ACADEMIES AUSTRALASIA GROUP LIMITED
ANNUAL REPORT 2017
CONTENTS
Page
Report of the Chairman and the Group Managing Director
Directors’ Report
Information on the Directors and Company Secretaries
Information on Senior Executives
Remuneration Report - Audited
Corporate Governance Statement
Auditors’ Independence Declaration
Consolidated Financial Statements
Statement Comprehensive Income
Statement of Financial Position
Statement of Changes in Equity
Statement of Cash Flows
Notes
Directors’ Declaration
Independent Audit Report
Additional Information for Listed Companies
Corporate Information
Glossary
- 1 -
2
4
7
9
10
12
13
14
15
16
17
18
49
50
54
56
57
REPORT OF THE CHAIRMAN AND THE GROUP MANAGING DIRECTOR
Dear Shareholder
We are very pleased, and proud, of the Company’s performance in FY17. It was a year marked by substantial
negativity in the domestic market, especially the VET sector, arising from the inadequately regulated VET Fee
Help scheme, the resultant abuse, the collapse of many providers and then, sadly, the displacement of students
who are the innocent victims.
Against this difficult and very challenging background, with one hand tied behind our back by an anxious lender
wanting their umbrella back because of inclement weather (and not helping by increasing their lending rates),
the Company:
-
-
-
-
achieved a nearly $10 million improvement in EBITDA, over FY16.
achieved the second highest EBITDA in its 109-year history,
reduced total borrowings by $8.38 million (60%) to $5.59 million, which is substantially below
EBITDA, and
turned around the operations of SPT from a negative EBITDA of $3.04 million in FY16 to
breakeven, and a clear view to a positive result this year.
We are grateful to all our colleagues who helped to achieve these results – some at substantial personal sacrifice.
We also appreciate the patience and loyalty of our shareholders who stayed the course. Thank you.
Our business environment
The domestic market continues to be difficult. While the VET Fee Help scheme has been replaced by the Vet
Student Loan scheme (VSL), the smell of the previous scheme continues to linger; it will take a while for
students and parents to be confident that loan schemes will be properly thought through and administered. We
are delighted to report that 3 of our colleges have VSL approval: BMC, RBT and STA.
The international sector is brighter. Indeed, Australia is very favourably placed when compared to our main
competitors, the USA, the UK and Canada. But we do seem to need better coordination at the Federal level.
While the International Education Association of Australia and Austrade do an excellent job in promoting
Australia, we continue to struggle with the rationale for many visa rejections by the Department of Immigration
and Border Protection. The contribution of international education to Australia’s economy continues to grow to
record levels ($24 billion in FY17), and is the second largest export industry. We are well positioned in this
market: We have 12 colleges registered on CRICOS: which means that they have courses which are approved
for international students. We were preoccupied with domestic issues in FY16 and FY17. In FY18, there will
be more attention and resources devoted to international business, especially in Agriculture, Nursing and
Hospitality.
FY17 Highlights:
- EBITDA: $6.44 million (FY16: Loss of $3.14 million)
- Total borrowings: $5.59 million (FY16: $13.97 million)
- Revenue increased by 6% to $58.44 million (FY16: $55.21 million)
- Before tax profit from ordinary activities: $4.31 million (FY16: Loss of $5.88 million)
- After tax profit from ordinary activities: $3.04 million (FY16: Loss of $4.31 million)
- EPS: 3.7 cents (FY16: Negative 6.0 cents)
Dividend
In light of the strong result, the Company has declared a fully franked dividend of 0.5 cents per share.
- 2 -
Outlook
The present global geopolitics, over which we have no influence, have the potential to blow up more than student
aspirations to come to Australia to study. And it must be acknowledged that, in Australia, the party in power
has only a one-vote majority and is divided within – suggesting that it would be futile to expect clear, long-term
policies with respect to education any time soon. These two issues aside, assuming the domestic and
international markets for education do not change significantly, we are confident that our performance will
continue to improve. We have a network of 18 colleges in 5 states in Australia, and in Singapore, offering more
than 250 qualifications in a variety of fields. And we have an experienced core senior management team that
have worked together for many years, who have displayed both expertise and resilience in difficult waters.
Rights Issue
The Rights Issue that was successfully completed towards the end of FY17 enabled the Company to reduce
borrowings substantially. Bank debt is now substantially below EBITDA. The total number of shares on issue
is now 126,754,079. We welcome Andrew Low, the underwriter, as a substantial shareholder with 12,326,981
shares (9.73%). He also has options over 5,000,000 shares. Now returned to Sydney, Mr Low is Chairman,
Australia at CITIC CLSA and holds other senior positions in the CITIC CLSA group’s global operations.
Premises
Significant resources were spent on relocations to larger or more efficient premises during the year. DE moved
to Collins Street in Melbourne, LLI moved to Roe Street in Perth where they were joined by the Perth operations
of AAI and SPT, while SPT and VOS in Victoria were relocated to Little Collins Street in Melbourne. RBT
extended its operations in Dubbo to the University of New England campus in Armidale – where AAI will also
be operating courses in Agriculture.
Board
At the invitation of the Board, Sartaj Hans joined the Board as an independent, non-executive Director in
October last year. Mr Hans chairs the Audit and Risk Committee. He will stand for election at the Annual
General Meeting.
Acknowledgement
On behalf of the Board, we would like to thank all shareholders, students, clients, partners and associates, for
their loyalty and support. And also express sincere appreciation to all the members of management and staff for
a sterling performance in FY17. Thank you.
Dr John Lewis Schlederer
Chairman
18 August 2017
Christopher Elmore Campbell
Group Managing Director and CEO
- 3 -
109th 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 2017.
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
Sartaj Hans
Bill Say Mui Foo
Appointed 19 October 2016
Resigned 17 October 2016
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 Secretaries are set out on pages 7 to 8.
PRINCIPAL ACTIVITY
The principal activity of the Group during the financial year was the provision of training and education services.
CONSOLIDATED RESULT
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 $3,041,000 (2016: Loss $4,312,000).
REVIEW OF OPERATIONS
A review of the operations of the Group during the financial year and the results of those operations is as follows:
Revenue from operating activities increased by 6% to $58,289,000 (2016: $54,985,000).
Profit from ordinary activities before income tax was $4,306,000 compared to a loss of $5,879,000 in the
previous year.
Dividends Paid or Proposed
There were no dividends paid during the financial year
The Directors have announced the payment of a fully franked dividend of 0.5 cents per share ($634,000) to be
paid on 8 November 2017.
- 4 -
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
There were several significant changes compared to FY16.
i)
ii)
iii)
iv)
Total borrowings during the year decreased by $8,384,000 to $5,591,000.
SPT recorded a breakeven EBITDA (FY16: Negative EBITDA of $3.04 million).
The investment in Redhill Education Limited was marked to market at 30 June 2017 ($1.26 a share),
recording a gain of $994,000 for the year (FY16: Loss $1,163,000).
