ACADEMIES AUSTRALASIA GROUP LIMITED
ANNUAL REPORT 2015
CONTENTS
Page
Report of the Chairman and the Group Managing Director
Directors’ report
Information on the Directors and Company Secretary
Information on Senior Executives
Remuneration report - audited
Corporate governance statement
Auditors’ independence declaration
Consolidated financial statements
Statement of comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes
Directors’ declaration
Independent audit report
ASX additional information
Corporate information
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2
4
8
11
12
15
23
24
25
26
27
28
60
61
63
65
REPORT OF THE CHAIRMAN AND THE GROUP MANAGING DIRECTOR
Our business environment
The financial year to 30 June 2015 was the first year in our 107 year history where we were exclusively
engaged in education and training.
Our target markets are mainly international students in Australia and overseas, and domestic students taught
and trained directly or via arrangements with their employers. We have long sought a long term plan,
supported by all branches of government that all participants can work from. It was therefore pleasing to note
the formation of the Coordinating Council for International Education in June this year. The Council will be
responsible for finalising Australia’s first ever National Strategy for International Education. In the year to 30
June 2015 exports from Australia’s international education services sector reached a record high of $18.1
billion, an increase of 14.2% on the previous year. International demand for Australian standard education is
expected to continue to grow. The view that the Australian dollar is at a level higher than where it should be is
another encouraging sign for international education. We continue to be positive about international
education.
The domestic scene seems less clear. The availability of government funding in this sector attracts some
operators who have less than the desired standards. Their behaviour often leads to the government reducing
funding or making it more expensive or difficult to obtain, or increased operating costs from reporting more
information. There has also been the tendency for the rules to change when there is a change in government.
We see more challenges in the sector.
Results for the year ended June 2015
Excluding sales from Premier Fasteners (which was sold in December 2013) and revaluations of investments
to market value
-
-
revenue increased by 38% to $57 million, while
earnings before interest, taxation, depreciation and amortization (EBITDA) fell from $4.04 million to
$1.36 million.
Most of the increase in revenue came from acquisitions made in 2014 and 2015. The main reasons for the fall
in EBITDA, reported elsewhere in this report, were the adverse impact of policy changes by certain business
partners, cut-backs and delays in the roll-out of certain government training subsidy programmes, the
downturn in the mining sector in Western Australia, corporate restructure costs and expansion costs in the
form of additional and better quality space.
There will be no final dividend for the financial year ended 30 June 2015.
Outlook
Your Board is confident about the future. We now have 18 separately licensed colleges offering more than
250 qualifications in a wide range of subjects, in five states in Australia, and in Singapore. The acquisitions
made over the past few years are being consolidated, with staff and management being assimilated into a
strong team. The Board has been strengthened and the new management position of Chief Financial Officer
filled. While such consolidation, streamlining and centralisation of certain functions for better efficiencies is
costly, in the longer term the benefits will show.
The world demand for international education (students enrolled for education outside their country of
citizenship) is expected to continue to increase and Australia is an attractive destination for international
students. We believe that Academies Australasia is well positioned in this space. In respect to domestic
students, we have reviewed our offerings and strategies, and are confident that we will do better.
- 2 -
Board
In October 2014, Gary William Cobbledick was elected to the Board. Bill Say Mui Foo joined the Board in
July 2015. They bring to the Board table additional skills and experience. We welcome them.
On 24 September 2015, Raphael Geminder, who was elected to the Board in October 2014, resigned to
dedicate more time to his other business interests. We thank him for his valuable contribution while he was
on the Board.
Rights issue and Directors’ loans
In August 2015, the Board resolved that the Company makes a Rights Issue to shareholders to raise
$4,000,000 in cash.
Each of the Directors having an interest in the shares of the Company committed to procuring that the entities
where they had a relevant interest subscribe for their share of the Rights Issue. The Directors extended loans
to the Company to the total of $2,639,200 on the basis that these loans will be converted to their relevant
interests’ respective shares of the Rights Issue, when subscriptions for the Rights Issue open. Further
information about the Rights Issue and Directors’ loans are covered in the Directors’ Report on page 6 in this
report.
Acquisitions
We acquired two colleges in the 2015 financial year, both in the first half, compared to six in the previous
financial year. These acquisitions are being bedded down. The Board would like to welcome the management
and staff of Language Links International and Skills Training Australia to the Academies Australasia Group.
While we will continue to consider opportunities for expansion, we are in no rush to grow and will be careful
to avoid opportunities that are expensive.
Performance Incentive Programme
The Company is addressing the establishment of a revised performance incentive programme that was referred
to in the Chairman’s report last year.
Acknowledgement
On behalf of all the members of the Board, we would like to extend our sincere appreciation to all
shareholders, students, customers and business associates for their loyalty and support, and to all management
and staff for their contribution during the year under review.
Dr John Lewis Schlederer
Chairman
28 September 2015
Christopher Elmore Campbell
Group Managing Director and CEO
- 3 -
107th ANNUAL DIRECTORS’ REPORT
Your Directors present their report on Academies Australasia Group Limited (the Company) and its controlled
entities (jointly the Group) for the year ended 30 June 2015.
DIRECTORS
The names of Directors in office at any time during, or since the end of, the financial year are:
Dr John Lewis Schlederer
Christopher Elmore Campbell
Chiang Meng Heng
Gabriela Del Carmen Rodriguez Naranjo
Gary William Cobbledick
Raphael Geminder
Bill Say Mui Foo
Appointed 23 October 2014
Appointed 23 October 2014
Resigned 24 September 2015
Appointed 1 July 2015
Dr John Lewis Schlederer, Christopher Elmore Campbell, Chiang Meng Heng and Gabriela Del Carmen
Rodriguez Naranjo have all been in office since the start of the financial year to the date of this report.
Details on the Directors and Company Secretary are set out on pages 8 to 10.
PRINCIPAL ACTIVITIES
The principal activity of the Group during the financial year was the provision of training and education
services.
CONSOLIDATED RESULT
Early-adoption of Accounting Standard AASB 15 ‘Revenue from Contracts with Customers’
The consolidated entity has considered its recognition of income policies and, following these deliberations,
has decided, with effect for the financial year ended 30 June 2015, to early-adopt the new Accounting
Standard AASB 15 ‘Revenue from Contracts with Customers’.
In summary, the adoption of the new accounting standard defers the recognition of revenue from contracts
with students. The Directors formed the view that no revenue from the provision of tuition should be
recognised until tuition has commenced and that revenue should be recognised as the tuition is provided.
In the opinion of the Directors, the adoption of the requirements of AASB 15 provides more relevant
information concerning the delivery of services and the transfer of risks in providing the services.
The changes affect revenue, the costs directly applicable to obtaining contracts with students and certain
amounts in the statement of financial position. The changes have no effect upon the timing and recognition of
cash receipts and income tax payable. The effects of the change are detailed in Note 1 to the financial
statements and result in the re-statement of comparative figures in the financial statements.
Consolidated result
The consolidated profit of the Group for the financial year, after providing for income tax and eliminating
non-controlling entity interests, amounted to $173,000 (2014: $4,295,000).
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REVIEW OF OPERATIONS
A review of the operations of the Group during the financial year and the results of those operations is as
follows:
Following the sale of Premier Fasteners Pty Limited on 1 December 2013, the Group’s operations became
exclusively the provision of training and education services. In the following information, comparative
amounts for the previous financial year exclude the fasteners business:
Revenue increased by 42% to $57,551,000 (2014: $40,465,000).
Revenue excluding unrealised income from the revaluation of investments increased by 48% to
$56,945,000 (2014: $38,356,000). Most of the increase came from acquisitions made in the year under
review and prior financial year.
Profit from ordinary activities before income tax, decreased from $5,200 000 to a loss of $388,000.
Acquisition of controlled entities
On 16 August 2014 the Group acquired 75% of the issued share capital of Language Links International Pty
Limited, an English Language college located in Perth, for a consideration of $289,000 satisfied in cash.
On 20 November 2014 the Group acquired 100% of the issued share capital of Transformations – Pathways
to Competence and Developing Excellence Pty Limited T/A Skills Training Australia (STA), a registered
training organisation located in Melbourne that specialises in the delivery of high quality training programs
in Nursing, Disability Services, Community Services, Health and Aged Care, for a purchase consideration
payable in cash in three tranches. The first tranche payment of $1,250,000 was settled on 20 November 2014.
The second tranche payment, of $2,402,000, based on 1.5 times 2015 EBIT, was paid on 31 August 2015
and the third tranche payment, based on 1 time 2016 EBIT, is due by 30 August 2016.
Dividends Paid or Proposed
A final dividend for the year ended 30 June 2014 of three cents per share, fully franked, ($1,862,000) was paid
on 26 September 2014. An interim dividend for the year ended 30 June 2015 of one and a half cents per share,
fully franked, ($931,000) was paid on 15 April 2015.
The Directors do not propose that the Company pays a final dividend for the year ended 30 June 2015.
FINANCIAL POSITION
The net assets of the Group have decreased by $2,651,000 since 30 June 2014 to $25,562,000. Explanations
for this are set out below in “Significant changes in state of affairs”.
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
Earnings before interest, taxation, depreciation and amortisation (EBITDA) for the year ended 30 June 2015,
excluding unrealised income from the revaluation of investments, decreased 66% to $1,360,000 (2014:
$4,036,000).
The main reasons for the decline in performance were:
Operations
A university (pathway) partner changed their student recruitment criteria at short notice, several times.
These actions led to substantial enrolment cancellations.
- 5 -
Another university partner imposed stringent restrictions on student recruitment, also at short notice,
reducing enrolment opportunities.
Provisions have been taken in June for refunds to students who may be affected by university partner
courses that have been cancelled.
In Victoria, certain subsidies were cut back, while the rollout of ‘Smart and Skilled’ funding in New
South Wales was slower than expected.
The adverse publicity arising from a large listed company operating in the vocational sector and the
reports of bad practices by training organisations and brokers, contributed to lower domestic demand.
Earnings from operations in Western Australia were impacted by the downturn in the mining sector.
Restructure
There were corporate restructure costs for consolidation, streamlining and centralisation of certain functions
for better efficiencies
Expansion
Higher rents were incurred for larger and better quality premises for operations in Melbourne (where
Academies Australasia Polytechnic relocated to 628 Bourke Street) and in Brisbane. The additional space is
required for programme expansion.
Apart from the matters mentioned above, there were no significant changes in the state of affairs of the
consolidated group during the reporting period.
EVENTS AFTER THE REPORTING PERIOD
Rights Issue and Directors’ Loans to the Company
In August 2015, the Board resolved that the Company makes a Rights Issue to shareholders to raise
$4,000,000 in cash.
At that time, the Directors, together, had an interest in 65.98% of the total of 62,063,484 shares in the
Company. Each of the Directors having an interest in the shares of the Company committed to subscribe for
their share of the Rights Issue, meaning that $2,639,200 was committed. These same Directors extended loans
to the Company to the total of $2,639,200 on the basis that these loans will be converted to their respective
shares of the Rights Issue, when subscriptions for the Rights Issue open. The Directors’ commitments to the
Rights Issue (equal to the loan amounts) are as follows:
Directors' with interests in shares
Shares
Percentage
of Total
Pro Rata share
of $4,000,000
Rights Issue
Loan to
Company
Dr John Lewis Schlederer
1,450,000
2.34%
$93,600
$93,600
Chiang Meng Heng
25,291,886
40.75%
$1,630,000
$1,630,000
Christopher Elmore Campbell
7,777,777
12.53%
$501,200
$501,200
Gabriela del Carmen Rodriguez Naranjo
25,000
0.04%
$1,600
$1,600
Gary William Cobbledick
926,645
1.49%
$59,600
$59,600
Raphael Geminder a
1,473,209
2.37%
$94,800
$94,800
Gary William Cobbledick and
Raphael Geminder a
4,006,396
6.46%
$258,400
$258,400
40,950,913
65.98%
$2,639,200
$2,639,200
- 6 -
a Mr Geminder resigned as a director on 24 September 2015.
