post
Op Group, along with successfully introducing our
new Ateme product line, with a number of substantial
opportunities to be realised in the 2018/19 financial
year. Ongoing Avid promotional events provide solid
stepping stones into major ongoing opportunities, as
well as an increased profile for Ambertech within a
number of media organisations.
Ambertech are well placed to capitalise on the shifts
in the broadcast market, when the capital becomes
available. With Ateme, we are a key player in the
delivery of streaming video, and there are several high
value projects on the table for this year that are driven
by the changes in the market.
Content production, particularly in sports, remains a
key differentiator for players in the media space. Even
as the delivery environment changes, new content will
always be needed. Ambertech are placed very well
in this area, with brands such as Vinten, EVS, AVID,
Ateme, Telestream and Silvus all offering state-of
the art and highly innovative solutions that are very
attractive to content producers seeking to establish or
maintain their profile in the market.
There has been an increasing focus of the Emergency
Services (Police, Fire, Ambulance, SES, RFS etc.)
towards the deployment of networked command,
control, communications and intelligence systems.
Ambertech has two significant partners in the race
to deploy networked systems for these services:
Silvus and Viprinet. We are optimistic that the key
capabilities of these partners will be well received
and enable a substantial increase in deployment
of networked solutions to Emergency Services. We
also have several software products that can be
implemented on top of such a network when the
time comes.
During the year we completed delivery of the first
Silvus-based data systems to the Royal Australian
Navy Anzac Frigate program as part of SEA 1442
Phase 4. In November 2017 Navy announced SEA
1442 Phase 5, which extends that deployment to
the rest of the fleet, as well as allowing for wider
deployment in naval operations. The establishment
of Silvus as an accepted communications platform for
the Australian Defence Force has significant ongoing
potential, and although long term, these business
threads are substantial and relatively reliable.
Our divergence into these new markets also
continues, with strong signs of success in the
Defence, Law Enforcement and Security sectors. The
initial Silvus deployments in these sectors have now
proven themselves to be effective and reliable, and
an ongoing purchasing program has been established
with many of those customers. We have high hopes
for the development of this market and have a
significant focus on consolidating and expanding our
presence there.
Our professional products group added a new
major brand, Mackie, to our portfolio in March 2018.
Mackie is recognised as a market leader in providing
products that have been making music across a wide-
range of live sound and studio recording applications
since 1988. The products will enhance our MI
product offering and make us a key supplier in the
dealer network.
TC Electronic, DPA Microphones, Radial Engineering
and Warwick continue to provide strong sales
growth throughout the year which we are confident
will continue.
The need for Environmental Noise Monitoring is
becoming mandatory in many areas and we are able
to meet this demand with products from NTi Audio.
Neutrik continue to provide innovative and high-
quality products and the 2017/18 financial year saw
record sales for this brand.
This area of our business continues to remain stable,
with the missing ingredient being some higher value
capital purchases for the SSL brand.
Lifestyle Entertainment
In recent times the retail environment has seen broad
changes due to a challenging economic environment
and retailer consolidation in the categories we serve.
Our aim is to provide continued merchandising
support, deliver product at competitive prices
and develop team members to be aware of new
technological changes taking place in this market.
During the financial year our major retail group
focused on three clear objectives:
•
•
Sustain a strong position in the supply of
consumer electronics hardware to major retailers;
Expand product and brand range in width and
depth working with major retail partners; and
• Drive awareness of technology and benefits
through national training programs and incentives.
Our major retail group continuously reviews our brand
portfolio in order to strengthen the relationships with
our retail partners. Our brands have benefited from
these renewed strategies during the year, including:
• Continuing education on Onkyo’s Dolby Atmos
and Chromecast ready range in selected retail
outlets, highlighting the benefits of voice control
in home theatre;
• Complementing the renewed home theatre range
with accessories from Audioquest; and
•
Implementing merchandising standard for
One For All products on floor through fixture
development.
Our integrated solutions group delivered worthwhile
growth in sales and contribution to the Amber
Technology business during the 2017/18 financial
year. In a year of consolidation, growth came from
increased sales of established brands in the portfolio.
In particular:
•
Sales of our projection brands increased,
based largely on the release and adoption
of newer 4K models in both residential and
commercial markets;
• We continued to expand our footprint in the
market for installed AV systems in small to
medium-sized commercial applications; and
• We achieved growth in the residential AV
installation market, based on several longstanding
and market-leading brand partnerships.
•
Sales growth was supported by several
investments in increasing our on-the-ground
engagement with customers:
• We added to our field sales team;
• We continued a program of in-market Road Shows
that allow our customers to experience new
products in their local markets; and
• Our new website increased the ease with which
customers can access our products and do
business with Amber Technology between
sales visits.
Several new brands have joined the integrated
solutions portfolio for the 2018/19 Financial Year.
We look forward to positive business performance
based on sales of these new brands and of our
established brands.
New Zealand
Our New Zealand operation returned a loss for the
2018 financial year. We implemented a strategic
review of the operations during the year which
has seen the New Zealand operation leverage the
support of the Australian operations more than ever
before in order to restore profitability to the business.
This includes the use of the Australian operations for
marketing, brand management, and sales support.
Our Integrated Solutions group has been able to
target additional revenue in the commercial market
and we have seen growth in the Lumens and Optoma
brands as we look to establish ourselves in this
competitive market. The residential installation market
has been inconsistent in the past 12 months with a
noticeable market slowdown in the second half of
the year, driven by a flat economy and a change of
government.
The past year has seen us expand our offering of
consumer products in six major retail businesses
throughout NZ with the highlight being the One For
All brand growing three years in a row. Nonetheless,
this market continues to be very competitive.
Our professional products area showed some growth
over last year and the addition of additional resources
to call on music stores has shown some good
early results. Our brands have expanded into more
stores this past year and with a representative now
operating a regular call cycle to visit our customer
base we expect this area of our business to continue
growing. The Canare and Neutrik brands continue to
drive this growth.
We were more active this financial year in chasing a
number of large contracts in the NZ Broadcast market,
however we were unable to secure any significant
business. We continue to use the assistance of
Australian sales staff to chase business in this market.
AMBERTECH LIMITED
AND CONTROLLED ENTITIES
ACN 079 080 158
FINANCIAL STATEMENTS FOR THE YEAR ENDED
30 JUNE 2018
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 2018 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 30 groups of companies. He was a non-executive
director of the listed entity The Hydroponics Company Limited until 15 March 2018.
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 Chartered Accountants Australia and New Zealand, 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 a non executive director of listed entity Big Tin Can
Holdings Limited.
