AnnuAl
RepoRt
2013
DickeR DAtA limiteD
ABN: 95 000 969 362
Contents
Background
1 Our Brands
2
Board of Directors
& Senior Management
3 CEO & Chairman’s Commentary
4 Highlights Summary
5 Directors’ Report
15 Corporate Governance Statement
21 Statement of Profit or Loss and
Other Comprehensive Income
22 Statement of Financial Position
23 Statement of Changes In Equity
24 Statement of Cash Flows
25 Notes to the Financial Statements
50 Director’s Declaration
51 Auditor’s Declaration of Independence
52 Independent Auditor’s Report
54 Shareholder Information
Dicker Data is an Australian owned and
operated, ASX listed hardware distributor
with over 35 years’ experience. The
dedicated sales and presales teams are
comprised of experienced specialists
that are focused on using their in-depth
knowledge to help customers’ tailor
solutions to suit their client’s needs. Selling
to over 3000 resellers, Dicker Data prides
itself on establishing and developing
strong long term relationships with its
customer base. Dicker Data’s customer-
centric approach allows for dynamic
reseller engagement and the ability to
shift with changing market conditions.
Dicker Data’s product portfolio is
comprised of leading technology vendors
including HP, Toshiba, ASUS, Lenovo,
Microsoft and other tier 1 global brands.
Currently positioned as the leading
distributor for several of these vendors in
Australia, Dicker Data has enjoyed steady
growth despite the current economic
climate. Dicker Data plans to continue
this growth through reseller enablement,
expanding on the success experienced
with the competitive strategies.
bb
Dicker Data LimiteD
Dicker Data LimiteD Our Brands
11
AnnuAl RepoRt 2013 BoARD of DiRectoRs & senioR mAnAgement
Board of Directors
01. DAviD DiCker
chairman and ceO
02. MAry STOjCevSki
executive Director
03. MiCHAeL DeMeTre
executive Director
04. CHriS PriCe
executive Director
05. FiOnA BrOwn
Non-executive Director
Senior Management
Senior management team serving at year end
01. DAviD DiCker
chairman and ceO
02. MAry STOjCevSki
Chief Financial Officer
03. MiCHAeL DeMeTre
Logistics Director
04. CHriS PriCe
commercial Director
06. vLADiMir MiTnOveTSki
category manager
04
05
06
01
02
03
22
Dicker Data LimiteD ceo & chAiRmAn’s commentARy
As promised in our H1 report, we
exceeded last year’s results, and by
almost $1m. nPAT was $9.2m vs $8.3m.
Up 11.7%. in the current economic
climate this is an outstanding result
by everyone at Dicker Data.
Welcome to our third full year report as a public company.
The last year has been a pretty difficult one, with
economic conditions still subdued. As a result sales were
slightly lower than the previous financial year. $451m vs
$455m. Down less than 1 percent.
However, as promised in our H1 report, we exceeded last
year’s results, and by almost $1m. NPAT was $9.2m vs
$8.3m. Up 11.7%. In the current economic climate this is
an outstanding result by everyone at Dicker Data.
The year ahead still looks difficult, but there should be
some improvement after the election. Despite relentless
negativity in the media, I remain confident that conditions
are not that bad and are steadily improving.
The share of our business with other Vendors had a
pleasing increase delivering 40% of our revenue with
HP providing the rest. We finally got access to HP’s
printers and their supplies products. We now have the
full HP range.
During the year we completed the addition of 5,000
square meters of additional warehouse space, more than
doubling our existing capacity.
Our shares have been trading extremely well and closed
at 90 cents on 28 June. As we listed at 20 cents, this is a
very satisfying outcome, although we are still struggling
to convince the analyst community.
thank you to all our customers for another very
good year.
David Dicker
ceO and chairman
Sydney, 29 August 2013
33
AnnuAl RepoRt 2013 highlights summARy
for the year ended 30 June 2013
results Summary - year end 30 june 2013
Key Financial Data
total revenue
Net profit before tax
Earnings before interest, tax, depreciation [EBITDA]
Net profit after tax [NPAT]
earnings per share (cents)
Dividends paid
Dividends per share (cents)
Dividend payout ratio
Operating Revenue ($m), Movement % YOY
500
456
452
400
300
200
100
0
384
267
285
6.7%
34.9%
18.7%
-0.9%
FY09
FY10
FY11
FY12
FY13
2013
451,582
13,260
17,414
9,246
7.28
7,946
6.25
85.9%
2012
455,902
12,265
16,098
8,276
6.55
6,780
5.36
81.9%
Net Profit before Tax ($m)
15000
12000
9000
6000
3000
0
13,260
12,265
8,788
6,135
6,509
FY09
FY10
FY11
FY12
FY13
Total Revenue declined by -0.9% to $452m (2012: $456m)
Net Profit before Tax increased by 8.1% to $13.2m (2012:$12.2m)
Total Dividends Paid in Fy (cents per share)
0,08
1,0
Share Price ($) as at the end of Fy
0.90
0.0625
0.0536
0.03
FY11
FY12
FY13
0,8
0,6
0,4
0,2
0,0
0.44
FY11
FY12
FY13
Dividend payments increased by 16.6% to 6.25c (2012: 5.36c)
Share Price increased by 105% to $0.90c as at 30 June 2013
0,07
0,06
0,05
0,04
0,03
0,02
0,01
0,00
44
Dicker Data LimiteD
DiRectoRs’ RepoRt
The directors present their report on Dicker Data Limited (Dicker Data), together with the financial statements for the year
ended 30 June 2013.
Principal Activities
The principal activities of the company during the year were wholesale distribution of computer hardware and related
products. There were no significant changes in the nature of the activities carried out during the year.
Dividends
Record Date
Payment Date
Type
Cents
$’000
Dividends declared and paid during the financial year:
25 Sep 2012
07 Jan 2013
27 Mar 2013
25 Sep 2012
11 Jan 2013
09 Apr 2013
Final 2012
Interim 2013
Interim 2013
Dividends declared during the financial year but not paid:
03 Jul 2013
10 Jul 2013
Interim 2013
$0.0200
$0.0100
$0.0200
$0.0125
$0.0625
2,530
1,266
2,554
1,596
7,946
Total dividend paid for the year ended 30 June 2013 was 6.25c per share (2012: 5.36c), an increase of 16.6%. This
represents a dividend payout ratio of 85.9% (2012: 81.9%) in line with the company’s dividend policy. Our dividend policy
provides for fully franked dividends to be paid on a quarterly basis, with the aim to pay out 100% of the underlying after tax
profits from operations after taking into account projected capital expenditure and cash requirements.