Mr Bill Say Mui Foo does not hold, directly or indirectly, any shares in the Company.
Each of the Directors’ loans was made to the Company on or before 25 August 2015. These loans bear interest
at the rate that the ANZ Bank charges the Company for its overdraft facility, and the loans are subordinated to
the ANZ Bank’s debt facilities.
The purpose of the loans, to be repaid from the capital raising of $4,000,000, was primarily to meet the second
tranche payment for the acquisition of STA, amounting to $2,402,000, which was made on 31 August 2015.
As announced on 20 November 2014, the second tranche payment to the vendor of STA is computed at 1.5
times Earnings before Interest and Tax for the year ended 30 June 2015. The funds of $2,639,200 loaned by
Directors were applied to meet this payment. Surplus funds were taken to working capital.
The Rights Issue will be a 3 for 14 Renounceable Issue. The shares will be offered at 30 cents each, which
reflects a discount of 12.1% on the volume-weighted average trade price (VWAP) of 34.1 cents for the period
1 September to 25 September 2015. The Issue will be underwritten.
Apart from the matters mentioned above, there were no matters or circumstances that have arisen since the
end of the financial year which significantly affected or may significantly affect the operations of the Group,
the results of those operations, or the state of affairs of the Group in subsequent financial years.
FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES
The Chairman’s and the Group Managing Director’s Report (Pages 2 and 3) addresses the Group’s outlook.
Further information about likely developments in the operations of the Group and the expected results of those
operations in future financial years has not been included in this report because disclosure of the information
would be likely to result in unreasonable prejudice to the Group.
ENVIRONMENTAL ISSUES
The Group’s operations are not subject to any significant environmental legislation.
INDEMNIFICATION AND INSURANCE OF OFFICERS
The Company’s constitution 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.
OPTIONS
No options have been issued on the Company’s shares.
ROUNDING OF AMOUNTS
The Director’s report is presented in Australian Dollars and rounded to the nearest thousand dollars in
accordance with Class Order 98/100.
- 7 -
INFORMATION ON DIRECTORS
Dr John Lewis Schlederer
Qualifications
Experience
Interest in Shares
Special Responsibilities
Independent, Non-executive, Director, appointed 21 August 2009 (6
years 1 month), Chairman since 1 January 2014 (1 year 7 months).
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.
1,450,000 shares (2.34%)
Chairman of the Board, Chairman of the Remuneration Committee.
Chairman of the Audit and Risk Committee until 16 July 2015.
Directorships held in other listed
entities
None
Christopher Elmore Campbell Group Managing Director and Chief Executive Officer, appointed 1
Qualifications
Experience
Interest in Shares
Special Responsibilities
Directorships held in other listed
entities
Chiang Meng Heng
Qualifications
Experience
Interest in Shares
Special Responsibilities
Directorships held in other listed
entities
July 1996 (19 years 3 months).
B.Soc.Sci. (Hons), FFin, FAICD, FCIS, FSCA.
Experience in mergers and acquisitions and more than 15 years’
experience in managing educational institutions. Previous positions
include senior appointments with the Monetary Authority of
Singapore and an international bank in Australia.
Director, Asia Society Australia.
7,777,777 shares (12.53%)
Member of the Remuneration Committee.
None.
Non-executive Director, appointed 15 February 2000 (15 years 7
months).
BBA (Hons)
Previous positions include Treasurer, Citibank NA, Singapore and
Hong Kong, Adviser & Head, Banking Supervision, Monetary
Authority of Singapore, President, Asia Commercial Bank Ltd,
Managing Director, First Capital Corporation Ltd, Executive
Director, Far East Organization and Group Managing Director, Lim
Kah Ngam Ltd.
25,291,886 shares (40.75%)
Member of the Audit and Risk Committee and Remuneration
Committee.
Far East Orchard Limited and Macquarie International Infrastructure
Fund Limited (both listed on the Singapore Exchange).
Gabriela Del Carmen
Rodriguez Naranjo
Qualifications
Experience
Interest in Shares
Special Responsibilities
Directorships held in other listed
entities
Executive Director, appointed 21 October 2013 (1 year 11 months).
Alternate Director, May 2011 to December 2013 (2 years 7 months),
(Alternate to Neville Thomas Cleary (Retired 31 December 2013)).
B. Comp.Sci, B.Sci. Sys. Eng, MAICD.
More than 14 years’ experience managing educational institutions,
including experience
regulatory
compliance, curriculum development and lecturing.
25,000 shares
None.
None
in acquisitions, marketing,
- 8 -
Gary William Cobbledick
Qualifications
Experience
Interest in Shares
Special Responsibilities
Directorships held in other listed
entities
Executive Director, appointed 23 October 2014 (11 months)
BA, LLB, LLM.
Five years in the Vocational Education and ELICOS sectors in
Australia. Previously a corporate lawyer in New York. Has held
leadership roles in the retirement living, aged care, recycling and
book industries.
4,933,041 shares (7.95%)
None.
None
Raphael Geminder
Qualifications
Experience
Interest in Shares
Special Responsibilities
Directorships held in other listed
entities
Bill Say Mui Foo
Qualifications
Experience
Interest in Shares
Special Responsibilities
Directorships held in other listed
entities
Non-executive Director, appointed 23 October 2014, resigned 24
September 2015 (11 months)
Masters of Business Administration and Finance.
Strong connection to the academic sector for many years including
the publishing sector. Has an extensive depth of commercial
knowledge and business acumen and is able to offer strategic
guidance for growth, especially with respect to mergers, acquisitions
and on-going value realisation. He is a member of the RMIT
University College of Business Industry Advisory Board and has
other varied board roles outside of business, demonstrating a wider
commitment to the community. Founder and Chairman of Pact
Group Holdings Limited, a leading Australasian packaging business.
Co-founder and Chairman of Visy Recycling, growing it into the
largest recycling company in Australia. Victoria’s first Honorary
Consul to the Republic of South Africa.
5,479,605 shares (8.83%)
None
Pact Group Holdings Limited.
Independent, non-executive Director, appointed 1 July 2015 (3
months)
BBA, MBA
Chairman of the Singapore Business Circle, a chapter of the Trans-
Tasman Business Circle. Previously Vice Chairman of ANZ South
& South East Asia, with responsibilities for joint ventures, corporate
banking and senior client engagements, Chief Executive Officer of
ANZ Singapore, South East Asia Head of Investment Banking for
Schroders International Merchant Bankers Ltd and President Director
of Schroders Indonesia.
Nil
Chairman of the Audit and Risk Committee (appointed 17 July
2015).
Mewah International Inc (Listed on the Singapore Exchange).
Directorships
- 9 -
COMPANY SECRETARY
Chris Grundy
Qualifications
Experience
Other Responsibilities
Stephanie Noble
Qualifications
Experience
Other Responsibilities
MEETINGS OF DIRECTORS
Appointed 17 July 2015.
B.Com, GradDipAppCorpGov, FCA, FCIS, GAICD.
6 years as Company Secretary in ASX-listed companies.
Chief Financial Officer.
27 November 2006 to 16 July 2015.
BA (Hons) Accounting, FCCA (UK), CPA (Australia).
8 years as Company Secretary of Academies Australasia Group
Limited.
Group Finance Manager.
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 2015 financial year were:
Director
Directors’
Meetings
B
A
Audit and Risk
Committee
B
A
Remuneration
Committee
B
A
Dr John Lewis Schlederer
Christopher Elmore Campbell
Chiang Meng Heng
Gabriela Del Carmen Rodriguez Naranjo
Gary William Cobbledick
Raphael Geminder
5
5
5
5
1
1
5
5
5
5
1
1
2
-
2
-
-
-
2
-
2
-
-
-
1
1
1
-
-
-
1
1
1
-
-
-
A - Number of meetings held during the time the Director held office during the period
B - Number of meetings attended
- 10 -
INFORMATION ON SENIOR EXECUTIVES
Christopher Elmore Campbell
Group Managing Director and Chief Executive Officer
Other details as per Information on the Directors (above).
Gabriela Del Carmen Rodriguez
Naranjo
Executive Director
Other details as per Information on the Directors (above).
Gary William Cobbledick
Executive Director
Other details as per Information on the Directors (above).
Chris Grundy
Qualifications
Experience
Other Responsibilities
Esther Teo
Qualifications
Experience
Ingeborg Loon
Qualifications
Experience
Chief Financial Officer
B.Com, GradDipAppCorpGov, FCA, FCIS, GAICD.
More than 25 years in commerce, including roles in general
management, finance, operations, sales and marketing in
Australia and abroad. Industry experience includes
professional services and regulated operations.
Company Secretary - Academies Australasia Group
Limited.
Director and Chief Executive Officer of Academies
Australasia Polytechnic
MBA, GradDipMgmt
30 years senior management in Singapore and Australia,
including roles in retail, information technology, strategic
business planning and supply chain management.
10 years of tertiary teaching, curriculum design and
education management.
Director, International
BA, B.Economics & Japanese Studies, GradDipBusAdmin.
25 years' senior management experience in the
internationalisation and export of education at universities
and in the vocational sector in Australia. Advocacy and
policy development for ACPET (Australian Council for
Private Education and Training).
Board Member of IEAA (International Education
Association of Australia).
- 11 -
REMUNERATION REPORT – AUDITED
Remuneration Policies
The Remuneration Committee reviews and makes recommendations to the Board on remuneration packages and
policies applicable to the Group Managing Director and Chief Executive Officer, Senior Executives and the
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 set to attract appropriately
qualified and experienced directors and senior executives.
During the year, the members of the Remuneration Committee were Dr John Lewis Schlederer, Chiang Meng
Heng and Christopher Elmore Campbell.
All executives receive a fixed base salary, which is based on factors such as market factors and experience, and
superannuation (as required by law). Executives may sacrifice part of their salary to towards superannuation.
There are no options over unissued capital. The Company does not have an employee share option plan.
All remuneration paid to Directors and Executives is valued at the cost to the Company and expensed.
Non-executive Directors’ remuneration comprises fixed fees. 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 Group.
Directors and Senior Executives
a. Directors and Senior Executives
Details of the Directors and Senior Executives holding office at any time during the financial year are set out on
pages 8 to 11.
b. Directors and Senior Executives Remuneration
30 June 2015 Directors and Senior
Executives
Dr John Lewis Schlederer
Christopher Elmore Campbell
Chiang Meng Heng
Gabriela Del Carmen Rodriguez Naranjo
Gary William Cobbledick a,,
Raphael Geminder b
Chris Grundy (from 21 May 2015)
Esther Teo
Ingeborg Loon
Short-term employee benefits
Cash, salary
and
commissions
PIPd
/bonus
Non-
monetary
benefits
Post- employment
benefits
Superannuation
Total
$000s
$000s
$000s
$000s
$000s
-
-
-
19
-
-
-
28
-
47
28
371
32
148
247c
43c
-
102
150
1,121
- 12 -
-
-
-
-
-
-
-
-
-
-
35
79
3
16
20
-
29
32
14
63
450
35
183
267
43
29
162
164
228
1,396
30 June 2014 Directors and Senior
Executives
Short-term employee benefits
Cash, salary
and
commissions
PIPd
/bonus
Non-
monetary
benefits
Post- employment
benefits
Superannuation
Total
$000s
$000s
$000s
$000s
$000s
Dr John Lewis Schlederer
Neville Cleary (to 31 December 2013)
Christopher Elmore Campbell
Chiang Meng Heng
Gabriela del Carmen Rodriguez Naranjo
Esther Teo
Gary William Cobbledick a,,
Ingeborg Loon (from 15 July 2014)
Ivan Mikkelsen (to 1 December 2013)
Edmund Kwan (to 3 October 2014)
21
25
372
32
136
102
15
145
70
78
996
-
-
71
-
172e
73f
-
-
-
32
348
-
-
-
-
-
-
-
-
-
-
-
33
2
78
3
24e
34f
1
1
13
10
212
54
27
521
35
332
209
16
159
83
120
1,556
a Senior executive from 1 June 2014, Director from 23 October 2014.
b Director from 23 October 2014 to 24 September 2015.
c Included within remuneration paid to Directors in the year ended 30 June 2015 is an amount paid by the Group on
behalf of Gary William Cobbledick and Raphael Geminder totalling $84,000. This amount was paid in settlement of an
obligation of the two Directors arising from their prior ownership of Spectra Training. The amount has been apportioned
according to their proportional ownership of Spectra Training. The amount will not be reimbursed.
d PIP is the Performance Incentive Plan which was closed on 22 October 2013.