Mr Amos has been a director of Ambertech’s Group companies since June 1997.
1 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 was 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 on 1 July 2002 and also holds the position of Chief Operating Officer. He
previously held the position of Chief Financial Officer up until 30 June 2015. He has a Bachelor of Business degree from the
University of Technology, Sydney, and is a member of Chartered Accountants Australia and New Zealand. 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 101 employees as at 30 June 2018 (2017: 84 employees).
2 AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
DIRECTORS' REPORT
REVIEW AND RESULTS OF OPERATIONS
The consolidated loss of the economic entity after providing for income tax for the financial year was $143,000. This was
an improvement on the loss after tax of $634,000 in the previous period. Total revenues for the financial year increased
by 7.6% to $51,839,000 (2017: $48,176,000). 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
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. Whilst borrowings were increased by $333,000 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 $580,000 to
$7,600,000 as at 30 June 2018 (2017: $8,180,000). The net assets of the economic entity have also decreased by
$186,000 to $10,022,000 as at 30 June 2018 (2017: $10,208,000).
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There were no significant changes in the state of affairs of the economic entity during the financial year.
EVENTS SUBSEQUENT TO REPORTING 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 2018-19 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.
3 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
2018 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 the past eight financial years.
4 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)
Closing share price at 30 June ($)
Net profit/(loss) after tax ($'000)
Details of Remuneration
2018
-
$0.16
(143)
2017
-
$0.15
(634)
2016
-
2015
-
$0.125
$0.135
2014
-
$0.20
237
(1,654)
(1,000)
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
T Amos
Group Managing Director
R Neale
General Manager, Lifestyle Entertainment
Non-Executive Director
R Caston
General Manager, Broadcast & Professional
E Goodwin
Non-Executive Director
N Lee
General Manager, 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.
5
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
DIRECTORS' REPORT
REMUNERATION REPORT (continued)
Elements of Remuneration
2018
Directors
P Amos
P Wallace
T Amos
E Goodwin
D Swift
Executives
R Glasson
R Caston
R Neale
N Lee
Short-term employment
benefits
Post employment
benefits
Salary fees
and leave
Cash Bonus
$
$
Superannuation
$
Long-term
employment
benefits
LSL accrued/
(taken)
$
Share based
payments
Options
$
361,463
55,046
32,111
32,111
10,119
490,850
198,651
198,379
257,985
97,218
752,233
-
-
-
-
-
-
-
4,050
18,850
-
22,900
25,000
5,229
3,051
3,051
24,961
61,292
18,303
19,064
24,996
6,081
68,444
3,029
-
-
-
-
3,029
2,006
9,556
1,572
-
13,134
2,553
-
-
-
-
2,553
-
-
-
-
-
Total
$
392,045
60,275
35,162
35,162
35,080
557,724
218,960
231,049
303,403
103,299
856,711
%
Performance
Related
% Relating
to Options
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
1.8%
6.2%
0.0%
2.7%
0.7%
0.0%
0.0%
0.0%
0.0%
0.5%
0.0%
0.0%
0.0%
0.0%
0.0%
(1) On 15 August 2017, a cash bonus of $4,050 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) Quarterly cash bonuses totalling $18,850 were paid to Mr Neale relating to performance against KPI's. The bonuses are 100% of the total available to Mr Neale under his KPI
scheme.
2017
Directors
P Amos
P Wallace
T Amos
E Goodwin
D Swift
Executives
R Glasson
R Caston
R Neale
N Lee
Short-term employment
benefits
Post employment
benefits
Salary fees
and leave
Cash Bonus
$
$
Superannuation
$
Long-term
employment
benefits
LSL accrued/
(taken)
$
Share based
payments
Options
$
340,316
55,046
32,111
32,111
90
459,674
189,238
172,340
245,027
99,061
705,666
-
-
-
-
-
-
-
4,600
19,500
-
24,100
33,991
5,229
3,051
3,051
34,990
80,312
18,303
34,992
34,992
6,051
94,338
6,902
-
-
-
-
6,902
3,723
2,147
590
-
6,460
1,434
-
-
-
-
1,434
-
-
-
-
-
Total
$
382,643
60,275
35,162
35,162
35,080
548,322
211,264
214,079
300,109
105,112
830,564
%
Performance
Related
% Relating
to Options
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
2.1%
6.5%
0.0%
2.9%
0.4%
0.0%
0.0%
0.0%
0.0%
0.3%
0.0%
0.0%
0.0%
0.0%
0.0%
(1) On 15 February 2017, a cash bonus of $4,600 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) Quarterly cash bonuses totalling $19,500 were paid to Mr Neale relating to performance against KPI's. The bonuses are 100% of the total available to Mr Neale under his KPI
scheme.
6
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 (2017: $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
b
c
d
e
the eligible employee is dismissed with cause or has breached a restriction contained in his/her employment contract;
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.
Options granted as remuneration during the year are set out below.
Grant Details
Exercised
Lapsed
Balance at
beginning Grant Date
No.
Value $
No.
Value $
No.
Balance at end
of year
P Amos
500,000
- -
- 500,000
During the financial year, nil options vested with key management personnel (2017: 166,666). None of these options were
exercisable (2017: Nil).
The options have been granted subject to the individual meeting predetermined performance criteria as determined by the
Board. The options vest as follows:
(i) One third of the options have vested
(ii) One third have been carried forward to vest on the second anniversary of the date of issue; and
(iii) The remaining one third will vest on the second anniversary of the date of issue.
Should the performance criteria not be met for a particular year then any unvested options may be carried forward for one
more year. In the event that performance criteria for the following year is not met, then the portion of the options which were
available for vesting for that year shall be considered forfeited.
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.
7 AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
DIRECTORS' REPORT
REMUNERATION REPORT (continued)
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
Ordinary Shares
2018
2017
486,528
4,313,843
5,484,625
2,883,556
2,995,826
486,528
4,313,843
5,484,625
2,883,556
2,995,826
This concludes the Remuneration Report which has been audited.
DIVIDENDS
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
Held
Audit and Risk Management
Committee Meetings
Held
Attended
Nomination and Remuneration
Committee
Attended
Held
9
9
9
9
7
9
9
9
9
9
4
-
-
4
-
4
-
-
4
-
1
-
-
-
1
1
-
-
-
1
8
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 26.
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 10.
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 28th day of August 2018.
Sydney
9 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 Audit of the Financial Report
Opinion
We have audited the financial report of Ambertech Limited (the Company) and its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 30 June 2018, 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, and notes
to the financial report, including a summary of significant accounting policies and the directors’
declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2018 and of its
financial performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance
with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
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.