Net assets increased by $9,190,000 to $34,278,000 (FY16: Decreased by $474,000).
There were no other significant changes in the company’s state of affairs occurred during the financial year.
ISSUE OF SHARES
On 23 August 2016, the Company issued 800,000 fully paid ordinary shares to the vendor of Skills Training
Australia. This represented $200,000 of the final payment due to the vendor.
On 23 June 2017, 50,591,100 new fully paid ordinary shares were issued in a pro-rata non-renounceable rights
issue, raising $5,973,000, net of costs ($98,000).
EVENTS AFTER THE REPORTING DATE
There were no other matters or circumstances that have arisen since the end of the financial year which
significantly affected or may significantly affect the operations of the 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.
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 paid an insurance premium amounting to $19,000 in respect of a directors and officers
liability insurance policy covering the directors’ and officers’ liabilities as officers of the Company.
- 5 -
OPTIONS
The June 2017 rights issue was underwritten for a fee payable of 5 million options over unissued shares at an
exercise price of:
15 cents per share (a 25% premium to the rights issue price) if exercised between 1 January 2018 to
30 June 2018; or
25 cents per share (a 108% premium to the rights issue price) if exercised between 1 July 2018 to 31
December 2018.
The exercise window is from 1 January to 31 December 2018, or at any time after a person, other than a
person who already has a relevant interest of 20% or more in AKG’s voting securities, acquires a relevant
interest of 20% or more in AKG’s voting securities.
There are no other options over unissued share capital.
ROUNDING OF AMOUNTS
The Director’s report is presented in Australian Dollars and rounded to the nearest thousand dollars in
accordance with Instrument 2016/191.
- 6 -
INFORMATION ON DIRECTORS AND COMPANY SECRETARY as at the date of this report
Dr John Lewis Schlederer
Qualifications
Experience
Interest in Shares
Special Responsibilities
Directorships held in other listed
entities
Non-executive Director, appointed 21 August 2009 (8 years),
Chairman since 1 January 2014 (3 years 7 months).
B.Sc. (Hons), Grad. Diploma, PhD.
More than 20 years teaching experience at University of New South
Wales and TAFE NSW and many years in business.
7,955,198 shares (6.28%)
Chairman of the Board. Chairman of the Remuneration Committee.
Member of the Audit and Risk Committee.
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 (21 years 2 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.
Director, ACPET (from 20 March 2017)
15,666,666 shares (12.36%)
Member of the Remuneration Committee.
None.
Non-executive Director, appointed 15 February 2000 (17 years 6
months).
Executive Chairman of Academies Australasia College Pte. Limited (a
wholly-owned subsidiary company operating in Singapore) until 1
January 2017.
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.
51,185,961 shares (40.38%)
Member of the Audit and Risk Committee and Remuneration
Committee.
Far East Orchard Limited (Listed on the Singapore Exchange).
- 7 -
Gabriela Del Carmen
Rodriguez Naranjo
Qualifications
Experience
Interest in Shares
Special Responsibilities
Directorships held in other listed
entities
Sartaj Hans
Qualifications
Experience
Interest in Shares
Special Responsibilities
Directorships held in other listed
entities
COMPANY SECRETARIES
Directorships
educational
Executive Director, appointed 21 October 2013 (3 years 10 months).
Alternate Director, May 2011 to December 2013 (3 years 7 months),
(Alternate to Neville Thomas Cleary (Retired 31 December 2013)).
B. Comp.Sci, B.Sci. Sys. Eng, MAICD.
Joined the Group in April 2001. More than 15 years’ experience
in
managing
acquisitions, marketing,
curriculum
development and lecturing.
Director, COPHE from 17 May 2017.
80,549 shares (0.06%)
Group Chief Operating Officer from 15 August 2017. Joint Company
Secretary from 14 September 2016.
None
compliance,
institutions,
experience
regulatory
including
Independent, Non-executive Director, appointed 19 October 2016 (10
months)
B.E. Honours (Electronics)
Experience in information technology and superannuation at BT
Financial Group, the wealth management arm of Westpac. A pivotal
role in the development of Goulbourn Health Hub, a medical facilities
project in Goulbourn. Many years experience in managing investments
and financial affairs in private family companies.
688,096 shares (0.54%)
Chairman of the Audit and Risk Committee (Appointed 19 October
2016).
None
Stephanie Noble
Qualifications
Experience
Other Responsibilities
Appointed 27 November 2006
BA (Hons) Accounting, FCCA (UK), CPA (Australia).
More than 10 years as Company Secretary of Academies
Australasia Group Limited.
Group Finance Manager
Gabriela Del Carmen
Rodriguez Naranjo
Appointed 14 September 2016
See Information on Directors.
- 8 -
MEETINGS OF DIRECTORS
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
Sartaj Hans from 19 October 2016
Bill Say Mui Foo to 17 October 2016
4
4
4
4
1
3
4
4
4
4
1
3
2
2
2
2
1
1
2
2
2
2
1
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
INFORMATION ON SENIOR EXECUTIVES
Christopher Elmore Campbell
Group Managing Director and Chief Executive Officer
See Information on Directors.
Gabriela Del Carmen Rodriguez
Naranjo
Group Chief Operating Officer (since 15 August 2017)
See Information on Directors.
Melinda Burgess
Qualifications
Experience
Interest in Shares
Other Responsibilities
Stephanie Noble
Esther Teo
Qualifications
Experience
Director, Strategic Operations (since 15 July 2016)
B.A, GradDipAgedServMgmt, DipQualityAuditing.
20 years’ experience in the VET sector, managing operations in
RTOs.
Founder STA.
811,936 shares (0.64%)
Previous experience includes Case Management, Aged and
Community Care Management and Aged Care Accreditation.
Member of Victorian State Committee of ACPET since 2012.
Group Finance Manager
See Information on Company Secretaries.
Chief Executive Officer of AAPoly
MBA, GradDipMgmt.
30 years’ senior management experience 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.
- 9 -
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 towards superannuation.