Non-recurring payment arising from the early closure of the PIP:
e Gabriela Del Carmen Rodriguez Naranjo $133,000
f Esther Teo $56,000
None of the remuneration paid to any Director or Senior Executive is tied to any specific performance
condition.
c. Options issued as part of remuneration for the year ended 30 June 2015
The Group has no employee share plan. No options were granted as part of remuneration.
d. Employment contracts of Senior Executives
The employment conditions of all Senior Executives are formalised in written contracts of employment.
Generally, the employment contracts stipulate a one-month notice 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 has a fixed term contract of employment which expires on 31 December 2017.
Gary William Cobbledick has a fixed term contract of employment which expires on 31 May 2018.
- 13 -
PROCEEDINGS ON BEHALF OF THE COMPANY
Having successfully defended a claim against them in preceding financial years, the Company, together with
its subsidiary Academies Australasia Institute Pty Limited, continue to pursue their claim for costs against
Keith Franklin Kennett in the Supreme Court of NSW.
The Company was not a party to any other proceedings in a Court of Law during the year.
AUDITORS’ INDEPENDENCE DECLARATION
The Auditor’s Independence Declaration for the year ended 30 June 2015 appears on page 23 and forms part
of the Directors’ Report for the year ended 30 June 2015.
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 by the external auditors, Pilot Partners, 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 auditors’ 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 2015:
Taxation services
Taxation services
Other services
$72,000
$34,000
$55,000
(current year)
(prior year)
Signed in accordance with a resolution of the Board of Directors.
Dr John Lewis Schlederer
Director
28 September 2015
Christopher Elmore Campbell
Director
- 14 -
CORPORATE GOVERNANCE STATEMENT
The Board of Academies Australasia Group Limited (‘the Company’) endorses the Australian Securities
Exchange
(3rd Edition)
(‘Recommendations’). This Corporate Governance Statement outlines the Company’s governance practices
and is prepared in accordance with the Recommendations.
(‘ASX’) Corporate Governance Principles
and Recommendations,
Given the size of the Company, it is neither reasonable nor practicable to comply with certain of the
Recommendations. This statement identifies and explains where the Company has not complied fully with the
eight principles stated in the Recommendations during the year ended 30 June 2015 and to the date of this
statement.
This Corporate Governance Statement was approved by the Board and is current as at 28 September 2015.
At that date, the Board comprised the following Directors:
- Dr John Lewis Schlederer
- Christopher Elmore Campbell
- Chiang Meng Heng
- Gabriela Del Carmen Rodriguez Naranjo Executive
Executive
- Gary William Cobbledick
Independent, Non-executive
- Bill Say Mui Foo
Chairman, Independent, Non-executive
Group Managing Director and Chief Executive Officer
Non-executive
At that date, the Senior Executives of the Group comprised the following:
Group Managing Director and Chief Executive Officer
- Christopher Elmore Campbell
- Gabriela Del Carmen Rodriguez Naranjo Executive Director
Executive Director
- Gary William Cobbledick
Director and Chief Executive Officer of Academies Australasia
- Esther Teo
Polytechnic
Director, International
Chief Financial Officer and Company Secretary
- Ingeborg Loon
- Chris Grundy
Principle 1 – Lay solid foundations for management and oversight
Roles and Responsibilities of Board and Management
Role of the Chairman
The Chairman leads the Board, its meetings and the Directors, so that all Directors are able to contribute
effectively, all matters are properly considered and there is clear decision-making.
Role of the Board of Directors
The Board provides leadership and strategic guidance to the Company and effective oversight of its
management. The Board acts on behalf of all shareholders and is accountable to the shareholders for the
strategy, governance and performance of the Company.
Key responsibilities include:
appointing the Chairman;
appointing and, if necessary, replacing the Group Managing Director and Chief Executive Officer;
overseeing management’s implementation of the Company’s strategic objectives and its performance
generally;
approving operating budgets and major capital expenditure;
reviewing and ratifying systems of risk management and internal compliance and control;
- 15 -
overseeing the integrity of the Company’s financial and information reporting systems, including
external audit;
overseeing the Company’s processes for making timely and balanced disclosure to the ASX;
ensuring that the Company has an appropriate risk management framework;
approving the Company’s remuneration policies and framework; and
monitoring the effectiveness of the Company’s governance practices.
The Board retains ultimate authority over the management of the Company, however day-to-day management
of the Company according to the Board’s directives is formally delegated to the Group Managing Director and
Chief Executive Officer.
The Board meets regularly and also as required. Details of each Director’s meetings attendance record are set
out in the Directors’ report contained in the Company’s annual reports.
Roles of Committees of the Board
The Board appoints and is assisted by committees which are responsible for specified operations of the
Company. The Committees act by considering relevant matters and making recommendations to the Board.
The Board satisfies itself that the members of each committee are competent and will exercise their delegated
functions in accordance with directors’ duties.
There are currently two committees of the Board.
Audit and Risk Management Committee. Members of this committee are:
Bill Say Mui Foo (Chairman, appointed 17 July 2015)
Dr John Lewis Schlederer (Chairman until 16 July 2015)
Chiang Meng Heng
Remuneration Committee. Members of this committee are:
Dr John Lewis Schlederer (Chairman)
Chiang Meng Heng
Christopher Elmore Campbell
Details of each member’s committee meetings attendance record are set out in the Directors’ report contained
in the Company’s annual reports.
All Directors are expected to exercise independent judgement on all Board matters. 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.
Role of the Company Secretary
The Company Secretary is accountable directly to the Board, through the Chairman, on all matters concerning
the proper functioning of the Board.
Roles of Senior Executives
The Company sets out in writing the respective responsibilities and performance expectations of all Senior
Executives, including Executive Directors. Individual performance against expectations is regularly
monitored by the Group Managing Director and Chief Executive Officer. Formal appraisals are conducted at
least annually. All Senior Executives were reviewed in respect to performance during the year ended 30 June
2015.
Principle 2 – Structure the Board to add value
Board Composition
The Board currently consists of three Non-executive Directors and three Executive Directors. In accordance
with the Recommendations, the position of Chairman is held by an independent director and the roles of
Chairman and Group Managing Director are exercised by separate individuals.
- 16 -
Details of the names, qualifications, experience and expertise of each director in office at the date of the
Company’s annual report, are set out in the Directors’ Report.
Directors’ independence
The Board regularly assesses whether each Director is independent in accordance with the Recommendations
and, when assessing a Director’s independence, materiality is assessed on a case by case basis having regard
to the individual circumstances of the Director. Accordingly:
Dr John Lewis Schlederer (Chairman) and Bill Say Mui Foo are considered to be independent, non-executive
directors.
Chiang Meng Heng, Non-executive Director, is not considered to be independent as he has relevant interest of
5% or more in the Company’s shares.
Christopher Elmore Campbell, Group Managing Director and Chief Executive Officer, and Gary William
Cobbledick, Executive Director, are not considered to be independent as they are Senior Executives of the
Company and each has a relevant interest of 5% or more in the Company’s shares.
Gabriela Del Carmen Rodriguez Naranjo, Executive Director, is not considered to be independent as she is a
Senior Executive of the Company.
There are therefore two independent directors.
The Company does not meet the Recommendation that there be a majority of independent directors. However,
the Board confirms that nothing has come to its attention that would cause it to question current procedures
and governance for a company of its business, structure and size. The performance of each of the non-
independent directors has led the Board to conclude that each acts consistently in the best interests of the
Company.
The Non-executive Directors set aside time after each Board meeting to confer without Executive Directors or
other Senior Executives being present.
Board Skills
The Board considers that the mix of skills required for it to properly perform its function is as follows:
• executive and non-executive director experience
• experience or knowledge in the provision of training and education services in Australia and overseas,
especially in Asia
• corporate and business leadership, including growing enterprises
• corporate governance
•
independent strategic thinking
• subject matter expertise, including:
- financial and capital management
- corporate financing
- mergers and acquisitions
- risk management
- marketing of training and education services
- government relations and education policy – locally and internationally
Currently the Board considers that there are no significant gaps in the skills available to it from the directors
collectively.
The Board regularly reviews this list of skills and the extent to which the Directors contribute the skills listed.
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, there is no separately appointed Nominations Committee and, instead, the Board undertakes all the
functions of a Nominations Committee. The Board nominates new directors to fill occasional vacancies. When
- 17 -
considering the appointment of a new director, the Board follows the Recommendations for a Nominations
Committee, as 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, preferably independent.
A majority of the Board should be Non-executive Directors, preferably independent.
The roles of Chairman and Group Managing Director should not be exercised by the same individual.
The Board should comprise directors with an appropriate range of qualifications and expertise.
The Company should meet the requirements of the ASX Diversity Guidelines.
Selection and appointment of directors
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 discharges 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.
Individuals being considered for appointment as non-executive directors are required to provide the
Board 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 undertake their duties. The
Board undertakes independent checks of the details of individuals being considered for appointment
to the Board.
The Constitution of the Company provides that the Board may at any time appoint a 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.
The Company provides detailed information as per the Recommendations to assist shareholders in
their decision whether to elect a director standing for election or re-election.
Presently, the Company does not have a written agreement with each director setting out the terms of their
appointment. The Company is aware that, under the Recommendations, written agreements are expected
between it and each of its directors. The Company is formalising suitable agreements which, when signed,
will satisfy the Recommendations in this regard.
Board Performance Evaluation and Succession Planning
At least annually, the Board conducts reviews of its performance, policies and practices. Reviews include
examination and evaluation of:
•
•
•
•
•
the effectiveness and composition of the Board, including the required mix of skills, experience,
diversity and other qualities that the directors collectively bring to the Board;
the professional development of directors to enable each to develop and maintain the skills and
knowledge needed for the effective performance of their role;
the Company’s strategic direction, objectives, and corporate governance practices;
the objectives and achievements of the Group Managing Director and Chief Executive Officer
and each of the Senior Executives and
the organisational structure and succession planning for the Company’s Senior Executives and
for the Board itself.
In addition, the Chairman discusses their individual performance with Directors throughout the year.
The Board reviewed its performance and the performance of its committees, individual Directors and all
Senior Executives in respect of the year ended 30 June 2015.
- 18 -
Principle 3 – Act ethically and responsibly
Code of Conduct
The Company has a Code of Conduct to guide the Board and Senior Executives as to the practices necessary
to maintain confidence in the Company and in the 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 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 unfairly
judged. 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 on gender. As at 30 June 2015, the personnel of the Group, not
including casual employees, comprised:
Board
Senior Executives (including Executive Directors)
Total all personnel
Men
5
3
112
Women
1
3
143
Women comprise 38% of Senior Executives and Board directors. The objective of 30% female composition of
the Board and Senior Executive group combined was therefore achieved. At that date, 56% of Group
employees (excluding casual academic staff) were women. The objective is to have an equal balance of men
and women employees (excluding casual academic staff).
Group employees have a wide range of qualifications, experience, periods of service, ethnic and cultural
backgrounds.
Share Trading Policy
A copy of the Company’s policy on the trading of the Company’s securities is on the Company’s website
(www.academies.edu.au).
The policy requires that the Company’s directors, managers, employees, advisers and contractors must not
trade in the Company’s securities while in possession of price sensitive information.
Principle 4 – Safeguard integrity in corporate reporting
Audit and Risk Committee
During the year to 30 June 2015, the Audit and Risk Committee comprised Dr John Lewis Schlederer and
Chiang Meng Heng. The Committee was chaired by Dr John Lewis Schlederer.
