ACADEMIES AUSTRALASIA GROUP LIMITED
ANNUAL REPORT 2013
ACN 000 003 725
CHAIRMAN’S REPORT
Dear Shareholder
That a government would let the country’s second largest* export drop from $19 billion to less than $15 billion per
annum is beyond me. But this is just what happened to the international education business in Australia over the past 3
years. It is a world where we are competing with the USA, the UK and Canada for students hungry for a ‘Western’
English language education. Many students from the region, including Indonesia, Vietnam, China and India want to
come to Australia to study. Compared to our competitors, our standards are just as high. For the students, we are closer to
home. And if nothing else we must surely win on lifestyle and climate! With the mining sector entering the doldrums, the
party that wins the Federal elections next month must look hard at reviving the international education sector. It is a clean
and truly sustainable business that provides thousands of jobs. [*By sector]
Notwithstanding the challenging environment, since we celebrated our centenary of operations 5 years ago, our Company
has continued to grow and perform commendably. During that period, our flagship education business, grew organically
and via acquisition, from 6 colleges in the Sydney CBD with about 2,000 students, to about 6,000 students in 10 colleges:
7 in New South Wales, 2 in Victoria and 1 in Singapore. While total shares have grown 32% from 40.6 million in August
2008 to 53.6 million in August this year, earnings per share have gone from 4.3 to 6.8 cents per share (up 58%), and
dividends per share have increased 150% from 2 cents (partially franked) to 5 cents (fully franked).
For the past 3 years, year-on-year growth in respect to profit attributable to owners of the parent entity, averaged 28%.
For the year under review:
Profit attributable to owners of the parent entity grew 31% to $3.3 million
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- Revenue increased by 12% to $37.8 million
- Turnover for our education operations grew 16% to $30.3 million, while contribution increased 17% to $5.7
million
- Turnover for our fasteners operations declined slightly to $7.5 million, but contribution increased 22% to
$738,000
- Net tangible asset backing per share (at year end) increased by 5.2% to 10.1 cents.
During the year, we acquired Discover English Pty Limited in Melbourne, an English language college, and took a 40%
interest in a college offering sports and fitness programmes. We also acquired all the non-controlling interests in
Academies Australasia College Pte. Limited (in Singapore), Academies Australasia Polytechnic Pty Limited and
Benchmark Resources Pty Limited. So we now own 100% of each of our 10 colleges.
We are continuing to explore opportunities to further expand our education business, in Australia and overseas. As
previously announced, we intend to specialise in education. We therefore intend to divest our fasteners business.
We ended the year with $5 million in cash, mainly from the strong cash flows generated from our education business.
Early this month, we raised $4 million through the placement of 5.34 million new fully paid ordinary shares issued at 75
cents a share. We appreciate the confidence in the Company shown by the Lead Manager, Wilson HTM Corporate
Finance, and the fund managers and sophisticated investors who subscribed. The issue was made under the authority of
Listing Rule 7.1. Shareholders will be asked to ‘refresh’ that authority at the coming Annual General Meeting.
I would like to thank the Group Managing Director, directors, management and staff of all our group companies for their
hard work. On behalf of my fellow directors, I would also like to express sincere appreciation to all shareholders for their
confidence and support.
Neville Thomas Cleary
Chairman
19 August 2013
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GROUP MANAGING DIRECTOR’S REVIEW
Dear Shareholder
The international student business in Australia continued to be trying: made more difficult by severe
discounting of tuition fees by some competitors in Australia, the apparent discouragement of study in
vocational (Certificate, Diploma and Advanced Diploma) programmes, and unreasonable rejections of many
applications for visas from overseas students. Despite that environment, and an unexpectedly poor
contribution from Benchmark College which specialises in the domestic market, our education operations
have not done badly at all. Contribution to profitability grew by 17% to $5.7 million.
Having a college in Singapore, where we offer an ‘Australian standard’ education, helps to counter some of
the difficulties faced by international students looking for an Australian standard of education.
We have added two senior appointments to our management team. Ingeborg Loon who has held senior
international positions at TAFE Queensland International, the University of Queensland, Griffith University
and the Australian Council for Private Education and Training (ACPET) joined us in July as Assistant General
Manager (Partnerships). Marcus Ngiow, whose previous positions include that of Chief Inspector at the
Council for Private Education in Singapore was appointed Head, Controls and Compliance, also in July.
Premier Fasteners’ contribution of $738,000 in the year under review was an improvement from that of the
previous year. While there is potential for further growth and real scope for consolidation in the fasteners
sector in Australia, fasteners is not our core business.
Our shareholders, including subscribers to the recent share issue, may take comfort in the fact that senior
management and Board members continue to own a substantial part of the Company. We are committed to
working hard for the Company and have a real interest in its success.
I must again thank my colleagues, in all the group companies, for their contribution during the year. More
than 100 staff from 4 colleges in Penrith, Melbourne and Singapore have come under the Academies
Australasia umbrella over the past few years. Growing by acquisition brings the challenge of assimilating
staff, developing common standards and establishing a common culture. It is pleasing to see that there is a
growing sense of an Academies Australasia ‘family’.
I would also like to express my appreciation to my fellow directors in all the group companies, as well as all
our students, teachers, customers and business associates for their loyalty and support.
Christopher Elmore Campbell
Group Managing Director
19 August 2013
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CORPORATE GOVERNANCE STATEMENT
The Board of Academies Australasia Group Limited (‘the Company’) is committed to the highest standards of
corporate governance and enhancing shareholder value. The following Corporate Governance Statement
outlines the framework in which the Board operates to ensure this commitment is upheld.
At the date of this report, the Board comprised the following:
Chairman, Non-Executive
Neville Thomas Cleary
Christopher Elmore Campbell Group Managing Director, Executive
Chiang Meng Heng
Dr John Lewis Schlederer
Gabriela Del Carmen
Rodriguez Naranjo
Director, Non-Executive
Director, Non-Executive
Alternate Director to Neville Thomas
Cleary
Independent
Independent
Appointed
2001
1996
2000
2010
2011
All were members of the Board throughout the year.
Mr Philip Carroll (Director) and Mrs Bridget Carroll (Alternate to Philip Carroll) resigned from the Board on
4 March 2013.
The Board endorses the Australian Securities Exchange (‘ASX’) Corporate Governance Principles and
Recommendations with 2010 Amendments, Second Edition (‘Recommendations’). However, given the small
size and composition of the Board, the small size of the Company, its activities, and its cost structures, it is
neither reasonable nor practicable to comply with certain Recommendations or to increase the size of the
Board at this time.
Key management of the group comprises the Board of the Company and the senior group executives, defined
as the Group Finance Manager of the Company and the chief executive officers of each of the operating
subsidiaries of the Company.
This statement identifies and explains where the Company has not complied fully with any of the eight
principles stated in the Recommendations.
Principle 1 – Lay solid foundations for management and oversight
Roles and Responsibilities of Board and Management
The Board is responsible for the overall corporate governance of the Company including setting its strategic
direction and performance objectives, increasing shareholder wealth, meeting ethical and regulatory
obligations, and managing business risk.
Key responsibilities include:
•
•
•
•
•
•
•
appointing and removing the Group Managing Director;
final approval and monitoring of corporate strategies and performance objectives;
monitoring senior group executive performance and implementation of the Board approved
strategies;
reviewing and ratifying systems of risk management and internal compliance and control;
approving and monitoring the progress of major capital expenditure, capital management, and
acquisitions and divestments;
approving and monitoring financial and other reporting; and
other matters required to be dealt with by the Board from time to time.
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All senior group executives are subject to annual performance review. The Company evaluates their expected
contribution, progress, and achievements. All senior group executives were reviewed in respect to
performance during the year ended 30 June 2013.
The Board ensures that the terms of the approved performance incentive plan (‘PIP’) are complied with.
To assist in the execution of its responsibilities, the Board has established an Audit and Risk Committee and a
Remuneration Committee.
The Board delegates responsibility for the day-to-day operation and administration of the Company to the
Group Managing Director.
The Board meets regularly, at least four times per financial year, to review the Company’s strategy and
progress, with the Audit and Risk Committee meeting at least twice a year and the Remuneration Committee
meeting at least once a year.
Principle 2 – Structure the Board to add value
Board Composition
The relevant skills, experience, expertise, and terms of office of each director, who is in office at the date of
the annual report, are detailed in the directors’ report.
The names of the independent directors of the Company are:
Neville Thomas Cleary (Chairman)
Dr John Lewis Schlederer
When determining whether a non-executive director is independent the director must not fail any of the
following materiality thresholds:
•
less than 5% of Company shares are held by the director and any entity or individual directly or
indirectly associated with the director;
• no sales are made to or purchases made from any entity or individual directly or indirectly associated
with the director; and
• none of the director’s income or the income of an individual or entity directly or indirectly associated
with the director is derived from a contract with any member of the consolidated group other than
income derived as a director of the group.
The Board regularly assesses whether each non-executive director is independent. In assessing a director’s
independence, materiality is assessed on a case by case basis having regard to the individual circumstances of
the director.
Chiang Meng Heng and Christopher Elmore Campbell each have relevant interests of 5% or more in the
Company’s shares. Chiang Meng Heng and Christopher Elmore Campbell are not independent. Therefore, the
Board does not meet the Recommendation that there be a majority of independent directors. However, the
Board believes that its current composition is appropriate and wishes to state that nothing has come to its
attention that would cause it to question whether current procedures and governance are inappropriate for a
company of its structure and size. The skills, experience, and performance of the non-independent directors
have led the Board to conclude that they do act in the best interests of the Company.
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Consistent with the Recommendations, the roles of Chairman and Group Managing Director are exercised by
separate individuals, Neville Thomas Cleary and Christopher Elmore Campbell respectively.
All directors – whether independent or not - should bring an independent judgement to bear on Board
decisions. All directors have the right to seek independent professional advice in the furtherance of their duties
as directors at the company’s expense. Written approval must be obtained from the Chairman prior to
incurring any expense on behalf of the company.
Nominations Committee
The purpose of a Nominations Committee is to ensure that the Board comprises directors with a range of skills
and experience appropriate for achieving its mandate.
Currently, the Board executes all of the same functions a Nominations Committee would. The Board
determines the appointment of new directors, except where a director is elected by shareholders. When
considering the appointment of a new director, the Board follows the same principles and guidelines a
Nominations Committee would. These principles and guidelines are outlined below.
Procedure for Selection and Appointment of New Directors
The structure of the Board is determined having regard to the following criteria:
•
•
•
•
The Chairman should be a non-executive director.
A majority of the Board should be non-executive directors.
The roles of Chairman and Group Managing Director should not be exercised by the same
individual.
The Board should comprise of directors with an appropriate range of qualifications and
expertise.
The following principles and guidelines are adhered to in the selection and appointment of new directors:
•
•
•
•
•
The Board is required to have a broad range of skills, experience, diversity, and commercial
expertise to ensure that it is able to discharge its mandate effectively. Therefore, when an
individual is nominated for consideration as a director, they are evaluated on their skills,
experience, diversity, and how they would complement or enhance the Board's effectiveness.
The composition of the Board needs to be conducive to making decisions expediently and in the
best interests of the Company as a whole (rather than of individual shareholders or interest
groups). Therefore, the size of the Board is limited so as to encourage efficient decision-making.
Individuals being considered for non-executive roles will be required to provide the Company
with details of their other commitments and an indication of the time involved. Candidates must
be able to satisfy the Board that they will have sufficient time to meet what is expected of them.
The Constitution of the Company provides that the Board may at any time appoint any person to
be a director. That person shall hold office until the end of the next general meeting and shall be
eligible for election at that meeting.
The Constitution of the Company provides that at every general meeting one-third of the
directors or, if their number is not a multiple of three, then the number nearest to one-third, shall
retire from office and be eligible for re-election.
