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. Professional Segment
4. Lifestyle Entertainment Segment
5. Financial Report
6. Shareholders Information
7. Corporate Directory
LETTER TO SHAREHOLDERS
Dear Shareholders
On behalf of your Board and executive management we would like to present you with
your 2019 Annual Report. Trading conditions during the financial year were difficult and
this is reflected in the less than satisfactory result.
This result conceals the continued progress being made on business transformation
by the Ambertech management team.
The main factors contributing to the 2019 result were:
- The continued decline in sales of AV receivers/amplifiers via the Consumer Electronics (CE)
retail market. Despite maintaining a strong market position in this category with our
Onkyo brand, the AV receiver/amplifier business appears now to be in a declining
product life cycle;
- Margin reduction across the business, including the CE retail, residential and commercial
installation markets and the professional AV dealer-based markets. This was magnified
by a falling Australian Dollar against the currencies of our major suppliers;
- Increase in outbound freight costs, primarily attributed to the buying patterns of the
CE retailers for lower cost items;
- Generally higher costs associated with servicing the CE retail market, including returns,
rebates and in some cases managing the risk associated with the consignment
of inventory;
- Inconsistency of timing of product supply from one of our major Music Industry (MI)
suppliers; and
- Significant market disruption in the form of State and Federal Election activity during
the second half of the financial year.
There were several positives during the financial year which reflect the ongoing transformation
of the Ambertech distribution model. These include:
- Significant growth (35.9%) in the Professional segment revenue. This growth is a
consequence of the continued focus on areas where we can apply our value add
through sales, marketing and engineering resources;
- Growth (14.5%) in recurring revenues from support contracts, including multi-year
offerings. Future contracted revenue at balance date has also grown by more than 17%;
- Expansion in our dealer-based business as we continue to enlarge our product offering in
the various channels we supply. We have seen strong growth in the MI and commercial
installation markets as we increasingly become a supplier of choice, leveraging our strong
brand management team; and
- Improved performance of the New Zealand operation as we continue to streamline costs
and develop our customer base.
There remains substantial opportunity for growth within the current business infrastructure,
and the Ambertech Board and management continue to focus on opportunities from within
existing agencies, as well as the potential for new agency or business acquisition. There is also
a significant opportunity to improve our results through the more efficient management of
working capital. Efforts are being made in the areas of inventory management to assist with
this goal. It is anticipated that the costs associated with funding the business could be reduced
significantly with a reduced reliance on debt.
Results from our sales efforts in Defence, Law Enforcement and Security related projects have
thus far been hampered somewhat by project timelines. We have been awarded several projects
where the supply time remains uncertain, however we anticipate a strong result from this area
of the business in the 2020 financial year.
The pipeline for project business with our media systems partners is substantial, and we
anticipate continued success in the area for the 2020 financial year. We hope to be in the
position to make some positive announcements on major contracts in the coming months.
We have a clear focus for the new financial year on margin restoration, cost control
and customer satisfaction.
On behalf of the Board of Ambertech Limited.
Peter Wallace
Chairman
Peter Amos
Managing Director
OUR BUSINESS
Our business segments operate across both the Australian and New Zealand markets.
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
Accent Audio
Accent Visual
Accent Acoustics
Advanced Network
Telemetry
David Horn
Communications
Dell EMC
Digital Projection
DPA Microphones
Dynaudio Professional
LunaStone
Mackie
Middle Atlantic
MP Antennas
Neets
Neutrik
Silvus Technology
Solid State Logic
Sonance
Sonarray
SAM Snell Advanced
Media / Grass Valley
Aja
Embrionix
Ambertec Cables
Emotion Systems
Apart Audio
EVS
Apogee
Arista
Ateme
AudioQuest
Autoscipt
Avid
Aviwest
Avonic
Framus Guitars
GB Labs
Gefen
Haivision
HDAnywhere
Hercules
Integra
iPort
BATS Wireless
Jet City Amplification
Blue Lucy
JTS Microphones
Canare
Cioks
Contacta
Cordial
CP Cases
DALI
Launchport
Learning Glass
Lenco
Leon Speakers
Liberty AV
Litepanels
Newline Interactive
Newtek
Nexidia
NHT
Niveo Professional
NTi Audio
NuVo
One For All
Onkyo
Optoma
Panasonic
Peterson
Plura
Primacoustic
Proel
Radial Engineering
Rean
Rockboard
Spectra Logic
SurgeX
T-Rex Effects
Tannoy
TC Electronic
TC Helicon
Tecxus
Teradek
Telestream
Tonebone
Troll Systems
Van Damme
Videssence
Vinten
Vipranet
Warwick Basses
Well Av
National Aerial Firefighting Centre
Installation of Silvus radios
AVID Newsroom event
hosted by Amber Technology
Melbourne
Guitar Show Display
Brand Managers at
ENTECH Road Show
PROFESSIONAL SEGMENT
Our Professional Segment includes teams dedicated to servicing the Professional, Media Systems
and Defence, Law Enforcement and Security (DLES) markets in Australia and New Zealand.