Details of the qualifications, skills and expertise of the directors appointed to the Audit and Risk Committee
and their attendance at meetings of the committee are included in the Directors’ Report in the Company’s
Annual report.
Until the appointment to the Committee on 17 July 2015 of Bill Say Mui Foo as its Chairman, the Company
did not comply with the Recommendations that there be a minimum of three members, that the Chairman is
- 19 -
not also the Chairman of the Board and that the Committee has a majority of independent directors. Since the
appointment of Bill Say Mui Foo to the Committee, the Company complies with all three of these
Recommendations.
The Company has consistently complied with the Recommendation that all members of the Committee be
non-executive.
The functions of the Audit and Risk Committee encompass:
Financial reporting
Financial, legal and operational risk management
External audit
Internal financial controls
In the year to 30 June 2015, the Group Managing Director, Directors, Group Finance Manager and external
auditors attended Audit and Risk Committee meetings at the invitation of the Committee.
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
It is Company policy that it complies with its continuous disclosure obligations under the ASX Listing Rules.
Directors, employees and contractors must immediately notify the Group Managing Director and Chief
Executive Officer or Company Secretary if they become aware of any information that should be considered
for release to the market. The information is reviewed by the Board and, if considered appropriate, disclosure
is made to the ASX.
The Company will not release any such 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).
Principle 6 – Respect the rights of security holders
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 information on future
developments.
All documents that are released publicly (i.e. ASX Announcements and Annual Reports), together with this
Statement and all Company charters and policies referenced in this Statement, are available on the Company's
website (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 resolutions. The Board also requests that the external auditors 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 auditors’ report.
- 20 -
Investor enquiries about the Company are welcomed and are responded to, within the provisions of the Listing
Rules, by the Group Managing Director and Chief Executive Officer or Company Secretary.
The Company prefers enquiries via email to address: companysecretary@academies.edu.au.
Investors may elect for their communications from the Company to be by electronic means.
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.
Material business risks that have the potential to adversely impact the Company’s operations are addressed,
comprising:
a. Financial risk
b. Strategic and operational risk
c. Legal risk
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 and Chief Executive Officer for
operational risk.
The Board acknowledges that the policies are designed to provide reasonable but not absolute protection
against error and irregularity and that they are intended to identify control issues that require the attention of
the Board or Audit and Risk Committee.
Management periodically monitors and assesses business risks and reports to the Audit and Risk Committee
on the identification, reporting, mitigation and management of material business risks.
The Company has internal control processes to ensure that information presented to senior management and
the Board is relevant, accurate and timely. The control processes include, among other things:
annual audit and half year review by the external auditors;
-
- management review of the financial reports and internal control environment;
-
- monthly review of operational and financial performance compared to budget, forecasts and
comparative analyses and measurement of business performance and
other expectations.
The Board reviews the adequacy and implementation of the risk management and internal compliance and
control systems on an annual basis. There is currently no internal audit function due to the size of the Group.
The Board requires and facilitates the continuous evaluation and improvement of the Company’s risk
management and internal control processes. The qualifications, experience and performance of personnel
involved in financial processes and controls are assessed at least annually. As the Group grows, consideration
will be given to establishing an internal audit function – either staffed in-house or on contract with an external
firm.
For the annual and half-year accounts released publicly, the Board receives assurance from the Group
Managing Director (Chief Executive Officer) and the Chief Financial Officer that, in their opinion:
-
-
-
the financial records of the Group have been properly maintained in accordance with s 286 of the
Corporations Act 2001;
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
these representations are based on sound systems of risk management and internal control and that the
systems operate effectively in all material respects in relation to financial reporting.
- 21 -
The Board received these assurances in respect of the year ended 30 June 2015.
The Board considers that the Company does not have any material exposure to economic, environmental and
social sustainability risks.
Principle 8 – Remunerate fairly and responsibly
Remuneration Policies
The Remuneration Committee annually reviews and makes recommendations to the Board on the
remuneration packages and policies applicable to the Group Managing Director and Chief Executive Officer,
Senior Executives and Directors themselves. This role includes responsibility for fairness in remuneration,
share option, performance and retention incentive schemes, superannuation entitlements, retirement and
termination entitlements, fringe benefit policies and professional indemnity and liability insurance policies.
Remuneration levels are set to attract and retain appropriately qualified and experienced directors and
personnel.
The Company’s policies and practices regarding the remuneration of Non-executive Directors and the
remuneration of Executive Directors and other Senior Executives are set out in the Remuneration Report,
which is a section of the Directors’ Report in the Company’s Annual Report.
Remuneration Committee
The role of the Remuneration Committee is to assist the Board with the application of its remuneration
policies.
During the year to 30 June 2015 and to the date of this statement, the Remuneration Committee comprised Dr
John Lewis Schlederer, Chiang Meng Heng and Christopher Elmore Campbell. The Committee is chaired by
Dr John Lewis Schlederer.
Details of the members of the Remuneration Committee and their attendance at meetings of the Committee are
included in the Directors’ Report in the Company’s Annual Report.
The structure of the committee is consistent with the Recommendations in that it comprises at least three
members and has an independent chair. However, only one of the three members is an independent director.
The Company closed its Performance Incentive Plan in October 2013. The Remuneration Committee is
presently engaged in assessing suitable performance based remuneration programs aligned to the Company’s
short and long term performance objectives. All the Non-executive Directors and Senior Executives are
presently on fixed remuneration arrangements.
There is no scheme for retirement benefits for non-executive directors, other than statutory superannuation.
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 website at
www.academies.edu.au
- 22 -
^
PILOT PARTNERS
Chartered Accountants
Level 10. Waterfront Place
1 Eagle St. Brisbane 4000
PO Box 7095 Brisbane-'. 001
Queensland Australia
P+61 7 3023 1300
F+61 7 3229 1227
pilotpartners. com. au
AUDITORS INDEPENDENCE DECLARATION
UNDER SECTION 307C OF THE CORPORATIONS ACT 2001
TO THE DIRECTORS OF ACADEMIES AUSTRALASIA GROUP LIMITED
I declare that to the best of my knowledge and belief, during the year ended 30 June 2015 there have been:
1. no contraventions of the auditors' independence requu-ements as set out m the Corporations Act 2001 in
relation to the audit; and
2. no contraventions of any applicable code of professional conduct in relation to the audit.
PILOT PARTNERS
/7^\
MICHAEE'.'HUYNOR
2_^ September 2015
Level 10
1 Eagle Street
Brisbane, Queensland 4000
AEN 60 OS3 687 769 I P;. st "> a rogistc red trade indrk liccn$°a to P . ^. t Partners [ L(. ;,3i _y. :!T;ted oyascnome LppraveL i-inde-' Prot-essional Sl:Lnaards Lev . slation
Member ofNexia International, a worldwide network of independent accounting and consulting firms.
-23-
ACADEMIES AUSTRALASIA GROUP LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 June 2015
Note 2015
$000s
2014
$000s
Restated
Revenue from continuing operations
Student acquisition and teaching costs
Cost of goods sold
Gross profit
Personnel expenses
Premises expenses
Other administration expenses
Other income
Earnings before interest, depreciation and amortisation
Depreciation and amortisation expense
Interest paid
Interest received
Profit before income tax
Income tax expense
Profit for the year
Other comprehensive income:
Exchange differences on translating foreign controlled entities
Net loss on revaluation of assets
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Profit attributable to:
Owners of the parent entity
Non-controlling interests
Total comprehensive income attributable to:
Owners of the parent entity
Non-controlling interests
Earnings per share (cents per share)
Basic
Diluted
Dividends per share (cents)
The accompanying notes form part of these financial statements.
- 24 -
2
3
3
3
3
2
4
7
7
8
56,755
(24,167)
-
32,588
(17,621)
(7,589)
(6,127)
1,251
715
1,966
(1,519)
(916)
81
(388)
561
173
35
-
35
208
(3)
176
173
32
176
208
0.0
0.0
4.5
41,205
(14,653)
(1,549)
25,003
(11,707)
(5,453)
(3,687)
4,156
2,406
6,562
(767)
(305)
69
5,559
(1,264)
4,295
(25)
(719)
(744)
3,551
4,278
17
4,295
3,534
17
3,551
7.9
7.1
5.0
ACADEMIES AUSTRALASIA GROUP LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2015
Note
2014
2013
2015
$000s $000s
$000s
Restated Restated
Current Assets
Cash and cash equivalents
Trade and other receivables
Inventories
Other current assets
Investments
Total Current Assets
Non-Current Assets
Trade and other receivables
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
Trade and other payables
Borrowings
Provisions
Total Non-Current Liabilities
Total Liabilities
Net Assets
Equity
Share capital
Share capital contracted to be issued
Accumulated losses
Asset revaluation reserve
Foreign currency translation reserve
Non-controlling interests
Total Equity
9
10
11
12
10
14
15
16
17
4
18
19
17
18
19
20a
20b
7,078
8,884
-
4,096
3,224
23,282
4,553
6,790
1,820
33,097
46,260
69,542
20,354
-
5,653
1,750
27,757
1,300
9,825
5,098
16,223
43,980
25,562
32,533
-
(7,377)
-
93
313
25,562
7,833
8,798
-
2,412
2,618
21,661
6,225
6,637
1,114
28,770
42,746
64,407
24,617
297
1,319
1,556
27,789
-
2,665
5,740
8,405
36,194
28,213
25,446
7,087
(4,581)
-
58
203
28,213
4,992
2,417
3,815
1,821
903
13,948
-
3,759
1,224
10,408
15,391
29,339
10,256
456
969
752
12,433
-
2,402
1,488
3,890
16,323
13,016
18,372
-
(6,502)
1,063
83
-
13,016
The accompanying notes form part of these financial statements.
- 25 -
ACADEMIES AUSTRALASIA GROUP LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
As at 30 June 2015
Ordinary
Shares
Other
Equity
Retained
Profits
Reserves
Non -
Controlling
Interests
Total
$000s
$000s
$000s
$000s
$000s
$000s
Year ended 30 June 2015
Balance at 1 July 2014 restated
25,446
7,087
(4,581)
Profit for the period
Exchange differences on translating
foreign operations
Total comprehensive income for
the year
Shares contracted to be issued
(Acquisition of subsidiary)
Acquisition of subsidiaries
Dividend paid
-
-
-
-
-
-
7,087
(7,087)
-
-
(3)
-
(3)
-
-
(2,793)
(7,377)
58
-
35
35
-
-
-
93
203
176
28,213
173
-
35
176
208
-
15
(81)
313
-
15
(2,874)
25,562
Balance at 30 June 2015
32,533
Year ended 30 June 2014
Balance at 1 July 2013 as
preiously reported
Restatement (Note 1)
Balance at 1 July 2013 restated
Profit for the period restated
Exchange differences on translating
foreign operations
Asset revaluation reserve
Total comprehensive income for
the year restated
Shares contracted to be issued
(Acquisition of subsidiary)
Share issue (PIP)
Share issue (Placement)
Acquisition of subsidiaries
Dividend paid
18,372
-
18,372
-
-
-
-
-
(484)
3,808
3,750
-
-
-
-
-
-
-
-
-
-
7,087
-
-
-
-
Balance at 30 June 2014 restated
25,446
7,087
The accompanying notes form part of these financial statements.