10
Revenue recognition
Key audit matter
How the matter was addressed in our audit
For the year ended 30 June 2018 the
Group recognised revenue of $51,839
(000’s), as disclosed in Note 3 of the
financial report.
The Group’s management focuses on
revenue as a key driver by which
performance is measured. This area is a
key audit matter due to the volume of
transactions and significance of the total
balance of revenue.
To determine whether revenue had been appropriately recognised
we undertook, amongst others, the following audit procedures:
•
•
•
•
•
Assessed the Group’s accounting policy for revenue to
ensure it has been correctly formulated in accordance with
the Australian Accounting Standards;
Analysed revenue by segment and by product group in
comparison to the prior period and to our expectations;
Tested the operating effectiveness of internal controls
surrounding the existence and occurrence of revenues;
Performed cut-off testing to ensure that revenue
transactions around year end have been recorded in the
correct reporting period; and
Evaluated the disclosures for revenue and revenue
recognition accounting policies.
Valuation of inventory
Key audit matter
How the matter was addressed in our audit
As at 30 June 2018 the Group held
inventory of $13,302 (000’s), as disclosed
in Note 7 to the financial report.
Due to the nature of the industry in
which the Group operates, products sold
have an inherent risk of obsolescence.
To determine whether the valuation of inventory was appropriate at
reporting date we undertook, amongst others, the following audit
procedures:
•
Agreed inventory on hand to initial purchase invoice and
subsequent sales invoice on sample basis and compared the
carrying amount to the realisable value;
Valuation of inventory is a key audit
matter due to the size of the balance
and the degree of estimation and
judgement required to be made by the
Group in determining whether evidence
of obsolescence arises.
•
•
•
•
Assessed the assumptions applied by the Group in
determining the provision for obsolescence in comparison
to recent sales experience and ageing of inventory;
Analysed inventory turnover by product group in
comparison to prior period and to expectations;
Performed gross margin analysis by product group in
comparison to prior periods; and
Evaluated management’s policy for provisioning of
inventory obsolescence and assessed whether this had been
consistently applied throughout the financial year.
11
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 30 June 2018, but does not include the
financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors 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 preparing the financial report, the directors are responsible for assessing the ability of the group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:
http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 4 to 8 of the directors’ report for the year
ended 30 June 2018.
12
In our opinion, the Remuneration Report of Ambertech Limited, for the year ended 30 June 2018,
complies with section 300A of the Corporations Act 2001.
Responsibilities
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.
BDO East Coast Partnership
Paul Bull
Partner
Sydney, 28 August 2018
13
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 PULL BULL TO THE DIRECTORS OF AMBERTECH LIMITED
As lead auditor of Ambertech Limited for the year ended 30 June 2018, 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.
Paul Bull
Partner
BDO East Coast Partnership
Sydney, 28 August 2018
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.
14
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 2018
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 benefit
(Loss) after income tax
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
2018
$'000
2017
$'000
3
4
3
4
4
4
5
51,839
(35,735)
16,104
-
(9,496)
(1,460)
(740)
(1,971)
(312)
(670)
(546)
(1,096)
(187)
44
(143)
48,176
(32,721)
15,455
94
(9,111)
(1,558)
(1,306)
(1,984)
(259)
(555)
(465)
(975)
(664)
30
(634)
(46)
(46)
(189)
1
1
(633)
Earnings per share
Basic earnings per share (cents)
Diluted earnings per share (cents)
24
24
(0.5)
(0.5)
(2.1)
(2.1)
The consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the attached notes.
15
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2018
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
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
Deferred tax liabilities
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Share capital
Reserves
Accumulated losses
TOTAL EQUITY
Economic Entity
Note
2018
$'000
2017
$'000
22
6
7
9
10
5
11
12
13
13
5
14
15
859
9,013
13,302
23,174
1,254
78
1,230
2,562
1,014
7,728
12,045
20,787
987
-
1,202
2,189
25,736
22,976
9,084
4,726
1,764
15,574
134
6
140
15,714
10,022
11,138
(10)
(1,106)
10,022
6,600
4,393
1,614
12,607
143
18
161
12,768
10,208
11,138
33
(963)
10,208
The consolidated statement of financial position is to be read in conjuntion with the attached notes.
16
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2018
Foreign
Currency
Translation
Reserve
$'000
Share Based
Payments
Reserve
$'000
Share
Capital
$'000
Retained
Earnings
$'000
Total Equity
$'000
Economic Entity
Balance as at 30 June 2016
11,138
Loss for the year
Exchange differences on translation of
foreign operations
Total comprehensive income for the year
Transactions with equity holders:
Costs of share based payments
-
-
-
-
Balance as at 30 June 2017
11,138
Loss for the year
Exchange differences on translation of
foreign operations
Total comprehensive income for the year
Transactions with equity holders:
Costs of share based payments
-
-
-
-
Balance as at 30 June 2018
11,138
31
-
1
1
-
32
-
(46)
(46)
-
(14)
-
-
-
-
1
1
-
-
-
3
4
(329)
(634)
-
(634)
-
(963)
(143)
-
(143)
10,840
(634)
1
(633)
1
10,208
(143)
(46)
(189)
-
3
(1,106)
10,022
The consolidated statement of changes in equity is to be read in conjunction with the attached notes.
17 AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2018
Economic Entity
Note
2018
$'000
2017
$'000
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Interest received
Interest and other costs of finance paid
Goods and services tax remitted
Net cash provided by/(used in) operating activities
22
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for plant and equipment
Payments for intangible assets - website
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings
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
22
The consolidated statement of cash flows is to be read in conjunction with the attached notes.
55,489
(50,829)
16
(670)
(3,845)
161
(574)
(85)
(659)
343
-
343
(155)
1,014
-
859
52,979
(49,481)
18
(555)
(3,669)
(708)
(85)
-
(85)
893
(34)
859
66
948
-
1,014
18 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 23 August 2018 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
The consolidated financial statements have been prepared on a going concern basis.
For the year ended 30 June 2018, the consolidated entity incurred a loss after income tax of $143,000
(2017: loss of $634,000). In the same period the consolidated entity had operating cash inflows of $161,000
(2017: cash outflow of $708,000)
A cash flow forecast for the next 12 months prepared by management has indicated that the consolidated entity will
have sufficient cash assets to be able to meet its debts as and when they are due. The directors have therefore
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.
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.
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 2018,
but have not been applied in preparing these financial statements.