There are 5 million options over unissued capital (See page 6). 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 7 to 9.
b. Directors and Senior Executives Remuneration
30 June 2017 Directors and Senior
Executives
Short-term employee benefits
Dr John Lewis Schlederer
Christopher Elmore Campbell
Chiang Meng Heng
Gabriela Del Carmen Rodriguez Naranjo
Sartaj Hans from 19 October 2016
Bill Say Mui Foo to 17 October 2016
Stephanie Noble
Chris Grundy to 9 December 2016
Esther Teo
Melinda Burgess
Ingeborg Loon to 30 June 2017
Cash, salary
and
commissions
$000s
24
371
32
182
18
17
145
95
135
162
176
1,357
- 10 -
Post- employment
benefits
Superannuation
Total
Bonus
Non-
monetary
benefits
$000s
$000s
$000s
$000s
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
35
79
3
17
2
2
14
30
35
15
15
59
450
35
199
20
19
159
125
170
177
191
247
1,604
30 June 2016 Directors and Senior
Executives
Short-term employee benefits
Bonus
Cash, salary
and
commissions
Non-
monetary
benefits
Post- employment
benefits
Superannuation
Total
$000s
$000s
$000s
$000s
$000s
Dr John Lewis Schlederer
Christopher Elmore Campbell
Chiang Meng Heng
Bill Say Mui Foo
Gabriela Del Carmen Rodriguez Naranjo
Gary William Cobbledick a
Chris Grundy
Stephanie Noble
Esther Teo
Melinda Burgess
Ingeborg Loon
28
371
32
24
182
238
215
145
134
158
162
1,689
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
35
79
3
2
17
18
35
14
39
22
15
279
63
450
35
26
199
256
250
159
173
180
177
1,968
a Senior executive from 1 June 2014 to 14 January 2016, Director from 23 October 2014 to 14 January 2016.
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 2017
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 agreed to a further term of 3 years following the expiration of his current
contract on 31 December 2017.
e. Loans from Directors
The loans to the Company by three Directors, Messrs Chiang Meng Heng, Christopher Campbell and John
Schlederer, amounting to $1,500,000, $500,000 and $275,000 respectively were paid in June 2017 from the
proceeds of the share issue. Interest on the loans paid to these Directors during the financial year amounted to
$155,000.
- 11 -
AUDITORS’ INDEPENDENCE DECLARATION
The Auditor’s Independence Declaration for the year ended 30 June 2017 appears on page 13 and forms part of
the Directors’ Report for the year ended 30 June 2017.
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 2017:
Taxation services
Other services
$60,000
$271,000
CORPORATE GOVERNANCE STATEMENT
The Company’s Corporate Governance Statement and its Key to Disclosures, Corporate Governance Council
Principles and Recommendations (ASX Appendix 4G) are provided to ASX together with the Company’s
Annual Report. The Corporate Governance Statement is on the Company’s website: www.academies.edu.au
Signed in accordance with a resolution of the Board of Directors pursuant to section 298 (2)(a) of the
Corporations Act 2001.
Dr John Lewis Schlederer
Director
18 August 2017
Christopher Elmore Campbell
Director
- 12 -
pilo�
AUDITOR'S
INDEPENDENCE
UNDER SECTION 307C OF THE CORPORATIONS ACT 2001
DECLARATION
Pl O" PAR -N RS
Chartered
Accountants
Place
Level 10, Waterfront
4000
1 Eagle St. Brisbane
PO Box 7095 Brisbane
4001
Australia
Queensland
P +61 7 3023 1300
F +61 7 3229 1227
pilotpartners.com.au
ACADEMIES
AUSTRALASIA
GROUP LIMITED
I declare
have been:
that to the best of my knowledge
and belief,
during the year ended 30 June 2017, there
i. no contraventions
of the auditor's
independence
requirements
as set out in the Corporations
Act 2001 in relation
to the audit; and
ii.no contraventions
of any applicable
code of professional
conduct in relation
to the audit.
?Jo+ �,L�
PILOT PARTNERS
Chartered
Accountants
Partner
Signed on 18 August 2017
Level 10
1 Eagle Street
Brisbane
Qld 4000
ABN 60 063 687 7691 Pilot is a registered
Nexia International
trade mark licensed
network of independent
is a worldwide
to Pilot Partners
I Liability
limited
firms.
and consulting
accounting
by a scheme approved
under Professional
Standards
Legislation
- 13 -
ACADEMIES AUSTRALASIA GROUP LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 June 2017
Note
2017
$000s
2016
$000s
Revenue from continuing operations
Student acquisition and teaching costs
Gross profit
Personnel expenses
Premises expenses
Other administration expenses
Re-structure and re-organisation costs
Unrealised gain/(loss) on investments
Other income
Earnings before interest, depreciation and amortisation
Depreciation and amortisation expense
Loss on disposal assets
Interest paid
Interest received
Profit/(loss) before income tax
Income tax expense
Profit/(loss) for the year
Other comprehensive income:
Exchange differences on translating foreign controlled entities
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.
- 14 -
2
3
3
3
3
3
2
2
4
7
7
8
58,289
(24,233)
34,056
(14,298)
(9,124)
(4,408)
6,226
(836)
5,390
994
54
6,438
(1,440)
(39)
(753)
100
4,306
(1,265)
3,041
(18)
(18)
3,023
2,855
186
3,041
2,837
186
3,023
3.7
3.7
0.0
54,985
(25,359)
29,626
(14,421)
(8,429)
(5,156)
1,620
(3,592)
(1,972)
(1,163)
-
(3,135)
(1,882)
-
(1,089)
227
(5,879)
1,567
(4,312)
(20)
(20)
(4,332)
(4,226)
(86)
(4,312)
(4,246)
(86)
(4,332)
(6.0)
(6.0)
0.0
ACADEMIES AUSTRALASIA GROUP LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2017
Note
2017
2016
$000s $000s
Current Assets
Cash and cash equivalents
Trade and other receivables
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
Tuition fees in advance (Deferred income)
Trade and other payables
Current tax liabilities
Borrowings
Provisions
Total Current Liabilities
Non-Current Liabilities
Borrowings
Provisions
Total Non-Current Liabilities
Total Liabilities
Net Assets
Equity
Share capital
Share option reserve
Accumulated losses
Foreign currency translation reserve
Non-controlling interests
Total Equity
The accompanying notes form part of these financial statements.
9
10
11
12
10
14
15
16
17
17
4
18
19
18
19
20a
- 15 -
10,488
10,550
6,249
3,054
30,341
2,586
7,159
2,953
32,966
45,664
76,005
19,156
7,669
621
2,893
2,242
32,581
2,698
6,448
9,146
41,727
34,278
42,677
88
(8,748)
55
206
34,278
8,068
8,731
4,563
2,060
23,422
3,018
6,293
3,459
32,924
45,694
69,116
14,708
8,444
61
13,975
1,928
39,116
-
4,912
4,912
44,028
25,088
36,504
-
(11,603)
73
114
25,088
ACADEMIES AUSTRALASIA GROUP LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2017
Ordinary
Shares
Share
Option
Reserve
Retained
Profits
Reserves
Non -
Controlling
Interests
Total
$000s
$000s
$000s
$000s
$000s
$000s
Year ended 30 June 2016
36,504
Profit for the period
Exchange differences on translating
foreign operations
Total comprehensive income for
the year
Issue share capital
Share option
Acquisition of subsidiaries
Dividend proposed
Balance at 30 June 2017
-
-
-
6,173
-
-
-
42,677
Year ended 30 June 2015
32,533
Profit for the period
Exchange differences on translating
foreign operations
Total comprehensive income for
the year
Issue share capital
Dividend paid
Balance at 30 June 2016
-
-
-
3,971
-
36,504
-
-
-
-
-
88
-
-
88
-
-
-
-
-
-
-
(11,603)
2,855
73
-
114
186
25,088
3,041
-
(18)
-
(18)
2,855
(18)
186
-
-
-
-
-
-
-
-
(8,748)
55
-
-
(77)
(17)
206
3,023
6,173
88
(77)
(17)
34,278
(7,377)
(4,226)
93
-
313
(86)
25,562
(4,312)
-
(20)
-
(20)
(4,226)
(20)
(86)
(4,332)
-
-
(11,603)
-
-
73
-
(113)
3,971
(113)
114
25,088
The accompanying notes form part of these financial statements.