- 26 -
(4226)
(2,276)
(6,502)
4,278
1,146
-
1,146
-
15,292
(2,276)
13,016
-
-
17
4,295
-
344
(25)
(1,063)
-
-
(25)
(719)
4,622
(1,088)
17
3,551
-
-
-
-
(2,701)
(4,581)
-
-
-
-
-
-
-
186
7,087
(484)
3,808
3,936
-
(2,701)
58
203
28,213
ACADEMIES AUSTRALASIA GROUP LIMITED
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 30 June 2015
Cash Flows from Operating Activities
Receipts from customers
Payments to suppliers and employees
Interest received
Finance costs
Income taxes paid
Note
2015
$000s
2014
$000s
60,047
(57,751)
190
(916)
(932)
44,410
(40,166)
73
(305)
(1,097)
Net cash provided by (used in) operating activities
24a
638
2,915
Cash Flows from Investing Activities
Proceeds from sale of plant & equipment
Purchase of plant & equipment
Net cash on acquisition/disposal of subsidiaries
Net cash provided by (used in) investing activities
Cash Flows from Financing Activities
Dividends paid
Proceeds from borrowings
Repayment of borrowings
Proceeds from share placement
Non recurring payment (Performance Incentive Plan)
Net cash provided by (used in) financing activities
Net increase in cash held
Net cash at the beginning of the financial year
Net cash at the end of the financial year
9
32
(649)
(9,366)
(9,983)
(2,874)
10,476
(1,472)
-
-
6,130
(3,215)
7,833
4,618
39
(1,805)
1,701
(65)
(2,701)
1,784
(1,893)
3,808
(1,007)
(9)
2,841
4,992
7,833
The accompanying notes form part of these financial statements.
- 27 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
This 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 (AASB) and the Corporations Act 2001.
The financial report includes the consolidated financial statements of Academies Australasia Group Limited
and controlled entities (the Group). Details of the parent entity can be found in Note 28 on page 58.
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
which 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.
New, revised or amending Accounting Standards and Interpretations
The Group has adopted all of the new, revised or amending Accounting Standards and Interpretations issued
by the AASB that are mandatory for the current reporting period.
Except for the early-adoption of AASB 15 ‘Revenue from Contracts with Customers’, referenced below, no
other new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have
been adopted early.
Bases of preparation
Except as noted below in respect of the early-adoption of AASB 15, the accounting policies set out below
have been consistently applied to all years presented.
The financial report has been prepared on the accruals basis and is based on historical costs, modified by the
revaluation of certain non-current assets, financial assets and financial liabilities, for which the fair value
basis of accounting has been applied. The financial report is presented in Australian Dollars and rounded to
the nearest thousand dollars in accordance with Class Order 98/100.
Early-adoption of AASB 15 ‘Revenue from Contracts with Customers’ and re-statement of
comparative amounts
With effect from 1 July 2014, the consolidated entity has early-adopted the new Accounting Standard AASB
15 ‘Revenue from Contracts with Customers’. This Standard applies to annual reporting periods beginning
on or after 1 January 2017 and it may be applied to annual reporting periods beginning on or after 1 January
2005.
The consolidated entity, in adopting the new AASB 15, changed its basis for recognising income in
accordance with that standard. The change follows analysis of the Group’s contracts with its customers, the
rights and obligations emanating from those contracts and the possible risks associated with receiving
payments for revenue generating contractual services provided by the Group. In making its assessments, the
Group formed its opinion for the appropriate accounting based on its business judgement and careful
consideration of the customer contract.
- 28 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Each contract was broken down into performance obligations and revenue to be recognised as those
performance obligations are completed.
Revenue is recognised over the period of tuition, upon completion of specific performance obligations of
each of the contracts. No revenue is recognised prior to a student commencing the tuition phase of delivery.
As all student contracts are for the provision of tuition, income for tuition is recognised as training is
provided. Payment terms vary from contract to contract but in most cases cash is received prior to the
performance obligation being delivered. Foreign students in particular are required to pay some level of
tuition in advance. Monies received in advance are held as unearned income and recognised as revenue as the
performance obligations are satisfied. The Group’s obligations in respect of refunds cease after the course
commences. Some refunds are issued after commencement in hardship cases.
The adoption of the requirements of AASB 15 provides more relevant information concerning the delivery of
services and the transfer of risks in providing the services.
In early-adopting the new Standard the Group re-stated the Statement of Comprehensive Income for the year
ended 30 June 2014 as well as the Statement of Financial Position as at 30 June 2014.
The effects of early-adopting the new Standard were as follows:
Statements of comprehensive income:
Decrease in revenue (unearned fee income)
Decrease in costs of services (recruitment costs deferred)
Decrease in income tax expense
Decrease in total comprehensive income
Decrease in profit attributable to non-controlling interests
Decrease in profit attributable to members of the parent entity
Statements of financial position:
Increase in prepayments (recruitment costs deferred)
Increase in deferred tax assets
Increase in payables, current (unearned fee income)
Decrease in deferred tax liability
Decrease in net assets
2015
$000s
(1,018)
237
220
(561)
(14)
(547)
1,253
1,419
6,614
-
(3,942)
2014
$000s
(2,104)
589
410
(1,105)
(119)
(986)
1,185
1,114
5,765
(85)
(3,381)
Decrease in retained profits at the beginning of the financial
period
Decrease in net profit after tax and minority interests for the
financial period
Decrease in non-controlling interests
Decrease in total equity
(3,262)
(2,276)
(547)
(133)
(3,942)
(986)
(119)
(3,381)
Early-adopting the new Standard had no effect upon the Cash Flow Statements.
- 29 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Accounting Policies
a.
Basis of consolidation
The consolidated financial statements incorporate all of the assets, liabilities and results of the parent
(Academies Australasia Group Limited) and all its subsidiaries (including any structured entities).
Subsidiaries are entities the parent controls. The parent controls an entity when it is exposed to, or has rights
to, variable returns from its involvement with the entity and has the ability to affect those returns through its
power over the entity. A list of the subsidiaries is provided in Note 13 on page 44.
The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the
Group from the date on which control is obtained by the Group. The consolidation of a subsidiary is
discontinued from the date that control ceases. Intercompany transactions, balances and unrealised gains or
losses on transactions between group entities are fully eliminated on consolidation. Accounting policies of
subsidiaries have been changed and adjustments made where necessary to ensure uniformity of the
accounting policies adopted by the Group.
Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as “non-
controlling interests”. The Group initially recognises non-controlling interests that are present ownership
interests in subsidiaries and are entitled to a proportionate share of the subsidiary’s net assets on liquidation
at either fair value or at the non-controlling interests’ proportionate share of the subsidiary’s net assets.
Subsequent to initial recognition, non-controlling interests are attributed their share of profit or loss and each
component of other comprehensive income. Non-controlling interests are shown separately within the equity
section of the statement of financial position and statement of comprehensive income.
b.
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 is 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).
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.
- 30 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
c.
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.
d.
Trade and other receivables
Trade and other receivables include amounts due from customers for services performed and goods sold in
the ordinary course of business. Receivables expected to be collected within 12 months of the end of the
reporting period are classified as current assets. All other receivables are classified as non-current assets.
Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost
using the effective interest method, less any provision for impairment. Refer to Note 10 on page 42 for
further information on the determination of impairment losses.
e.
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.
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.
Classification and Subsequent Measurement
Financial assets at fair value through profit or loss
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.
- 31 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Loans and receivables
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.
Available-for-sale investments
iii.
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.
Financial Liabilities
iv.
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. They are categorised as a
Level 1 in the fair value hierarchy of the Accounting Standards (market inputs are used to determine fair
value).
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 15: Revenue. Where the entity gives guarantees in
exchange for a fee, revenue is recognised under AASB 15.
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.
- 32 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Interest borrowing costs
Interest payable costs are recognised as expenses in the period in which they are incurred.
f.
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 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.
Operating lease rental payments are recognised on a straight line basis over the lease term and contingent
rental payments are recognised in the period when incurred.
Assets receivable under lease incentives are recognised when the Group has a contractual right to them and
they can be reliably estimated. Where applicable, specific categories of assets received under such
arrangements are recognised in the appropriate asset heading and accounted for in accordance with the
Group’s applicable accounting policy for that asset.
Lease incentives under operating leases are recognised as a liability and amortised as a reduction in rent on a
straight-line basis over the lease term, unless another systematic basis is more representative of the time
pattern in which the economic benefits from the leased asset are consumed.
g.
Plant and equipment
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.
h.
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 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.
- 33 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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%
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
statement of comprehensive income.
i.
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
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.
- 34 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
j.
Intangible assets
Intangible assets include course development costs and other intangible assets.
Course development costs are capitalised where they can be related to the development of an identifiable and
separable resource and which yields particular streams of future economic benefits. They are only capitalised
when technical feasibility studies identify that the project is expected to deliver future economic benefits and
these benefits can be measured reliably. These capitalised costs are amortised over their useful lives starting
from the time the development of a particular resource is complete and available for use.
k.
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 statement of comprehensive income.
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.
l.
Trade and other payables
Trade and other payables represent the liabilities for goods and services received by the entity that remain
unpaid at the end of the reporting period. The balance is recognised as a current liability with the amounts
normally paid within 30 days of recognition of the liability.
m.
Provisions and employee benefits
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation.
Provisions are measured at the present value of management’s best estimate of the expenditure required to
settle the present obligation at the balance sheet date. If the effect of the time value of money is material,
provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current
market assessments of the time value of money and, where appropriate, the risks specific to the liability.
Provision is made for the Group’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.
- 35 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
n.
Issued capital
Ordinary shares are classified as equity, and are recognised at the fair value of the consideration received by
the company. Incremental costs directly attributable to the issue of new shares are shown in equity as a
deduction, net of tax, from the proceeds.
o.
Revenue
Revenue derived from the provision of education services is measured at the fair value of consideration
received or receivable to the extent that economic benefits will flow to the Group and the revenue can be
reliably measured. A number of criteria must be met before revenue is recognised. No revenue is recognised
prior to a student commencing the tuition phase of delivery. Revenue is recognised over the duration of each
agreement to provide education services.
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.
Rental revenue is recognised on a straight line accrual basis over the term of the lease.
All revenue is stated net of the amount of goods and services tax (GST).
p. 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.
q.
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.
- 36 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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 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.
r.
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.
Foreign 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.
s.
Earnings per share
Basic earnings per share are calculated as net profit attributable to members of the parent divided by the
weighted average number of ordinary shares.
Diluted earnings per share is calculated as net profit attributable to members of the parent, divided by the
weighted average number of shares both issued and contracted to be issued.
t.
Comparative figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in
presentation for the current financial year.
- 37 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
u.
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 16 on page 48.
No impairment has been recognised in respect of goodwill for the year ended 30 June 2015.
Key Estimates – Revenue
The extent to which performance obligations have been satisfied in respect of student revenue is estimated as
per the revenue policy (Note 1 (o) on page 36).
v.
Segment reporting
An operating segment is a component of an entity
-
that engages in business activities from which it may earn revenues and incur expenses (including
revenues and expenses relating to transactions with other components of the same entity)
- whose operating results are regularly reviewed by the entity’s Board to make decisions about resources
to be allocated to the segment and assess its performance
for which discrete financial information is available
-
The Company has only one operating segment, Education.
- 38 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
2. REVENUE
Operating activities
- Services revenue
- Sale of goods
Non-operating activities
- Rent received
- Revaluation of investment (Note 12)
Interest received
Total Revenue
3. PROFIT FOR THE YEAR
Student acquisition and teaching costs
- Teaching costs
- Agency commission
- Teaching materials
Personnel costs
- Wages and Salaries
- Superannuation
- Payroll Tax
- Other
- Restructuring costs
- Performance Incentive Plan
Premises
- Rental
- Electricity
- Cleaning
- Other
- Expansion
Other administration expenses
- Other administration expenses
- Bad debts
- Restructuring
- Acquisition (of subsidiaries) costs
- 39 -
2015
$000s
2014
$000s
Restated
56,755
-
56,755
109
606
715
81
37,990
3,215
41,205
297
2,109
2,406
69
57,551
43,680
15,699
7,423
1,045
24,167
14,199
1,379
857
750
436
-
17,621
6,042
305
383
357
502
7,589
5,437
308
232
150
6,127
8,066
5,978
609
14,653
9,219
814
574
756
-
344
11,707
4,794
296
255
108
-
5,453
3,687
-
-
-
3,687
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
4. INCOME TAX EXPENSES
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:
Tax payable on (loss)/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
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
11
Note
2015
$000s
2014
$000s
Restated
(116)
677
561
(921)
(343)
(1,264)
(116)
1,668
(104)
(341)
(561)
297
215
(99)
120
(932)
(399)
(244)
(160)
1,264
456
929
(8)
17
(1,097)
297
5. EXECUTIVE DIRECTORS AND OTHER SENIOR EXECUTIVES COMPENSATION
a. Details of Executive Directors and other Senior Executives has been set out in Information on Directors and in
Information on Senior Executives on pages 8 to11.
b. Remuneration for Senior Executives has been included in the Remuneration Report section of the Directors’
Report.