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Performance Evaluation
The Board conducts a review of its performance, policies and practices annually. The review includes an
examination of the effectiveness and composition of the Board, including the required mix of skills,
experience, diversity and other qualities that the non-executive directors should bring to the Board. The Board
also reviews the Company’s strategic direction, objectives, and corporate governance practices. The Board
reviews the objectives and achievements of the Group Managing Director and senior group executives
annually, with the Chairman regularly discussing performance with directors throughout the year.
The Board reviewed its performance and the performance of its committees and individual directors and all
senior group executives in respect to the year ended 30 June 2013.
Principle 3 – Promote ethical and responsible decision making
Code of Conduct
The Company has established a Code of Conduct to guide the Board and senior group executives as to the
practices necessary to maintain confidence in the Company's integrity, as well as the responsibility and
accountability of individuals for reporting and investigating reports of unethical practices. The Company and
its directors, managers, employees, and contractors are expected to act with high standards of honesty,
integrity, independent judgement, fairness, and equity; striving at all times to enhance the reputation and
performance of the consolidated group as a whole.
The Company’s Code of Conduct is on the Company’s website (www.academies.edu.au).
Diversity Policy
The Company is committed to diversity and inclusiveness. It aims to provide an environment in which
employees have equal access to opportunities, are treated with fairness and respect, and are not judged by
unlawful or irrelevant reference to their attributes. This commitment enables the Company to attract and retain
people with the best skills and abilities.
A copy of the Company’s Diversity Policy is on the Company’s website (www.academies.edu.au)
The Company does not favour or discriminate against females. As at 30 June 2013, 40% of senior group
executives, including Board members (inclusive of alternates) were female. The objective of 30% female
composition of Board and senior group executives combined was therefore achieved.
At that date, 55% of group employees (excluding academic staff) were female. The objective is to have an
equal balance of male and female employees (excluding academic staff).
Employees have a wide range of qualifications and experience and come from more than 20 countries.
Share Trading Policy
A copy of the Company’s policy on the trading of the Company’s securities by key management personnel is
on the Company’s website (www.academies.edu.au).
The policy also addresses the subject of ‘Insider Trading’ – i.e. trading while in possession of price sensitive
information. Employees must not trade in the Company’s securities while in possession of price sensitive
information. This prohibition applies to all employees at all times.
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Principle 4 – Safeguard integrity in financial reporting
Audit and Risk Committee
The names and qualifications of the directors appointed to the Audit and Risk Committee and their attendance
at meetings of the committee are included in the directors’ report.
During the year the Audit and Risk Committee comprised of Neville Thomas Cleary, Chiang Meng Heng and
Dr John Lewis Schlederer. The Committee was chaired by Dr John Lewis Schlederer. Consistent with the
Recommendations, the Chair of the Audit and Risk Committee is independent and does not exercise the role
of Chair of the Board.
The Group Managing Director, the Group Finance Manager and the external auditor attend Audit and Risk
Committee meetings. The Audit and Risk Committee meets the Recommendation that it consist of a majority
of independent directors.
The functions of the Audit and Risk Committee encompass:
• Financial reporting
• Risk management
• Authorities for financial risk management
• External audit
•
Internal audit
•
Insurance programme
• Legal proceedings
The Audit and Risk Committee’s Charter is available on the Company’s website (www.academies.edu.au).
Principle 5 – Make timely and balanced disclosure
Continuous Disclosure
The Company has adopted a policy to ensure that it complies with its continuous disclosure obligations under
the ASX Listing Rules, which state that:
Once an entity is or becomes aware of any information concerning it that a reasonable person would expect to
have a material effect on the price or value of the entity's securities, the entity must immediately tell ASX that
information.
Employees must immediately notify the Group Managing Director if they become aware of any information
that should be considered for release to the market. The information is reviewed and, if considered material,
the appropriate disclosure is made to the ASX.
The Company will not release any information to any other party until acknowledgement has been received
from the ASX that the information has been released to the market.
A copy of the Company’s Continuous Disclosure policy is on the Company’s website (
www.academies.edu.au).
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Principle 6 – Respect the rights of shareholders
The Company recognises that shareholders must receive high quality relevant information in a timely manner
in order to be able to properly and effectively exercise their rights.
The Company aims to ensure that shareholders are informed of all major developments affecting the
Company. Information is communicated to shareholders on a regular basis through continuous disclosures and
half yearly and annual reports. The Board ensures that these reports include all relevant information about the
operations of the Company, changes in the state of affairs of the Company and details of future developments.
All documents that are released publicly (i.e. ASX Announcements and Annual Reports) are made available
on the Company's web site (
www.academies.edu.au).
The Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level
of accountability and identification with the Company's strategy and goals. Important issues are presented to
the shareholders as single resolutions. The Board also requests that the external auditor attend the Annual
General Meeting and be available to answer shareholder questions about the conduct of the audit and the
preparation and content of the auditor's report.
Principle 7 – Recognise and manage risk
The Board has established policies for the oversight and management of material business risks. The Audit
and Risk Committee assists the Board in carrying out this function.
The following material business risks that have the potential to adversely impact the Company’s operations
are addressed:
a. Financial risk: market price risk, liquidity risk, credit risk and corporate and bank guarantees.
b. Business risk: A range of policies and procedures dealing with specific business risks, including:
- Delegation of Authority;
- Capital investment;
- Business conduct; and
- Litigation reporting.
c. Operational risk:
- Health, safety and environment;
- Asset protection and operational security; and
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Insurance.
Procedures exist to monitor risk, with ultimate reporting to the Board, through either the Audit and Risk
Committee for financial and business risk or the Group Managing Director for operational risk.
The Board acknowledges that the policies are designed to provide reasonable but not absolute protection
against errors and irregularities and that they are intended to identify control issues that require the attention of
the Board or Audit and Risk Committee.
Management has reported that the material business risks are being managed effectively.
The Company has a number of financial control processes to ensure that the information that is presented to
senior management and the Board is both accurate and timely. The control processes include, among other
things:
annual audit and half year review by the external auditor;
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- management review of the balance sheet and internal control environment;
- monthly review of financial performance compared to budget and forecast; and
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analysis of financial performance and significant balance sheet items to comparative
periods.
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The Board reviews the implementation of the risk management and internal compliance and control system on
an annual basis. The group currently does not have an internal audit function due to the small size and cost
structure of the group. As the group grows, consideration will be given to establishing an internal audit
operation – either staffed in-house or on contract with an external firm.
For the annual and half-year accounts released publicly, the Board has received assurance from the Group
Managing Director (Chief Executive Officer) and the Group Finance Manager (Chief Financial Officer) that,
in their opinion:
-
-
the financial records of the group have been properly maintained;
the financial statements and notes required by accounting standards for external reporting:
• give a true and fair view of the financial position and performance of the
•
•
Company and the consolidated group; and
comply with the accounting standards and applicable ASIC Class orders; and
the above representations are based on a sound system of risk management and
internal control and that the system is operating effectively in all material respects
in relation to financial reporting risks.
Principle 8 – Remunerate fairly and responsibly
Remuneration Policies
The Remuneration Committee annually reviews and makes recommendations to the Board on remuneration
packages and policies applicable to the Group Managing Director, senior group executives and directors
themselves. This role also includes responsibility for share option schemes, performance incentive packages,
superannuation entitlements, any remuneration by gender, retirement and termination entitlements, fringe
benefit policies and professional indemnity and liability insurance policies. Remuneration levels are
competitively set to attract the most qualified and experienced directors and senior executives.
The directors and senior group executives are all on fixed remuneration. The Company has a PIP, which is
structured around profitability and increase in the value of the Company’s shares. Non-executive directors are
not eligible to participate in the PIP.
Remuneration Committee
The role of the Remuneration Committee is to assist the Board with the application of its remuneration
policies. The structure of this committee is consistent with the Recommendations in that it comprises at least 3
members and an independent Chair. However, only half of the members are independent directors, rather
than a full majority. This is because its members are procured from the Board, where there is no majority of
independent directors.
The names of the members of the Remuneration Committee and their attendance at meetings of the
Committee are detailed in the directors’ report.
There are no schemes for retirement benefits other than statutory superannuation for non-executive directors.
A copy of the Company’s Remuneration Committee Charter is on the Company’s website (www.academies.edu.au).
This Corporate Governance Statement and information about the Company’s corporate governance practices
and policies (including ‘Charters’ referred to in this statement) is available on the Company’s web site at
www.academies.edu.au
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105th ANNUAL REPORT OF THE DIRECTORS
Your directors present this report on Academies Australasia Group Limited and its controlled entities for the
financial year ended 30 June 2013.
DIRECTORS
The names of directors in office at any time during or since the end of the year are:
Neville Thomas Cleary
Christopher Elmore Campbell
Chiang Meng Heng
Dr John Lewis Schlederer
Philip Carroll (Resigned 4 March 2013)
Gabriela Del Carmen Rodriguez Naranjo (Alternate to Neville Thomas Cleary)
Bridget Mary Carroll (Alternate to Philip Carroll) (Resigned 4 March 2013)
Neville Thomas Cleary, Christopher Elmore Campbell, Chiang Meng Heng, Dr John Lewis Schlederer and
Gabriela Del Carmen Rodriguez Naranjo (Alternate to Neville Thomas Cleary) have all been in office since
the start of the financial year to the date of this report.
COMPANY SECRETARY
Mrs Stephanie Noble held the position of company secretary of Academies Australasia Group Limited at the
end of the financial year. She was appointed company secretary on 27 November 2006. Mrs. Noble is a CPA
Australia and a Fellow of the Association of Chartered Certified Accountants and holds an Honours Degree in
Accounting.
PRINCIPAL ACTIVITIES
The principal activity of the consolidated group during the course of the financial year was the provision of
training and education services. It also manufactures, imports and sells fasteners. No change in those principal
activities occurred during the year.
CONSOLIDATED RESULT
The consolidated profit of the consolidated group for the financial year after providing for income tax and
eliminating non-controlling entity interests amounted to $3,269,000 (2012: $2,502,000).
REVIEW OF OPERATIONS
A review of the operations of the consolidated group during the financial year and the results of those
operations are as follows:
Education
The contribution from the education business (before tax) increased by 17% to $5,681,000 (2012: $4,857,000)
during the financial year, while revenue increased by 16% to $30,332,000.
Fasteners
The contribution from the fasteners business (before tax) increased by 22% to $738,000 (2012: $605,000)
during the financial year, while revenue decreased by 3% to $7,495,000.
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Dividends Paid or Proposed
A fully franked dividend of two and a half cents per share ($1,180,000) was paid on 17 October 2012. An
interim fully franked dividend of two and a half cents per share ($1,207,000) was paid on 15 April 2013.
The directors have announced the payment of a fully franked final dividend of two and a half cents per share
($1,340,000), to be paid on 26 September 2013.
FINANCIAL POSITION
The net assets of the consolidated group have increased by $796,000 since 30 June 2012.
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
There were no significant changes in the state of affairs of the consolidated group during the reporting period.
EVENTS AFTER THE REPORTING PERIOD
On 2 August 2013, Academies Australasia Group Limited issued 5,340,000 new fully paid ordinary shares at
75 cents per share to raise $4,005,000. The issue was made within the authority granted under Listing Rule
7.1. The proceeds of the raising support the Company’s ongoing acquisition strategy and further strengthen its
financial position. The issue increased the Company’s total shares from 48,254,297 to 53,594,297.
There are no other matters or circumstances that have arisen since the end of the financial year which
significantly affected or may significantly affect the operations of the consolidated group, the results of those
operations, or the state of affairs of the consolidated group in subsequent financial years.
FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES
Reference is made in the Chairman’s Report (Page 1) to the consolidated group’s future direction. No detailed
information in respect of the consolidated group’s corporate strategies has been included, as directors believe
that the disclosure of such information is likely to result in unreasonable prejudice to the consolidated group.
ENVIRONMENTAL ISSUES
The consolidated group operations are not subject to any significant environmental legislation.
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INFORMATION ON DIRECTORS
Neville Thomas Cleary
- Chairman (Independent & Non-Executive), since 2001.