Operating and Financial review
A snapshot of the operations of the company for the full year and the results of those operations are as follows
total revenue
Gross Profit
Operating expenses
Net Profit After Tax
Net Profit After Tax
$’000
451,582
37,375
24,478
13,260
8.3%
5.4%
2.9%
9,246
2.0%
$’000
455,902
33,113
21,714
12,265
8,276
7.3%
4.8%
2.7%
1.8%
$’000
Change
%
(4,320)
-0.9%
4,262
12.9%
(2,764)
12.7%
995
970
8.1%
11.7%
Revenue
Total revenue for the full year was $452m (2012: $456m), down by 0.9% on the same period last year. This was a solid
result given the downturn in PC sales in SMB sectors impacting revenues from some of our key vendors. With most of the
decline coming from HP Personal Services Group and Toshiba, this was significantly offset by increase in revenues from
Lenovo (new vendor since June 2012) and strong education orders in second half of FY13, resulting in an increase year on
year in revenue for the second half.
55
for the year ended 30 June 2013AnnuAl RepoRt 2013 DiRectoRs’ RepoRt continued
for the year ended 30 June 2013
Operating revenue for the second half of FY13 was
$238m, an increase of $4m year on year compared
to second half of FY12, partly attributable to strong
education orders and partly due to the increased
capacity and improved logistic capability provided by
the extension to our warehousing facility. As reported in
our half year report the new warehouse extension was
operational from February 2013.
Gross Profit
Gross profit for the full year was $37.4m (2012: $33.1m),
an increase of 12.9%. In line with our continued strategy
in aligning our revenue with more profitable product lines,
the increase in gross profit can be attributed to a number
of factors and changes implemented throughout the
year. Firstly we were able to maximise vendor rebates
by consistently meeting buying and sell through targets.
There were also savings in freight as result of a review of
freight costs and changes to our freight policy and in the
second half of the year we were able to take advantage
of additional settlement discounts as a result of the new
purchase finance facility implemented in February 2013.
Operating Expenses
Operating costs for the 2013 financial year increased by
$2.7m. This was largely accounted for by an increase in
employment expenses. Staff costs increased by $3m
as a result of additional headcount, an increase in profit
based commission payments and an increase in leave
provisions as a result of additional headcount. This was
partially offset by savings across a number of key areas
including transactional banking costs as a result of the
changes in banking arrangements implemented in the
later part of the FY12 financial year. There was also a
significant reduction in bad debts written off during
the year compared to last year. the reduction in bad
debts demonstrates a continued focus on our credit
management policy.
Profit
Despite lower revenues in 2013 financial year, net profit
before tax increased to $13.2m (2012: $12.2m) up by
8.1%, as a result of higher gross profit.
Net Profit after tax amounted to $9.2m (2012: $8.3m),
an increase of 11.8% for the full year.
Earnings per share increased by 11.1% to 7.28 cents
per share.
66
Balance Sheet
Trade receivables decreased from $69m to $64m, with
an improvement to debtor days outstanding further
demonstrating our focus on collections and a further
reflection of improvements in the credit management
cycle. However, inventory increased from $41m to $50m.
With the take on of new vendors in the last quarter of
FY13 and in particular the extension of our HP distribution
agreement to include the full range of HP Printing and
Supplies products there were some larger strategic
inventory buys in the last quarter and particularly in June
which puts us well placed for the first quarter of the new
financial year.
Property, plant and equipment increased from $17m to
$20m, with $3.4m towards an extension of our existing
warehouse by 5,000 square metres completed in
February 13. This investment is reflected under investing
activities on the statement of cash flows.
as reported in our half year report the company entered
into a new $20m inventory purchase finance facility with
Macquarie Bank in February 2013. As a result trade
payables decreased from $59m to $47m, but borrowings
increased from $46m to $63m. The whole of this facility
was used to pay for HP inventory purchases.
Short term provisions for annual leave and long service
leave also increased from $580k to $902k.
Net assets increased from $19m to $20m, an increase
of 8.7% over the year.
earnings Per Share
Basic Earnings Per Share (cents)
Diluted Earnings Per Share
(cents) *
* on basis options exercised
2013
7.28
2012
6.55
7.24
6.49
Significant Changes in the State if Affairs
Extension of Warehouse
In August, 2012 the company entered into a contract to
extend the current warehouse facility by an additional
5,000 square metres. Construction was funded by
drawing on our existing finance facilities provided by
St George Bank. This is reflected in our cash flow
statement from investing activities with outflows of $3.4m
for payments for property, plant and equipment.
Dicker Data LimiteD The extension more than doubled the existing warehouse capacity and sets the company up for future growth.
Construction commenced in September 2012 and the project was completed 20 February, 2013.
New Finance Facility with Macquarie Bank
In January 2013 the company entered into a new $20m inventory purchase finance facility with Macquarie Bank. Under
the terms of the agreement the facility is available to the company for the purchase of inventory from HP, the company’s
largest vendor.
This new facility has enabled the company to achieve greater flexibility in inventory purchases, including the opportunity
to take advantage of early settlement discounts available and has provided greater flexibility in day to day management of
working capital. As the facility has worked well in terms of providing the anticipated benefits expected and as a result of the
extension of our HP supply agreement the limit on this facility has been increased by $5m in August 2013.
Extension of Hewlett Packard Agreement
In June 2013 the company was pleased to announce the extension of our distribution agreement with HP to include
access to the full range of HP Printing and Supplies products, allowing us to now offer the full range of HP products to our
resellers. Access to this product set will be an integral factor in driving increased HP revenue for the 2014 financial year.
Exercise of Options
During the year all the outstanding options were fully exercised. The options granted to Stonebridge Securities Ltd and
related parties were to acquire 1,200,000 fully paid ordinary shares, exercisable at $0.25 expiring on 24 January 2014.
As at 18 February 2013 all options had been fully exercised. The table below is a summary of shares issued.