Shareholdings
c.
Number of shares in the Company held by Executive Directors, Senior Executives and parties related to them
Executive Directors and Senior Executives
Christopher Elmore Campbell
Gabriela Rodriguez Naranjo
Gary Cobbledick
Balance
1 July 2014
Purchased
(i)
000s
000s
7,417
15
-
361
10
-
Other
(ii)
000s
-
4,933
Balance
30 June 2015
000s
7,778
25
4,933
(i)
(ii)
Shares purchased on market via the Australian Securities Exchange.
Shares received in partial payment upon acquisition by the Company of Spectra Training
- 40 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
6. AUDITORS’ REMUNERATION
Remuneration of the auditors of the parent entity for:
- Auditing and reviewing the financial report
- Taxation services
- Taxation services – under provision prior year
- Due diligence and other services
Remuneration of other auditors of subsidiaries for:
- Auditing and reviewing the financial report
- Taxation services
- Other services
7. EARNINGS PER SHARE
Basic (cents per share)
Diluted (cents per share)
2015
$000s
2014
$000s
193
72
34
33
332
35
8
9
52
186
73
-
217
476
15
4
-
19
2015
2014
Restated
0.0
0.0
7.9
7.1
Weighted average number of ordinary shares used in calculation of basic
earnings per share
61,538,998
54,401,130
a. The earnings amount used was ($3,000) (2014: $4,279,000), being profit on ordinary activities after tax
attributable to owners of the parent entity.
8. DIVIDENDS
Distributions recognised
2015
$000s
2014
$000s
Year ended 30 June 2015 interim ordinary dividend of 1.5 cents per share, fully
franked, (2014: 2.5 cents fully franked)
931
1,404
Year ended 30 June 2014 final ordinary dividend of 3.0 cents per share, fully
franked, paid in 2015 (2013 2.5 cents fully franked paid in 2014)
Interim fully franked ordinary dividend of 2.5 cents per share 2013 returned
a.
b.
Dividends proposed or declared but not recognised in the financial
statements:
Proposed ordinary dividend of 0 cents per share (2014: 3.0 cents, fully
franked)
Balance of franking account at year end adjusted for franking credits
arising from payment of income tax
1,862
-
2,793
-
2,891
1,319
(22)
2,701
1,862
3,646
- 41 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
9. CASH AND CASH EQUIVALENTS
Cash at bank and on hand
7,078
7,833
2015
$000s
2014
$000s
The balance on the overdraft account is $2,460,000 (2014: $nil) (note 18). The net cash position is $4,618,000 (2014:
$7,833,000)
Included in the above amounts are tuition fees held in Tuition Protection Scheme (TPS) accounts in Australia.
In 2012 the Education Services for Overseas Student Act 2000 (“ESOS Act”) was amended to provide additional
protection for international students studying in Australia. With effect from 1 July 2013, the Group is required to
maintain, in Australia, separate bank accounts (TPS accounts) for prepaid fees received from international students
prior to commencement of their course. Once the students commence their course, the funds may be transferred from
the TPS accounts to operating cash reserves. At all times, the Group must ensure that there are sufficient funds in the
TPS accounts to repay any prepaid tuition fees to international students who have not yet commenced their course.
Fees paid by students who have commenced their course are deposited directly to operating cash reserves. All fees
received, whether deposited to TPS or Group cash reserves are initially accounted for as unearned income, being
subject to the Group’s revenue recognition policy.
As at 30 June 2015, the Group held $5,283,000 (2014: $5,100,000) in TPS accounts.
10. TRADE AND OTHER RECEIVABLES
CURRENT
Trade receivables
Receivable from the sale of Premier Fasteners
Lease incentives
Other receivables
NON-CURRENT
Receivable from the sale of Premier Fasteners
Lease incentives
TOTAL
Trade receivables
Receivable from the sale of Premier Fasteners
Lease incentives
Other receivables
2015
$000s
2014
$000s
4,987
937
304
2,656
8,884
1,876
2,677
4,553
4,987
2,813
2,981
2,656
13,437
3,157
937
304
4,400
8,798
2,813
3,412
6,225
3,157
3,750
3,716
4,400
15,023
- 42 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
10. TRADE AND OTHER RECEIVABLES (continued)
a. The ageing analysis of trade receivables is as follows:
0 -30 days
31- 60 days – not impaired *
61- 90 days – not impaired *
Over 90 days – not impaired *
2015
$000s
2014
$000s
2,417
609
440
1,521
4,987
1,708
327
214
908
3,157
* 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 Group has an exposure to credit risk in Singapore and Australia given the Group’s operations in those
countries. An amount of $41,000 has been included in trade and other receivables in respect of the business
operations in Singapore. All other receivables of the Group are exposures in Australia.
c. The receivable from the sale of Premier Fasteners is over 4 years in accordance with the terms of the contract for
the sale.
11. OTHER ASSETS
CURRENT
Prepayments and accrued income
Security deposits
Current tax asset
12. INVESTMENTS
CURRENT
Shares in Listed Corporations
2015
$000s
2014
$000s
Restated
3,225
472
399
4,096
2,247
165
-
2,412
2015
$000s
2014
$000s
3,224
3,224
2,618
2,618
- 43 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
13. CONTROLLED ENTITIES
Academies Australasia Group Limited (Ultimate Parent Entity)
Subsidiaries (controlled directly or indirectly)
ACA Investment Holdings Pte. Limited
Academies Australasia (Management) Pty Limited
Academies Australasia College Pte. Limited
Academies Australasia Institute Pty Limited
Academies Australasia Polytechnic Pty Limited
Academies Australasia Pty Limited
Academy of English Pty Limited
AKG Investment Holdings Pty Limited
AKG2 Investment Holdings Pty Limited
AKG3 Investment Holdings Pty Limited
AKG4 Investment Holdings Pty Limited
AKG5 Investment Holdings Pty Limited (Incorporated 10 July 2014)
AKG6 Investment Holdings Pty Limited (Incorporated 8 August 2014)
AKG7 Investment Holdings Pty Limited (Incorporated 5 November 2014)
AMI Education Pty Limited
Australian College of Technology Pty Limited
Australian Institute of Professional Studies Pty Limited
Australian International High School Pty Limited
Australian Trades Institute Pty Limited
Benchmark Resources Pty Limited T/A Benchmark College
Centre for Australian Education Pte. Limited
Clarendon Business College Pty Limited
DFL Education (Qld) Pty Limited T/A Brisbane School of Hairdressing, Gold Coast
School of Hairdressing and Brisbane School of Beauty
Discover English Pty Limited
International College of Capoeira Pty Limited T/A College of Sports & Fitness
Humanagement Pty Limited T/A Print Training Australia (Acquired 1 July 2014)
Kreate Pty Limited T/A RuralBiz Training
Language Links International (Acquired 16 August 2014)
Live. Laugh. Learn. Pty Limited
Newco CLB Training & Development Pty Limited as trustee for the CLB Unit
Trust T/A Spectra Training
Skilled Placements Pty Limited
Supreme Business College Pty Limited
Transformations – Pathways to Competence and Developing Excellence Pty
Limited T/A Skills Training Australia (Acquired 20 November 2014)
Vostro Institute of Training Australia Pty Limited
Percentage of voting power is in proportion to ownership/control
- 44 -
Country of
Incorporation
Percentage
Owned/Controlled
(%)
2015
2014
Singapore
Australia
Singapore
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Singapore
Australia
Australia
Australia
Australia
Australia
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
51
100
51
75
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
51
-
51
-
100
100
100
100
-
100
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
13. CONTROLLED ENTITIES (continued)
Acquisition of controlled entities
On 16 August 2014 the Group acquired 75% of the issued share capital of Language Links International Pty Limited
(LLI), an English Language college, located in Perth, for a purchase consideration of $289,257 satisfied in cash.
On 20 November 2014 the Group acquired 100% of the issued share capital of Transformations – Pathways to
Competence and Developing Excellence Pty Limited T/A Skills Training Australia (STA), a registered training
organisation, located in Melbourne, that specialises in the delivery of high quality training programs in Nursing,
Disability Services, Community Services, Health and Aged Care, for a purchase consideration payable in cash in three
tranches. The first tranche payment of. $1,250,000 was settled on 20 November 2014. The second tranche payment of
$2,402,000, based on 1.5 times EBIT for the 2015 financial year, was paid on 31 August 2015 and the third tranche,
based on 1 times EBIT for the 2016 financial year is due by 30 August 2016.
The consolidated revenue and profit of the Group if the acquisitions had taken place on 1 July 2014 has not been
disclosed. This is because it is impracticable to determine what the results of these acquisitions might have been prior to
the actual date of acquisition in accordance with the accounting policies of the Group using available accounting
information.
Purchase consideration
- Cash
- Cash payable to vendors
Less:
Cash
Receivables
Property, plant and equipment
Payables
Identifiable assets acquired and liabilities assumed
Group share
Goodwill
Purchase consideration settled in cash
Cash inflow on acquisition
LLI
STA
Fair Value
Fair Value
$’000s
75%
$’000s
100%
289
-
289
94
-
127
(21)
200
150
139
289
94
1,250
3,800
5,050
75
817
157
(407)
642
642
4,408
5,050
75
It is impracticable to disclose the profit of these acquisitions since acquisition and include them in the consolidated
statement of comprehensive income. This is because they form part of the Group’s education operation which is managed
as a unit. Some costs can be determined only from a Group perspective and cannot be allocated specifically to them.
Consequently, it is not possible to determine separate results for these acquisitions.