The major media organisations continue to look for
ways to compete in what is an increasingly crowded
market. The competition is not only affecting traditional
broadcasters, with there now being over 20 streaming
services available in Australia, the battle for customers has
extended across all delivery platforms. The changes within
the television industry of last year evolved to become a
consolidation across all aspects of media, television, print
and radio, as well as a focus on core assets with many
subsidiary operations offloaded. This consolidation is
literal – a merging of companies as well as facilities.
While these many changes brought a level of uncertainty
to many of our clients at various times of the year, overall
our broadcast business was stronger. Significant sales were
driven through the adoption of new technology required
to provide the efficiencies in operation that business
consolidations were aiming to achieve, with Amber ideally
placed to capitalise on this with our exceptional portfolio
of integrated media solutions.
Our Technical Services Group once again proved to be
very valuable, helping us to not only grow revenue in
services provision, but also helping customers to choose
us for their ongoing programs. Business opportunities
have also expanded through the signing of a number
of new supply agreements and extending the scope
of some existing agreements.
The Media Systems group continue to have a strong sales
pipeline that includes a number of large-scale projects
including major system refreshes and new facility builds.
A major milestone of this year was almost certainly
the selection by the National Aerial Firefighting Centre
(NAFC) of Silvus Technologies Meshing data radios as
the technology of choice for aerial networking. This
complex concept delivers a mobile network that allows
commanders and ground crews engaged in bushfire
fighting activities to remain connected even when cellular
and regular radio services are absent or compromised.
The potential of this development is significant, and
installations in West Australia and the ACT are ready to
engage with this year’s fire season, hopefully illustrating
to other states the power of the technology. The Amber
team have been very active installing and commissioning
systems and delivering training courses to crews ready
for deployment.
The increased acceptance of Silvus Technologies in the
Defence Law Enforcement and Security arena has allowed
us to engage several key resellers in these areas. This
should allow us to expand the sales base without placing
undue strain on the resources at Amber itself.
We were also able to announce an exclusive distribution
arrangement with Haivision in the Video Encoder space
for the DLES market. Haivision are the pre-eminent
player in video encoding and distribution for security
applications and we look forward to some significant sales
in that area.
Major brands in the MI retail market - TC Electronic,
DPA Microphones, Radial Engineering, Mackie and
Warwick, continue to provide strong sales growth.
These brands continued to innovate and provide
products that the market requires.
The Neutrik and Canare brands continue to provide
innovative and high-quality products for the live sound,
AV installation and broadcast sectors.
NTi Audio continues to offer ever-expanding solutions
for test and measurement solutions for acoustics, audio
and vibration applications. Consultants are embracing
this brand for measurement of Evacuation, Noise
Measurement, Building Acoustics and Quality Control.
This year saw the launch of a major MI retail chain. This
has been absent from this market for many years. The MI
Retail sector has also embraced the online sales channel
with Dealer-based ecommerce solutions alongside their
bricks and mortar outlets. To assist, we are providing all
the data they require to efficiently upload our products
onto their ecommerce channel.
Our New Zealand operation now works more
collaboratively with the head office brand management,
marketing and logistics team, and this should enable sales
growth in their market.
Newline demo day
in Sydney.
Major Retail training
session for retail staff
HDAnywhere display
at national Road Show
Integrate 2018
stand display
LIFESTYLE ENTERTAINMENT SEGMENT
Our Lifestyle Entertainment Segment includes teams dedicated to the Consumer Electronics Retail
market and providing Integrated Solutions to the residential and commercial audio visual
installation markets in Australia and New Zealand.