(i)
AASB 9: Financial Instruments and associated Amending Standards (applicable to annual reporting periods
beginning on or after 1 July 2018).
The Standard will be applicable retrospectively (subject to the provisions on hedge accounting outlined below) and
includes revised requirements for the classification and measurement of financial instruments requirements for
financial instruments and hedge accounting.
The key changes that may affect the Group on initial application include certain simplifications to the classification
of financial assets, simplifications to the accounting of embedded derivatives, upfront accounting for expected
credit loss, and the irrevocable election to recognise gains and losses on investments in equity instruments that are
not held for trading in other comprehensive income.
19 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)
AASB 9 also introduces a new model for hedge accounting that will allow greater flexibility in the ability to hedge
risk, particularly with respect to hedges of non-financial items. Should the entity elect to change its hedge policies
in line with the new hedge accounting requirements of the Standard, the application of such accounting would be
largely prospective.
The Group has established an AASB 9 project team and is in the process of completing its impact assessment of
AASB 9. Based on a preliminary assessment performed over each line of business and product type, the effects of
AASB 9 are not expected to have a material effect on the Group.
AASB 2014-7: Amendments to Australian Accounting Standards arising from AASB 9 (December 2014).
AASB 2014-7 (issued December 2014) gives effect to the consequential amendments to Australian Accounting
Standards (including Interpretations) arising from the issue of AASB 9: Financial Instruments (December 2014).
More significantly, additional disclosure requirements have been added to AASB 7: Financial Instruments:
Disclosures regarding credit risk exposures of the entity. This Standard also makes various editorial corrections to
Australian Accounting Standards and an Interpretation.
AASB 2014-7 mandatorily applies to annual reporting periods beginning on or after 1 January 2018. Earlier
application is permitted, provided AASB 9 (December 2014) is applied for the same period.
(ii)
AASB 15: Revenue from Contracts with Customers, and the relevant amending standards (applicable to annual
reporting periods beginning on or after 1 January 2018).
When effective, this Standard will replace the current accounting requirements applicable to revenue with a
single, principles-based model. Apart from a limited number of exceptions, including leases, the new revenue
model in AASB 15 will apply to all contracts with customers as well as non-monetary exchanges between entities in
the same line of business to facilitate sales to customers and potential customers.
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 the goods or services. To achieve this objective, AASB 15 provides the following five-step process: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 the goods or services.
To achieve this objective, AASB 15 provides the following five-step process:
-
-
-
-
-
identify the contract(s) with a customer;
identify the performance obligations in the contract(s);
determine the transaction price;
allocate the transaction price to the performance obligations in the contract(s); and
recognise revenue when (or as) the performance obligations are satisfied.
The Group has established an AASB 15 project team and is in the process of completing its impact assessment on
its revenue streams as detailed in Note 3.
The majority of the Group sales are for sale of goods, where there is a single performance obligation and revenue
is recognised at the point of sale or, where later, delivery to the end customer. There is no material impact from
the adoption of AASB 15 on these sales. The revenue recognition approach historically applied by the Group for
these sales are consistent with the principals of AASB 15.
Management have identified some potential areas that will require further assessment to determine the impact of
implementing the new standard. Management’s preliminary assessment will continue with detailed assessments
of the following aspects of the Group’s revenue generating activities before any conclusions as to the possible
impact of the new standard can be formulated:
-
-
Contract revenue with milestone arrangements; and
Maintenance and support contracts.
In addition, the financial impact is dependent on the facts and circumstances at the time of transition. For these
reasons it is not yet practicable to determine a reliable estimate of the financial impact of the Group.
20 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)
(iii)
AASB 16: Leases (applicable to annual reporting periods beginning on or after 1 July 2019).
When effective, this Standard will replace the current accounting requirements applicable to leases in AASB
117: Leases and related Interpretations. AASB 16 introduces a single lessee accounting model that eliminates
the requirement for leases to be classified as operating or finance leases.
The main changes introduced by the new Standard are as follows:
-
-
-
-
-
recognition of a right-of-use asset and lease liability for all leases (excluding short-term leases with a lease
term 12 months or less of tenure and leases relating to low-value assets);
depreciation of right-of-use assets in line with AASB 116: Property, Plant and Equipment in profit or loss
and unwinding of the liability in principal and interest components;
inclusion of variable lease payments that depend on an index or a rate in the initial measurement of the
lease liability using the index or rate at the commencement date;
application of a practical expedient to permit a lessee to elect not to separate non-lease components and
instead account for all components as a lease; and
inclusion of additional disclosure requirements.
The transitional provisions of AASB 16 allow a lessee to either retrospectively apply the Standard to
comparatives in line with AASB 108 or recognise the cumulative effect of retrospective application as an
adjustment to opening equity on the date of initial application.
The Group has established an AASB 16 project team and is in the process of completing its impact assessment
of AASB 16.
As at 30 June 2018, the Group has non-cancellable operating lease commitments of $7.022m, (30 June 2017
$8.396m). AASB 17 does not require the recognition of any right-of-use asset or liability for future payments for
these leases; instead, certain information is disclosed as operating lease commitments in note 16.
A preliminary assessment indicates that these arrangements will meet the definition of a lease under AASB 16,
and hence the Group will recognise a right-of-use asset and corresponding liability in respect of these leases
unless they qualify for a low value or short-term lease upon application of AASB 16.
A reliable estimate of the financial impact on the Group’s consolidated result is dependent on a number of
unresolved areas, such as the choice of transition and discount rates.
In addition, the financial impact is dependent on the facts and circumstances at the time of transition. For these
reasons it is not yet practicable to determine a reliable estimate of the financial impact of the Group.
B) 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.
21 AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3: REVENUE
A) Revenue
- Sale of goods and services
- Interest received
Economic Entity
2018
$'000
2017
$'000
51,823
16
51,839
48,158
18
48,176
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.
B) Other income
- Net foreign exchange gains
- Net profit on disposal of plant and equipment
Dividend revenue
Dividends are recognised as income as they are received, net of any franking credits.