Qualifications/Experience
- Retired as General Manager and Head of Lending,
Commonwealth Bank of Australia in 1992 after 43 years
service.
- Following retirement from the bank, has held non-Executive
Directorships in public listed Companies, Minproc Engineers
Limited, Finemore Holdings Limited and Ipoh Limited.
- Also non-Executive Directorships in four non listed companies
(non related).
- 160,000 shares (0.3%)
- Chairman of the Remuneration Committee. Member of the
Audit and Risk Committee.
- None.
Interest in Shares
Special Responsibilities
Directorships held in other listed entities
Christopher Elmore Campbell
- Group Managing Director and Chief Executive Officer, since
1996.
Qualifications/Experience
Interest in Shares
Special Responsibilities
- B.Soc.Sci. (Hons), FFin, FAICD, FCIS, FSCA. Previous
positions include senior appointments with the Monetary
Authority of Singapore and an international bank in Australia.
- 8,136,929 shares (15.18%)
- Member of the Remuneration Committee. Director of each of
the subsidiary companies in the Academies Australasia Group.
Chairman of Academies Australasia Pty Limited, Academies
Australasia Polytechnic Pty Limited (formerly AMI Education
Pty Limited), Discover English Pty Limited, Benchmark
Resources Pty Limited T/A Benchmark College and Premier
Fasteners Pty Limited. Director, Asia Society Australia.
Directorships held in other listed entities
- None.
Chiang Meng Heng
- Director (Non-Executive), since 2000.
Qualifications/Experience
Interest in Shares
Special Responsibilities
- BBA (Hons). Previous positions include President, Asia
Commercial Bank Ltd, Adviser & Department Head, Monetary
Authority of Singapore, Managing Director, First Capital
Corporation Ltd, Executive Director, Far East Organization and
Group Managing Director, Lim Kah Ngam Ltd.
- 24,941,886 shares (46.54%)
- Member of the Audit and Risk, and Remuneration Committees.
Chairman (Non-executive) and Director of ACA Investment
Holdings Pte. Limited and Academies Australasia College Pte.
Limited.
Directorships held in other listed entities
- Far East Orchard Limited (formerly known as Orchard Parade
Holdings Limited), Macquarie International Infrastructure Fund
Limited, Keppel Land Limited and Keppel Land China Limited
(all listed on the Singapore Stock Exchange).
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Dr John Lewis Schlederer
- Director (Independent & Non-Executive), since 2010.
Qualifications/Experience
Interest in Shares
Special Responsibilities
- B.Sc (Hons), PhD, Grad. Diploma. More than 20 years teaching
experience, at University of New South Wales and TAFE NSW
(Technical and Further Education, New South Wales) and many
years in business.
- 987,140 shares (1.84%)
- Member of the Remuneration Committee. Chairman of the
Audit and Risk Committee. Non-Executive Director of
Benchmark Resources Pty Limited T/A Benchmark College
from 12 March 2013.
Directorships held in other listed entities
- None
Gabriela Del Carmen Rodriguez
Naranjo
Qualifications/Experience
Interest in Shares
Special Responsibilities
REMUNERATION REPORT
- Alternate Director to Neville Thomas Cleary, since May 2011.
- B. Comp.Sci, B.Sci. Sys. Eng, MAICD. More than 10 years
experience in various aspects of international education in
Australia.
- 15,000 shares (0.02%)
- Executive Director, General Manager and Chief Operations
Officer of Academies Australasia Pty Limited and Director of
each of its subsidiaries (excluding ACA Investment Holdings
Pte. Limited) and Skilled Placements Pty Limited.
Remuneration Policies
The Remuneration Committee reviews and makes recommendations to the Board on remuneration packages
and policies applicable to the Group Managing Director, senior group executives and directors themselves.
This role also includes responsibility for share option schemes, performance incentive packages,
superannuation entitlements, retirement and termination entitlements, fringe benefit policies and professional
indemnity and liability insurance policies. Remuneration levels are competitively set to attract the most
qualified and experienced directors and senior executives. During the year, the members of the
Remuneration Committee were Neville Thomas Cleary, Chiang Meng Heng, John Lewis Schlederer and
Christopher Elmore Campbell.
The remuneration policy of the Company in respect of directors and senior group executives is to ensure
certainty of exposure of the Company to employees by agreeing a fixed salary for each director and senior
group executive.
All executives receive a base salary, which is based on factors such as length of service and experience and
superannuation (as required by law). Executives may sacrifice part of their salary to increase payments
towards superannuation.
There are no options over unissued capital. The Company does not have an employee share option plan.
The Company has a PIP structured around movements in the value of the Company’s shares. This plan has a
three year life from the date of inception for each employee. The financial statements of the group accrue the
anticipated costs of the plan to date of reporting.
All remuneration paid to directors and executives is valued at the cost to the Company and expensed.
The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by
shareholders at the Annual General Meeting. The amount approved at the 2009 Annual General Meeting is
$250,000 per annum. Fees for non-executive directors are not linked to the performance of the consolidated
group.
- 13 -
Directors and Senior Group Executives
a. Directors and Senior Group Executives
The names of each person holding the position of director of Academies Australasia Group Limited at any
time during the financial year were:
Neville Thomas Cleary (Chairman – Independent & Non-Executive).
Christopher Elmore Campbell (Group Managing Director – Executive).
Chiang Meng Heng (Director – Non-Executive).
Dr John Lewis Schlederer (Director – Independent & Non-Executive).
Philip Carroll (Director - Executive) (to 4 March 2013).
Gabriela Del Carmen Rodriguez Naranjo (Alternate Director to Neville Thomas Cleary).
Bridget Mary Carroll (Alternate Director to Philip Carroll) (to 4 March 2013).
The names of each person holding the position of senior group executive, other than executives listed above,
at any time during the financial year were :
Ivan James Mikkelsen (Director and General Manager – Premier Fasteners Pty Limited).
Stephanie Ann Noble (Group Finance Manager and Company Secretary, Academies Australasia Group
Limited. Director Premier Fasteners Pty Limited).
Edmund Kwan (Executive Director and Chief Executive Officer- Academies Australasia College Pte.
Limited).
Esther Teo (Executive Director and Chief Executive Officer - Academies Australasia Polytechnic Pty
Limited).
Jacqualine Apps (College Director - Benchmark Resources Pty Limited T/A Benchmark College).
b. Directors and Senior Group Executives Remuneration
The remuneration for each director and each of the senior group executives during the year was as follows:
2013 Directors and Senior group executives
Short-term Employee Benefits
Cash, salary
and
commissions
PIP
Non-
monetary
benefits
Post- employment
Benefits
Superannuation
Total
$000s
$000s
$000s
$000s
$000s
Neville Thomas Cleary
Chiang Meng Heng
John Lewis Schlederer
Christopher Elmore Campbell
Gabriela Del Carmen Rodriguez Naranjo
Stephanie Ann Noble
Jacqualine Apps
Bridget Carroll (to 4 March 2013)
Philip Carroll (to 4 March 2013)
Edmund Kwan
Ivan James Mikkelsen
Esther Teo
55
32
14
373
130
124
120
63
39
71
183
99
-
-
-
143
46
31
-
-
-
-
-
-
1,303
220
- 14 -
-
-
-
-
-
-
-
-
-
21
-
21
-
3
30
77
15
13
11
21
22
7
17
36
55
35
44
593
191
168
131
84
61
78
221
135
252
1,796
2012 Directors and Senior group executives
Short-term Employee Benefits
Cash, salary
and
commissions
PIP
Non-
monetary
benefits
Post- employment
Benefits
Superannuation
Total
$000s
$000s
$000s
$000s
$000s
Neville Thomas Cleary
Chiang Meng Heng
John Lewis Schlederer
Christopher Elmore Campbell
Gabriela Del Carmen Rodriguez Naranjo
Stephanie Ann Noble
Jacqualine Apps
Bridget Carroll
Philip Carroll
Edmund Kwan (from 1 June 2012)
Mark Kwong To Lo
Ivan James Mikkelsen
Esther Teo (from 1 June 2012)
55
32
-
304
125
116
96
117
92
6
56
160
8
-
-
-
598*
80
48
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
21
-
-
3
44
71
22
16
9
25
25
1
32
48
1
55
35
44
973
227
180
105
142
117
7
88
229
9
1,167
*Of which $484,000 was paid, at the sole discretion of the Company in the form of 846,154 new shares in the Company.
(Note 21)
726
297
21
2,211
None of the remuneration paid to any director or senior group executive is tied to any specific performance
condition.
c. Options issued as part of remuneration for the year ended 30 June 2013
No options were granted as part of remuneration.
d. Employment contracts of senior group executives
The employment conditions of all senior group executives are formalised in written contracts of employment.
Generally, the employment contracts stipulate a one-month resignation period. Termination payments are
generally not payable on resignation or dismissal for serious misconduct. In the instance of serious misconduct
the company can terminate employment at any time.
Christopher Elmore Campbell’s three year employment contract expires on 31 December 2014.
Except in certain exceptional circumstances, Mr. Ivan James Mikkelsen’s contract may be terminated by either
Mr. Mikkelsen or Premier Fasteners Pty Limited giving to the other six months’ notice.
- 15 -
MEETINGS OF DIRECTORS
The number of directors’ meetings (including meetings of committees of directors) and the number of
meetings attended by the directors of the Company during the financial year are:
Director
Neville Thomas Cleary
Christopher Elmore Campbell
Chiang Meng Heng
John Lewis Schlederer
Philip Carroll (to 4 March 2013)
Directors’
Meetings
A
8
8
8
8
7
B
8
8
8
8
7
Audit and Risk
Committee
B
A
2
2
2
2
2
2
2
2
-
-
Remuneration
Committee
A
1
1
1
1
-
B
1
1
1
1
-
A - Number of meetings held during the time the director held office during the period
B - Number of meetings attended
INDEMNIFICATION AND INSURANCE OF OFFICERS
The Company’s Articles of Association provides an indemnity to officers of the Company. The Company is
required to pay all costs, losses and expenses that an officer may incur by reason of any contract entered into
or act or thing done by them in the discharge of their duties except where they act dishonestly.
The Company has also paid an insurance premium in respect of a directors and officers liability insurance
policy covering the directors and officer’s liabilities as officers of the Company. It has also taken out “key
man” insurance policies, the premium and nature of the liabilities covered by the policies are not to be
disclosed, under the terms of the policies.
OPTIONS
No options have been issued on the Company’s shares.
PROCEEDINGS ON BEHALF OF THE COMPANY
The Company was not a party to any proceedings in a Court of Law during the year.
NON-AUDIT SERVICES
The Board of Directors, in accordance with advice from the Audit and Risk Committee, is satisfied that the
provision of non-audit services during the year is compatible with the general standard of independence of
auditors imposed by the Corporations Act 2001. The directors are satisfied that the services disclosed below
did not compromise the external auditor’s independence for the following reasons:
• All non-audit services are reviewed and approved by the Audit and Risk Committee.
• The nature of services provided does not compromise the general principles relating to audit
independence.
The following fees were paid or payable for non-audit services to the external auditors during the year ended
30 June 2013:
• Taxation services
• Other services
$24,000
$40,000
- 16 -
AUDITOR’S INDEPENDENCE DECLARATION
The Auditor’s Independence Declaration for the year ended 30 June 2013 has been received and can be found
on page 18.
Signed in accordance with a resolution of the Board of Directors.