Date
Option Holder
Options
Exercised
Strike
Price
Funds
Received
Shares
Issued
Shareholder
12 Dec 2012
SB2 Securities Pty Ltd
100,000
14 Jan 2013
SB2 Securities Pty Ltd
200,000
14 Jan 2013
Exit Out Pty Ltd
200,000
04 Feb 2013
SB2 Securities Pty Ltd
150,000
04 Feb 2013
12 Feb 2013
Exit Out Pty Ltd
200,000
Exit Out Pty Ltd
200,000
18 Feb 2013
SB2 Securities Pty Ltd
150,000
0.25c
0.25c
0.25c
0.25c
0.25c
0.25c
0.25c
$25,000
100,000 Oldco Nominees Pty Ltd
$50,000
200,000 Oldco Nominees Pty Ltd
$50,000
200,000
Exit Out Pty Ltd
$37,500
150,000 Oldco Nominees Pty Ltd
$50,000
200,000
$50,000
200,000
Exit Out Pty Ltd
Exit Out Pty Ltd
$37,500
150,000 Oldco Nominees Pty Ltd
There were no other significant changes in the state of affairs of the company during the year.
Significant Events After Balance Date
No matter or circumstance has arisen since 30 June 2013 that has significantly affected or may significantly affect
the company’s operations, the results of those operations or the state of affairs in future financial years.
Likely Developments and expected results
In the 2014 financial year we will continue with the strategy set in place in 2013 to focus on product sets related to
off-premise IT capabilities (datacentre and cloud strategies), which is anticipated will result in higher infrastructure,
service and annuity revenues. We are constantly reviewing our vendor and supplier mix with the objective of long term
profitability for Dicker Data. The increased warehouse capacity will also position the company for future growth and
improvements in efficiency.
77
AnnuAl RepoRt 2013
DiRectoRs’ RepoRt continued
for the year ended 30 June 2013
Further information on likely developments in the
operations of the company and the expected results
of operations has not been included in this report
because the directors believe it would be likely to result
in unreasonable prejudice to the company.
Directors
The following persons were directors of Dicker Data
Limited during the whole of the financial year end up to
the date of this report. Directors were in office for this
entire period unless otherwise stated.
David J Dicker
Fiona T Brown
Mary Stojcevski
Chris Price
michael Demetre
David Dicker – Chief Executive Officer (CEO)
and Chairman
David is the co-founder of the company and has been
a director of the company since its inception. David’s
role as ceO requires focus on Dicker Data’s business
strategy and decision making and under David’s strategic
guidance the company has enjoyed material growth,
establishing Dicker Data as one of the leading australia-
based distributors of it products.
Interest in Equities
63,750,000 Ordinary shares in Dicker Data Limited
Interest in Contracts
Nil
Special Responsibilities
chairman and responsible for the overall business
management as chief executive officer.
Other Current Listed Company Directorships
None
Other Current Listed Company Directorships Held
in Previous 3 Years
None
88
Fiona Brown – Non-Executive Director
Fiona Brown is the co-founder of Dicker Data
and currently serves as Non-Executive Director
of the company.
Fiona has been involved with the business since it started
in 1978 and has been a director of the company since
1983. Fiona acted as General Manager and Marketing
manager of Dicker Data from the inception of the
business until 2004 when she left her executive position.
Fiona’s business development, negotiation, management
and leadership skills were of material importance to the
success and growth of Dicker Data. As a Non-Executive
Director, Fiona brings her knowledge of the business and
25 years of experience in the IT distribution industry.
Interest in Equities
56,270,757 Ordinary shares in Dicker Data Limited
Interest in Contracts
Nil
Special Responsibilities
None
Other Current Listed Company Directorships
None
Other Current Listed Company Directorships Held
in Previous 3 Years
None
Mary Stojcevski – Chief Financial Officer
Mary joined Dicker Data as Financial Controller in
1999. Her responsibilities include all of the financial
management, administration and compliance functions
of the company. Prior to joining Dicker Data Mary had
over 15 years’ experience in accounting and taxation.
Mary holds a Bachelor of Commerce Degree with a major
in Accounting from the University of New South Wales.
mary is also an executive Director of the company and
has been a director since 31 August 2010.
Interest in Equities
10,000 Ordinary shares in Dicker Data Limited
40,136 Ordinary Shares held by Stojinvest Pty Ltd
as trustee for Stojinvest Superannuation Fund
Interest in Contracts
Nil
Dicker Data LimiteD Special Responsibilities
Responsible for the overall financial management
of the Company.
Other Current Listed Company Directorships
None
Other Current Listed Company Directorships Held
in Previous 3 Years
None
Chris Price – Commercial Director
Chris joined Dicker Data as Sales Manager in 2006.
His sales experience and IT industry knowledge have
been instrumental in the company’s growth over recent
years. Dicker Data’s revenues have grown materially
since chris has been heading the company’s sales team.
Chris brings over 14 years of IT industry experience to
the company. Prior to joining Dicker Data, Chris worked
in various positions with distributors Ingram Micro and
Tech Pacific as well as with vendors Dell and IBM.
Chris holds a Bachelor of Commerce Degree from
the University of Newcastle. Chris is also an Executive
Director of the company and has been a director since
21st September 2010.
Interest in Equities
15,500 shares in Dicker Data Limited
Interest in Contracts
Nil
Special Responsibilities
responsible for the sales operations of the company.
Other Current Listed Company Directorships
None
Other Current Listed Company Directorships Held
in Previous 3 Years
None
Michael Demetre – Logistics Director
Michael joined Dicker Data in 2001, where he later took
up the position of Warehouse Storeman which he held for
about 5 years. Michael’s experience in the operations of
the warehouse, general knowledge of the company and
established relationships with other employees allowed
him to undertake the position of Logistics Director. He
has successfully held this position since 2007. Michael is
also an executive Director of the company and has been
a director since 21st September 2010.
Interest in Equities
10,000 shares in Dicker Data Limited
Interest in Contracts
Nil
Special Responsibilities
Responsible for the warehouse and logistic operations
of the Company.
Other Current Listed Company Directorships
None
Other Current Listed Company Directorships Held
in Previous 3 Years
None
Company Secretary
Mrs Leanne Ralph B.Bus, ACIS, AAICD was appointed to
the position of company Secretary on the 8th of February
2011. Leanne has over 22 years’ experience as a Chief
Financial Officer and Company Secretarial roles for
various publicly listed and unlisted entities.
Leanne is a qualified Chartered Secretary and Director
of Boardworx Australia Pty Ltd which provides bespoke
outsourced company secretarial services to companies.