- 16 -
ACADEMIES AUSTRALASIA GROUP LIMITED
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 30 June 2017
Cash Flows from Operating Activities
Receipts from customers
Payments to suppliers and employees
Interest received
Finance costs
Income taxes paid
Note
2017
$000s
2016
$000s
60,200
(53,317)
100
(631)
(199)
56,985
(55,468)
227
(1,069)
427
Net cash provided by (used in) operating activities
24a
6,153
1,102
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 rights issue
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
35
(965)
(21)
(951)
-
780
(5,455)
3,435
(1,240)
3,962
5,658
9,620
12
(981)
(1,464)
(2,433)
(47)
1,573
(3,126)
3,971
2,371
1,040
4,618
5,658
The accompanying notes form part of these financial statements.
- 17 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
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 47.
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.
The financial statements were authorised for adoption on 18 August 2017.
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’, (Note 1(o) on page 25),
no other new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have
been adopted early.
AASB 16: Leases (applicable to annual reporting periods beginning on or after 1 January 2019).
When effective, this Standard will replace the current accounting requirements applicable to leases in AASB
117: Leases and related Interpretations. AASB 16 introduces a single lessee accounting model that eliminates
the requirement for leases to be classified as operating or finance leases.
The main changes introduced by the new Standard include:
-
recognition of a right-to-use asset and liability for all leases (excluding short-term leases with less than
12 months of tenure and leases relating to low-value assets);
- depreciation of right-to-use assets in line with AASB 116: ‘Property, Plant and Equipment’ in profit or
loss and unwinding of the liability in principal and interest components;
- variable lease payments that depend on an index or a rate are included in the initial measurement of the
lease liability using the index or rate at the commencement date;
- by applying a practical expedient, a lessee is permitted to elect not to separate non-lease components
and instead account for all components as a lease; and
- additional disclosure requirements.
The transitional provisions of AASB 16 allow a lessee to either retrospectively apply the Standard to
comparatives in line with AASB 108 or recognise the cumulative effect of retrospective application as an
adjustment to opening equity on the date of initial application.
Although the directors anticipate that the adoption of AASB 16 will impact the Group's financial statements,
the directors and management are working to quantify the impact of this change.
- 18 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Bases of preparation
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 Instrument 2016/191.
Accounting Policies
Basis of consolidation
a.
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 34.
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.
- 19 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
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.
Trade and other receivables
d.
Trade and other receivables include amounts due from customers for services performed 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 33 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.
- 20 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
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.
Fair value
Fair value is the price the Group would receive to sell an asset in an orderly transaction between independent,
knowledgeable and willing parties at measurement date. 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 from Contracts with Customers’. 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:
- 21 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
-
-
-
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.
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.
Leasehold Improvements and 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.
- 22 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
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.
- 23 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
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. The period of
amortisation is from 2 to 5 years.
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.
Trade and other payables
l.
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.
Issued capital
n.
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.
- 24 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue
o.
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 2015.
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.
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 unearned income (tuition fees in advance) at 30 June 2016 has been recognised
as revenue in FY17 (net of any refunds paid). Generally, the Group’s obligations in respect of refunds cease
after the course commences.
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. Revenue is recognised over the duration of each agreement to provide education services.
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.
- 25 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
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.
Foreign currency transactions and balances
r.
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.
- 26 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Earnings per share
s.
Basic earnings per share are calculated as net profit attributable to members of the parent divided by the
weighted average number of ordinary shares.
t. Comparative figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in
presentation for the current financial year.
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 38. No
impairment has been recognised in respect of goodwill for the year ended 30 June 2017.
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 25).
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.
- 27 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
w. Going concern
These financial statements have been prepared adopting the going concern assumption, which
contemplates the orderly realisation of assets and payment of liabilities in the ordinary course of
business.
The Board is currently satisfied that there are reasonable grounds to assume that the Company will meet
its future financial obligations as and when they fall due.
The following factors support this assumption:
- Positive cash flow for the year of $3,962,000.
- Positive cash flow from operations for the year of $6,153,000.
- Substantial cash holdings across the Group of $10,488,000 of which $8,721,000 million is
required to be held in the TPS controlled accounts.
- Repayment of $8,384,000 of total debt during the year and servicing of all debt interest
obligations.
- As at 30 June 2017, bank debt (excluding contingent facilities) had been reduced to $5,500,000.
- Signing of new facility agreement with the bank including successful completion of all conditions
precedent, and meeting bank covenants at 30 June 2017.
- Repayment of loans from Directors.
- Positive net assets of $34,278,000.
The Board recognises that the Statement of Financial Position presents a net current liability position of
$2,240,000. Included in this are tuition fees paid in advance, of $19,156,000. This is not an amount
payable in the ordinary course of business and will be recognised as income as tuition is delivered.
- 28 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
2. REVENUE
Operating activities
Services revenue
Non-operating activities
Rent received
Interest received
Total Revenue
2017
$000s
2016
$000s
58,289
54,985
54
100
-
227
58,443
55,212
Revaluation of investment (Note 12)
994
(1,163)
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
Premises
- Rental
- Electricity
- Cleaning
- Other
Other administration expenses
- Other administration expenses
- Bad debts
Restructure and re-organisation costs
- Costs of personnel now retrenched, including redundancies
- Costs of premises now vacated, including make-good payments
- Costs of marketing and other projects discontinued or cancelled
- 29 -
14,933
7,417
1,883
24,233
11,594
1,329
837
538
14,298
8,037
323
441
323
9,124
4,349
59
4,408
637
199
-
836
16,152
7,612
1,595
25,359
11,352
1,483
881
705
14,421
7,301
353
432
343
8,429
5,033
123
5,156
2,392
404
796
3,592
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
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
The effective tax rate is 29.4% (2016: 26.7%)
c. Current tax payable for the year reconciles as follows:
Opening provision
Add: Current year provision
Less: Over provision previous year
Less: Tax paid
Closing provision
2017
$000s
2016
$000s
(759)
(506)
(1,265)
(72)
1,639
1,567
1,292
(1,764)
(47)
20
1,265
61
759
-
(199)
621
50
147
(1,567)
(399)
62
13
385
61
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 7 to 9.