Neville Thomas Cleary
Director
19 August 2013
Christopher Elmore Campbell
Director
- 17 -
ACADEMIES AUSTRALASIA GROUP LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 June 2013
Note 2013
$000s
2012
$000s
Revenue from continuing operations
Depreciation and amortisation expense
Cost of sales
Cost of services
Employee benefits expense
Finance costs
Insurance
Lease rental expense – operating leases
Legal expenses
Non-executive directors fees
Payroll tax
Other expenses
Profit before income tax
Income tax expense
Profit for the year
2
3
3
37,827
(715)
(3,587)
(12,230)
(8,066)
(210)
(424)
(4,084)
(74)
(133)
(438)
(3,303)
33,851
(727)
(4,074)
(9,424)
(7,273)
(243)
(368)
(3,716)
(63)
(133)
(313)
(3,481)
4,563
4,036
4
(1,294)
(1,062)
3,269
2,974
Other comprehensive income:
Exchange differences on translating foreign controlled
entities
Net gain on revaluation of assets
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Profit / (Loss) attributable to non-controlling interest
Profit attributable to owners of the parent entity
Total comprehensive income attributable to
Owners of the parent entity
Non-controlling interest
Basic earnings per share (cents per share)
Dividends per share (cents)
7
8
The accompanying notes form part of these financial statements.
87
630
717
3,986
-
3,269
3,269
3,986
-
6.8
5.0
4
-
4
2,978
472
2,502
2,974
2,506
472
5.3
4.0
- 19 -
ACADEMIES AUSTRALASIA GROUP LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2013
Note
2013
$000s
2012
$000s
Current Assets
Cash and cash equivalents
Trade and other receivables
Inventories
Other current assets
Total Current Assets
Non-Current Assets
Investments
Plant and equipment
Deferred tax assets
Intangible assets
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Current tax liabilities
Borrowings
Provisions
Total Current Liabilities
Non-Current Liabilities
Borrowings
Provisions
Total Non-Current Liabilities
Total Liabilities
Net Assets
Equity
Issued capital
Accumulated Losses
Asset Revaluation Reserve
Foreign Currency Translation Reserve
Non-Controlling Interest
Total Equity
9
10
11
12
13
15
16
17
18
4
19
20
19
20
21
4,992
2,417
3,815
956
12,180
903
3,759
436
10,408
15,506
27,686
6,327
456
969
752
8,504
2,402
1,488
3,890
12,394
15,292
18,372
(4,226)
1,063
83
-
15,292
2,568
2,418
3,654
815
9,455
302
3,233
589
9,953
14,077
23,532
4,357
-
610
1,647
6,614
1,717
705
2,422
9,036
14,496
17,738
(4,414)
433
(4)
743
14,496
The accompanying notes form part of these financial statements.
- 20 -
ACADEMIES AUSTRALASIA GROUP LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
As at 30 June 2013
Ordinary
Shares
$000s
Retained
Profits
$000s
Non -
Controlling
Interest
Reserves
$000s
$000s
Total
$000s
Balance at 1.7.2011
Profit for the period
Exchange differences on translating
foreign operations
Total comprehensive income for the
year
Exchange differences on the non-
controlling interest
Adjustments to non-controliing interest
for pre-acquisition costs
Dividend paid
Balance at 30.6.2012
Balance at 1.7.2012
Profit for the period
Exchange differences on translating
foreign operations
Asset revaluation reserve
Total comprehensive income for the
year
Share Issue (Performance Incentive
Plan)
Share Issue (Investment in Associate)
Acquisition of non controlling interests
Dividend paid
Balance at 30.6.2013
17,738
-
-
-
-
-
-
17,738
17,738
-
-
-
-
484
114
36
-
18,372
The accompanying notes form part of these financial statements.
(5,028)
2,502
-
2,502
-
-
(1,888)
(4,414)
(4,414)
3,269
-
-
3,269
-
-
(694)
(2,387)
(4,226)
425
-
4
4
-
-
-
429
429
-
87
630
717
-
-
-
1,146
282
472
-
13,417
2,974
4
472
2,978
2
2
(13)
-
743
(13)
(1,888)
14,496
743
-
-
-
-
-
-
(743)
-
-
14,496
3,269
87
630
3,986
484
114
(1,401)
(2,387)
15,292
- 21 -
ACADEMIES AUSTRALASIA GROUP LIMITED
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 30 June 2013
Cash Flows from Operating Activities
Receipts from customers
Payments to suppliers and employees
Interest received
Finance costs
Income taxes paid
Note
2013
$000s
2012
$000s
39,849
(33,326)
63
(210)
(950)
34,467
(29,072)
48
(243)
(2,439)
Net cash provided by (used in) operating activities
25a
5,426
2,761
Cash Flows from Investing Activities
Proceeds from sale of plant & equipment
Purchase of plant & equipment
Expenditure on re branding
Net cash on acquisition of subsidiaries
Investment in subsidiary
Acquisition non controlling interests
Investment in Associate
Investment in other financial assets
Net cash provided by (used in) investing activities
Cash Flows from Financing Activities
Dividends paid
Proceeds from borrowings
Repayment of borrowings
Net cash provided by (used in) financing activities
Net increase/ (decrease) in cash held
Cash at the beginning of the financial year
Cash at the end of the financial year
9
-
(262)
(62)
585
(190)
(1,401)
(300)
(29)
23
(577)
-
-
-
-
-
(148)
(1,659)
(702)
(2,387)
1,781
(737)
(1,888)
-
(1,176)
(1,343)
(3,064)
2,424
2,568
4,992
(1,005)
3,573
2,568
The accompanying notes form part of these financial statements.
- 22 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2013
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
The financial report is a general purpose financial report that has been prepared in accordance with
Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements
.
of the Australian Accounting Standards Board and the Corporations Act 2001
The financial report includes the consolidated financial statements of Academies Australasia Group Limited
and controlled entities. Details of the parent entity can be found in Note 30. Academies Australasia Group
Limited is a listed public company, incorporated and domiciled in Australia. The group is a for profit entity
for financial reporting purposes under Australian Accounting Standards
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a
financial report containing relevant and reliable information about transactions, events and conditions.
Compliance with Australian Accounting Standards ensures that the financial statements and notes also
comply with International Financial Reporting Standards. Material accounting policies adopted in the
preparation of this financial report are presented below and have been consistently applied unless otherwise
stated.
Basis of Preparation
The accounting policies set out below have been consistently applied to all years presented.
The financial report has been prepared on an accruals basis and is based on historical costs modified by the
revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value
basis of accounting has been applied.
Accounting Policies
a.
b.
Principles of Consolidation
A controlled entity is any entity Academies Australasia Group Limited has the power to control the
financial and operating policies of so as to obtain benefits from its activities.
A list of controlled entities is contained in Note 14 to the financial statements. All controlled entities
have a June financial year-end.
All inter-company balances and transactions between entities in the consolidated group, including any
unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries
have been changed where necessary to ensure consistencies with those policies applied by the parent
entity.
Where controlled entities have entered or left the consolidated group during the year, their operating
results have been included/excluded from the date control was obtained or until the date control
ceased.
Business Combinations
Business combinations occur where an acquirer obtains control over one or more businesses.
A business combination is accounted for by applying the acquisiton method, unless it is a combination
involving entities or businesses under common control. The business combination will be accounted
for from the date that control is attained, whereby the fair value of the identifiable assets acquired and
liabilities (including contingent liabilities) assumed is recognised (subject to certain limited
exemptions).
- 23 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2013
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
b.
Business Combinations (continued)
When measuring the consideration transferred in the business combination, any asset or liability
resulting from a contingent consideration arrangement is also included. Subsequent to initial
recognition, contingent consideration classified as equity is not remeasured and its subsequent
settlement is accounted for within equity. Contingent consideration classified as an asset or liability is
remeasured each reporting period to fair value, recognising any change to fair value in profit or loss,
unless the change in value can be identified as existing at acquisition date.
All transaction costs incurred in relation to the business combination are expensed to the statement of
comprehensive income.
The acquisition of a business may result in the recognition of goodwill or a gain from a bargain
purchase.
c)
Goodwill
Goodwill is carried at cost less accumulated impairment losses. Goodwill is calculated as the excess of
the sum of:
the consideration transferred;
any non-controlling interest; and
the acquisition date fair value of any previously held equity interest;
(i)
(ii)
(iii)
over the acquisition date fair value of net identifiable assets acquired.
The acquisition date fair value of the consideration transferred for a business combination plus the
acquisition date fair value of any previously held equity interest shall form the cost of the investment
in the separate financial statements.
Fair value uplifts in the value of pre-existing equity holdings are taken to the statement of
comprehensive income. Where changes in the value of such equity holdings had previously been
recognised in other comprehensive income, such amounts are recycled to profit or loss.
The amount of goodwill recognised on acquisition of each subsidiary in which the group holds less
than a 100% interest will depend on the method adopted in measuring the non-controlling interest.
The group can elect in most circumstances to measure the non-controlling interest in the acquiree
either at fair value (full goodwill method) or at the non-controlling interest’s proportionate share of the
subsidiary’s identifiable net asets (proportionate interest method). In such circumstances, the group
determines which method to adopt for each acquisition and this is stated in the respective notes of
these financial statements disclosing the business combination.
Under the full goodwill method, the fair value of the non-controlling interest is detemined using
valuation techniques which make the maximum use of market information where available. Under this
method, goodwill attributable to the non-controlling interests is recognised in the consolidated
financial statements.
Goodwill on acquisitions of subsidiaries is included in intangible assets.
Goodwill is tested for impairment annually and is allocated to the group’s cash-generating units or
groups of cash-generating units, representing the lowest level at which goodwill is monitored not
larger than an operating segment. Gains and losses on the disposal of an entity include the carrying
amount of goodwill related to the entity disposed of.
Changes in the ownership interests in a subsidiary are accounted for as equity transactions and do not
affect the carrying values of goodwill.
- 24 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2013
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
d.
Income Tax
The charge for current income tax expense is based on the profit for the year adjusted for any non-
assessable or disallowed items. It is calculated using the tax rates that have been enacted or are
substantially enacted by the balance sheet date.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary
differences arising between the tax bases of assets and liabilities and their carrying amounts in the
financial statements. No deferred income tax will be recognised from the initial recognition of an asset
or liability, excluding a business combination, where there is no effect on accounting or taxable profit
or loss.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is
realised or liability is settled. Deferred tax is credited in the income statement except where it relates to
items that may be credited directly to equity, in which case the deferred tax is adjusted directly against
equity.
The amount of benefits brought to account or which may be realised in the future is based on the
assumption that no adverse change will occur in income taxation legislation and the anticipation that
the consolidated group will derive sufficient future assessable income to enable the benefit to be
realised and comply with the conditions of deductibility imposed by the law.
Academies Australasia Group Limited and its wholly-owned Australian subsidiaries have formed an
income tax consolidated group under the tax consolidation regime. The group notified the Australian
Tax Office that it had formed an income tax consolidated group to apply from 1 July 2003.
The tax consolidated group has entered a tax sharing agreement whereby each company in the group
contributes to the income tax payable in proportion to their contribution to the net profit before tax of
the tax consolidated group.
e.
f.
Inventories
Inventories are measured at the lower of cost and net realisable value. The cost of manufactured
products includes direct materials, direct labour and an appropriate portion of variable and fixed
overheads. Overheads are applied on the basis of normal operating capacity. Costs are assigned on the
basis of weighted average costs.
Where the book value of stock items exceeds the net realisable value, a provision for diminution in
value is raised.
Plant and Equipment
Plant and equipment used in the fasteners business is stated at a revalued amount. The most recent
revaluation was recognised as effective 1 July 2012. The valuation was based on management’s
assessment of the condition, usage and saleability of the plant and equipment and detailed numerical
analysis which assumed a thirty year useful life. All other plant and equipment is stated at cost.
The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in
excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of
the expected net cash flows that will be received from the asset’s employment and subsequent disposal.
The expected net cash flows have been discounted to their present values in determining recoverable
amounts.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow
to the group and the cost of the item can be measured reliably. All other repairs and maintenance are
charged to the income statement during the financial period in which they are incurred.
- 25 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2013
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
g.
Depreciation
The depreciable amount of all fixed assets including capitalised lease assets is depreciated on a
straight-line or a diminishing value basis over their useful lives to the consolidated group commencing
from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter
of either the unexpired period of the lease or the estimated useful lives of the improvements.
The depreciation rates used for each class of depreciable assets are:
Class of Fixed Asset
Leasehold improvements
Plant and equipment
Leased plant and equipment
Depreciation Rate
12.5 – 22.5%
5 – 40%
5 – 25%
h.
i.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance
sheet date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s
carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These
gains and losses are included in the income statement.