99
AnnuAl RepoRt 2013 DiRectoRs’ RepoRt continued
for the year ended 30 June 2013
Director Meetings
The numbers of meetings of the company’s Board of
directors and of each Board committee held during the
year and the number of meetings attended by each
director were:
Board Meetings
David Dicker
Fiona Brown
Mary Stojcevski
Chris Price
michael Demetre
Eligible to
Attend
Number
Attended
5
5
5
5
5
5
5
5
5
5
remuneration report
all information in this remuneration report has
been audited as required by section 308(3C) of the
Corporations Act 2001. The remuneration report is set
out under the following main headings:
(a) Principles used to determine the nature and amount
of remuneration
(b) Details of remuneration
(c) Service agreements
(d) Share-based compensation
(e) additional information
(a) Principles used to determine the nature
and amount of remuneration
the board addresses remuneration policies and practices
generally, and determines remuneration packages
and other terms of employment for senior executives.
executive remuneration and other terms of employment
are reviewed annually by the board having regard to
performance against goals set at the start of the year
and relevant comparative information. remuneration
packages are set at levels that are intended to attract and
retain executives capable of managing the company’s
operations, achieving the company’s strategic objectives,
and increasing shareholder wealth.
1010
Executives
The executive pay and reward framework includes
the following components:
– Base pay and benefits
– Performance-related bonuses
– Other remuneration such as superannuation.
the combination of these comprises the
executive’s remuneration.
Base pay
Base pay is structured as a total employment cost
package which may be delivered as a combination
of cash and prescribed non-financial benefits at the
executive’s discretion. there are no guaranteed base pay
increases included in any senior executives’ contracts.
Performance-related bonuses
Performance-related cash bonus entitlements are
linked to the achievement of financial and non-financial
objectives which are relevant to meeting the company’s
business objectives. A major part of the bonus
entitlement is determined by the actual performance
against net profit margin targets. Using a profit target
ensures variable reward is only available when value
has been created for shareholders and when profit is
consistent with the business plan.
the executives’ cash bonus entitlements are assessed
and paid monthly based on the actual performance
against the relevant monthly profit with reconciliation at
the end of the financial year against full-year actual profit.
the chairman and ceO is responsible for assessing
whether an individual’s targets have been met.
Non-executive directors
Fees and payments to non-executive directors reflect the
demands which are made on, and the responsibilities of,
the directors. The Board determines remuneration of non-
executive directors within the maximum amount approved
by the shareholders from time to time. this maximum
currently stands at $250,000 per annum in total for
salary and fees, to be divided among the non-executive
directors in such a proportion and manner as they agree.
The Board does not currently have any independent
directors. the only current non-executive director is Fiona
Brown, who represents a major shareholder. No director
fees have been received by Fiona Brown.
Dicker Data LimiteD (b) Details of remuneration
Compensation paid to key management personnel is set out below. Key management personnel include all directors of the
company and executives who, in the opinion of the board and CEO, have authority and responsibility for planning, directing
and controlling the activities of the group directly or indirectly.
Details of Remuneration for Directors and Key Management Personnel
Short term
Cash
Salary &
Fees
FY
Short
term
Incentive
Cash
Bonus
Long-
Term
Share Based
Payments
Super-
Long
annuation Non-Cash
Service Shares Options
Total
FBT
Reportable
Leave
Proportion of
remuneration
that is
performance
based
% of Value of
remuneration
that consists
of share
Based
Payments
$
%
$
$
$
$
$
$
$
Executive Directors
David Dicker – Chief Executive Officer
2013
2012
Chris Price – Commercial Director
750,657
2013
2012
701,385
67,559
63,125
67,134
12,313
Mary Stojcevski – Chief Financial Officer
2013
200,000
136,670
30,300
2012
200,000
123,410
29,107
Michael Demetre – Logistics Director
200,000
2013
136,670
2012
200,000
123,410
30,300
29,107
Non-Executive Directors
Fiona Brown
2013
2012
Other Key Management Personnel
$
0
0
885,350
776,823
100.00%
100.00%
366,970
352,517
366,970
352,517
37.24%
35.01%
37.24%
35.01%
0
0
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
Vladimir Mitnovetski – Category Manager
2013
571,077
51,397
2012
393,022
35,372
622,474
428,394
100.00%
100.00%
0.00%
0.00%
Total 2013
400,000 1,595,074
179,557
67,134
Total 2012
400,000 1,341,227
156,710
12,313
0
0
0
0
0 2,241,764
0 1,910,250
1111
AnnuAl RepoRt 2013 DiRectoRs’ RepoRt continued
for the year ended 30 June 2013
(c) Service agreements
terms of employment for the executive directors
and other key management personnel are by way
of Consultancy Agreement or an Executive Service
agreement (eSa). the contract details the base salary
and performance-related bonuses.
Consultancy Agreement for David Dicker
the company has engaged rodin FZc (a company
incorporated in Dubai) to provide the services of David
Dicker to act as the Chief Executive Officer and Executive
Director of the company on an as-needed basis. the
Consultancy Agreement is dated 26 October 2010. The
engagement is for an indefinite term. Either party may
terminate the agreement on the provision of 6 months’
notice. No fee is payable by the company to rodin FZc
for the provision of the services. the agreement contains
a number of post-termination restraints.
Deed of Adherence for David Dicker
the company and David Dicker have entered into a Deed
of Adherence whereby Mr Dicker has agreed to adhere
and comply with all covenants and obligations of Rodin
FZc (a company incorporated in Dubai) set out in the
Consultancy Agreement (between the company and
Rodin FZC) to the maximum allowable extent permitted
by law as if Mr Dicker was named as Rodin FZC therein.
The Deed is dated 26 October 2010.
Executive Service Agreement for Chris Price
The Company has appointed Chris Price as Commercial
Director and Director of the Board of the company by
way of an Executive Service Agreement (ESA). The
ESA is dated 25 October 2010. The ESA confirms Mr
Price’s continuous service with the company for all
purposes commenced from 21 September 2010. The
appointment of Mr Price is for an unspecified time. Either
the company or Mr Price may terminate the ESA with
3 months’ notice. The remuneration payable to Mr Price
is equal to 6.75% of the company’s net profit per month,
subject to net profit margin before tax not being less
than 2.5%, less his total motor vehicle expenses for that
month. Mr Price is also entitled to a company car with the
motor vehicle expenses to be deducted from his gross
remuneration. the eSa also contains a number of post-
termination restraints.