We believe that the ongoing refinement of our portfolio
together with our continuing sales and marketing
efforts see us well positioned to grow in relevance
and importance amongst our specialist residential and
commercial AV customers.
During the financial year our Major Retail group focused
on three objectives:
• Expanding product and brand range, complementing
a renewed Home Theatre category
• Sustaining a strong position in the supply of consumer
electronics hardware and accessories by developing
fixture/merchandising initiatives
• Continuing to drive awareness of technology
and benefits through national training programs
and incentives.
The retail environment had seen broad changes due
to challenging economic environment at manufacturing
level. Retailer consolidation in the categories we serve
with current brands in our portfolio has also limited
our growth this year.
The Major Retail group continuously reviews the brand
portfolio in order to strengthen the relationships with
our retail partners in both Australia and New Zealand.
Our brands have benefited from these renewed strategies:
• Development and implementation of customised
fixtures to establish a merchandising standard
of One For All products
• Complementing retailer relationships through
expansion of products from Audioquest and Mackie
• Securing new agencies that complement current
brands in our portfolio.
The Integrated Solutions group experienced
a challenging year.
General economic conditions and uncertainty
surrounding elections impacted sales growth.
Deterioration in the value of the Australian dollar
(compared to the currencies of our major suppliers)
combined with supplier price increases to exert
pressure on gross margins across much of the portfolio.
The specialist residential market suffered more than the
commercial market – reflecting the discretionary nature
of end-user spending in this area.
We continued our efforts to engage with our customers
and promote our suppliers’ brands. Highlights during
the financial year included:
• a comprehensive display at the AV industry’s major
trade show: Integrate 2018
• a follow-up Road Show to introduce new brands
and products to customers across Australia who
were not able to attend Integrate 2018
• continued effort across major social media
platforms to promote brands, products and
global success stories
• direct representation to dealers, integrators,
contractors, consultants and other influencers.
These efforts delivered worthwhile sales growth
across a number of categories, especially in the
commercial AV markets.
During the year, we added several new brands to the
portfolio, addressing opportunities in the following
market segments:
•
residential AV switching and distribution
• control systems for AV installations in
small to mid-sized commercial applications
• surge elimination to protect installed equipment
from mains voltage disturbances
•
interactive flat panel displays for commercial
and education markets
•
residential loudspeakers.
AMBERTECH LIMITED
AND CONTROLLED ENTITIES
ACN 079 080 158
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
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 2019 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 91 employees as at 30 June 2019 (2018: 101 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 $1,332,000. This
was down on the loss after tax of $143,000 in the previous period. Total revenues for the financial year increased by
10.3% to $57,178,000 (2018: $51,839,000). 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 $882,000 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 $884,000 to
$6,716,000 as at 30 June 2019 (2018: $7,600,000). The net assets of the economic entity have also decreased by
$1,264,000 to $8,758,000 as at 30 June 2019 (2018: $10,022,000).
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 2019-20 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
2019 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 nine 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 ($)
2019
-
$0.10
Net profit/(loss) after tax ($'000)
(1,332)
Details of Remuneration
2018
-
$0.16
(143)
2017
-
$0.15
(634)
2016
-
2015
-
$0.125
$0.135
237
(1,654)
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
Resigned: 12/12/2018
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
2019
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
$
360,250
55,046
32,111
32,111
10,119
489,637
190,949
222,585
254,673
43,480
711,687
-
-
-
-
-
-
-
9,200
20,000
-
29,200
25,000
5,229
3,051
3,051
24,961
61,292
18,303
22,174
24,908
3,331
68,716
3,797
-
-
-
-
3,797
1,141
3,516
2,382
-
7,039
2,553
-
-
-
-
2,553
-
-
-
-
-
Total
$
391,600
60,275
35,162
35,162
35,080
557,279
210,393
257,475
301,963
46,811
816,642
%
Performance
Related
% Relating
to Options
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
3.6%
6.6%
0.0%
3.6%
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 September 2018, a cash bonus of $9,200 was paid to Mr Caston relating to performance against KPI's. The bonus is 92% of the total available to Mr Caston under his KPI
scheme.