Leases
Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the
asset, but not the legal ownership, are transferred to entities in the consolidated group, are classified as
finance leases.
Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to
the fair value of the leased property or the present value of the minimum lease payments, including any
guaranteed residual values. Lease payments are allocated between the reduction of the lease liability
and the lease interest expense for the period.
Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or
the lease term.
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.
Financial Instruments
Recognition and Initial Measurement
Financial instruments, incorporating financial assets and financial liabilities, are recognised when the
entity becomes a party to the contractual provisions of the instrument. Trade date accounting is
adopted for financial assets that are delivered within timeframes established by marketplace
convention.
Financial instruments are initially measured at fair value plus transactions costs where the instrument is
not classified as at fair value through profit or loss. Transaction costs related to instruments classified
as at fair value through profit or loss are expensed to profit or loss immediately. Financial instruments
are classified and measured as set out below.
- 26 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2013
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Derecognition
Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the
asset is transferred to another party whereby the entity no longer has any significant continuing
involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised
where the related obligations are either discharged, cancelled or expire. The difference between the
carrying value of the financial liability extinguished or transferred to another party and the fair value of
consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in
profit or loss.
Loans and receivables
Financial assets at fair value through profit or loss
Classification and Subsequent Measurement
i.
Financial assets are classified at fair value through profit or loss when they are held for trading for the
purpose of short term profit taking, where they are derivatives not held for hedging purposes, or
designated as such to avoid an accounting mismatch or to enable performance evaluation where a
group of financial assets is managed by key management personnel on a fair value basis in accordance
with a documented risk management or investment strategy. Realised and unrealised gains and losses
arising from changes in fair value are included in profit or loss in the period in which they arise.
ii.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are
not quoted in an active market and are subsequently measured at amortised cost using the effective
interest rate method.
iii. Available-for-sale investments
Available-for-sale investments are non-derivative financial assets that are either not capable of being
classified into other categories of financial assets due to their nature or they are designated as such by
management. They comprise investments in the equity of other entities where there is neither a fixed
maturity nor fixed or determinable payments.
They are subsequently measured at fair value with any re-measurements other than impairment losses
and foreign exchange gains and losses recognised in other comprehensive income. When the financial
asset is derecognised, the cumulative gain or loss pertaining to that asset previously recognised in other
comprehensive income is reclassified into profit or loss.
Available-for-sale financial assets are classified as non-current assets when they are expected to be
sold after 12 months from the end of the reporting period. All other available-for-sale financial assets
are classified as current assets.
iv. Financial Liabilities
Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at
amortised cost using the effective interest rate method.
Derivative instruments
The group has no derivative instruments at reporting date.
Fair value
The only financial asset or liability carried at fair value is investments. Fair value is determined by a
number of market and observable factors, including quoted prices, market activity levels, the financial
position and performance of the investment and the relative size of the group’s shareholding.
- 27 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2013
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
j.
k.
Financial Guarantees
Where material, financial guarantees are issued, which require the issuer to make specified payments
to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due,
are recognised as a financial liability at fair value on initial recognition. The guarantee is subsequently
measured at the higher of the best estimate of the obligation and the amount initially recognised less,
when appropriate, cumulative amortisation in accordance with AASB 118: Revenue. Where the entity
gives guarantees in exchange for a fee, revenue is recognised under AASB 118.
The fair value of financial guarantee contracts has been assessed using a probability weighted
discounted cash flow approach. The probability has been based on:
—
—
—
the likelihood of the guaranteed party defaulting in a year period;
the proportion of the exposure that is not expected to be recovered due to the guaranteed party
defaulting; and
the maximum loss exposed if the guaranteed party were to default.
Impairment of Assets
At each reporting date, the group reviews the carrying values of its tangible and intangible assets to
determine whether there is any indication that those assets have been impaired. If such an indication
exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell
and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value
over its recoverable amount is expensed to the income statement.
Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.
Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates
the recoverable amount of the cash-generating unit to which the asset belongs.
Collectibility of trade debtors is reviewed on an ongoing basis. Debts are written off when they are
known to be uncollectible. A provision for doubtful debts is raised where some doubt as to collection
exists and is the difference between the total amount owing and the amount expected to be recovered.
Foreign Currency Transactions and Balances
Foreign currency transactions are translated into Australian currency (the functional currency) using
the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are
translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to
be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair
value are reported at the exchange rate at the date when fair values were determined.
Group Companies
The financial results and position of foreign operations whose functional currency is different from the
group’s presentation currency are translated as follows:
-
-
-
assets and liabilities are translated at year-end exchange rates prevailing at the end of the
financial year;
income and expenses are translated at average rates for the period; and
retained earnings are translated at the exchange rates prevailing at the date of the transaction.
Exchange differences arising on translation of foreign operations are transferred directly to the group’s
foreign currency translation reserve in the statement of financial position. These differences are
recognised in the statement of comprehensive income.
- 28 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2013
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
l.
m.
n.
o.
p.
q.
Employee Benefits
Provision is made for the Company’s liability for employee benefits arising from services rendered by
employees to balance date. Employee benefits that are expected to be settled within one year have been
measured at the amounts expected to be paid when the liability is settled, plus related on-costs.
Employee benefits payable later than one year have been measured at the present value of the
estimated future cash outflows to be made for those benefits.
Provisions
Provisions are recognised when the group has a legal or constructive obligation, as a result of past
events, for which it is probable that an outflow of economic benefits will result and that outflow can be
reliably measured.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term
highly liquid investments with original maturities of one month or less, and bank overdrafts. Bank
overdrafts are shown within short-term borrowings in current liabilities on the balance sheet.
Revenue
Revenue from the sale of goods is recognised upon the delivery of goods to customers.
Interest revenue is recognised on a proportional basis taking into account the interest rates applicable
to the financial assets.
Dividend revenue is recognised when the right to receive a dividend has been established.
Revenue recognition relating to the provision of services is determined with reference to the stage of
completion of the transaction at the end of the reporting period, where the outcome of the contract can
be estimated reliably. Stage of completion is determined with reference to the services preformed to
date as a percentage of total anticipated services to be performed.
All revenue is stated net of the amount of goods and services tax (GST).
Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of assets that
necessarily take a substantial period of time to prepare for their intended use or sale, are added to the
cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
All other borrowing costs are recognised in income in the period in which they are incurred.
Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of
GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is
recognised as part of the cost of acquisition of the asset or as part of an item of the expense.
Receivables and payables in the balance sheet are shown inclusive of GST.
Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of
investing and financing activities, which are disclosed as operating cash flows.
- 29 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2013
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
r.
s.
Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to
changes in presentation for the current financial year.
Critical Accounting Estimates and Judgements
The directors evaluate estimates and judgements incorporated into the financial report based on
historical knowledge and best available current information. Estimates assume a reasonable
expectation of future events and are based on current trends and economic data, obtained both
externally and within the group. These changed estimates and judgements are considered significant
items of revenue and expenses relevant in explaining the financial performance.
Key Estimates – Impairment
The group assesses impairment at each reporting date by evaluating conditions specific to the group
that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of
the asset is determined. Value-in-use calculations performed in assessing recoverable amounts
incorporate a number of key estimates. Further details on the key estimates used in impairment can be
found in Note 17. No impairment has been recognised in respect of goodwill for the year ended 30
June 2013.
t.
Performance Incentive Plan
Future payments under this plan are estimated on the basis of what would be payable if the plan were
to be settled at the reporting date. The estimate is recognised as a liability. It is the at the Company’s
discretion whether the payments shall be in cash or new shares in the Company.
- 30 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2013
2. REVENUE
Operating activities
- Sale of goods
- Services revenue
- Interest received
- Rent received
Non-operating activities
- Other
Total Revenue
3. PROFIT FOR THE YEAR
Expenses
Finance costs
- External
Bad and doubtful debts
- Trade receivables
Rental expense on operating leases
- Minimum lease payments
- Contingent rentals
2013
$000s
2012
$000s
7,495
28,254
64
272
36,085
7,730
25,262
87
94
33,173
1,742
678
37,827
33,851
210
75
4,065
19
4,084
243
12
3,702
14
3,716
Superannuation expenses
530
599
4. INCOME TAX EXPENSE
a. The components of tax expense comprise:
Current tax
Deferred Tax
b. The prima facie tax on profit from ordinary activities before tax
is reconciled to income tax as follows:
Prima facie tax payable on profit from ordinary activities before
tax at 30%
Add/(less):
Tax effect of:
Permanent differences
Assumption of tax balances of controlled entities
Income tax expense attributable to the entity
- 31 -
(1,413)
119
(1,294)
(1,106)
44
(1,062)
1,369
1,211
32
(107)
1,294
40
(189)
1,062
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2013
4. INCOME TAX EXPENSE (continued)
c. Current tax payable for the year reconciles as follows:
Opening provision
Add: Current year provision
Less: Over provision previous year
Add: Tax balance subsidiary acquired
Less: Tax paid
Closing provision
2013
$000s
2012
$000s
(9)
1.447
(32)
-
(950)
456
1,325
1,294
(19)
(170)
(2,439)
(9)
5. SENIOR GROUP EXECUTIVES COMPENSATION
a.
Names and positions of the senior group executives in office at any time during the financial year are:
Senior group executive
Position
Christopher Elmore Campbell
Group Managing Director.
Stephanie Ann Noble
Group Finance Manager and Company Secretary, Academies
Australasia Group Limited. Director Premier Fasteners Pty
Limited.
Gabriela Del Carmen Rodriguez Naranjo
Ivan James Mikkelsen
Edmund Kwan
Esther Teo
Jacqualine Apps
Philip Carroll
Executive Director, General Manager and Chief Operations
Officer of Academies Australasia Pty Limited and Director of
each of its subsidiaries (except ACA Investment Holdings Pte.
Limited) and Skilled Placements Pty Limited.
Director and General Manager – Premier Fasteners Pty Limited.
Executive Director and Chief Executive Officer Academies
Australasia College Pte. Limited.
Executive Director and Chief Executive Officer – Academies
Australasia Polytechnic Pty Limited.
College Director – Benchmark Resources Pty Limited T/A
Benchmark College.
Managing Director – Benchmark Resources Pty Limited T/A
Benchmark College. (Resigned from the Academies Australasia
Group Board on 4 March 2013, and from the Benchmark
Resources Pty Limited T/A Benchmark College Board on 14
May 2013)
b. Remuneration for senior group executives has been included in the Remuneration Report section of the directors’
report.
c.
Shareholdings
Number of shares held by senior group executives and parties related to them
- 32 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2013
5. SENIOR GROUP EXECUTIVES COMPENSATION (continued)
Senior group executive
Balance
1.7.2012
Net Change
Other
(i)
PIP
(ii)
Balance
30.6.2013
000s
000s
000s
000s
Christopher Elmore Campbell
Gabriela Del Carmen Rodriguez Naranjo
Philip Carroll
7,291
15
4,249
-
-
(4,249)
846
-
-
8,137
15
-
(i) Shares purchased/(sold) on market via the Australian Securities Exchange.
(ii) Shares issued under PIP
6. AUDITOR’S REMUNERATION
2013
$000s
2012
$000s
Remuneration of the auditor of the parent entity for:
- Auditing and reviewing the financial report
- Taxation services
- Other services
Remuneration of other auditors of subsidiaries for:
- Auditing and reviewing the financial report
- Taxation services
- Other services
7. EARNINGS PER SHARE
155
24
40
219
14
3
3
20
166
37
11
214
40
1
-
41
Basic and diluted earnings per share (cents per share)
6.8
5.3
Weighted average number of ordinary shares used in calculation of
basic earnings per share
47,867
47,209
a) There are no instruments on issue which have the potential to cause a dilution of earnings per share.
b) In estimating the fully dilutive earnings per share the potential ordinary shares from the PIP were calculated but
found to be non dilutive. As at 30 June 2013 the potential number of ordinary shares which could be issued under
the plan was 556,000. It is at the Company’s discretion whether the liability is satisfied in cash or through the issue
of new shares in the Company.