NOTE 4: EXPENSES
Additional information on the nature of expenses
A) Inventories
Cost of sales
Movement in provision for inventory obsolescence
B) Employee benefits expense
Salaries and wages
Defined contribution superannuation expense
Employee termination expense
Share-based payments expense
-
-
-
93
1
94
35,735
32,721
(127)
131
8,552
790
151
3
9,496
7,888
891
331
1
9,111
22
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4: EXPENSES (continued)
C) Depreciation
Plant and equipment
Furniture and fittings
Leasehold improvements
Leased plant and equipment
D) Amortisation
Website costs
E) Bad and doubtful debts
F) Rental expense on operating leases:
Minimum lease payments
NOTE 5: INCOME TAX
A) Major components of income tax
Deferred tax
Income tax (benefit)
B) Reconciliation between income tax and prima facie tax on accounting profit/(loss)
(Loss)/profit before income tax
Tax at 30% (2017:30%)
Tax effect of non deductible expenses/non assessable income
- Entertainment
- Other items
Unused tax losses not recognised as deferred tax assets
Recoupment of prior year tax losses not previously brought to account
Income tax (benefit)
C) Applicable tax rate
The applicable tax rate is the national tax rate in Australia of 30%.
D) Analysis of deferred tax assets
Employee benefits
Plant and equipment
Accrued expenses
Provision for impairment of receivables
Provision for obsolesence
Provision for warranty
Inventory
Other
Economic Entity
2018
$'000
2017
$'000
83
67
139
16
305
7
42
61
31
144
16
252
7
32
1,480
1,463
(44)
(44)
(187)
(56)
16
7
(11)
-
(44)
470
245
129
30
228
40
56
32
1,230
(30)
(30)
(664)
(199)
12
4
-
153
(30)
450
205
149
18
266
36
62
16
1,202
23
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5: INCOME TAX (continued)
E) Analysis of deferred tax liabilities
Unrealised foreign currency gain
Other
Economic Entity
2018
$'000
2017
$'000
-
6
6
10
8
18
F) 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.
G) Tax consolidated group
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.
H) 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.
In 2015 the board determined that it could no longer justify the recognition of a deferred tax asset resulting from
accumulated tax losses. At balance date, total Australian unused tax losses available amounted to $5,102,633 (2017:
$5,414,184). The potential tax benefit of these losses at 30% is $1,530,790 (2017: $1,624,255).
24
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6: TRADE AND OTHER RECEIVABLES
Current
Trade receivables
Provision for impairment of receivables
Other receivables
Prepayments
Economic Entity
2018
$'000
2017
$'000
8,855
(101)
8,754
104
155
9,013
7,555
(59)
7,496
96
136
7,728
A)
Current trade receivables are non-interest bearing loans, generally between 30 and 60 day terms.
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.
B)
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.
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.
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.
C)
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
59
42
-
101
160
48
(149)
59
D)
The economic entity's exposure to credit risk and impairment losses related to trade and other receivables is disclosed at
note 23.
25
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7: INVENTORIES
Current
Finished goods
Stock in transit
Provision for obsolescence
Economic Entity
2018
$'000
2017
$'000
12,112
1,962
14,074
(772)
13,302
11,859
1,085
12,944
(899)
12,045
Inventories
A)
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.
B)
Provision for impairment of inventories
Movement in the provision for obsolescence is as follows:
Opening balance
Charge for the year
Amounts written off
Closing balance
899
389
(516)
772
768
412
(281)
899
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.
NOTE 8: 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
Country of
Incorporation
Percentage Owned
2018
2017
Australia
Australia
100%
100%
Australia
New Zealand
100%
100%
100%
100%
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.
All inter-company balances and transactions between entities in the economic entity, including any unrealised profits or
losses, have been eliminated on consolidation.
26
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9: PLANT AND EQUIPMENT
Non-Current
A) Carrying amounts
Cost
Accumulated depreciation
2018
$'000
2017
$'000
2018
$'000
2017
$'000
Net carrying amount
2017
2018
$'000
$'000
Economic Entity
Plant and equipment
Furniture and fittings
Leasehold improvements
Leased plant and equipment
Total plant and equipment
1,434
942
1,415
171
3,962
1,327
484
1,412
171
3,394
(1,233)
(480)
(884)
(111)
(2,708)
(1,153)
(413)
(745)
(96)
(2,407)
201
462
531
60
1,254
B)
Reconciliation of carrying amounts:
2018
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
174
110
-
(84)
200
71
460
-
(67)
464
667
3
-
(139)
531
2017
Plant and
equipment
$'000
Furniture and
fittings
Leasehold
improvements
$'000
$'000
Balance at the beginning of the year
Additions
Disposals
Depreciation and amortisation expense
Carrying amount at the end of the year
149
88
(2)
(61)
174
102
-
-
(31)
71
812
-
-
(145)
667
Leased
plant and
equipment
$'000
75
-
-
(16)
59
Leased
plant and
equipment
$'000
90
-
-
(15)
75
174
71
667
75
987
Total
$'000
987
573
-
(306)
1,254
Total
$'000
1,153
88
(2)
(252)
987
Recognition and measurement
C)
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.
Depreciation of property, plant and equipment
D)
Plant and equipment is depreciated over its estimated useful life taking into account estimated residual values. The straight
line method is used.
27
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9: PLANT AND EQUIPMENT
Non-Current (continued)
D) Depreciation of property, plant and equipment (continued)
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
Useful life
Plant and equipment
Furniture and fittings
Leasehold improvements
Leased plant and equipment
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.
NOTE 10: INTANGIBLE ASSETS
Non-Current
Net carrying amounts and movements during the year
Goodwill at cost
Less impairment
Website at cost
Less accumulated amortisation
Economic Entity
2018
$'000
2017
$'000
2,970
(2,970)
-
85
(7)
78
78
2,970
(2,970)
-
173
(173)
-
-
Reconciliation of written down values:
Opening balance at 1 July 2017
Additions
Impairment
Amortisation expense
Closing balance at 30 June 2018
Goodwill Website
$'000
-
$'000
-
Total
$'000
-
-
-
-
-
85
-
(7)
78
85
-
(7)
78
Recognition and measurement
A) 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. Goodwill has been fully impaired.
Where the recoverable amount of the cash generating unit is less than the carrying amount, an impairment loss is
recognised.
28
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10: INTANGIBLE ASSETS
Non-Current (continued)
Impairment of Assets
B)
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.
C) 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 5 years.
NOTE 11: TRADE AND OTHER PAYABLES
Current
Trade accounts payable
Other accounts payable
Economic Entity
2018
$'000
2017
$'000
6,109
2,975
9,084
3,667
2,933
6,600
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.
Amounts payable in foreign currencies:
Trade accounts payable:
- US Dollars
- British Pounds
- Euro
-
- New Zealand Dollars
Swiss Francs
NOTE 12: OTHER FINANCIAL LIABILITIES
Current
Debtor finance
Business transaction facility
3,430
221
434
552
442
5,079
4,469
257
4,726
1,948
331
170
166
461
3,076
4,393
-
4,393
29
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12: OTHER FINANCIAL LIABILITIES (continued)
Details of the economic entity's exposure to interest rate changes on other financial liabilities is outlined in note 23.