(2) Quarterly cash bonuses totalling $20,000 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.
* N Lee resigned 12/12/18.
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.
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 (2018: $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
- -
333,334 166,666
During the financial year, nil options vested with key management personnel (2018: Nil). None of these options were exercisable
(2018: 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 (tranche 1)
(ii) Two thirds have lapsed due to failed performance hurdles (tranches 2 and 3)
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
2019
2018
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
8
8
8
6
8
8
8
8
8
8
3
3
-
-
-
3
3
-
-
-
-
-
-
2
2
-
-
-
2
2
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 30th day of September 2019.
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
DECLARATION OF INDEPENDENCE BY PULL BULL TO THE DIRECTORS OF AMBERTECH LIMITED
As lead auditor of Ambertech Limited for the year ended 30 June 2019, 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, 30 September 2019
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.
10
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 2019, 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 2019 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.
11
Revenue recognition
Key audit matter
How the matter was addressed in our audit
For the year ended 30 June 2019 the
Group recognised revenue of $57,178
(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;
Reviewed management’s assessment of the adoption of
AASB 15 Revenue from Contracts with Customers; 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 2019 the Group held
inventory of $13,629 (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.
12
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 2019, 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.
13
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 2019.
In our opinion, the Remuneration Report of Ambertech Limited, for the year ended 30 June 2019,
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, 30 September 2019
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 2019
Revenue
Cost of sales
Gross profit
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
2019
$'000
2018
$'000
3
4
4
4
4
5
57,178
(41,618)
15,560
(10,283)
(1,405)
(528)
(1,982)
(447)
(592)
(535)
(1,085)
(1,297)
(35)
(1,332)
51,839
(35,735)
16,104
(9,496)
(1,460)
(740)
(1,971)
(312)
(670)
(546)
(1,096)
(187)
44
(143)
66
66
(1,266)
(46)
(46)
(189)
Earnings per share
Basic earnings per share (cents)
Diluted earnings per share (cents)
24
24
(4.4)
(4.4)
(0.5)
(0.5)
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 2019
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
2019
$'000
2018
$'000
22
6
7
9
10
5
11
12
13
13
5
14
15
1,207
11,249
13,629
26,085
875
61
1,213
2,149
859
9,658
13,302
23,819
1,254
78
1,230
2,562
28,234
26,381
11,997
5,608
1,764
19,369
88
19
107
19,476
8,758
11,138
58
(2,438)
8,758
9,729
4,726
1,764
16,219
134
6
140
16,359
10,022
11,138
(10)
(1,106)
10,022
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 2019
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 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
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 2019
11,138
32
-
(46)
(46)
-
(14)
-
66
66
-
52
1
-
-
-
3
4
-
-
-
2
6
(963)
(143)
-
(143)
-
(1,106)
(1,332)
10,208
(143)
(46)
(189)
3
10,022
(1,332)
-
66
(1,332)
(1,266)
-
2
(2,438)
8,758
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 2019
Economic Entity
Note
2019
$'000
2018
$'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 operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for plant and equipment
Payments for intangible assets - website
Net cash used in investing activities
22
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.
60,703
(56,181)
16
(592)
(4,426)
(480)
(51)
-
(51)
1,221
(346)
875
344
859
4
1,207
54,844
(50,184)
16
(670)
(3,845)
161
(574)
(85)
(659)
343
-
343
(155)
1,014
-
859
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 30 September 2019 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 2019, the consolidated entity incurred a loss after income tax of $1,332,000
(2018: loss of $143,000). In the same period the consolidated entity had operating cash outflows of $480,000
(2018: cash inflow of $161,000)
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.
The following new Accounting Standards and Interpretations are most relevant to the consolidated entity:
(i)
AASB 9: Financial Instruments
The consolidated entity has applied AASB 9 using the modified restrospective approach and the related
consequential amendments to other Accounting Standards for the first time. The requirements under AASB 9 that
are applicable to the consolidated entity and the impact of its application is disclosed below:
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)
Classification and measurement of financial assets
The directors have reviewed and assessed the Group's existing financial assets as at 1 July 2018 based on the facts
and circumstances that existed at that date and have concluded that the application of AASB 9 has had no material
impact on the classification or measurement of the Group's financial assets. Financial assets that were measured
at fair value through profit or loss (FVTPL) or amortised cost under AASB 139 continue to be measured at fair value
or amortised cost under AASB 9.