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:
Shareholdings: Executive Directors
and Senior Executives
Balance
1 July 2016
Purchased
(i)
Rights Issue
(ii)
Share Issue
(iii)
Balance
30 June 2017
Christopher Elmore Campbell
Gabriela Rodriguez Naranjo
Melinda Burgess
9,160,970
265,047
6,240,649
48,329
11,936
-
-
32,220
-
800,000
-
-
15,666,666
80,549
811,936
(i)
(ii)
(iii)
Shares purchased/(sold) on market via the Australian Securities Exchange.
Shares taken up from Rights Issue 23 June 2017.
Shares issued on 23 August 2016 as part of final settlement on the acquisition of STA, value $200,000
- 30 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
6. AUDITORS’ REMUNERATION
Remuneration of the auditors of the parent entity for:
- Auditing and reviewing the financial report
- Taxation services
- 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)
2017
$000s
2016
$000s
238
60
271
569
25
2
5
32
3.7
3.7
180
66
278
524
33
2
1
36
(6.0)
(6.0)
Weighted average number of ordinary shares used in calculation of basic
earnings per share
77,059,769
70,312,078
a.
In estimating the fully diluted earnings per share, the share options of 5,000,000 have been included.
b. The earnings amount used was $2,855,000 (2016: loss $4,226,000), being profit/ (loss) on ordinary activities
after tax attributable to owners of the parent entity.
8. DIVIDENDS
Distributions recognised
Year ended 30 June 2017 interim ordinary dividend of 0 cents per share,
fully franked, (2016: 0 cents fully franked)
Year ended 30 June 2016 final ordinary dividend of 3.0 cents per share,
fully franked, paid in 2017 (2015 0 cents fully franked paid in 2016)
Dividends proposed or declared but not recognised in the financial
statements:
Proposed fully franked ordinary dividend of 0.5 cents per share
a.
b.
2017
$000s
2016
$000s
-
-
-
634
-
-
-
-
Balance of franking account at year end adjusted for franking credits
arising from payment of income tax
3,020
3,020
- 31 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
9. CASH AND CASH EQUIVALENTS
Cash at bank and on hand
10,488
8,068
2017
$000s
2016
$000s
The balance on the overdraft account is $868,000 (2016: $2,410,000) (Note 18). The net cash position is $9,620,000
(2016: $5,658,000)
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 2017, the Group held $8,721,000 (2016: $6,997,000) in TPS accounts.
10. TRADE AND OTHER RECEIVABLES
2017
$000s
2016
$000s
CURRENT
Trade receivables
Less provision for impairment
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
Less provision for impairment
Receivable from the sale of Premier Fasteners
Lease incentives
Other receivables
- 32 -
4,649
(104)
4,545
937
407
4,661
10,550
-
2,586
2,586
4,649
(104)
4,545
937
2,993
4,661
13,136
4,219
(176)
4,043
937
304
3,447
8,731
938
2,080
3,018
4,219
(176)
4,043
1,875
2,384
3,447
11,749
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
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 *
Past due and impaired
2017
$000s
2016
$000s
1,601
511
265
2,168
104
4,649
1,360
747
312
1,624
176
4,219
* 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. For FY17, an amount of $107,000 is 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 due in December 2017.
11. OTHER ASSETS
CURRENT
Prepayments and accrued income
Security deposits
12. INVESTMENTS
CURRENT
Shares in Listed Corporations
2017
$000s
2016
$000s
5,712
537
6,249
3,857
706
4,563
3,054
3,054
2,060
2,060
- 33 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
13. CONTROLLED ENTITIES
Country of
Incorporation
Percentage
Owned/Controlled
2017
2016
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
AKG6 Investment Holdings Pty Limited
AKG7 Investment Holdings Pty Limited
AMC Training Pty Limited
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
Academies Australasia Hair and Beauty T/A Brisbane School of Hairdressing, Gold
Coast School of Hairdressing, Brisbane School of Beauty and Brisbane School of
Barbering
CLB Training & Development Pty Limited as trustee for the CLB Unit Trust
T/A Spectra Training
Discover English Pty Limited
International College of Capoeira Pty Limited T/A College of Sports & Fitness
Humanagement Pty Limited T/A Print Training Australia
Kreate Pty Limited T/A RuralBiz Training
Language Links International Pty Limited
Live. Laugh. Learn. Pty Limited
Newco CLB Training & Development Pty Limited
Skilled Placements Pty Limited
Supreme Business College Pty Limited
Transformations – Pathways to Competence and Developing Excellence Pty
Limited T/A Skills Training Australia
Vostro Institute of Training Australia Pty Limited
Singapore
Australia
Singapore
Australia
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
Australia
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
51
100
75
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
100
100
100
100
100
51
100
51
75
100
100
100
100
100
100
- 34 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
13. CONTROLLED ENTITIES (continued)
Acquisition of Controlled Entities
On 30 June 2017, AKG4 Investment Holdings Pty Limited acquired a further 24% of the issued capital of RBT. The
purchase was satisfied by the payment of $112,415 in cash. The Group now owns 75%.
Purchase consideration - cash
Net assets
Cash
Receivables
Property, plant and equipment
Payables
Share acquired
Goodwill
$000
Fair Value
112
(77)
35
126
327
25
(156)
322
14. PLANT AND EQUIPMENT
2017
$000s
2016
$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
5,408
(3,623)
1,785
8,626
(3,341)
5,285
289
(200)
89
7,159
5,492
(3,585)
1,907
7,181
(2,858)
4,323
215
(152)
63
6,293
- 35 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
14. PLANT AND EQUIPMENT (continued)
Year ended 30 June 2017
$000s
$000s
Plant and
equipment
Leasehold
improvements
Balance at the beginning of the year
Additions
Disposals
Depreciation expense
Net foreign currency difference arising on
translation of financial statements of foreign
operations
Carrying amount at the end of the year
Year ended 30 June 2016
Balance at the beginning of the year
Additions
Disposals
Depreciation expense
Net foreign currency difference arising on
translation of financial statements of foreign
operations
Carrying amount at the end of the year
1,907
332
(47)
(405)
4,323
1,770
(26)
(766)
(2)
(16)
1,785
5,285
2,254
315
(12)
(652)
2
4,410
756
-
(845)
2
1,907
4,323
15. DEFERRED TAX ASSETS / LIABILITIES
Leased
plant and
equipment
$000s
63
74
-
(48)
-
89
126
-
-
(63)
-
63
Total
$000s
6,293
2,176
(73)
(1,219)
(18)
7,159
6,790
1,071
(12)
(1,560)
4
6,293
2017
$000s
2016
$000s
Deferred Tax Asset
2,953
3,459
The deferred tax asset is made up of the following estimated tax benefits:
Temporary differences:
-deferred tax assets
-deferred tax liabilities
Tax losses:
-operating losses
4,677
(1,724)
-
2,953
3,881
(1,219)
797
3,459
- 36 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
15. DEFERRED TAX ASSETS / LIABILITIES (continued)
Deferred Tax Assets
Provisions
Unearned income
Other
Deferred Tax Liabilities
Plant & equipment
Investments
Prepayments and other
Losses
Total
Opening
Balance
$000s
757
2,436
688
3,881
(208)
(519)
(492)
(1,219)
797
Charged To
Income
$000s
20
781
(5)
796
(37)
(298)
(170)
(505)
(797)
Closing
Balance
$000s
777
3,217
683
4,677
(245)
(817)
(662)
(1,724)
-
3,459
(506)
2,953
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
16. INTANGIBLE ASSETS
Goodwill at cost
Accumulated impairment losses
Net carrying value
Course development costs
Accumulated amortisation
Net carrying value
Other at cost
- 37 -
2017
$000s
2016
$000s
446
524
2017
$000s
32,694
(382)
32,312
1,992
(1,388)
604
50
32,966
2016
$000s
32,666
(382)
32,284
1,751
(1,168)
583
57
32,924
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
16. INTANGIBLE ASSETS (continued)
Year ended 30 June 2017
Balance at the beginning of the year
Foreign exchange AAC
Rebranding costs amortisation
Acquisition additional 24% RBT
Course development costs acquisition
Course development costs amortisation
Balance at the end of the year
Year ended 30 June 2016
Balance at the beginning of the year
Foreign exchange AAC
Rebranding costs amortisation
Course development costs acquisition
Course development costs amortisation
Balance at the end of the year
Goodwill
$000s
32,284
(7)
-
35
-
-
32,312
32,281
3
-
-
-
32,284
Course
Development Costs
$000s
Other
Total
$000s
$000s
583
-
-
-
241
(221)
604
747
-
-
158
(322)
583
57
-
(7)
-
-
-
50
69
-
(12)
-
-
57
32,924
(7)
(7)
35
241
(221)
32,966
33,097
3
(12)
158
(322)
32,924
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
2.5%
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
Assuming that the Group achieves its budget for FY18, impairment would be triggered if: the discount rate were to exceed
18%; or the growth rate were to be minus 8%; or the terminal value were to be less than 0.96.