The fair value of the financial liabilities approximates their carrying value.
A) Debtor finance
On 24 July 2018, the economic entity extended the Scottish Pacific Business Finance facility for a further term of two
years. This new agreement is an invoice discounting solution with approval up to $8.0M for Amber Technology Ltd and
$1.3M for Amber Technology (NZ) Ltd.
The economic entity did not breach any covenants during the financial year.
B) Business transaction facility
On 16 June 2017 the economic entity entered into an agreement with Octet Finance Pty Ltd to provide a Business
Transaction Facility. On 5 June 2018 the facility limit was reduced from $1,000,000 to $400,000 with no fixed term. As
at 30 June 2018, the amount drawn under this facility was $257,440.
C) 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.
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.
NOTE 13: PROVISIONS
Current
Service warranty
Employee benefits
Non Current
Employee benefits
Economic Entity
2018
$'000
2017
$'000
327
1,437
1,764
134
134
255
1,359
1,614
143
143
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.
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.
30
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 13: PROVISIONS (Continued)
Service warranty (continued)
A)
Movements in provisions, other than employee benefits are set out below:
Opening balance at 1 July 2017
Additional provision recognised
Reductions resulting from payments
Closing balance at 30 June 2018
Service
warranty
$'000
255
299
(227)
327
Employee benefits
B)
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.
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.
Amounts not expected to be settled within the next twelve months:
C)
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
Economic Entity
2018
$'000
2017
$'000
267
411
241
398
31
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 14: SHARE CAPITAL
Economic Entity
Economic Entity
2018
Shares
2017
Shares
#
2018
$'000
2017
$'000
A) Ordinary Shares fully paid (no par value)
30,573,181
30,573,181
11,138
11,138
Details
Balance 30 June 2017
Shares bought back
Balance 30 June 2018
No of shares
30,573,181
-
30,573,181
$'000
11,138
-
11,138
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.
B) 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.
C) Options
At reporting date, there were 500,000 ordinary shares reserved for issue under options (2017: 500,000)
D) 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.
NOTE 15: RESERVES
Foreign currency translation reserve
Share base payments reserve
(14)
4
(10)
32
1
33
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
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.
Exchange differences arising on translation of the foreign controlled entity are taken to the foreign currency translation
reserve. The reserve is recognised in profit and loss when the net investment is disposed of.
B) Share Base Payments Reserve
The share based payments reserve is used to recognise the fair value of options issued but not exercised.
NOTE 16: 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
1,503
5,519
-
7,022
1,480
6,916
-
8,396
B) Warriewood property lease
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.
32
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 16: CAPITAL & LEASING COMMITMENTS (continued)
C) 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.
D) Capital Commitments
The economic entity had no commitments for capital expenditure as at 30 June 2018 (2017:
NOTE 17: CONTINGENT LIABILITIES
Estimates of the maximum amounts of contingent liabilities that may
become payable:
-
Bank guarantee by Amber Technology Limited in respect of
Sydney property lease
Economic Entity
2018
$'000
2017
$'000
612
612
638
638
No material losses are anticipated in respect of any of the above contingent liabilities.
NOTE 18: EVENTS SUBSEQUENT TO REPORTING 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.
NOTE 19: 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
Long term employee benefits
Share-based employee benefits
Economic Entity
2018
$'000
2017
$'000
1,265,983
129,736
16,163
2,553
1,414,435
1,189,440
174,650
13,362
1,434
1,378,886
NOTE 20: SHARE BASED PAYMENT ARRANGEMENTS
On 24 November 2016, 500,000 share options were granted to Managing Director, Peter Amos under the Ambertech
Limited Executive Share Option Scheme to take up ordinary shares at an exercise price of $0.15 each. The options are
exercisable on or before 30 November 2021. The options hold no voting or dividend rights and are not transferable.
These options vest as follows:
(i) One third of the options have vested
(ii) One third have been carried forward to vest on the second anniversary of the date of issue; and
(iii) The remaining one third will vest on the second anniversary of the date of issue.
Vesting subsequent to grant date is also subject to key management personnel meeting specified performance criteria.
Further details of these options are provided in the directors’ report. The options hold no voting or dividend rights but
have been listed. The options lapse when a director ceases their employment with the Group. During the financial year,
nil options vested with key management personnel (2017: 166,666).
33
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 20: SHARE BASED PAYMENT ARRANGEMENTS (continued)
The consolidated entity established the Ambertech Limited Employee Share Option Plan on 5 November 2004 as a long-
term incentive scheme to strive for improved group performance. The options are issued for no consideration and carry
no entitlements to voting rights or dividends of the Group. The number available to be granted is determined by the
Board and is based on performance measures including profitability, return on capital employed and dividends.
The options are issued with a strike price representing a discount of 6% to the average market price of the underlying
shares determined at the time the shares were granted.
A summary of the movements of all options issued is as follows:
Number
Weighted Average
Exercise Price
Options outstanding as at 1 July 2017
500,000
$0.15
Granted
Foreited
Exercised
Expired
-
-
-
-
-
-
-
-
Options outstanding as at 30 June 2018
500,000
$0.15
Options exercisable as at 30 June 2018
Options exercisable as at 30 June 2017
-
-
-
-
The weighted average remaining contractual life of options outstanding at year-end was 2.75 years. The exercise price of
outstanding shares at the end of the reporting period was $0.15.
The fair value of the options granted to key management personnel is considered to represent the value of the
employee services received over the vesting period.
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.
The value of the options is recognised in an option reserve until the options are exercised, forfeited or expire.
The weighted average fair value of options granted during the year was nil (2017: $0.05). These values were calculated
using the Black-Scholes option pricing model applying the following inputs:
- Weighted average exercise price:
- Weigted average life of the option
- Expected share volitility
- Risk free interest rate
$0.15
5 Years
25%
2%
Historical share price volatility has been the basis for determining expected share price volatility as it is assumed that this
is indicative of future volatility.
The life of the options is based on the historical exercise patterns, which may not eventuate in the future.
These shares were issued as compensation to key management personnel of the Group. Further details are provided in
the directors’ report.
Included under employee benefits expense in the statement of profit or loss is $2,553, which relates to equity-settled
share-based payment transactions (2017: $1,434).
34
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 21: 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:
Professional
Lifestyle Entertainment
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.
New Zealand
Distribution of a wide range of quality products for both professional and consumer
markets in New Zealand.