1212
Executive Service Agreement for Mary Stojcevski
The company has appointed Mary Stojcevski as Chief
Financial Officer and Director of the Board of the
company by way of an Executive Service Agreement
(ESA). The ESA is dated 25 October 2010. The ESA
confirms Ms Stojcevski’s continuous service with the
company for all purposes commenced from 31 August
2010. The appointment of Ms Stojcevski is for an
unspecified time. Either the company or Ms Stojcevski
may terminate the ESA with 3 months’ notice. The
remuneration payable to Ms Stojcevski comprises
of a base remuneration of $200,000 per annum plus
superannuation at 9%. Ms Stojcevski is also entitled to
a performance bonus equal to 1% of the company’s
net profit before tax, subject to net profit margin before
tax not being less than 2.5%. The ESA also contains
a number of post-termination restraints.
Executive Service Agreement for Michael Demetre
the company has appointed michael Demetre as
Logistics Director and Director of the Board of the
company by way of an Executive Service Agreement
(ESA). The ESA is dated 25 October 2010. The ESA
confirms Mr Demetre’s continuous service with
the company for all purposes commenced from
21 September 2010. The appointment of Mr Demetre
is for an unspecified time. Either the company or
Mr Demetre may terminate the ESA with 3 months’
notice. the remuneration payable to mr Demetre
comprises a base remuneration of $200,000 per annum
plus superannuation at 9%. Mr Demetre is also entitled
to a performance bonus equal to 1% of the Company’s
net profit before tax, subject to net profit margin before
tax not being less than 2.5%. The ESA also contains
a number of post-termination restraints.
Executive Service Agreement for Vladimir Mitnovetski
The company has appointed Vladimir Mitnovetski as
Category Manager by way of an Executive Service
Agreement (ESA). The ESA is dated 1 January 2011. The
appointment of Mr Mitnovetski is for an unspecified time.
either the company or mr mitnovetski may terminate the
ESA with 3 months’ notice. The remuneration payable to
Mr Mitnovetski is $22,750 per month, subject to achieving
monthly net profit targets for his Business Unit as set at
the start of each financial year. On achievement of the
monthly target for his Business Unit the company will
pay a further 15% of net profit that is above $250,000
per month. the eSa also contains a number of post-
termination restraints.
Dicker Data LimiteD (d) Share-based compensation
No shares, rights, or options were granted to directors or key management personnel during the year ended 30 June 2013,
no rights or options vested or lapsed during the year, and no rights or options were exercised during the year by directors.
(e) Additional information
Relationship between remuneration and company performance
The overall level of executive reward takes into account the performance over the financial year with greater emphasis
given to improving performance over the prior year. Despite a tougher year and small decrease in revenue, management
were still able to achieve an increase in net profit before tax by 8.11%. As a large proportion of the executives remuneration
package is based on net profit outcomes the average executive remuneration also increased. Since 2008, the net profit
before tax has grown at an average rate of 25% per annum, whilst the average executive remuneration has increased by an
average of 23% per annum. Shareholder wealth has also increased at an average rate of 23% per annum over this period.
This concludes the remuneration report which has been audited.
Share Options
During the year all the outstanding options were fully exercised. The options granted to Stonebridge Securities Ltd and
related parties were to acquire 1,200,000 fully paid ordinary shares, exercisable at $0.25 expiring on 24 January 2014.
As at 18 February 2013 all options had been fully exercised. The table below is a summary of shares issued.
Date
Option Holder
Options
Exercised
Strike
Price
Funds
Received
Shares
Issued
Shareholder
12 Dec 2012
SB2 Securities Pty Ltd
100,000
14 Jan 2013
SB2 Securities Pty Ltd
200,000
14 Jan 2013
Exit Out Pty Ltd
200,000
04 Feb 2013
SB2 Securities Pty Ltd
150,000
04 Feb 2013
12 Feb 2013
Exit Out Pty Ltd
200,000
Exit Out Pty Ltd
200,000
18 Feb 2013
SB2 Securities Pty Ltd
150,000
0.25c
0.25c
0.25c
0.25c
0.25c
0.25c
0.25c
$25,000
100,000 Oldco Nominees Pty Ltd
$50,000
200,000 Oldco Nominees Pty Ltd
$50,000
200,000
Exit Out Pty Ltd
$37,500
150,000 Oldco Nominees Pty Ltd
$50,000
200,000
$50,000
200,000
Exit Out Pty Ltd
Exit Out Pty Ltd
$37,500
150,000 Oldco Nominees Pty Ltd
Indemnification and Insurance of Directors and Officers
During the financial year, Dicker Data Limited paid a premium of $23,136 to insure the directors and members of the
executive management team of the company against any liability incurred by them in their capacity as officers, unless the
liability arises out of conduct involving a lack of good faith.
The executive officers of the company are also indemnified against any liability for costs and expenses incurred in
defending civil or criminal proceedings involving them as such officers if judgement is given in their favour or if they are
acquitted or granted relief.
indemnity and insurance of Auditor
The company has not, during or since the financial year, indemnified or agreed to indemnify the auditor of the company
or any related entity against a liability incurred by the auditor.
During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the
company or any related entity.
1313
AnnuAl RepoRt 2013 The directors are satisfied that the provision of
non-audit services by the auditor (refer above) did not
compromise the auditor independence requirements
of the Corporations Act 2001 for the following reasons:
– All non-audit services have been reviewed by the
board of directors to ensure they do not impact the
impartiality and objectivity of the auditor
– None of the services undermine the general principles
relating to auditor independence as set out in APES
110 Code of Ethics for Professional Accountants.
a copy of the auditors’ independence declaration as
required under section 307C of the Corporations Act
2001 is set out on page 51.
This report is made in accordance with a resolution
of the directors.
David Dicker
ceO and chairman
Sydney, 29 August 2013
DiRectoRs’ RepoRt continued
for the year ended 30 June 2013
Proceedings on Behalf of the Company
No person has applied to the court under section
237 of the Corporations Act 2001 for leave to bring
proceedings on behalf of the company, or to intervene in
any proceedings to which the company is a party for the
purpose of taking responsibility on behalf of the company
for all or part of those proceedings.
environmental regulation and Performance
The company is subject to the requirements of the
Product Stewardship (Televisions and Computers)
Regulations 2011.
rounding of Amounts
the company is of a kind referred to in class Order
98/100, issued by the Australian Securities and
Investments Commission, relating to ‘rounding-
off’. amounts in this report have been rounded off
in accordance with that Class Order to the nearest
thousand dollars, or in certain cases, the nearest dollar.