Impairment would also be triggered in FY18 if the Group does not achieve certain minimum cash flows which are in line
with those achieved in FY17. The minimum cash flows depend upon:
- The benefits of the cost savings and restructurings implemented in FY16 being maintained into future financial years;
and
- The significant non-recurring costs incurred in FY16 not recurring in future years.
- 38 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
17. TRADE AND OTHER PAYABLES
CURRENT
Unsecured Liabilities
Tuition fees in advance (Deferred income)
Trade payables
Sundry payables and accrued expenses
Payable to the vendor of STA
18. BORROWINGS
CURRENT
Secured Liabilities – Interest Bearing
Bank bills
Overdraft
Lease purchase agreements
Unsecured Liabilities – Interest Bearing
Director’s loans
Other loans
Unsecured Liabilities – Non - Interest Bearing
Other loans
TOTAL CURRENT
NON-CURRENT
Secured Liabilities – Interest Bearing
Bank bills
Lease purchase agreements
a. Total current and non-current secured liabilities:
Bank bills
Overdraft
Lease purchase agreements
b.
Total current and non-current unsecured liabilities:
Director’s loans
Other loans
c. The carrying amounts of non-current assets pledged as security are:
Floating charge over assets
Plant and equipment
- 39 -
Note
2017
$000s
2016
$000s
19,156
2,592
5,077
26,825
-
26,825
1,895
868
39
2,802
-
73
73
18
14,708
1,913
5,384
22,005
1,147
23,152
9,790
2,410
102
12,302
1,533
73
1,606
67
2,893
13,975
2,623
75
2,698
4,518
868
114
5,500
73
18
91
43,796
89
43,885
-
-
-
9,790
2,410
102
12,302
1,606
67
1,673
42,816
63
42,879
18a
18a
18a
18a
18a
18a
18a
18a
27
27
21, 27
27
27
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
18. BORROWINGS (continued)
d. The bank bills are secured by a floating charge over the assets of the parent entity and its wholly owned
subsidiaries (other than those in Note 22).
e. The lease purchase borrowings are additionally secured on the leased asset. The leases are due for repayment in
2020.
The major bank facilities comprise Bank overdraft, Cash Advance Facilities and Bank Guarantees
Bank overdraft facilities are arranged with the general terms and conditions being set and agreed annually. Interest
rates are variable and subject to adjustment.
The Group’s utilisation of bank facilities as at 30 June 2017 is shown in Note 24b on page 44.
19. PROVISIONS
CURRENT
Employee entitlements
Lease incentives
NON-CURRENT
Employee entitlements
Lease incentives
TOTAL
Employee entitlements
Lease incentives
2017
$000s
1,381
861
2,242
1,143
5,305
6,448
2,524
6,166
8,690
2016
$000s
1,370
558
1,928
1,001
3,911
4,912
2,371
4,469
6,840
- 40 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
20. SHARE CAPITAL
a.
Issued Share Capital
2017
Share number
2017
$000s
2016
Share number
2016
$000s
Ordinary shares fully paid
126,754,079
42,677
75,362,979
36,504
Ordinary share capital
Balance at the beginning of the financial year
75,362,979
36,504
62,063,484
32,533
Rights Issue on 16 November 2015
Ordinary share issue 23 August 2016, part settlement
3rd tranche purchase STA
Pro-rata non-renounceable Rights Issue on 23 June
2017
800,000
200
50,591,100
5,973
-
-
-
-
-
-
13,299,495
3,971
Balance at the end of the financial year
126,754,079
42,677
75,362,979
36,504
b.
Share Option Reserve
Share options
5,000,000
88
-
-
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.
- 41 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
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
2017
$000s
2016
$000s
41
80
121
(7)
114
109
-
109
(7)
102
18a
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
2017
$000s
7,257
20,202
19,521
46,980
2016
$000s
7,613
19,195
19,355
46,163
The Group leases property under operating leases expiring from 1 year to 12 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
Contingent Liabilities
Corporate Guarantee
There is a corporate guarantee between wholly-owned Group companies as security for bank facilities in effect during
the year. This guarantee does not include:
Academies Australasia College Pte. Limited
Centre for Australian Education Pte. Limited
Academies Australasia Hair and Beauty Pty Limited
Kreate Pty Limited
Language Links International Pty Limited
Humanagement Pty Limited
International College of Capoeira Pty Limited
AMC Training Pty Limited
- 42 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
23. SEGMENT REPORTING
Business segments
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 2017 are as follows:
Geographic Location
Revenues from External Customers
Non-current assets
$000s
Australia
54,901
45,357
A$000s
Singapore
3,388
307
Accounting Policies
Segment revenues and expenses are those directly attributable to the segments.