- 45 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
14. PLANT AND EQUIPMENT
2015
$000s
2014
$000s
Plant and equipment
At cost
Accumulated depreciation
Leasehold improvements
At cost
Accumulated amortisation
Leased plant and equipment
Capitalised leased assets
Accumulated depreciation
Total plant & equipment
Year ended 30 June 2015
$000s
$000s
Plant and
equipment
Leasehold
improvements
Balance at the beginning of the year
Additions
Acquisitions
Transfers
Disposals
Depreciation expense
Net foreign currency difference arising on
translation of financial statements of foreign
operations
Carrying amount at the end of the year
Year ended 30 June 2014
Balance at the beginning of the year
Revaluation
Additions
Acquisitions
Disposals
Depreciation expense
Net foreign currency difference arising on
translation of financial statements of foreign
operations
Carrying amount at the end of the year
4,116
516
184
82
-
(492)
4
4,410
1,034
-
2,953
736
(205)
(402)
-
4,116
2,306
516
100
(82)
(130)
(465)
9
2,254
2,701
(719)
957
844
(1,110)
(365)
(2)
2,306
- 46 -
5,307
(3,053)
2,254
6,695
(2,285)
4,410
215
(89)
126
6,790
Leased
plant and
equipment
$000s
215
-
-
-
-
(89)
-
126
24
-
215
-
(24)
-
-
215
5,043
(2,737)
2,306
5,762
(1,646)
4,116
215
-
215
6,637
Total
$000s
6,637
1,032
284
-
(130)
(1,046)
13
6,790
3,759
(719)
4,125
1,580
(1,339)
(767)
(2)
6,637
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
15. DEFERRED TAX ASSETS / LIABILITIES
Future income tax benefit (liability)
2015
$000s
2014
$000s
Restated
1,820
1,114
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
3,261
(1,592)
151
1,820
Deferred Tax Assets
Provisions
Unearned income
Other
Deferred Tax Liabilities
Plant & equipment
Investments
Prepayments and other
Losses
Total
Opening
Balance
$000s
Charged To
Income
$000s
Acquired
$000s
409
1,978
72
2,459
(271)
(686)
(529)
(1,486)
141
1,114
184
357
227
768
1
(182)
80
(101)
10
677
34
-
-
34
-
-
(5)
(5)
-
29
2,459
(1,486)
141
1,114
Closing
Balance
$000s
627
2,335
299
3,261
(270)
(868)
(454)
(1,592)
151
1,820
Deferred tax assets not brought to account, the benefits of which will only be
realised if the conditions for deductibility set out in Note 1(q) occur:
Tax losses:
-operating losses
2015
$000s
2014
$000s
524
407
- 47 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
16. INTANGIBLE ASSETS
Goodwill at cost
Accumulated impairment losses
Net carrying value
Course development costs
Accumulated amortisation
Net carrying value
Other at cost
2015
$000s
32,663
(382)
32,281
1,590
(843)
747
69
33,097
2014
$000s
27,814
(382)
27,432
1,540
(352)
1,188
150
28,770
Year ended 30 June 2015
Balance at the beginning of the year
Acquisition of Vostro Institute of Training
Acquisition of RuralBiz Training
Acquisition of Spectra Training
Acquisition of Language Links International
Acquisition Skills Training Australia
Foreign exchange Academies Australasia College
Rebranding costs amortisation
Course development costs acquisition
Course development costs amortisation
Balance at the end of the year
Year ended 30 June 2014
Balance at the beginning of the year
Sale of Premier Fasteners
Acquisition of DFL Education (QLD)
Acquisition of Vostro Institute of Training
Acquisition of College of Sport & Fitness
Acquisition of RuralBiz Training
Acquisition of Spectra Training
Rebranding costs amortisation
Balance at the end of the year
Goodwill
$000s
27,432
90
36
167
139
4,408
9
-
-
-
32,281
10,345
(1,892)
4,157
2,235
401
131
12,055
-
27,432
Course
Development
Costs
$000s
Other
Total
$000s
$000s
1,188
-
-
(22)
-
-
-
-
54
(473)
747
-
-
-
-
-
-
1,188
-
1,188
150
(5)
-
(69)
-
-
-
(7)
-
-
69
63
-
13
11
-
-
71
(8)
150
28,770
85
36
76
139
4,408
9
(7)
53
(473)
33,097
10,408
(1,892)
4,170
2,246
401
131
13,314
(8)
28,770
- 48 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
16. INTANGIBLE ASSETS (continued)
The recoverable amount of each cash generating unit is determined based on value in use calculations based upon 5 year
forecasting. The model includes a sensitivity analysis allowing for a range of growth rates.
The following assumptions were used in the value in use calculations:
Education segment
5%
10%
2.5
Growth rate
Discount rate
Terminal Multiple
The growth rate is a long-term average growth rate.
The discount rate used reflects entity and market specific factors
To generate impairment, the discount rate would need to be in excess of 20% or growth rates would need to be negative.
17. TRADE AND OTHER PAYABLES
CURRENT
Unsecured Liabilities
Trade payables
Tuition fees in advance
Sundry payables and accrued expenses
Payable to the vendors of STA
Payable to the vendors of Spectra Training
NON-CURRENT
Unsecured Liabilities
Payable to the vendors of STA
TOTAL
Trade payables
Tuition fees in advance
Sundry payables and accrued expenses
Payable to the vendors of STA
Payable to the vendors of Spectra Training
18. BORROWINGS
CURRENT
Secured Liabilities – Interest Bearing
Bank bills
Overdraft
Lease purchase agreements
NON-CURRENT
Secured Liabilities – Interest Bearing
Bank bills
Lease purchase agreements
18a
18a
18a
18a
18a
- 49 -
2015
$000s
2014
$000s
Restated
1,872
11,939
4,043
17,854
2,500
-
20,354
1,476
9,875
4,603
15,954
-
8,663
24,617
1,300
-
1,872
11,939
4,043
3,800
-
21,654
2015
$000s
3,087
2,460
106
5,653
9,737
88
9,825
1,476
9,875
4,603
-
8,663
24,617
2014
$000s
1,238
-
81
1,319
2,503
162
2,665
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
18. BORROWINGS (continued)
Note
2015
$000s
2014
$000s
a. Total current and non-current secured liabilities:
Bank bills
Overdraft
Lease purchase agreements
27
27
21, 27
b. The carrying amounts of non-current assets pledged as security are:
Floating charge over assets
Plant and equipment
12,824
2,460
194
15,478
41,182
125
41,307
3,741
-
243
3,984
40,261
215
40,476
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 21).
d. The lease purchase borrowings are additionally secured on the leased asset. The leases are due for repayment in
2017.
19. PROVISIONS
CURRENT
Employee entitlements
Lease incentives
NON-CURRENT
Employee entitlements
Lease incentives
TOTAL
Employee entitlements
Lease incentives
2015
$000s
1,191
559
1,750
914
4,184
5,098
2,105
4,743
6,848
2014
$000s
964
592
1,556
807
4,933
5,740
1,771
5,525
7,296
- 50 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
20. SHARE CAPITAL
a.
Issued Share Capital
2015
Share number
2015
$000s
2014
Share number
2014
$000s
Ordinary shares fully paid
62,063,484
$32,533
56,157,234
$25,446
Ordinary share capital
Balance at the beginning of the financial year
56,157,234
$25,446
48,254,297
$18,372
Placement of ordinary shares on 2 August 2013
Ordinary shares issued on 1 December 2013 on
acquisition of DFL Education (QLD)
Ordinary shares issued on 9 November 2012 (PIP)
and cancelled in September 2013
Ordinary shares issued on 23 July 2014 on
acquisition of Spectra Training – 1st tranche
Ordinary shares issued on 1 October 2014 on
acquisition of Spectra Training – 2nd tranche
-
-
-
-
-
-
5,340,000
$3,808
3,409,091
$3,750
(846,154)
$(484)
4,406,250
$5,287
1,580,000
$1,500
-
-
-
-
Balance at the end of the financial year
62,063,484
$32,533
56,157,234
$25,446
b. Shares contracted to be issued
Ordinary shares fully paid to be issued on acquisition
of 100% of Spectra Training
-
-
5,906,250
$7,087
i. 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.
ii. Capital Management.
Management controls the capital of the Group in order to maintain an acceptable 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 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.
- 51 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
21. LEASING COMMITMENTS
Lease purchase commitments
Payable – minimum lease payments
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
Note
2015
$000s
2014
$000s
99
109
208
(14)
194
93
172
265
(22)
243
17a
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 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
2015
$000s
6,417
13,463
15,809
35,689
2014
$000s
5,511
13,508
17,690
36,710
The Group leases property under operating leases expiring from 1 year to 15 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. During the year, the Group acquired a number of new leases. Lease incentives have been recognised in
accordance with the Group’s accounting policies.
22. CONTINGENT LIABILITIES AND CONTINGENT ASSETS
Contingent Liabilities
Guarantees
There is a corporate guarantee between wholly owned Group companies as security for bank facilities. This guarantee
does not include:
Academies Australasia College Pte. Limited
Centre for Australian Education Pte. Limited
DFL Education (Qld) Pty Limited
Kreate Pty Limited
Language Links International Pty Limited
Humanagement Pty Limited
- 52 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
23. SEGMENT REPORTING
Primary reporting – Business segments
Revenue
External sales
Other 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
Acquisition of non-current segment assets
Depreciation and amortisation of segment
assets
Business segments
Major products/services of business segments:
FASTENERS
EDUCATION
CONSOLIDATED
2015
$000s
2014
$000s
2015
$000s
2014
$000s
Restated
2015
$000s
2014
$000s
Restated
-
-
-
-
-
-
-
-
3,215
-
3,215
56,755
796
57,551
37,990
2,475
40,465
56,755
796
57,551
41,205
2,475
43,680
359
(388)
6,469
(388)
6,828
69,542
60,325
43,980
35,276
-
(1,269)
(388)
5,559
69,542
-
60,325
4,082
69,542
64,407
43,980
-
35,276
918
43,980
36,194
1,032
4,079
1,032
4,125
1,519
595
1,519
650
-
-
46
55
Education
Fasteners
Provision of training and education services
Manufacture, import and sale of fasteners (to 1 December 2013)
Following the sale of Premier Fasteners Pty Limited on 1 December 2013, the Group’s operations became exclusively
the provision of training and education services. The Company has determined that it has only one operating segment,
education.
Geographical information
The Group operates in Australia and Singapore. The revenues and non-current assets of the Group for the year ended 30
June 2015 are as follows:
Geographic Location
Revenues from External Customers
Non-current assets
$000s
Australia
51,520
46,078
A$000s
Singapore
6,031
182
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.
- 53 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
24. CASH FLOW INFORMATION
a. Reconciliation of cash flow from operations with profit after
income tax
2015
$000s
2014
$000s
Restated
Profit after income tax
173
4,295
Non-cash flows in profit (loss)
Amortisation
Depreciation
Net (profit)/loss on disposal of plant and equipment
Write-downs to recoverable amounts
Unrealised gain on investments
Unrealised foreign exchange movement
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 investments
(Increase)/decrease in intangibles
(Increase)/decrease in deferred tax assets
Increase/(decrease) in trade and other payables
Increase/(decrease) in tax payables
Increase/(decrease) in loans
Increase/(decrease) in provisions
Cash flow from operations
b. Borrowing arrangements with banks
Total Facilities
Cash advance facilities available
Amount utilised
Overdraft facility available
Amount utilised
The major facilities are summarised as follows:
965
554
(4)
308
(606)
12
611
-
(1,057)
-
27
(677)
1,689
(816)
-
(541)
638
402
365
(9)
(104)
(2,109)
(22)
(1,432)
112
(357)
(27)
(71)
344
1,925
(176)
5
(226)
2,915
2015
$000s
2014
$000s
14,472
(12,824)
1,648
2,500
(2,460)
40
15,315
(3,741)
11,574
-
-
-
Bank overdrafts
Bank overdraft facilities are arranged with the general terms and conditions being set and agreed annually. Interest
rates are variable and subject to adjustment.
Cash Advance Facilities
$5,472,000 of the facilities expire on 30 June 2016 and $9,000,000 of the facilities expire on 14 June 2019.
- 54 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
25. EVENTS AFTER THE BALANCE SHEET DATE
Rights Issue and Directors’ Loans to the Company
In August 2015, the Board resolved that the Company makes a Rights Issue to shareholders to raise $4,000,000 in cash.
At that time, the Directors, together, had an interest in 65.98% of the total of 62,063,484 shares in the Company. Each
of the Directors having an interest in the shares of the Company committed to subscribe for their share of the Rights
Issue, meaning that $2,639,200 was committed. These same Directors extended loans to the Company to the total of
$2,639,200 on the basis that these loans will be converted to their respective shares of the Rights Issue, when
subscriptions for the Rights Issue open. The Directors’ commitments to the Rights Issue (equal to the loan amounts) are
as follows:
Directors' with interests in shares
Shares
Percentage
of Total
Pro Rata share
of $4,000,000
Rights Issue
Loan to
Company
Dr John Lewis Schlederer
1,450,000
2.34%
$93,600
$93,600
Chiang Meng Heng
25,291,886
40.75%
$1,630,000
$1,630,000
Christopher Elmore Campbell
7,777,777
12.53%
$501,200
$501,200
Gabriela del Carmen Rodriguez Naranjo
25,000
0.04%
$1,600
$1,600
Gary William Cobbledick
926,645
1.49%
$59,600
$59,600
Raphael Geminder a
1,473,209
2.37%
$94,800
$94,800
Gary William Cobbledick and
Raphael Geminder a
4,006,396
6.46%
$258,400
$258,400
40,950,913
65.98%
$2,639,200
$2,639,200
a Mr Geminder resigned as a director on 24 September 2015.
Mr Bill Say Mui Foo does not hold, directly or indirectly, any shares in the Company.
Each of the Directors’ loans was made to the Company on or before 25 August 2015. These loans bear interest at the
rate that the ANZ Bank charges the Company for its overdraft facility, and the loans are subordinated to the ANZ
Bank’s debt facilities.