Officers of the Company Who Are Former
Audit Partners of Bdo
There are no officers of the company who are former
audit partners of BDO East Coast Partnership.
Auditor independence and non-Audit Services
BDO East Coast Partnership continue in office in
accordance with section 327 of the Corporations Act
2001. During the year an amount of $67,230 in fees was
paid or payable to the auditor for non-audit services.
Non-audit services
The company employs BDO in addition to its statutory
duties where the auditor’s expertise and experience with
the company are important.
the board of directors has considered the position and
is satisfied that the provision of the non-audit services is
compatible with the general standard of independence
for auditors imposed by the Corporations Act 2001
1414
Dicker Data LimiteD coRpoRAte goveRnAnce stAtement
Unless disclosed below, all the best practice
recommendations of the aSX corporate Governance
council have been applied by Dicker Data Limited (Dicker
Data or company).
Principal 1: Lay Solid Foundations for
Management and Oversight
Recommendation 1.1: Companies should establish the
functions reserved to the Board and those delegated
to senior executives and disclose those functions.
The Board is accountable to shareholders for
the performance of the company and has overall
responsibility for its direction and management and
the formulation of policies to be applied in Dicker
Data’s business.
The Board has adopted a Charter which outlines
the responsibilities reserved for the Board in detail.
This Charter is published on Dicker Data’s website
www.dickerdata.com.au.
Recommendation 1.2: Companies should disclose
the process for evaluating the performance of
senior executives.
The Board is responsible for reviewing the performance
of the ceO and also monitoring the performance of key
management personnel.
the performance of the ceO is measured by comparing
actual performance against planned performance in
terms of the budget, the company’s share price and
corporate strategy development.
the ceO is responsible for assessing the performance
of the key executives within Dicker Data. The basis of
evaluation of senior executives is on agreed performance
measures, examining the effectiveness and quality of the
individual, assessing key contributions, identifying areas
of potential improvement and assessing whether various
expectations of shareholders have been met.
Performance evaluations are undertaken annually,
in September, by managers.
Some key responsibilities of the Board are as follows:
This policy is reviewed annually.
a. appoint and review the performance of the Chairman
and management;
b. develop and approve strategy, planning and major
capital expenditure;
c. arrange for effective budgeting and financial
supervision;
d. ensure that appropriate audit arrangements are
in place;
e. ensure that effective and appropriate reporting
systems in place will, in particular, assure the Board
that proper financial, operational, compliance and risk
management controls function adequately; and
report to shareholders.
f.
The Board is also responsible to shareholders for Dicker
Data’s strategic direction and the execution of Dicker
Data’s overall objective, which is to increase long-term
shareholder value.
Decisions which are not part of the day to day
management of Dicker Data or which have not been
delegated to the Chief Executive Officer (CEO) or
executive team, must be made by the Board.
Principal 2: Structure the Board to Add value
Recommendation 2.1: A majority of the board should
be independent directors.
As at the reporting date, the Board is composed of the
following five Directors, including one non-executive
Director:
Name
David Dicker
Position
chairman and chief
Executive Officer
Fiona Brown
Non-Executive Director
Mary Stojcevski
Executive Director
Chris Price
Executive Director
michael Demetre
executive Director
When considering independence, Dicker Data
considered the following recommendation made by
the ASX Corporate Governance Council:
1515
AnnuAl RepoRt 2013 coRpoRAte goveRnAnce stAtement continued
for the year ended 30 June 2013
Expansion of the Board is subject to various
contingencies including some over which the Board has
no control, including but not limited to the availability
of suitably qualified and experienced individuals with a
desire to join the Board.
Directors may obtain independent professional advice
at the company’s expense, subject to prior approval by
the Chairman, on matters arising in the course of Dicker
Data’s business. Directors also have unrestricted access
to any employees of Dicker Data and, subject to the law,
access to all Dicker Data records and information held
by employees and external advisers.
Recommendation 2.2: The chairperson should be
an independent director.
The current Chairman of the Board is not an independent
Director. The Board considers this to be appropriate to
Dicker Data’s size, structure, history of the business and
the nature of its activities.
Recommendation 2.3: The roles of chairperson and
chief executive officer should not be exercised by the
same individual.
the roles of chairman and ceO are currently being
carried out by the same individual. The Board considers
this to be appropriate for the company’s current
operational structure and the nature of its activities.
Recommendation 2.4: The board should establish a
nomination committee.
The Board does not currently have a nomination
committee. The Board considers that its relatively small
size and the expertise of its directors allow the full Board
to perform a nomination committee function. Accordingly,
the Board does not consider it necessary or appropriate
in the context to establish a separate committee for
this purpose.
Recommendations of candidates for new Directors are
to be made to and by the Board. The Board as a whole
must make such appointments as it considers the most
appropriate for Dicker Data.
The Board believes that the requirements and nomination
processes are currently appropriate for the company. the
Board will establish a nomination committee in the future
should the requirement arise.
When determining the independent status of a director
the board should consider whether the director:
1. is a substantial shareholder of the company or an
officer of, or otherwise associated directly with, a
substantial shareholder of the company;
2. is employed, or has previously been employed in an
executive capacity by the company or another group
member, and there has not been a period of at least
three years between ceasing such employment and
serving on the board;
3. has within the last three years been a principal of a
material professional adviser or a material consultant
to the company or another group member, or an
employee materially associated with the service
provided;
4. is a material supplier or customer of the company
or other group member, or an officer of or otherwise
associated directly or indirectly with a material supplier
or customer; or
5. has a material contractual relationship with the
company or another group member other than
as a director.’
the ceO is a substantial shareholder of Dicker Data
and has been engaged by Dicker Data on a consultancy
basis. He is not considered to be independent.
three of the Directors are employed by Dicker Data and
are not considered to be independent.
Fiona Brown, the non-executive Director, is a substantial
shareholder of Dicker Data and is not considered to be
independent.
As such, there are currently no independent Directors
on the Board. The Board considers that its composition
is appropriate to Dicker Data’s size and operational
structure, the directors’ experience and their collective
knowledge of Dicker Data’s assets. Details on the skills,
experience and expertise of each director in office are
outlined on page 9 of the Annual Report.
Should the Directors determine to expand the Board by
the appointment of one or more non-executive Directors,
such non-executive Directors will be selected on the
basis of their capacity to add value to the business, and
to provide independent governance to the operations of
Dicker Data. At this stage, the Board has made no offers
to any person to join the Board.