(b) Segment information
2018
Revenue
-
-
Revenue from external customers
Total segment revenue
Inter-segment revenue
Professional
Lifestyle
Entertainment
New Zealand
Eliminations
$'000
$'000
$'000
$'000
Economic
Entity
$'000
20,869
13
20,882
27,577
362
27,939
3,377
1
3,378
-
(376)
(376)
51,823
-
51,823
(35)
1,027
(223)
Segment EBIT
Result
-
- Unallocated / corporate result
- EBIT
-
-
- Profit before income tax
-
Income tax expense
- profit 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
7,804
14,152
1,826
4,965
4,315
992
Other
-
Acquisition of non current segment assets
79
576
-
Depreciation and amortisation of segment
assets
107
198
3
7
-
-
-
-
-
769
(302)
467
16
(670)
(187)
44
(143)
23,782
1,954
25,736
10,272
5,442
15,714
658
658
312
312
35
Professional
Lifestyle
Entertainment
New Zealand
Eliminations
$'000
$'000
$'000
$'000
Economic
Entity
$'000
18,897
62
18,959
25,663
324
25,987
3,598
14
3,612
-
(400)
(400)
48,158
-
48,158
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 21: SEGMENT REPORTING (continued)
2017
Revenue
- Total segment revenue
-
Inter-segment revenue
Revenue from external customers
Result
- Segment EBIT
Interest revenue
Interest and finance costs
- Unallocated / corporate result
- EBIT
-
-
- 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
(44)
208
(143)
6,327
12,585
1,815
3,005
3,938
770
Other
-
Acquisition of non current segment assets
32
49
-
Depreciation and amortisation of segment
assets
102
154
7
3
-
-
-
-
-
21
(148)
(127)
18
(555)
(664)
30
(634)
20,727
2,249
22,976
7,713
5,055
12,768
88
88
259
259
36
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 21: SEGMENT REPORTING (continued)
(c) Segment information on geographical region
Segment Revenues from
Sales to External Customers
2018
$'000
2017
$'000
Carrying Amount of Segment
Non Current Assets
2018
$'000
2017
$'000
Acquisition of Non-
Current Assets
2018
$'000
2017
$'000
Geographical Location
Australia
-
- New Zealand
48,446
3,377
51,823
44,560
3,598
48,158
1,332
6
1,338
978
9
987
655
3
658
81
7
88
(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 2018, $6,183,573 or 12% (2017: $5,447,393 or 11%) of the consolidated entity's external
revenue was derived from sales to a major Australian retailer through the Lifestyle Entertainment segment.
37
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 22: CASH FLOW INFORMATION
(i) Cash and cash equivalents
Cash and cash equivalents included in the statement of cash flows comprise the
following amounts:
Cash on hand
At call deposits with financial institutions
(ii) Reconciliation of net cash provided by operating activities to (loss) after income tax
(loss) for the year
Depreciation and amortisation
Net profit on disposal of plant and equipment
Foreign exchange loss/(gain)
Impairment (income)
Non-cash share based payments
Changes in operating assets and liabilities
(Increase)/decrease in trade and other receivables
Increase in prepayments
(Increase)/decrease in inventories
Increase/(decrease) in trade and other payables
Increase/(decrease) in provisions
Increase in deferred taxes
Net cash provided by/(used in) operating activities
Economic Entity
2018
$'000
2017
$'000
2
857
859
(143)
312
-
74
-
4
(1,085)
(19)
(1,305)
2,221
146
(44)
161
4
1,010
1,014
(634)
259
(1)
(83)
(101)
1
586
(23)
896
(1,555)
(23)
(30)
(708)
(iii) Non Cash Financing and Investing Activities
There were no non-cash financing or investing activities during the financial year.
A)
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.
38 AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 23: 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.
A) 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.
39 AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 23: 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
2018
$'000
2017
$'000
4,275
3,383
404
692
8,754
101
8,855
3,670
3,055
398
373
7,496
59
7,555
The economic entity does not have other receivables which are past due (2017: Nil).
B) 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:
2018
Financial liabilities due for payment
Trade and other payables
Other financial liabilities
Total expected outflows
Financial assets - cash flows realisable
Trade receivables
Total anticipated inflows
Net (outflow) on financial instruments
Contractual Cash Flows
Within
1 Year
$'000
1 to 5
Years
$'000
Over 5
Years
$'000
Total
$'000
6,109
5,062
11,171
8,754
8,754
(2,417)
-
-
-
-
-
-
-
-
-
-
-
-
6,109
5,062
11,171
8,754
8,754
(2,417)
40
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 23: FINANCIAL RISK MANAGEMENT (continued)
2017
Financial liabilities due for payment
Trade and other payables
Debtor Finance
Total expected outflows
Financial assets - cash flows realisable
Trade receivables
Total anticipated inflows
Net (outflow) on financial instruments
Contractual Cash Flows
Within
1 Year
$'000
1 to 5
Years
$'000
Over 5
Years
$'000
3,667
4,757
8,424
7,496
7,496
(928)
-
-
-
-
-
-
-
-
-
-
-
-
Total
$'000
3,667
4,757
8,424
7,496
7,496
(928)
The economic entity also has a number of premises under operating lease commitments. The future contracted
commitment at year end is disclosed at note 16.
The carrying amounts of cash and cash equivalents, 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 debtor finance and lease liabilities is estimated by discounting the remaining contractural maturities at the
current market interest rate that is available for similar financial liabilities.
C) 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 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%
2018
2017
$'000
$'000
(564)
(342)
(564)
(342)
Strengthening of 10%
2018
2017
$'000
$'000
462
462
280
280
41
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 23: 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:
Debtor finance
Business transaction facility
Other financial liabilities
Weighted average interest
rate
Note
2018
%
7.06%
7.93%
7.11%
2017
%
8.31%
-
8.31%
12
12
Balance
2018
$'000
2017
$'000
4,469
257
4,726
4,392
-
4,392
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 2018, with all other variables remaining constant:
Impact on profit/(loss)
Impact on equity
Increase of 1% of average
interest rate
Decrease of 1% of average
interest rate
2018
$'000
2017
$'000
2018
$'000
2017
$'000
(47)
(47)
(44)
(44)
47
47
44
44
D) Net Fair Values
The net fair values of assets and liabilities approximate their carrying values. No financial assets or liabilities are readily
traded on organised markets.
E) Capital Management
The Board's aim is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to
sustain future development of the business. The Board seeks to maintain a balance between the higher returns that might
be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position.