Impairment of financial assets
The directors have reviewed and assessed the Group's existing financial assets and trade receivables for
impairment using the AASB 9 expected credit loss model as opposed to the AASB 139 incurred credit loss model
and have concluded that the application of AASB 9 has had no material impact on the Group's impairment
allowance required for existing financial assets and trade receivables.
With effect from 1 July 2018, the Group's new accounting policy in respect to impairment of financial assets is as
follows:
Financial assets, other than those at fair value through profit or loss, shall recognise a loss allowance for expected
credit losses and changes in those expected credit losses at each reporting date to recognise the 12 month or
lifetime expected credit losses determined by the significance of the change in credit risk since initial recognition
of the financial asset.
AASB 15: Revenue from Contracts with Customers, and the relevant amending standards (applicable to annual
reporting periods beginning on or after 1 January 2018).
This Standard replaces the previous 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 applies 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:
(ii)
-
-
-
-
-
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 reviewed and assessed the Group's revenue streams based on the application of AASB 15 and the
impact of its application is disclosed below:
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 which is when the control passes.
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.
Other revenue sources for the group include:
-
-
Contract revenue with milestone arrangements; and
Maintenance and support contracts.
Based on an analysis of these revenue streams, the directors have determined that the Group's accounting policies
do not require change upon adoption of the new revenue recognition Standard.
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)
Impact of Adoption
The adoption of these Accounting Standards and Interpretations did not have any significant impact on the
financial performance or position of the Group as at 30 June 2019, and there was no impact on the opening
retained earnings as at 1 July 2018.
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 2019, but have not been applied in preparing these financial statements.
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 2019, the Group has non-cancellable operating lease commitments of $5.519m, (30 June 2018
$7.022m). 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.
21 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)
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
Other new accounting standards that have been published but are not mandatory for the 30 June 2019
reporting period are as listed below:
AASB 128 Amendments
- Long-term interests in Associates and Joint Ventures effective 1 July 2019
IFRIC Interpretation 23 Uncertainty over Income Tax treatments effective 1 July 2019
AASB 3 Business Combinations
- Previously held interests in a joint operation
- Annual Improvement to IFRS Standards effective 1 July 2019
AASB 11 Joint Arrangements
- Previously held interests in a joint operation
- Annual improvement to IFRS Standards effective 1 July 2019
AASB 123 Borrowing Costs
- Borrowing costs eligible for capitalisation effective 1 July 2019
AASB 112 Income Taxes
- Income tax consequences of payments on financial instruments classified as equity effective 1 July 2019
Amendments to AASB 10 and AASB128
- Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
Amendments to AASB9
- Prepayment Features with Negative Compensation
Although further work will be required to assess the impact of the above new standards, management believe
that the preliminary assessment shows that the introduction of these standards will not have a significant
impact on the Group's financial statements.
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.
22 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
2019
$'000
2018
$'000
57,162
16
57,178
51,823
16
51,839
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 control has 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.
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
41,618
35,735
(132)
(127)
9,156
778
346
3
10,283
8,552
790
151
3
9,496
23
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% (2018:30%)
Tax effect of non deductible expenses/non assessable income
- Entertainment
- Other items
Unused tax losses not recognised as deferred tax assets
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
2019
$'000
2018
$'000
95
180
139
16
430
17
(1)
83
67
139
16
305
7
42
1,503
1,480
35
35
(1,297)
(389)
15
2
407
35
459
297
104
18
190
46
63
36
1,213
(44)
(44)
(187)
(56)
16
7
(11)
(44)
470
245
129
30
228
40
56
32
1,230
24
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
2019
$'000
2018
$'000
11
8
19
-
6
6
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 $1,419,434 (2018:
$5,102,633). The potential tax benefit of these losses at 30% is $425,830 (2018: $1,530,790).
25
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
2019
$'000
2018
$'000
10,009
(61)
9,948
1,088
213
11,249
8,855
(101)
8,754
749
155
9,658
A)
B)
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 any expected credit loss.
An allowance for expected credit losses (ECLs) is required when a difference arises between the contracted cashflows and
the amount expected to be received, discounted at the original effective interest rate.