1616
Dicker Data LimiteD Recommendation 2.5: Companies should disclose the
process for evaluating the performance of the board,
its committees and individual directors.
The Board has considered the merits of undertaking
a review of its performance and the performance of
individual directors and has determined that the current
size and composition of the board allows for:
a. decisions to be made appropriately and expediently;
b. a range of different perspectives to be put forward
regarding issues before the board;
c. a range of different skills to be brought to board
deliberations; and
d. board decisions to be made in the best interests
of Dicker Data as a whole rather than of individual
shareholders or interest groups.
As a result of this determination, the Board has chosen
not to undertake this review process for the year ended
30 June 2013. It is the view of the Board that the existing
composition of the Board is optimal for current stage
of the business and that the operations do not require
additional skill sets at this point in time to drive the
business and shareholder returns.
The Board acknowledges the benefit of establishing a
process to review and evaluation the performance of
individual directors and the Board as a whole and as
the business evolves, the Board expects to conduct a
review of its performance and composition, to ensure that
it has the appropriate mix of expertise and experience,
taking into account the size and nature of Dicker
Data’s activities.
There are currently no committees of the Board which
require a review.
Principal 3: Promote ethical and responsible
decision making
Recommendation 3.1: Companies should establish a
code of conduct and disclose the code or a summary
of the code as to:
– The practices necessary to maintain confidence in
the company’s integrity
– the practices necessary to take into account their
legal obligations and the reasonable expectations
of their stakeholders
– the responsibility and accountability of individuals
for reporting and investigating reports of
unethical practices.
Dicker Data has two codes of conduct – one specifically
for directors and key officers and another outlining the
obligation to stakeholders.
Generally, Dicker Data requires that its Directors,
management and staff comply with and respect the
law, conduct themselves professionally and commit to
the standards of employment set down by Dicker Data.
Dicker Data also requires that all potential conflicts of
interest are reported and that it’s code of conduct for
Dicker Data’s obligations to Stakeholders and code
of Conduct for directors and key officers be otherwise
complied with.
Recommendation 3.2: Companies should establish a
policy concerning diversity and disclose the policy or
a summary of that policy. The policy should include
requirements for the board to establish measurable
objectives for achieving gender diversity and for the
board to assess annually both the objectives and
progress in achieving them.
The company has not adopted a formal Diversity Policy at
this stage. The Board will consider how appropriate such
a policy is for the Company in due course. Currently, the
Board does not consider a formal policy to be warranted
as the Company is one which has an open policy to
diversity, including gender diversity. This is evident in the
number of females to males in the whole organization,
at management level and also on the Board. This
information is disclosed below.
Recommendation 3.3: Companies should disclose
in each annual report the measurable objectives
for achieving gender diversity set by the board in
accordance with the diversity policy and progress
towards achieving them.
The Board has not set any specific gender diversity
objectives for the company as it does not yet have a
formal Diversity Policy. The Board is of the view that there
is an adequate balance between genders across the
business and the numbers disclosed below reflect this.
1717
AnnuAl RepoRt 2013 coRpoRAte goveRnAnce stAtement continued
for the year ended 30 June 2013
Recommendation 3.4: Companies should disclose
in each annual report the proportion of women
employees in the whole organisation, women in senior
executive positions and women on the board.
The company employees the follow ratio of women to
men throughout the organisation:
Organisation-wide:
37 Females (40%): 56 Males (60%)
Senior Executive Positions:
The Board of Directors: 2 Females: 3 Males
Principal 4: Safeguard integrity
in financial reporting
Recommendation 4.1: The board should establish
an audit committee.
The Board considers that its relatively small size and the
expertise of existing directors allows the full Board to
perform an audit committee function.
Accordingly, the Board does not consider it necessary
or appropriate in the context to establish a separate
committee for this purpose.
Rather, the Board will have processes and procedures in
place which will address the issues that would otherwise
be considered by the audit committee including:
– monitoring the independence of the external auditor
who is required to confirm such independence on at
least a semi-annual basis; and
– monitoring and the performance and terms of the
audit engagement on an annual basis and updating,
changing or replacing them as appropriate.
The Board will review the audit requirements and
processes of Dicker Data at least on an annual basis,
and otherwise as Dicker Data’s operations evolve, to
ensure that its audit requirements are being appropriately
handled. The Board will establish an Audit Committee in
the future as it deems appropriate.
Recommendation 4.2: Structure the audit committee
so that it consists of:
– only non-executive directors
– a majority of independent directors
– an independent chairperson, who is not chairperson
of the board
– at least three members
1818
For the reasons noted above and due to the relative
size and nature of Dicker Data’s activities, the Board
does not consider it necessary or appropriate to
adopt Recommendation 4.2. However, should an
Audit Committee be established in the future, it will
be structured to be commercially cost effective and
appropriate to Dicker Data’s size and structure, having
regard to Recommendation 4.2.
Recommendation 4.3: The audit committee should
have a formal charter.
For the reasons noted above and due to the relative
size and nature of Dicker Data’s activities, the Board
does not consider it necessary or appropriate to adopt
Recommendation 4.3. However, should an Audit
Committee be established in the future, a formal Audit
Committee Charter will be adopted in compliance with
Recommendation 4.3.
Principal 5: Make timely and
balanced disclosure
Recommendation 5.1: Companies should establish
written policies designed to ensure compliance with
ASX Listing Rule disclosure requirements and to
ensure accountability at a senior management level
for that compliance and disclose those policies or a
summary of those policies.
the company has adopted a continuous Disclosure
Policy that aims to ensure that the market is properly
informed of all the information that is required to be
disclosed under the Listing rules of the aSX. the ultimate
determination as to whether or not to disclose in doubtful
cases may be made by the Board and/or the Chairman,
taking into account the overall situation of Dicker Data
and, if necessary, legal or other advice.
Under the Board’s Continuous Disclosure Policy, all
senior personnel must ensure that they report any
material event or development within their area of
responsibility to their manager and to one or more of the
CEO, CFO and the Company Secretary.
The Company Secretary is the point of contact with the
ASX. As a listed company, Dicker Data will not release
information that is for release to the market to any person
until it has given the information to the aSX and has
received an acknowledgement from the ASX that the
information has been released to the market.
The Continuous Disclosure Policy is available on
the company website on www.dickerdata.com.au.