- 33 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2013
8. DIVIDENDS
Distributions recognised
Interim fully franked ordinary dividend of 2.5 cents per share
(2012: 2.0 cent fully franked)
2013 final fully franked ordinary dividend of 2.5 cents per share
paid in 2012 (2011 2.0 cents franked paid in 2012 )
a.
Dividends proposed or declared but not recognised in the
financial statements:
Proposed fully franked ordinary dividend of 2.5 cents per
share (2012: 2.5 cents fully franked)
b.
Balance of franking account at year end adjusted for
franking credits arising from:
—
payment of provision for income tax
2013
$000s
2012
$000s
1,180
1,207
2,387
944
944
1,888
1,340
1,180
2,445
1,364
9. CASH AND CASH EQUIVALENTS
Cash at bank and on hand
4,992
2,568
10. TRADE AND OTHER RECEIVABLES
CURRENT
Trade receivables
Other receivables
a. The ageing analysis of trade receivables is as follows:
0 -30 days
31- 60 days – not impaired *
61- 90 days – not impaired *
+91 days – not impaired *
2,201
216
2,417
847
641
198
515
2,201
2,320
98
2,418
836
685
255
544
2,320
* These are debtors that are past due for which no collateral is held and for which no provision for doubtful debts has
been made as there has not been a significant change in credit quality and the directors believe that the amounts are
still recoverable.
b. The consolidated group has an exposure to credit risk in Singapore and Australia given the consolidated group’s
operations in those countries. An amount of $220,000 has been included in Trade and Other Receivables in respect of
the business operations in Singapore. All other receivables of the consolidated group are Australian geographic
exposures.
- 34 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2013
11. INVENTORIES
CURRENT
At cost
Raw materials and stores
Finished goods
12. OTHER ASSETS
CURRENT
Prepayments and accrued income
Security Deposits
Current tax debtor
13. INVESTMENTS
NON-CURRENT
Investment in Associate (a)
Shares in Listed Corporations
Note
2013
$000s
4
564
3,251
3,815
954
2
-
956
394
509
903
2012
$000s
644
3,010
3,654
740
66
9
815
-
302
302
(a) On 25 October 2012, the group acquired 40% of the issued share capital of International College of Capoeira Pty
Limited trading as College of Sports and Fitness (CSF) for a consideration of $414,286: $300,000 in cash and
142,858 shares ($114,286) in Academies Australasia Group Limited.
i) Losses of associates are broken down as follows:
Share of associate’s loss
ii) Summarised aggregate assets, liabilities and performance of associate:
Total assets
Total liabilities
Net assets
Revenue for financial year (after alignment with Group accounting
policies)
(20)
1,027
941
86
1,493
-
-
-
-
-
- 35 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2013
14. CONTROLLED ENTITIES
Parent Entity - Academies Australasia Group Limited
Ultimate Parent Entity - Academies Australasia Group Limited
Academies Australasia Pty Limited
Premier Fasteners Pty Limited
Skilled Placements Pty Limited
Parent Entity - Academies Australasia Pty Limited
Academies Australasia (Management) Pty Limited
Academy of English Pty Limited
Academies Australasia Institute Pty Limited
Australian Institute of Professional Studies Pty Limited
Australian International High School Pty Limited
Australian College of Technology Pty Limited
Australian Trades Institute Pty Limited
Clarendon Business College Pty Limited
Supreme Business College Pty Limited
AMI Education Pty Limited (formerly Academies Australasia
Polytechnic Pty Limited)
ACA Investment Holdings Pte. Limited
Academies Australasia College Pte.Limited (25% acquired 23 January 2013)
AKG Investment Holdings Pty Limited
Academies Australasia Polytechnic Pty Limited (formerly AMI Education Pty
Limited) (25% acquired 15 February 2013)
AKG2 Investment Holdings Pty Limited
Benchmark Resources Pty Limited T/A Benchmark College (49% acquired 15
May 2013)
AKG3 Investment Holdings Pty Limited
Live. Laugh. Learn. Pty Limited
AKG4 Investment Holdings Pty Limited (Incorporated 26 September 2012)
Discover English Pty Limited (acquired 16 October 2012)
Percentage of voting power is in proportion to ownership
Country of
Incorporation
Percentage Owned (%)
2013
2012
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Singapore
Singapore
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
75
100
75
100
51
100
100
-
-
Acquisition of controlled entities
Discover English Pty Limited
On 16 October 2012, the group acquired 100% of the issued share capital of Discover English Pty Limited, a college in
Melbourne, for a purchase consideration of $190,000 in cash.
The acquisition is part of the group’s overall strategy to expand its education operations.
Through acquiring 100% of the issued capital of Discover English Pty Limited, the group has obtained control of the
company.
The consolidated revenue and profit of the group if the acquisition of Discover English Pty Limited had taken place on 1
July 2012 has not been disclosed. This is because it is impracticable to determine what the results of Discover English
Pty Limited might have been prior to the actual date of acquisition in accordance with the accounting policies of the
group using available accounting information.
- 36 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2013
14. CONTROLLED ENTITIES (continued)
Purchase consideration
- cash
Less:
Cash
Receivables
Property, plant and equipment
Payables
Identifiable assets acquired and liabilities assumed
Goodwill
Purchase consideration settled in cash
Cash inflow on acquisition
Fair Value
$000s
190
585
308
104
(1,192)
(195)
385
190
395
It is impracticable to disclose the profit of Discover English Pty Limited since acquisition and include it in the
consolidated statement of comprehensive income. This is because Discover English Pty Limited forms part of the
group’s education segment which is managed as a unit. Consequently, it is not possible to determine separate results for
Discover English Pty Limited which include all costs related to that company. Some costs can be determined only from
an education segment or a group perspective and cannot be allocated specifically to Discover English Pty Limited itself.
Acquisition of Remaining Non controlling interests
Academies Australasia College Pte. Limited
On 23 January 2013, the group acquired the remaining 25% of the issued share capital in Academies Australasia
College Pte. Limited for a total of S$344,235 ($270,000) in cash.
Academies Australasia Polytechnic Pty Limited
On 15 February 2013, the group acquired the remaining 25% of the issued share capital in Academies Australasia
Polytechnic Pty Limited for a total of $481,260 in cash and the issue of 55,875 ($36,319) new shares in Academies
Australasia Group Limited.
Benchmark Resources Pty Limited T/A Benchmark College
On 15
Limited T/A Benchmark College for a total of $650,000 in cash.
May 2013, the group acquired the remaining 49% of the issued share capital in Benchmark Resources Pty
All the above are now wholly owned by Academies Australasia Group Limited.
- 37 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2013
15. PLANT AND EQUIPMENT
Plant and equipment
At cost
At valuation
Accumulated depreciation
Leasehold improvements
At cost
Accumulated amortisation
Leased plant and equipment
Capitalised leased assets
Accumulated depreciation
2013
$000s
3,180
1,843
(2,322)
2,701
2,584
(1,550)
1,034
53
(29)
24
2012
$000s
3,246
869
(2,233)
1,882
2,462
(1,143)
1,319
53
(21)
32
Total plant & equipment
3,759
3,233
2013
Balance at the beginning of the year
Revaluation
Additions
Disposals
Depreciation expense
Net foreign currency difference arising on
translation of financial statements of foreign
operations
Carrying amount at the end of the year
2012
Balance at the beginning of the year
Additions
Disposals
Transfers between categories
Depreciation expense
Net foreign currency difference arising on
translation of financial statements of foreign
operations
Carrying amount at the end of the year
Plant and
equipment
Leasehold
improvements
$000s
$000s
Leased
plant and
equipment
$000s
Total
$000s
1,319
-
72
(18)
(340)
1
1,034
1,626
39
-
(347)
1
1,319
32
-
-
-
(8)
-
24
8
-
-
30
(6)
-
32
3,233
974
295
(29)
(715)
1
3,759
3,502
577
(121)
-
(727)
2
3,233
1,882
974
223
(11)
(367)
-
2,701
1,868
538
(121)
(30)
(374)
1
1,882
- 38 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2013
16. DEFERRED TAX ASSETS
2013
$000s
2012
$000s
Future income tax benefit
436
589
The future income tax benefits is made up of the following
estimated tax benefits:
Temporary differences:
-deferred tax assets
-deferred tax liabilities
Tax losses:
-operating losses
948
(512)
-
436
801
(212)
-
589
Deferred Tax Assets
Provisions
Unearned Income
Other
Deferred Tax Liabilities
Plant & Equipment
Investments
Prepayments and Other
Opening
Balance
$000s
Charged To
Income
$000s
Charged To
Equity
$000s
Closing
Balance
$000s
524
186
91
801
135
-
77
212
93
34
20
147
(19)
53
(6)
28
-
-
-
-
272
-
-
272
617
220
111
948
388
53
71
512
Deferred tax assets not brought to account, the benefits of which
will only be realised if the conditions for deductibility set out in
Note 1b occur:
Tax losses:
-operating losses
-capital losses
2013
$000s
2012
$000s
-
5
5
-
5
5
- 39 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2013
17. INTANGIBLE ASSETS
Goodwill at cost
Accumulated impairment losses
Net carrying value
Other at cost
2013
$000s
10,727
(382)
10,345
63
10,408
2012
$000s
10,334
(382)
9,952
1
9,953
Year ended 30 June 2013
Balance at the beginning of the year
Foreign exchange adjustment
Acquisition Discover English Pty Limited
Rebranding costs
Balance at the end of the year
Year ended 30 June 2012
Balance at the beginning of the year
Foreign exchange adjustment
Premier Fasteners Pty Limited
Academies Australasia Polytechnic Pty Limited
Balance at the end of the year
Goodwill
$
Other
$
Total
$
9,952
8
385
-
10,345
9,396
1
517
38
9,952
1
-
-
62
63
1
-
-
-
1
9,953
8
385
62
10,408
9,397
1
517
38
9,953
Impairment Disclosures
Fasteners segment
Education segment
Total
2013
$000s
2012
$000s
1,892
8,453
10,345
1,892
8,060
9,952
Goodwill is allocated to cash-generating units which are based on the group’s operating segments.
The recoverable amount of each cash generating unit is determined based on value in use calculations supplemented by
the fair values of recent acquisitions. In accordance with paragraph 24 of AASB 136 Impairment of Assets, reliance has
been placed on a model created in a preceding period. The model includes a sensitivity analysis allowing for a range of
growth rates.
- 40 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2013
17. INTANGIBLE ASSETS (continued)
The following assumptions were used in the value in use calculations:
Fasteners segment
Education segment
Growth rate
2-5%
8-33%
Discount rate
8%
8%
Paragraph 24 of AASB 136 Impairment of assets states that the following criteria must be satisfied in order to place
reliance on a model created in a preceding period:
- The assets and liabilities have not changed significantly since the most recent calculation
- The most recent calculation resulted in an amount exceeding the asset’s carrying amount by a substantial
margin
- Analysing events since the last calculation was performed, there is a remote possibility that the recoverable
amount is lower than the current amount.
The directors believe that all the above criteria have been met.
18. TRADE AND OTHER PAYABLES
Note
2013
$000s
2012
$000s
CURRENT
Unsecured Liabilities
Trade payables a
Sundry payables and accrued expenses
a. Includes $2,568,000 (2012: $1,524,000) tuition fees paid in
advance by college students.