For trade receivables, a simplified approach is applied in calculating the ECLs. Loss allowances recognised are based on
lifetime ECLs at each reporting date. This is established from historical credit losses, adjusted for forward looking factors
specific to the receivable.
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
101
(2)
(38)
61
59
42
-
101
D)
The economic entity's exposure to credit risk and impairment losses related to trade and other receivables is disclosed at
note 23.
26
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
2019
$'000
2018
$'000
12,641
1,628
14,269
(640)
13,629
12,112
1,962
14,074
(772)
13,302
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
772
352
(484)
640
899
389
(516)
772
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
2019
2018
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.
27
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
2019
$'000
2018
$'000
2019
$'000
2018
$'000
Net carrying amount
2018
2019
$'000
$'000
Economic Entity
Plant and equipment
Furniture and fittings
Leasehold improvements
Leased plant and equipment
Total plant and equipment
1,487
943
1,416
171
4,017
1,434
942
1,415
171
3,962
(1,332)
(661)
(1,022)
(127)
(3,142)
(1,233)
(480)
(884)
(111)
(2,708)
155
282
394
44
875
B)
Reconciliation of carrying amounts:
2019
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
200
50
-
(95)
155
464
-
-
(180)
284
531
1
-
(139)
393
2018
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
174
110
-
(84)
200
71
460
-
(67)
464
667
3
-
(139)
531
Leased
plant and
equipment
$'000
59
-
-
(16)
43
Leased
plant and
equipment
$'000
75
-
-
(16)
59
201
462
531
60
1,254
Total
$'000
1,254
51
-
(430)
875
Total
$'000
987
573
-
(306)
1,254
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.
28
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
2019
$'000
2018
$'000
2,970
(2,970)
-
85
(24)
61
61
2,970
(2,970)
-
85
(7)
78
78
Reconciliation of written down values:
Opening balance at 1 July 2018
Additions
Impairment
Amortisation expense
Closing balance at 30 June 2019
Goodwill Website
$'000
-
$'000
78
-
-
-
-
-
-
(17)
61
Total
$'000
78
-
-
(17)
61
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.
29
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
2019
$'000
8,499
3,498
11,997
2018
$'000
6,109
3,620
9,729
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
4,432
583
405
558
581
6,559
5,414
194
5,608
3,430
221
434
552
442
5,079
4,469
257
4,726
30
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 2019, the amount drawn under this facility was $194,003.
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
2019
$'000
2018
$'000
321
1,443
1,764
88
88
327
1,437
1,764
134
134
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.
31
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 2018
Additional provision recognised
Reductions resulting from payments
Closing balance at 30 June 2019
Service
warranty
$'000
327
303
(309)
321
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
2019
$'000
2018
$'000
268
418
267
411
32
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 14: SHARE CAPITAL
Economic Entity
Economic Entity
2019
Shares
2018
Shares
#
2019
$'000
2018
$'000
A) Ordinary Shares fully paid (no par value)
30,573,181
30,573,181
11,138
11,138
Details
Balance 30 June 2018
Shares bought back
Balance 30 June 2019
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 (2018: 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
52
6
58
(14)
4
(10)
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
1,523
3,996
-
5,519
1,503
5,519
-
7,022
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.
33
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 2019
(2018: Nil)
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
2019
$'000
2018
$'000
612
612
612
612
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
2019
$'000
2018
$'000
1,230,524
130,008
10,836
2,553
1,373,921
1,265,983
129,736
16,163
2,553
1,414,435
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 (tranche 1)
(ii) Two thirds have lapsed due to failed performance hurdles (tranches 2 and 3)
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 (2018: Nil).
34
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 2018
Granted
Foreited
Exercised
Expired
Options outstanding as at 30 June 2019
Options exercisable as at 30 June 2019
Options exercisable as at 30 June 2018
500,000
-
333,334
-
-
166,666
-
-
$0.15
-
$0.15
-
-
$0.15
-
-
The weighted average remaining contractual life of options outstanding at year-end was 0.42 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 (2018: Nil). 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 $5,419, which relates to equity-settled
share-based payment transactions (2018: $2,553).
35
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.