24. CASH FLOW INFORMATION
a. Reconciliation of cash flow from operations with profit after
income tax
Profit after income tax
3,041
(4,312)
2017
$000s
2016
$000s
Non-cash flows in profit (loss)
Amortisation
Depreciation
Net (profit)/loss on disposal of plant and equipment
Write-downs to recoverable amounts
Unrealised loss/(gain) on investments
Unrealised foreign exchange movement
Changes in assets and liabilities
(Increase)/decrease in trade and other receivables
(Increase)/decrease in other current assets
(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 provisions
Cash flow from operations
987
453
38
59
(994)
8
1,656
(1,686)
119
506
2,054
559
(647)
6,153
1,167
715
-
123
1,163
(27)
418
(866)
(26)
(1,639)
3,934
460
(8)
1,102
- 43 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
24. CASH FLOW INFORMATION (continued)
b. Borrowing arrangements with banks
Total Facilities
Cash advance facilities available
Amount utilised
Overdraft facility available
Amount utilised
2017
$000s
2016
$000s
6,139
(4,518)
1,621
1,000
(868)
132
11,438
(9,790)
1,648
2,500
(2,410)
90
The major facilities are summarised as follows:
Bank overdrafts
Bank overdraft facilities are arranged with the general terms and conditions being set and agreed annually. Interest
rates are variable and subject to adjustment.
Cash Advance Facilities
$2,517,000 of the facilities expire on 30 June 2018 and $3,622,000 of the facilities expire on 31 May 2020.
25. EVENTS AFTER THE BALANCE SHEET DATE
There were no other matters or circumstances that have arisen since the end of the financial year which significantly
affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of
the Group in subsequent financial years.
26. RELATED PARTY TRANSACTIONS
Directors’ transactions with the Company and the Group
Details of Directors’ remuneration are set out in the Remuneration Report on pages 10 and 11. Directors are reimbursed
for expenses incurred by them on behalf of the Group.
Directors’ loans
In September 2015 the shareholders of CSF, a 51% owned subsidiary of the Company, extended loans totalling $150,000
to the subsidiary. The minority shareholders, Messrs Julio Chaves and Andre Cerutti, who are directors of the subsidiary,
each extended loans of $36,750, their share of the $150,000. Interest on the loans paid to these Directors during the
financial year amounted to $4,900.
The loans to the Company by three Directors, Messrs Chiang Meng Heng, Christopher Campbell and John Schlederer,
amounting to $1,500,000, $500,000 and $275,000 respectively were repaid in June 2017 from the proceeds of the share
issue. Interest on the loans paid to these Directors during the financial year amounted to $155,000.
All the loans by Directors noted above incurred interest at the prevailing ANZ Bank rate applicable to the Company’s
secured overdraft facility.
Other loans of $18,000 disclosed in Note 18(b) comprise dividends payable as at 30 June 2017 to a director of RBT, a
75% owned subsidiary of the Company. The director is also the non-controlling shareholder of that subsidiary. No
interest is accrued or payable on this loan.
- 44 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
26. RELATED PARTY TRANSACTIONS (continued)
Directors’ and specified executives’ relevant interests in shares
See Directors’ Report on pages 7 to 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 2017. Senior management continues to evaluate this
risk on an ongoing basis.
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
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:
- 45 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
27. FINANCIAL INSTRUMENTS (continued)
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 2017
Financial assets
Cash and cash
equivalents
9
Investments
Trade and other
receivables
Financial liabilities
Trade and other
payables
Bank bills
Overdraft
Lease purchase
agreements
Other loans
12
10
17
18
18
18
Year ended 30 June 2016
Financial assets
Cash and cash
equivalents
Investments
Trade and other
receivables
9
12
10
Financial liabilities
Trade and other
payables
Bank bills
Overdraft
Lease purchase
agreements
Director’s loans
Other loans
17
18
18
18
18
1.19%
10,488
-
-
10,488
-
-
-
-
-
-
-
-
-
3,054
10,488
3,054
10,143
13,197
10,143
23,685
3.69%
7.12%
5.75%
2.86%
3.43%
7.09%
5.19%
-
-
-
-
-
-
-
1,895
868
-
2,623
-
39
75
73
2,875
-
2,698
8,068
-
-
8,068
-
-
-
-
-
-
-
-
-
-
-
-
9,790
2,410
102
1,533
73
13,908
-
-
-
-
-
-
-
-
-
-
-
7,669
-
-
-
18
7,687
-
2,060
9,365
11,425
8,444
-
-
-
-
67
8,511
7,669
4,518
868
114
91
13,260
8,068
2,060
9,365
19,493
8,444
9,790
2,410
102
1,533
140
22,419
- 46 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
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.
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.
2017
+/- 2% in interest rates
28. PARENT INFORMATION
Profit
$
(251)
Equity
$
(251)
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
2017
$000s
2016
$000s
Assets
Current assets
Non-current assets
Total Assets
Liabilities
Current Liabilities
Non-current liabilities
Total Liabilities
Equity
Share capital
Share option reserve
Retained earnings
Total Equity
STATEMENT OF COMPREHENSIVE INCOME
Total profit
Total comprehensive income
35,777
3,943
39,720
1,372
796
2,168
42,677
88
(5,213)
37,552
(720)
(720)
29,959
5,217
35,176
2,433
732
3,165
36,504
-
(4,493)
32,011
318
318
- 47 -
ACADEMIES AUSTRALASIA GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2017
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 AKG colleges:
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
Brisbane School of Barbering
Queen Adelaide Building
90-112 Queen Street Mall
Brisbane, QLD 4000
Gold Coast School of Hairdressing
Pivotal Point Tower,
3/2 Nerang Street
Southport, QLD 4215
Academies Australasia Polytechnic
Level 7, 628 Bourke Street
Melbourne,VIC 3000
Discover English
247 Collins Street, Melbourne, VIC 3000
Spectra Training
Vostro Institute
Level 15, 459 Little Collins Street,
Melbourne, VIC
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
120 Roe Street, Perth, WA 6003
SINGAPORE
Academies Australasia College
45 Middle Road, Singapore 1889954
- 48 -
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 14 to 48, 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 2017 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. Without qualifying their opinion, the Directors draw attention to the facts set out in Note 1(w) on page 28
and in their 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 on page 34, but excluding those in Note
22 on page 42, 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
18 August 2017
Christopher Elmore Campbell
Director
- 49 -
pilot?
Pl .OT PAR "NERS
Chartered
Accountants
Level 10, Waterfront
Place
4000
1 Eagle St. Brisbane
PO Box 7095 Brisbane
4001
Queensland
Australia
P +61 7 3023 1300
F +61732291227
pilotpartners.com.au
INDEPENDENT
AUDITOR'S
REPORT
TO THE MEMBERS OF
ACADEMIES
AUSTRALASIA
GROUP LIMITED
OPINION
report of Academies
("the Group")),
the consolidated
We have audited the financial
subsidiaries
June 2017,
changes in equity and the consolidated
statements,
the financial
declaration.
which comprises
statement
including
Australasia
the consolidated
Group Limited ("the Company" and its
statement
as at 30
of
of cash flows for the year then ended, and notes to
income, the consolidated
statement
of comprehensive
of financial position
statement
a summary of significant
accounting
policies,
and the directors'
In our opinion,
Act 2001, including:
the accompanying
financial
report of the Group is in accordance
with the Corporations
(i) giving a true and fair view of the Group's financial
for the year then ended; and
performance
position
as at 30 June 2017 and of its financial
(ii) complying
with Australian
Accounting
Standards
and the Corporations
2001.