19. BORROWINGS
CURRENT
Secured Liabilities – Interest Bearing
Bank bills
Trade finance loan facility
Bank loans
Lease purchase agreements
NON-CURRENT
Secured Liabilities – Interest Bearing
Bank bills
Lease purchase agreements
19a
19a
19a
19a
19a
19a
a. Total current and non-current secured liabilities:
Bank bills
Trade finance loan facility
Bank loans
Lease purchase agreements
28
28
28
22, 28
- 41 -
4,071
2,256
6,327
2,608
1,749
4,357
919
46
-
4
969
2,402
-
2,402
3,321
46
-
4
3,371
572
-
23
15
610
1,713
4
1,717
2,285
-
23
19
2,327
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2013
19. BORROWINGS (continued)
b. The carrying amounts of non-current assets pledged
as security are:
Floating charge over assets
Plant and equipment
2013
$000s
2012
$000s
11,099
-
11,099
11,508
-
11,508
c. The bank bills are secured by a floating charge over the assets of the parent entity and its wholly owned
subsidiaries (other than those in note 22).
d. The lease purchase borrowings are additionally secured on the leased asset. The leases are due for repayment in
2013.
20. PROVISIONS
Employee
entitlements
$000s
Deferred
Consideration
$000s
Total
$000s
Balance at the beginning of the year
Additional provisions
Amounts used
Carrying amount at the end of the year
1,835
1,068
(1,034)
1,869
517
-
(146)
371
2,352
1,068
(1,180)
2,240
Total Provisions
Current
Non-current
2013
$000s
2012
$000s
752
1,488
2,240
1,647
705
2,352
a. Provision for long-term employee benefits
A provision has been recognised for employee entitlements relating to long service leave. In calculating the
present value of future cash flows in respect of long service leave, the probability of long service leave being
taken is based on historical data. The measurement and recognition criteria relating to employee benefits, has
been included in Note 1 to this report.
b. Provision for payment under Performance Incentive Plan
See Note 1t.
c. Provision for deferred consideration
A provision has been recognised for deferred consideration on the acquisition of a business disclosed in Note
17. Payments are expected to be over 4 years and are dependent on expected future sales.
- 42 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2013
21. ISSUED CAPITAL
2013
$000s
2012
$000s
48,254,297 ordinary shares fully paid (2012: 47,209,410)
18,372
17,738
Ordinary share capital
Balance at the beginning of the financial year
17,738
17,738
846,154 ordinary shares issued on 9 November 2012 for PIP
142,858 ordinary shares issued on 25 October 2012 for investment
in College of Sports and Fitness
55,875 ordinary shares issued on 15 February 2013 on acquisition
of 25% of Academies Australasia Polytechnic Pty Limited.
484
114
6
-
-
-
Balance at the end of the financial year
18,372
17,738
a. Shares disclosure
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the
number of shares held.
At a shareholders meeting each ordinary share is entitled to one vote when a poll is called. Otherwise, each
shareholder has one vote on a show of hands.
The number of shares authorised is equal to the number of shares issued. Shares have no par value.
b. Capital Management.
Management controls the capital of the group in order to maintain a good debt to equity ratio, provide the
shareholders with adequate returns and ensure that the group can fund its operations and continue as a going
concern.
The group’s debt and capital includes ordinary share capital and financial liabilities, supported by financial assets.
There are no externally imposed capital requirements.
Management effectively manages the group’s capital by assessing the group’s financial risks and adjusting its
capital structure in response to changes in these risks and in the market. These responses include the management
of debt levels, distributions to shareholders and share issues.
There were no changes in the group’s capital management procedures during the year.
- 43 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2013
22. LEASING COMMITMENTS
Lease purchase commitments
Payable – minimum lease payments
Note
2013
$000s
2012
$000s
Not later than one year
Later than one year but not later than five years
Minimum lease payments
Less future finance charges
Present value of minimum lease payments
19a
4
-
4
-
4
16
4
20
1
19
At the end of the lease periods the lessor’s charges over the plant and equipment cease, leaving the assets the
unencumbered property of the consolidated group.
Operating Lease commitments
Non-cancellable operating leases contracted for but not capitalised in the financial statements:
Not later than one year
Later than one year but not later than five years
Later than five years
3,825
8,982
1,530
14,337
3,482
8,585
2,891
14,958
The consolidated group leases property under operating leases expiring from 1 year to 7 years. Lease payments
comprise a base amount plus an incremental rental, based on either movement in the Consumer Price Index or minimum
percentage increase criteria.
23. CONTINGENT LIABILITIES AND CONTINGENT ASSETS
Contingent Liabilities
Guarantees
There is a corporate guarantee between the wholly owned group companies as security for the bank facilities. This
guarantee does not include:
AKG3 Investment Holdings Pty Limited
AKG4 Investment Holdings Pty Limited
Live. Laugh. Learn. Pty Limited
AMI Education Pty Limited (formerly Academies Australasia Polytechnic Pty Limited)
Academies Australasia College Pte. Limited
Academies Australasia Polytechnic Pty Limited (formerly AMI Education Pty Limited)
Benchmark Resources Pty Limited
Discover English Pty Limited T/A Benchmark College
- 44 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2013
24. SEGMENT REPORTING
FASTENERS
2013
$000s
2012
$000s
EDUCATION
2013
$000s
2012
$000s
CONSOLIDATED
2013
$000s
2012
$000s
Primary reporting – Business segments
Revenue
External sales
Other revenue
Unallocated revenue
Total revenue
Segment result
Unallocated expenses net of unallocated
revenue
Profit from ordinary activities before
income tax
Segment assets
Unallocated
Total assets
Segment liabilities
Unallocated
Total liabilities
7,495
-
7,495
7,730
1
7,731
28,254
2,078
30,332
25,262
841
26,103
35,749
2,078
37,827
-
32,992
842
33,834
17
37,827
33,851
738
605
5,681
4,857
6,419
5,462
9,108
8,314
17,078
13,827
1,726
1,681
9,437
6,131
(1,856)
(1,426)
4,563
4,036
26,186
1,500
21,141
1,391
27,686
23,532
11,163
1,231
12,394
366
597
7,812
1,224
9,036
577
609
Acquisition of non-current segment assets
Depreciation and amortisation of segment
assets
35
138
330
136
331
459
247
473
Business segments
Major products/services of business segments:
Fasteners
Education
Manufacture, import and sale of fasteners
Training and education services
Geographical information
The consolidated group operates in Australia and Singapore. The revenues and non-current assets of the consolidated
group are as follows:
Geographic Location
Revenues from External Customers
Non-current assets
$000s
Australia
34,186
15,506
$000s
Singapore
3,641
65
Accounting Policies
Segment revenues and expenses are those directly attributable to the segments.
Segment assets and liabilities include all assets used in and all liabilities generated by the segments. Deferred tax assets
and liabilities are not allocated to segments.
- 45 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2013
25. CASH FLOW INFORMATION
2013
$000s
2012
$000s
a. Reconciliation of cash flow from operations with profit
after income tax
Profit after income tax
3,269
2,974
Non-cash flows in profit (loss)
Amortisation
Depreciation
Other
Net loss on disposal of plant and equipment
Write-downs to recoverable amounts
Unrealised gain on investments
Unrealised foreign exchange movement
Deferred tax on revaluation
Changes in assets and liabilities
(Increase)/decrease in trade and other receivables
(Increase)/decrease in inventories
(Increase)/decrease in other current assets
(Increase)/decrease in inventories
(Increase)/decrease in deferred tax assets
Increase/(decrease) in trade and other payables
Increase/(decrease) in tax payables
Increase/(decrease) in provisions
Cash flow from operations
b. Credit Standby Arrangements with Banks
Commercial Bill Facility
Credit facility
Amount utilised
Trade Finance Loan Facility
Credit facility
Amount utilised
340
375
-
29
75
(178)
77
(272)
172
(161)
(87)
20
152
810
465
340
5,426
5,000
(3,321)
1,679
300
(46)
254
347
380
(24)
98
12
-
2
-
(206)
(561)
(22)
-
(44)
971
(1,334)
168
2,761
5,000
(2,285)
2,715
300
-
300
The major facilities are summarised as follows:
Bank overdrafts
Bank overdraft facilities are arranged with the general terms and conditions being set and agreed annually. They are due
for review on 1 July 2014. Interest rates are variable and subject to adjustment.
Commercial bill facility
$5,000,000 variable interest rate facility expires on 30 June 2016.
- 46 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2013
26. EVENTS AFTER THE BALANCE SHEET DATE
The directors have announced the payment of a fully franked dividend of two and a half cents per share ($1,340,000), to
be paid on 26 September 2013.
On 2 August 2013, Academies Australasia Group Limited issued 5,340,000 new fully paid ordinary shares at 75 cents
per share. (See ‘Events After the Reporting Date’ in the Directors Report)
There are no other matters or circumstances that have arisen since the end of the financial year which significantly
affected or may significantly affect the operations of the consolidated group, the results of those operations, or the state
of affairs of the consolidated group in subsequent financial years.
The financial report was authorised for issue on 19 August 2013 by the Board of directors.
27. RELATED PARTY TRANSACTIONS
Directors’ transactions with the Company and the consolidated group
Details of directors’ remuneration are set out in the Remuneration Report section of the directors’ report. Directors are
reimbursed for expenses incurred by them on behalf of the consolidated group.
Directors’ and specified executives’ relevant interests in shares
Details of directors’ relevant interests in shares are set out in the directors’ report.
Other related party transactions
Transactions between the Company and controlled entities include loans, management fees and interest. Details of
these transactions and the amounts owing at balance date are included in Notes 5 and 19.
28. FINANCIAL INSTRUMENTS
a.
Financial Risk Management
The group’s financial instruments consist mainly of deposits with banks, investments, accounts receivable and
payable, loans to and from subsidiaries, bills and leases.
The main purpose of non-derivative financial instruments is to raise finance for group operations.
i.
Treasury Risk Management
Senior management meet on a regular basis to review currency and interest rate exposure and to evaluate
treasury management strategies where relevant, in the context of the most recent economic conditions and
forecasts.
ii.
Financial Risks
The main risks the group is exposed to through its financial instruments are interest rate risk, foreign
currency risk, liquidity risk, credit risk and price risk.
Interest rate risk
The interest rate risk has been managed by the consolidated group by reducing and in most cases
eliminating interest bearing debt. Stand by facilities has been set with a combination of fixed and floating
rate possibilities. There is no set policy as to the mix of interest rate exposures.
Foreign currency risk
The consolidated group is exposed to foreign currency risk on its purchase of products and the sale of
training and education courses to international students and on the translation of its foreign subsidiaries.
The consolidated group had not hedged foreign currency transactions as at 30 June 2013. Senior
management continue to evaluate this risk on an ongoing basis.
- 47 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2013
28. FINANCIAL INSTRUMENTS (continued)
Liquidity risk
Liquidity risk is managed by monitoring forecast cash flows and ensuring that adequate unutilised
borrowing facilities are maintained, where possible.
Credit risk
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance
date to recognised financial assets, is the carrying amount, net of any provisions for impairment of those
assets, as disclosed in the balance sheet and notes to the financial statements. In the education business,
credit risk is minimised by, generally, collecting tuition fees in advance. In the fastening business credit risk
is minimised by managing the debtors portfolio actively and maintaining effective monitoring and
collection policies.
Price risk
In respect of the fastener business, the price of wire is constantly monitored. The company does not
currently hedge the prices at which it purchases wire.
b.
Financial Instruments
i.
Interest Rate Risk
The consolidated group’s exposure to interest rate risk, which is the risk that a financial instrument’s value
will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates
on classes of financial assets and financial liabilities, is as follows:
Note Weighted Floating Fixed interest maturing in: Non-
Interest
bearing
interest
rate
1 year
or less
1 to 5
years
average
interest
rate
2013
Financial assets
Cash and cash
equivalents
Trade and other
receivables
9
10
Financial liabilities
Trade and other
18
payables
Bank bills
19
Bank Trade refinance 19
Lease purchase
agreements
19
$000s
$000s
$000s
$000s
1.13%
4,992
-
4,992
-
-
-
-
-
8.62%
4.84%
8.93%
-
-
-
-
919
46
4
969
-
-
-
-
2,402
-
-
2,402
-
2,417
2,417
6,327
-
-
-
6,327
- 48 -
Total
$000s
4,992
2,417
7,409
6,327
3,321
46
4
9,698
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2013
28. FINANCIAL INSTRUMENTS (continued)
Note Weighted Floating Fixed interest maturing in: Non-
average
interest
rate
interest
rate
1 year
or less
1 to 5
years
Interest
bearing
$000s
$000s
$000s
$000s
Total
$000s
2012
Financial assets
Cash and cash
equivalents
Trade and other
receivables
Financial liabilities
Trade and other
payables
Bank bills
Bank Loans
Lease purchase
agreements
9
10
18
19
19
19
2.35%
2,568
-
-
2,568
-
5.49%
12.85%
10.92%
-
-
-
-
-
-
-
-
-
572
23
15
610
-
-
-
-
1,713
-
4
1,717
-
2,418
2,418
4,357
-
-
-
4,357
2,568
2,418
4,986
4,357
2,285
23
19
6,684
ii.