Professional
Lifestyle
Entertainment
New Zealand
Eliminations
$'000
$'000
$'000
$'000
Economic
Entity
$'000
28,359
3
28,362
25,300
798
26,098
3,503
46
3,549
-
(847)
(847)
1,139
(1,521)
(80)
(b) Segment information
2019
Revenue
-
-
Revenue from external customers
Total segment revenue
Inter-segment revenue
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
11,857
12,486
1,631
7,475
5,149
513
Other
-
Acquisition of non current segment assets
18
26
-
Depreciation and amortisation of segment
assets
115
326
7
6
57,162
-
57,162
(462)
(259)
(721)
16
(592)
(1,297)
(35)
(1,332)
25,974
2,260
28,234
13,137
6,339
19,476
51
51
447
447
-
-
-
-
-
36
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
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 21: SEGMENT REPORTING (continued)
2018
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
(35)
1,027
(223)
8,449
14,152
1,826
5,610
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)
24,427
1,954
26,381
10,917
5,442
16,359
658
658
312
312
37
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
2019
$'000
2018
$'000
Carrying Amount of Segment
Non Current Assets
2019
$'000
2018
$'000
Acquisition of Non-
Current Assets
2019
$'000
2018
$'000
Geographical Location
Australia
-
- New Zealand
53,659
3,503
57,162
48,446
3,377
51,823
926
10
936
1,332
6
1,338
41
7
48
655
3
658
(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 2019, $5,165,810 or 9% (2018: $6,183,573 or 12%) of the consolidated entity's external
revenue was derived from sales to a major Australian retailer through the Lifestyle Entertainment segment.
38
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
Foreign exchange loss
Non-cash share based payments
Changes in operating assets and liabilities
Increase in trade and other receivables
Increase in prepayments
Increase in inventories
Increase in trade and other payables
Decrease in provisions
Decrease in deferred taxes
Net cash provided by operating activities
Economic Entity
2019
$'000
2018
$'000
3
1,204
1,207
2
857
859
(1,332)
(143)
447
24
3
312
74
4
(1,419)
(1,730)
(57)
(288)
2,161
(53)
34
(480)
(19)
(1,305)
2,866
146
(44)
161
(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.
39 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.
Expected credit loss allowance
The expected credit loss allowance relates to specific customers, identified as being in trading difficulties, or where
specific debts are in dispute. The expected credit loss 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.
40 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
2019
$'000
2018
$'000
4,615
3,032
566
1,735
9,948
61
10,009
4,275
3,383
404
692
8,754
101
8,855
The economic entity does not have other receivables which are past due (2018: 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:
2019
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
8,499
5,971
14,470
9,948
9,948
(4,522)
-
-
-
-
-
-
-
-
-
-
-
-
8,499
5,971
14,470
9,948
9,948
(4,522)
41
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 23: FINANCIAL RISK MANAGEMENT (continued)
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
6,109
5,062
11,171
8,754
8,754
(2,417)
-
-
-
-
-
-
-
-
-
-
-
-
Total
$'000
6,109
5,062
11,171
8,754
8,754
(2,417)
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%
2019
2018
$'000
$'000
(729)
(564)
(729)
(564)
Strengthening of 10%
2019
2018
$'000
$'000
596
596
462
462
42
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
2019
%
6.45%
7.33%
6.48%
2018
%
7.06%
7.93%
7.11%
12
12
Balance
2019
$'000
2018
$'000
5,414
194
5,608
4,469
257
4,726
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 2019, 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
2019
$'000
2018
$'000
2019
$'000
2018
$'000
(56)
(56)
(47)
(47)
56
56
47
47
D) Net Fair Values
The net fair values of assets and liabilities approximate their carrying values. No financial assets or liabilities are readily
traded on organised markets.
E) Capital Management
The Board's aim is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to
sustain future development of the business. The Board seeks to maintain a balance between the higher returns that might
be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position.
Total capital is defined as shareholders' equity. The Board monitors the return on capital, which is defined as net operating
income divided by total shareholders' equity. The Board also establishes a dividend payout policy which is targeted as being
greater than 50% of earnings, subject to a number of factors, including the capital expenditure requirements and the
company's financial and taxation position. Dividends paid for the year ended 30 June 2019 were nil (2018: nil).
There were no changes to the economic entity's approach to capital management during the financial year.