Total capital is defined as shareholders' equity. The Board monitors the return on capital, which is defined as net operating
income divided by total shareholders' equity. The Board also establishes a dividend payout policy which is targeted as being
greater than 50% of earnings, subject to a number of factors, including the capital expenditure requirements and the
company's financial and taxation position. Dividends paid for the year ended 30 June 2018 were nil (2017: nil).
There were no changes to the economic entity's approach to capital management during the financial year.
42
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 24: EARNINGS PER SHARE
A) Basic earnings per share (cents)
Weighted average number of ordinary shares (number)
Earnings used to calculate basic earnings per share ($)
Economic Entity
2018
2017
(0.5)
30,573,181
(143,000)
(2.1)
30,573,181
(634,000)
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.
B) Diluted earnings per share (cents)
Weighted average number of ordinary shares (number)
Earnings used to calculate diluted earnings per share ($)
(0.5)
30,573,181
(143,000)
(2.1)
30,573,181
(634,000)
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account
the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the
weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential
ordinary shares.
NOTE 25: DIVIDEND FRANKING CREDITS
Tax rate
Amount of franking credits available for subsequent reporting periods ($'000)
NOTE 26: 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
Audit and review of financial reports, and other work under the Corporations Act
Total remuneration for audit services
Non-audit services
BDO East Coast Partnership
30%
6,139
30%
6,139
$
111,500
111,500
$
111,500
111,500
Tax compliance services, including review of company income tax returns
19,180
25,498
Other practices - BDO Auckland
Tax compliance services, including review of company income tax returns
Total remuneration for non-audit services
7,115
26,295
7,333
32,831
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.
43
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 27: PARENT ENTITY INFORMATION
Information relating to Ambertech Limited (parent entity):
- Current Assets
- Total Assets
- Current Liabilities
- Total Liabilities
- Share capital
- Share issue cost reserve
- Retained earnings
Profit/(loss) of the parent entity
Total comprehensive income of the parent entity
Contingent Liabilites
The parent entity had no contingent liabilities as at 30 June 2018 (2017: Nil).
Parent Entity
2018
$'000
2017
$'000
11,053
15,611
1,462
1,462
11,044
15,601
1,462
1,462
11,138
11,138
4
1
3,007
3,001
6
6
(1)
(1)
Capital Commitments
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2018 (2017: Nil)
Significant Accounting Policies
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 1
and throughout the notes.
44
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 2018 and of its
performance for the year ended on that date.
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 of the Corporations Act 2001.
2.
3.
4.
This declaration is made in accordance with a resolution of the Board of Directors persuant to section 295(5)(a) of the
Corporations Act 2001, and is signed for and on behalf of the directors by:
P F Wallace
Director
Dated this 28th day of August 2018.
Sydney
P A Amos
Director
45 Shareholders Information
The following information is required by the Australian Securities Exchange Limited.
Distribution of equity security by size of holding:
Number of
shareholders
Number of
Ordinary Shares
% of total
capital
1
1,001
5,001
10,001
100,001
Total
-
-
-
-
and
1,000
5,000
10,000
100,000
over
70
55
29
38
22
214
63,259
204,563
259,550
1,220,891
28,824,918
30,573,181
0.21
0.67
0.85
3.99
94.28
100.00
The number of security investors holding less than a marketable parcel of 2,703 securities is 86 and they hold
94,472 securities.
Equity Security Holders
The twenty largest shareholders as at 15 October 2018 were:
Rank Twenty largest holders
Number of
shares
% of total
capital
1 Appwam Pty Limited
2 Crowton Pty Ltd (Amos Super Fund)
3 Mr Edwin Goodwin & Ms Julia Griffith (EFG Investments A/C)
4 Wavelink Systems Pty Ltd
5 Wavelink Systems Pty Ltd (Employee Superannuation Fund)
6 Wygrin Pty Ltd
7 Wygrin Pty Ltd (Wygrin Pension Fund)
8 Crowton Pty Limited
9 Mr David Scicluna & Mr Anthony Scicluna
10 Mr Nathan Carlini
11 Mr Ralph McCleery
12 Wallace Capital Pty Ltd (Super Fund A/C)
13 Mr Joseph Paul Grech & Ms Deborah Lee Grech
14 Henriksen Consulting Pty Ltd (Henriksen Consulting S/F AC)
15 Super Accumulation Pty Ltd (M Robinson Super Fund A/C)
16 Mr David Le Cornu & Mrs Betty Le Cornu
17 HSBC Custody Nominees (Australia) Limited A/C 2
18 BNP Paribas Nominees Pty Ltd
19 Citicorp Nominees Pty Limited
20 Xanthippus Pty Ltd
8,853,716
3,231,681
2,883,556
2,784,625
2,650,000
1,507,556
1,488,270
1,082,162
804,000
757,507
357,599
333,928
333,261
315,059
250,000
220,000
202,576
188,353
163,169
28,562,318
155,300
28.96
10.57
9.43
9.11
8.67
4.93
4.87
3.54
2.63
2.48
1.17
1.09
1.09
1.03
0.82
0.72
0.66
0.61
0.53
93.42
0.51
Source: Boardroom Pty Limited
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
Number of
shares
% of total
capital
Appwam Pty Limited
Wavelink Systems Pty Ltd
Crowton Pty Limited
Wygrin Pty Ltd
Howbay Pty Ltd
On-Market Buy Back
8,853,716
5,484,625
4,313,843
2,995,826
2,883,556
28.96
17.94
14.11
9.80
9.43
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 15 October 2018.
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 2018 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.
Corporate Directory
Directors
Peter F Wallace - Chairman
Peter A Amos - Managing Director
Tom R Amos
Edwin F Goodwin
David R Swift
Bankers
Scottish Pacific Business
Finance
Level 5, 20 Bond Street
Sydney NSW 2000
T: +61 2 9372 9999
Auditors
BDO East Coast Partnership
Level 11, 1 Margaret Street
Sydney NSW 2000
T: + 61 2 9251 4100
ASX Listing
AMO
ambertech.com.au
Company Secretary
Robert J Glasson
Share Registry
Boardroom Pty Limited
GPO Box 3993
Sydney NSW 2001
or
Level 12, 255 George Street
Sydney NSW 2000
T: +61 2 9290 9600 or
T: 1300 737 760
Registered Office
Unit 1, 2 Daydream Street
Warriewood NSW 2102
T: +61 2 9998 7600
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
ambertech.com.au/investors/corporate-governance
A Year in Review
Ambertech Limited
PO Box 955 Mona Vale
Unit 1, 2 Daydream St
Warriewood NSW 2102
Email: info@ambertech.com.au
Phone: 02 9998 7600
Fax: 02 9999 0770
ACN 079 080 158