Net fair values of financial assets and liabilities
The carrying amounts of financial assets and liabilities approximate their net fair value.
iii.
Amounts payable in foreign currencies
The Australian dollar equivalents of unhedged amounts payable or receivable in foreign currencies
calculated at year end exchange rates, are as follows:
United States Dollars
Amounts payable
2013
$000s
2012
$000s
189
106
iv.
In addition the group holds investments recognised at fair value of $509,000 (2012: $302,000). The basis
for fair value is disclosed in Note 1.
v.
Sensitivity Analysis
The following table illustrates sensitivity analysis to the group’s exposure to changes in interest rates. The
table indicates the estimated impact on how profit and equity values reported at the end of the reporting
period would have been affected by changes in the interest rate that management considers reasonably
possible.
2013
+/- 2% in interest rates
Profit
Equity
$
67
$
67
- 49 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2013
29. NEW ACCOUNTING STANDARDS FOR APPLICATION IN FUTURE PERIODS
Management have considered all standards and interpretations issued but not yet effective and do not believe that any
will have a material impact on the financial report. No new standards and interpretations have been adopted early.
30. PARENT INFORMATION
The following information has been extracted from the books of the parent and has been prepared in accordance with
Australian Accounting Standards
STATEMENT OF FINANCIAL POSITION
2013
$000s
2012
$000s
Assets
Current assets
Non-current assets
Total Assets
Liabilities
Current Liabilities
Non-current liabilities
Total Liabilities
Equity
Issued capital
Retained earnings
Total Equity
STATEMENT OF COMPREHENSIVE INCOME
Total Profit
Total comprehensive Income
6,101
5,173
11,274
486
745
1,231
18,372
(8,329)
10,043
1,669
1,669
6,683
5,301
11,984
1,265
71
1,336
17,738
(7,090)
10,648
1,067
1,067
- 50 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2013
31. COMPANY DETAILS
The registered office of Academies Australasia Group Limited is:
Level 6
505 George Street
Sydney NSW 2000
The principal places of business of the companies in the consolidated group are:
Academies Australasia
Level 6
505 George Street
Sydney NSW 2000
Premier Fasteners
1 & 3 Ladbroke Street
Milperra
NSW 2214
Academies Australasia College
51 Middle Road
Singapore
188959
Academies Australasia Polytechnic
Level 4
303 Collins Street
Melboune
Vic 3000
Benchmark College
Suite 10
140-142 Henry Street
Penrith
NSW 2750
Discover English
376-378 Bourke Street
Melbourne
Vic 3000
* * *
- 51 -
ACADEMIES AUSTRALASIA GROUP LIMITED
AND CONTROLLED ENTITIES
DIRECTORS’ DECLARATION
The directors of the Company declare that:
1.
the financial statements and notes, set out on pages 19 to 51, are in accordance with the Corporations Act
2001 and
:
(i) comply with Accounting Standards which, as stated in accounting policy Note 1 to the financial
statements, constitutes explicit and unreserved compliance with International Financial Reporting
Standards (IFRS); and
(ii) give a true and fair view of the financial position as at 30 June 2013 and of the performance for the
year ended on that date of the Company and consolidated group.
2. The Chief Executive Officer and Chief Financial Officer have each declared that:
(i)
the financial records of the company and the consolidated group for the financial year have been
properly maintained in accordance with s 286 of the Corporations Act 2001;
(ii) the financial statements and notes for the financial year comply with Accounting Standards; and
(iii) the financial statements and notes for the financial year give a true and fair view, and
3. 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 Company and the following wholly owned subsidiaries have entered into a deed of cross guarantee
under which the Company and its subsidiaries guarantee the debts of each other.
Academies Australasia Group Limited
Academies Australasia Management Pty Limited
Clarendon Business College Pty Limited
Skilled Placements Pty Limited
Premier Fasteners Pty Limited
Supreme Business College Pty Limited
Academy of English Pty Limited
Australian College of Technology Pty Limited
Australian International High School Pty Limited
Australian Trades Institute Pty Limited
Australian Institute of Professional Studies Pty Limited
Academies Australasia Institute Pty Limited
AKG Investment Holdings Pty Limited
AKG2 Investments Holdings Pty Limited
ACA Investment Holdings Pte. Limited
- 52 -
ACADEMIES AUSTRALASIA GROUP LIMITED
AND CONTROLLED ENTITIES
DIRECTORS’ DECLARATION
At the date of this declaration, there are reasonable grounds to believe that the companies which are party to
this deed of cross guarantee will be able to meet any obligations or liabilities to which they are, or may
become subject to, by virtue of the deed.
This declaration is made in accordance with a resolution of the Board of Directors.
Neville Thomas Cleary
Director
19 August 2013
Christopher Elmore Campbell
Director
- 53 -
p¡l
Independence
In conducting our audit, we have complied with the independence requirements of the
Corporations Act 2001. We have given the directors of the Company a written auditor's
independence declaration, a copy of which is included in the directors' report.
Auditor's Opinion
In our opinion:
the financial report of Academies Australasia Group
Australasia Group Limited and controlled entities is
Corporations Act 2001, including:
Limited and Academies
in accordance with the
giving a true and fair view of the company's and consolidated group's
financial position as at 30 June 2013 and of their financial performance and
their cash flows for the year ended on that date; and
complying with Australian Accounting Standards (including the Australian
Accounting Interpretations); and
b
the financial report also complies with International Financial Reporting Standards
as disclosed in Note 1.
Report on the Remuneration Report
We have audited the Remuneration Report of Academies Australasia Group Limited
included in pages 13 to 15 of the directors' report for the year ended 30 June 2013. The
directors of the company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our
responsibility is to express an opinion on the Remuneration Report based on our audit
conducted in accordance with Australian Auditing Standards.
Auditor's Opinion
In our opinion the Remuneration Report of Academies Australasia Group Limited for the
year ended 30 June 2013 complies with section 3004 of the Corporations Act 2001.
?;l*Taft,,eø
PILOT PARTNERS
19 August 2013
Level 10
1 Eagle Street
Brisbane, Queensland 4000
DANIEL GILL
-55-
ACADEMIES AUSTRALASIA GROUP LIMITED
AND CONTROLLED ENTITIES
ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES
Additional information required by the Australian Securities Exchange Limited and not shown
elsewhere in this report is as follows.
SUBSTANTIAL HOLDERS
Ordinary Shares
The relevant interests of substantial shareholders as at 16 August 2013 were:
Shareholder
No. of Shares Held
%
a
Mr Chiang Meng Heng
b
Mr Christopher Elmore Campbell
Jilcy Pty Ltd Jilcy Super Fund A/C
Eng Kim Low
Catholic Church Insurance Limited
24,941,886
8,136,929
6,786,775
3,779,126
2,956,848
46.54
15.18
12.66
7.05
5.52
a Includes 3,779,126 shares held by Eng Kim Low
b
Includes 6,786,775 shares held by Jilcy Pty Ltd Jilcy Super Fund A/C and 500,000 shares held by Bankura
Pty Ltd Campbell Family Trust A/C
VOTING RIGHTS
Ordinary Shares
At 16 August 2013 there were 322 holders of the ordinary shares of the Company. The voting rights
attaching to the ordinary shares, set out in Articles 69 and 70 of the Company’s Articles of
Association, are:
Article 69
“Subject to these Articles and any rights or restrictions for the time being attached to any class or
classes of shares:
(a) at meetings of members or classes of members each member entitled to attend and vote may
attend and vote in person or by proxy, or attorney and (where the member is a body corporate)
by representative;
(b) on a show of hands, every Member present has 1 vote;
(c) on a poll, every Member present has:
(i) 1 vote for each fully paid share; …….”
Article 70
“Where more than 1 joint holder votes, the vote of the holder, whose name appears first in the register
of members shall be accepted to the exclusion of the others.”
- 56 -
ACADEMIES AUSTRALASIA GROUP LIMITED
AND CONTROLLED ENTITIES
ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES
20 LARGEST SHAREHOLDERS AS AT 16 AUGUST 2013
Registered Name
No. Shares
%
J&B Schlederer Pty Ltd J&B Schlederer super A/C
BNP Paribas Noms Pty Ltd (DRP)
1 Mr Chiang Meng Heng
Jilcy Pty Ltd Jilcy Super Fund A/C
2
Eng Kim Low
3
Catholic Church Insurance Limited
4
Vasek Fasteners Pty Ltd Premier Screw Super A/C
5
UBS Nominees Pty Ltd
6
7
National Nominees Limited
8 Mr Christopher Elmore Campbell
9
10
11 Mrs Gail Leslie Storey
12
13
14
15
16 Ms Anthea Judith Drescher
17
18
19
20
HSBC Custody Nominees (Australia) Ltd A/C 2
JP Morgan Nominees Australia Limited
Citicorp Nominees Pty Limited
Bankura Pty Ltd Campbell Family Trust A/C
Leftone Nominees Pty Limited CJ Lourey Super Fund A/C
Sandhurst Trustees Ltd TBF Small Cap Val Grwth A/C
Frank Kwong-Shing Wong
Daniel Hing Yuen Wong Jehovah Jireh Family A/C
21,162,760 39.49
6,786,775 12.66
7.05
3,779,126
5.52
2,956,848
2.90
1,553,529
2.84
1,522,293
2.29
1,229,600
1.59
850,154
1.50
801,400
1.47
787,900
1.18
634,335
1.12
600,000
0.99
529,500
0.97
519,631
0.89
476,000
0.82
439,922
0.79
425,000
0.79
425,000
0.71
380,000
0.64
343,872
46,203,645
86.21
HOLDING RANGE (SHAREHOLDERS) AS AT 16 AUGUST 2013
Range
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 +
No. Holders
59
107
41
74
41
322
Total No. Shares
44,565
301,889
307,958
3,232,784
49,707,101
53,594,297
%
0.08
0.56
0.57
6.03
92.76
100.00
UNMARKETABLE PARCELS AS AT 16 AUGUST 2013
Minimum $500.00 parcel at $0.925 per
unit
541
16
5,046
Minimum Parcel Size
No. Holders
Units
* * *
- 57 -
OFFICES AND OFFICERS
DIRECTORS
Neville Thomas Cleary
Chairman (Independent & Non-
Executive)
Christopher Elmore Campbell
Group Managing Director
Chiang Meng Heng
Director (Non-Executive)
Dr John Lewis Schlederer
Director (Independent & Non-
Executive)
Gabriela Del Carmen Rodriguez
Naranjo
Alternate Director to Neville
Thomas Cleary
COMPANY SECRETARY
Stephanie Ann Noble
REGISTERED OFFICE
Academies Australasia Group Limited
Level 6
505 George Street
Sydney NSW 2000
Telephone: (02) 9224 5555
(02) 9224 5550
Facsimile:
SHARE REGISTRAR
Computershare Investor Services Pty Limited
Level 3
60 Carrington Street
Sydney NSW 2000
Telephone: (02) 8234 5000
Toll Free (Australia only) 1300 850 505
Facsimile:
Web Site: www.academies.edu.au
(02) 8234 5050
SECURITIES EXCHANGE
The Company is listed on the Australian Securities Exchange. The
Home Exchange is Sydney.
ASX Code:
AKG
- 58 -