43
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 24: EARNINGS PER SHARE
A) Basic earnings per share (cents)
Weighted average number of ordinary shares (number)
Earnings used to calculate basic earnings per share ($)
Economic Entity
2019
2018
(4.4)
30,573,181
(1,332,000)
(0.5)
30,573,181
(143,000)
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 ($)
(4.4)
30,573,181
(1,332,000)
(0.5)
30,573,181
(143,000)
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account
the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the
weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential
ordinary shares.
NOTE 25: DIVIDEND FRANKING CREDITS
Tax rate
Amount of franking credits available for subsequent reporting periods ($'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
$
115,000
115,000
$
111,500
111,500
Tax compliance services, including review of company income tax returns
19,450
19,180
Other practices - BDO Auckland
Tax compliance services, including review of company income tax returns
Total remuneration for non-audit services
5,731
25,181
7,115
26,295
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.
44
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
(Loss)/profit of the parent entity
Total comprehensive income of the parent entity
Contingent Liabilites
The parent entity had no contingent liabilities as at 30 June 2019 (2018: Nil).
Parent Entity
2019
$'000
2018
$'000
11,048
15,606
1,462
1,462
11,053
15,611
1,462
1,462
11,138
11,138
6
4
3,000
3,007
(7)
(7)
6
6
Capital Commitments
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2019 (2018: 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.
45
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 2019 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 30th day of September 2019.
Sydney
P A Amos
Director
46 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
71
50
30
39
19
209
63,260
185,563
265,549
1,309,917
28,748,892
30,573,181
0.21
0.61
0.87
4.28
94.03
100.00
The number of security investors holding less than a marketable parcel of 4,545 securities
is 101 and they hold 148,823 securities.
Equity Security Holders
The twenty largest shareholders as at 10 October 2019 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 Mr David Scicluna & Mr Anthony Scicluna
9 Mr Ralph McCleery
10 Wallace Capital Pty Ltd (Super Fund A/C)
11 Mr Joseph Paul Grech & Ms Deborah Lee Grech
12 Henriksen Consulting Pty Ltd (Henriksen Consulting S/F AC)
13
Ironwood Investments Pty Limited (Phillips Super Fund A/C)
14 BNP Paribas Nominees Pty Ltd
15 Mr David Le Cornu & Mrs Betty Le Cornu
16 Wallace Capital Pty Ltd (Charwal A/C)
17 S&I Carlini Superannuation Pty Limited
18 Xanthippus Pty Ltd
19 Eran Pty Ltd
20 Mr Garry Beauchamp (Empire Park S/F A/C)
20 Realcal Pty Ltd
9,618,773
4,313,843
2,883,556
2,784,625
2,650,000
1,507,556
1,488,270
804,000
357,599
333,928
333,261
,
315,059
295
000
286,920
220,000
152,600
150,602
143,300
110,000
100,000
28,948,892
100,000
Source: Boardroom Pty Limited
31.46
14.11
9.43
9.11
8.67
4.93
4.87
2.63
1.17
1.09
1.09
1.03
0.97
0.94
0.72
0.50
0.49
0.47
0.36
0.33
94.69
0.33
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
9,618,773
5,484,625
4,313,843
2,995,826
2,883,556
31.46
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 10 October 2019.
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 2019 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
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
Bankers
Scottish Pacific Business
Finance
Level 1, 1 Bligh Street
Sydney NSW 2000
T: +61 2 9372 9900
Auditors
BDO East Coast Partnership
Level 11, 1 Margaret Street
Sydney NSW 2000
T: + 61 2 9251 4100
ASX Listing
AMO
www.ambertech.com.au
Registered Office
Unit 1, 2 Daydream Street
Warriewood NSW 2102
T: +61 2 9998 7600
Melbourne
Ground Floor
737 Burwood Road
Hawthorn VIC 3122
T: +61 2 9998 7600
Brisbane
Unit 35, 28 Burnside Road
Yatala QLD 4207
T: +61 7 3287 2928
Auckland
Unit 3, 77 Porana Road
Glenfield, Auckland 0672
New Zealand
T: + 64 9 443 0753
Corporate Governance Statement
www.ambertech.com.au/investors/corporate-governance
NOTES
Ambertech Limited
PO Box 955
Mona Vale
NSW 1660
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