The purpose of the loans, to be repaid from the capital raising of $4,000,000, was primarily to meet the second tranche
payment for the acquisition of STA, amounting to $2,402,000, which was made on 31 August 2015. As announced on
20 November 2014, the second tranche payment to the vendor of STA is computed at 1.5 times Earnings before Interest
and Tax for the year ended 30 June 2015. The funds of $2,639,200 loaned by Directors were applied to meet this
payment. Surplus funds were taken to working capital.
The Rights Issue will be a 3 for 14 Renounceable Issue. The shares will be offered at 30 cents each, which reflects a
discount of 12.1% on the volume-weighted average trade price (VWAP) of 34.1 cents for the period 1 September to 25
September 2015. The Issue will be underwritten.
Apart from the matters mentioned above, there were no matters or circumstances that have arisen since the end of the
financial year which significantly affected or may significantly affect the operations of the Group, the results of those
operations, or the state of affairs of the Group in subsequent financial years.
- 55 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
26. RELATED PARTY TRANSACTIONS
Directors’ transactions with the Company and the Group
Details of Directors’ remuneration are set out in the Remuneration Report on page 12. Directors are reimbursed for
expenses incurred by them on behalf of the Group.
Directors’ and specified executives’ relevant interests in shares
Details of Directors’ relevant interests in shares are set out in the Directors’ Report on pages 8 and 9.
Other related party transactions
Transactions between the Company and controlled entities comprise loans, management fees and interest and are
eliminated on consolidation.
27. 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 operations.
i.
Treasury Risk Management
Senior management meets 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 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 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 Group had
not hedged foreign currency transactions as at 30 June 2015. Senior management continues to evaluate this
risk on an ongoing basis.
- 56 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
27. 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
b. Financial Instruments
i.
Interest Rate Risk
The 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
1 year
or less
1 to 5
years
interest rate
Total
$000s
$000s
$000s
$000s
$000s
average
interest
rate
Year ended 30 June 2015
Financial assets
Cash and cash
equivalents
9
1.18%
7,078
Trade and other
receivables
Financial liabilities
Trade and other
payables
Bank bills
Overdraft
Lease purchase
agreements
10
17
18
5.75%
7.17%
18
5.46%
Year ended 30 June 2014
Financial assets
Cash and cash
equivalents
Trade and other
receivables
10
9
Financial liabilities
Trade and other
payables
Bank bills
Lease purchase
agreements
17
18
18
1.02%
5.67%
10.90%
-
-
-
-
9,737
-
88
9,825
-
-
-
-
2,503
162
2,665
-
7,078
13,437
13,437
13,437
20,515
20,354
-
-
-
20,354
20,354
12,824
2,460
194
35,832
-
7,833
15,023
15,023
15,023
22,856
24,617
-
-
24,617
24,617
3,741
243
28,601
-
-
-
-
3,087
2,460
106
5,653
-
-
-
-
7,078
-
-
-
-
-
7,833
-
7,833
-
-
-
-
-
1,238
81
1,319
- 57 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
27. FINANCIAL INSTRUMENTS (continued)
ii.
Net fair values of financial assets and liabilities
The carrying amounts of financial assets and liabilities approximate their net fair value.
iii.
In addition, the Group holds investments recognised at fair value of $3,224,000 (2014: $2,618,000). The
basis for fair value is disclosed in Note 1.
iv.
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.
2015
+/- 2% in interest rates
28. PARENT INFORMATION
Profit
$
(319)
Equity
$
(319)
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
Assets
Current assets
Non-current assets
Total Assets
Liabilities
Current Liabilities
Non-current liabilities
Total Liabilities
Equity
Share capital
Retained earnings
Total Equity
STATEMENT OF COMPREHENSIVE INCOME
Total profit
Total comprehensive income
2015
$000s
23,641
4,963
28,603
233
647
880
32,534
(4,811)
27,723
3,672
3,672
2014
$000s
Restated
22,238
5,365
27,603
170
589
759
32,534
(5,690)
26,844
4553
4,553
- 58 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2015
29. COMPANY DETAILS
The registered office and principal place of business of Academies Australasia Group Limited is:
Level 6, 505 George Street
Sydney NSW 2000
Australia
Principal places of business of the Group:
NEW SOUTH WALES
VICTORIA
Academies Australasia Institute
Academy of English
Australian College of Technology
Australian International High School
Clarendon Business College
Supreme Business College
Level 6, 505 George Street
Sydney, NSW 2000
Benchmark College
140 Henry Street, Penrith, NSW 2750
College of Sports & Fitness
12 Wentworth Avenue, Darlinghurst, NSW 2010
RuralBiz Training
46 Wingewarra Street, Dubbo, NSW 2830
QUEENSLAND
Brisbane School of Hairdressing
Brisbane School of Beauty
Queen Adelaide Building
90-112 Queen Street Mall
Brisbane, QLD 4000
Academies Australasia Polytechnic
Level 7, 628 Bourke Street
Melbourne,VIC 3000
Discover English
378 Bourke Street, Melbourne, VIC 3000
Spectra Training
100 Dorcas Street, Melbourne, VIC 3205
Vostro Institute
82-96 Hampstead Road, Maidstone, VIC 3012
Skills Training Australia
Level 2, 2 Capital City Boulevard
Knox Ozone, Wantirna, South VIC 3152
SOUTH AUSTRALIA
Print Training Australia
Unit 17, 169 Unley Road, Unley, SA 5061
WESTERN AUSTRALIA
Language Links
90 Beaufort Street, Perth, WA 6000
Gold Coast School of Hairdressing
Shop G105, Australia Fair Shopping Centre
Southport, QLD 4215
SINGAPORE
Academies Australasia College
51 Middle Road, Singapore 188959
- 59 -
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 24 to 59, 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 2015 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 wholly owned subsidiaries
identified in Note 13 but excluding those in Note 22, have entered into a deed of cross guarantee under
which the Company and its subsidiaries guarantee the debts of each other.
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.
Dr John Lewis Schlederer
Director
28 September 2015
Christopher Elmore Campbell
Director
- 60 -
PILOT PARTNERS
Chartered Accountants
Level 10. Wc'terfront Place
1 Eagle St. Brisbane .,000
POF-ax 7095 Brisban.; 4001
Queensland Austr^lk.
P+61 7 3023 1300
F +61 7 32^ 1227
pilotpartners. com. au
INDEPENDENT AUDIT REPORT TO THE MEMBERS OF ACADEMIES AUSTRALASIA GROUP
LIMITED
Report on the Financial Report
We have audited the accompanying fmancial report of Academies Australasia Group Limited (the company) and
its controlled entities (the consolidated group), which comprises the consolidated statement of financial position
as at 30 June 2015, and the consolidated statement of comprehensive income, the consolidated statement of
changes in equity and the consolidated statement of cash flows for the year ended on that date, a summary of
significant accounting policies and other explanatory notes and the directors' declaration of the consolidated entity
comprising the company and the entities it controlled at the year's end or from tune to time during the financial
year set out on pages 24 to 60.
Directors' Responsibility for the Financial Report
The directors of the company are responsible for the preparation and fair presentation of the financial report in
accordance with Australian Accounting Standards (mcluding the Australian Accounting Interpretations) and the
Corporations Act 2001. This responsibility includes establishing and maintaining internal control relevant to the
preparation and fair presentation of the financial report that is free from material misstatement, whether due to
fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are
reasonable in the circumstances. In Note 1, the directors also state, in accordance with Accounting Standard AASB
101: Presentation of Financial Statements, that compliance with the Australian equivalents to International
Financial Reportmg Standards (IFRS) ensures that the financial report, comprising the financial statements and
notes, complies with IFRS.
Auditor's Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in
accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant
ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance
whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial report. The procedures selected depend on the auditor's judgement, including the assessment of the risks
of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments,
the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial report
in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors,
as well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
AB^oOl rj3 637 769 | P..OI isa regisio^oatr-. ^e mark t
Raphael Geminder c
Gary William Cobbledick d
Eng Kim Low
ACN 166 970 565 Pty Ltde
25,291,886
7,777,777
7,273,777
5,479,605
4,933,041
3,779,126
3,409,091
40.75
12.53
11.72
8.83
7.95
6.09
5.49
a Includes 3,779,126 shares held by Eng Kim Low and 350,000 shares held by UOB Kay Hian Private Pty
b
Limited
Includes 7,273,777 shares held by Jilcy Pty Ltd and 500,000 shares held by Bankura
Pty Ltd
c 4,006,396 held by BB&M Holdings Pty Limited and 1,473,209 held by Geminder Holdings Pty Limited
d 4,006,396 held by BB&M Holdings Pty Limited and 926,645 held by Stormont Pty Limited
e 2,639,776 held by ACN 166 970 565 Pty Ltd and 769,315 held by DFL Holdings Pty Limited
VOTING RIGHTS
Ordinary Shares
At 25 September 2015 there were 421 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 constitution,
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.”
- 63 -
ACADEMIES AUSTRALASIA GROUP LIMITED
AND CONTROLLED ENTITIES
ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES
20 LARGEST SHAREHOLDERS AS AT 25 SEPTEMBER 2015
Registered Name
No. Shares
%
Jilcy Pty Ltd
BB&M Holdings Pty Limited
Eng Kim Low
Citicorp Nominees Pty Limited
ACN 166 970 565 Pty Ltd
BNP Paribas Noms Pty Ltd
National Nominees Limited
Geminder Holdings Pty Limited
J&B Schlederer Pty Ltd
Stormont Pty Limited
HSBC Customer Nominees (Australia) Limited
Catholic Church Insurance Limited
DFL Holdings Pty Limited
1 Mr Chiang Meng Heng
2
3
4
5
6
7
8
9
10
11
12
13
14
15 Mrs Gail Leslie Storey
16
17 Ms Anthea Judith Drescher
18
19
20
UOB Kay Hian Private Limited
Frank Kwong-Shing Wong
JP Morgan Nominees Australia Limited
Bankura Pty Ltd
21,162,760 34.10
7,273,777 11.72
6.46
4,006,396
6.09
3,779,126
4.37
2,711,079
4.25
2,639,776
2.72
1,690,455
2.50
1,549,399
2.37
1,473,209
2.34
1,450,000
1.49
926,645
1.26
779,458
1.25
772,700
1.24
769,315
1.02
634,335
0.77
476,000
0.71
439,922
0.61
380,000
0.61
380,000
0.58
362,806
53,659,415
86.46
HOLDING RANGE (SHAREHOLDERS) AS AT 25 SEPTEMBER 2015
Range
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 +
No. Holders
79
140
64
98
40
421
Total No. Shares
54,218
390,689
497,246
3,578,228
57,543,103
62,063,484
%
0.09
0.63
0.80
5.77
92.72
100.00
UNMARKETABLE PARCELS AS AT 25 SEPTEMBER 2015
Minimum $500.00 parcel at $0.325 per
unit
1,539
98
78,665
Minimum Parcel Size
No. Holders
Units
* * *
- 64 -
CORPORATE INFORMATION
DIRECTORS
Dr John Lewis Schlederer
Christopher Elmore Campbell
Chiang Meng Heng
Gabriela Del Carmen Rodriguez Naranjo
Gary William Cobbledick
Bill Say Mui Foo
COMPANY SECRETARY
Chris Grundy
REGISTERED OFFICE
Academies Australasia Group Limited
Level 6, 505 George Street
Sydney NSW 2000
Australia
Telephone: (02) 9224 5555
Facsimile:
(02) 9224 5550
Email: companysecretary@academies.edu.au
Web Site: www.academies.edu.au
SHARE REGISTRAR
Computershare Investor Services Pty Limited
GPO Box 2975 Melbourne, VIC 3001
Australia
Telephone: +61 (03) 9415 4000
Toll Free (Australia only) 1300 855 080
SECURITIES EXCHANGE
The Company is listed on the Australian Securities Exchange.
The Home Exchange is Sydney.
ASX Code:
AKG
- 65 -