Regulations
BASIS FOR OPINION
are further
our audit in accordance
described
We conducted
those standards
Report section of our report. We are independent
independence
Professional
Code) that are relevant
ethical
with Australian
in the Auditor's
to our audit of the financial
and Ethical Standards Board's
responsibilities
of the Corporations
requirements
in accordance
with the Code.
of the Group in accordance
Act 2001 and the ethical
requirements
APES 110 Code of Ethics for Professional
with the auditor
of the Accounting
Accountants (the
our other
report in Australia.
We have also fulfilled
Auditing
Responsibilities
Standards.
for the Audit of the Financial
Our responsibilities
under
We confirm that the independence declaration required
given to the directors
time of this auditor's
by the Corporations
of the Company, would be in the same terms if given to the directors
Act 2001, which has been
as at the
report.
We believe
that the audit evidence
we have obtained
is sufficient
and appropriate
to provide a basis for
n!.
P.lD.iR
2lJ� ..
Andrew Low
Dr John Lewis Schlederer c
Eng Kim Low
Raphael Geminder d
51,185,961
15,666,666
14,308,284
12,326,981
7,955,198
7,648,232
6,601,910
40.38
12.36
11.29
9.73
6.28
6.03
5.21
a Includes 7,648,232 shares held by Eng Kim Low
b
Includes 14,313,331 shares held by Jilcy Pty Ltd and 1,345,238 shares held by
Bankura Pty Ltd
c Includes 5,705,198 shares held by J&B Schlederer Pty Ltd and 2,250,000
shares held by Schlederer Nominees Pty Ltd
d 4,006,396 held by BB&M Holdings Pty Limited and 2,595,514 held by Kin Group Pty Limited
VOTING RIGHTS
Ordinary Shares
At 16 August 2017 there were 396 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.”
- 54 -
ACADEMIES AUSTRALASIA GROUP LIMITED
AND CONTROLLED ENTITIES
ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES
20 LARGEST SHAREHOLDERS AS AT 16 AUGUST 2017
Registered Name
No. Shares
%
Jilcy Pty Ltd
Andrew Low
Eng Kim Low
J&B Schlederer Pty Ltd
Citicorp Nominees Pty Limited
DFL Holdings Pty Limited
BB&M Holdings Pty Limited
RTO Solutions Pty Ltd
Kin Group Pty Limited
Schlederer Nominees Pty Ltd
Sargoda Pty Ltd
HSBC Customer Nominees (Australia) Limited
Cheeky Boys Pty Ltd
BNP Paribas Noms ty Ltd
Bankura Pty Ltd
1 Mr Chiang Meng Heng
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17 Mrs Melinda Kaye Burgess
18 MK & MP Investments Pty Ltd
19 Mrs Gail Leslie Storey
20 Mr Sartaj Hans
43,537,729
14,313,331
12,326,981
7,648,232
5,705,198
4,455,816
4,139,612
4,006,396
2,921,163
2,595,514
2,250,000
1,833,334
1,306,821
1,283,333
1,038,347
963,334
811,936
677,135
634,335
599,762
34.35
11.29
9.73
6.03
4.50
3.52
3.27
3.16
2.30
2.05
1.78
1.45
1.03
1.01
0.82
0.76
0.64
0.53
0.50
0.47
113,048,309
89.19
HOLDING RANGE (SHAREHOLDERS) AS AT 16 AUGUST 2017
Range
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 +
No. Holders
65
117
45
110
59
396
Total No. Shares
38,137
329,644
351,908
4,582,155
121,452,235
126,754,079
%
0.03
0.26
0.28
3.61
95.82
100.00
UNMARKETABLE PARCELS AS AT 16 AUGUST 2017
Minimum $500 parcel at $0.310 per unit
1,613
83
Minimum Parcel Size No. Holders
Units
61,906
.
- 55 -
ACADEMIES AUSTRALASIA GROUP LIMITED
AND CONTROLLED ENTITIES
ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES
CORPORATE INFORMATION
DIRECTORS
Dr John Lewis Schlederer
Christopher Elmore Campbell
Chiang Meng Heng
Gabriela Del Carmen Rodriguez Naranjo
Sartaj Hans
COMPANY
SECRETARIES
Stephanie Noble
Gabriela Del Carmen Rodriguez Naranjo
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
- 56 -
ACADEMIES AUSTRALASIA GROUP LIMITED
AND CONTROLLED ENTITIES
GLOSSARY
AAC
AAI
AAPoly
AASB
ACPET
AKG
ASX
BMC
Board
Company
COPHE
Academies Australasia College Pte. Limited
Academies Australasia Institute Pty Limited
Academies Australasia Polytechnic Pty Limited
Australian Accounting Standards Board or a numbered Standard issued by it
Australian Council for Private Education and Training
ASX code for Academies Australasia Group Limited – The Company
Australian Securities Exchange
Benchmark Resources Pty Limited - trading as Benchmark College
The Board of Directors of Academies Australasia Group Limited
Academies Australasia Group Limited (ACN 000 003 725) - the parent company
Council of Private Higher Education
Corporations Act
Corporations Act 2001 (Cth)
CRICOS
Commonwealth Register of Institutions and Courses for Overseas Students
CSF
DE
Directors
EBITDA
EPS
FY16
FY17
FY18
Group
GST
IEAA
LLI
RBT
Rights Issue
RTO
Shares
SPT
STA
TAFE
TPS
VET
VOS
International College of Capoeira Pty Limited - trading as College of Sports & Fitness
Discover English Pty Limited
Board of Directors of AKG
Earnings before interest, taxation, depreciation and amortisation
Earnings per share
Financial Year to 30 June 2016
Financial Year to 30 June 2017
Financial Year to 30 June 2018
AKG and all its subsidiaries
Goods and Services Tax
International Education Association of Australia
Language Links International Pty Limited
Kreate Pty Limited – trading as RuralBiz Training
The Rights Issue concluded in June 2017, comprising an underwritten 2 for 3 Pro-Rata Non -
Renounceable Issue. The shares were offered at 12 cents each. The issue raised $6 million.
Registered Training Organisation
Fully paid ordinary shares in the Company
CLB Training & Development Pty Limited as trustee for the CLB Unit Trust - trading as Spectra
Training
Transformations – Pathways to Competence and Developing Excellence Pty Limited - trading as
Skills Training Australia
Technical and Further Education
Tuition Protection Scheme
Vocational Education and Training
Vostro Institute of Training Australia Pty Limited
- 57 -