Dicker Data LimiteD Principal 6: respect the rights of
Shareholders
Recommendation 6.1: Companies should design
a communications policy for promoting effective
communication with shareholders and encouraging
their participation at general meetings and disclose
their policy or a summary of that policy.
Dicker Data aims to convey to its shareholders pertinent
information in a detailed, regular, factual and timely
manner.
The Board has ensured that the annual report includes
relevant information about the operations of Dicker Data
during the year, and changes in the state of affairs of
Dicker Data, in addition to the other disclosures required
by the corporations act.
Information will be communicated to shareholders by
Dicker Data through:
1. Placement of market announcements on Dicker
Data’s web-site www.dickerdata.com.au after the
information has been given to the aSX and the usual
acknowledgement has been received;
2. The annual and interim financial reports;
3. Disclosures to the aSX;
4. Notices and explanatory memoranda of annual general
meetings; and
5. all shareholders are invited to attend and raise
questions at the annual general meeting.
All shareholders are welcome to communicate directly
with Dicker Data.
All queries will be answered to the maximum extent
possible (with consideration given to commercially
sensitive information, privacy requirements and Dicker
Data’s disclosure obligations) and in a timely fashion.
Dicker Data has not established any other formal policy
document other than as noted above.
Principle 7: recognise and Manage risk
Recommendation 7.1: Companies should establish
policies for the oversight and management of material
business risks and disclose a summary of those
policies.
Although no formal policy has been adopted, the Board
is committed to ensuring that the risks associated with
Dicker Data’s business activities are properly identified,
monitored and managed and to embedding in its
management and reporting systems a number of risk
management controls.
The Board monitors and receive advice on areas
of operational and financial risk, and considers strategies
for appropriate risk management arrangements.
Specific areas of risk to be regularly considered at
Board meetings are to include intellectual property,
changes in government regulation, technology changes,
human resources, statutory compliance and continuous
disclosure obligations.
Recommendation 7.2: The board should require
management to design and implement the risk
management and internal control system to manage
the company’s material business risks and report to it
on whether those risks are being managed effectively.
The board should disclose that management has
reported to it as to the effectiveness of the company’s
management of its material business risks.
the ceO and cFO manages Dicker Data’s material
business risks and reports to the Board.
materiality thresholds
Dicker Data regularly reviews procedures, and ensures
timely identification of material information and materiality
thresholds.
Materiality judgments can only be made on a case by
case basis, when all the facts are available. In accordance
with Accounting Standard AASB 1031, the Board would
consider an amount which is:
a. equal or more than 10% of an appropriate base
amount to be material unless there is evidence or
convincing argument to the contrary; and
b. equal to or less than 5% of an appropriate base
amount to be immaterial unless there is evidence
or convincing argument to the contrary.
The level between 5% and 10% of an appropriate base
amount is considered to be a subjective area to be
resolved by the Board.
1919
AnnuAl RepoRt 2013 coRpoRAte goveRnAnce stAtement continued
for the year ended 30 June 2013
Recommendation 7.3: The board should disclose
whether it has received assurance from the chief
executive officer (or equivalent) and the chief financial
officer (or equivalent) that the declaration provided in
accordance with section 295A of the Corporations Act
is founded on a sound system of risk management
and internal control and that the system is operating
effectively in all material respects in relation to financial
reporting risks.
The Board confirms that the Chief Executive Officer
and the Chief Financial Officer have made the following
certifications to the Board:
The financial records of the company have been properly
maintained in accordance with Section 286 of the
Corporations Act 2001;
The financial statements and notes thereto comply with
the relevant accounting standards in all material respects
as required by Section 296 of the corporations Act 2001;
The financial statements and notes thereto give a true
and fair view, in all material respects, of the financial
position and performance of the company as required
by Section 297 of the corporations Act 2001; and
any other matters are prescribed by the regulations in
relation to the financial statements and the accompanying
notes are satisfied.
Principle 8: remunerate Fairly and
responsibly
Recommendation 8.1: The board should establish
a remuneration committee.
The Board considers that its relatively small size and the
expertise of directors allows the full Board to also perform
a remuneration committee function. Accordingly, the
Board does not consider it necessary or appropriate in
the context to establish a separate committee for this
purpose. Rather, the Board will have processes and
procedures in place that will address the issues that
would otherwise be considered by the remuneration
committee.
Recommendation 8.2: The remuneration committee
should be structured so that it:
– consists of a majority of independent directors
– is chaired by an independent chair
– has at least three members
The Board will establish a remuneration committee in the
future if it deems appropriate. For reasons stated above,
the Board does not consider that there is a need for a
separate board committee to carry out remuneration-
related functions.
Recommendation 8.3: Companies should clearly
distinguish the structure of non-executive directors’
remuneration from that of executive directors and
senior executives.
With respect to non-executive Directors, the Board
ensures that:
a. fees paid to non-executive Directors are within the
aggregate amount approved by shareholders and
make recommendations to the Board with respect to
the need for increases to that aggregate amount at the
annual General meeting;
b. non-executive Directors are remunerated by way
of fees (in the form of cash and/or superannuation
benefits);
c. non-executive Directors are not provided with
retirement benefits other than statutory superannuation
entitlements; and
d. non-executive Directors are not entitled to participate
in equity-based remuneration schemes designed for
executives without due consideration and appropriate
disclosure to Dicker Data’s shareholders.
there is currently only one non-executive director on
the Board of Dicker Data, Fiona Brown, and she does
not currently receive any remuneration for her role. With
respect to executives, the Board ensures that:
a. executive remuneration packages involve a balance
between fixed and incentive pay, reflecting short and
long term performance objectives appropriate to
Dicker Data’s circumstances and objectives;
b. a portion of executives’ remuneration is structured in
a manner designed to link reward to corporate and
individual performances; and
c. recommendations are made to the Board with respect
to quantum of bonuses to be paid to executives.
2020
Dicker Data LimiteD stAtement of pRofit oR loss AnD
otheR compRehensive income
Revenue
Sales revenue
Other revenue:
interest received
recoveries
Other revenue
Expenses
changes in inventories
Purchases of inventories
employee benefits expense
Depreciation and amortisation
Finance costs
Other expenses
Profit before income tax expense
income tax expense
Profit after income tax expense for the year
Profit attributable to members of the company
Other comprehensive income, net of tax
Total comprehensive income for the year
Total comprehensive income attributable to members of the company
Earnings per share
basic earnings per share (cents)
diluted earnings per share (cents)
Notes
2013
$’000
2012
$’000
451,219
455,036
4
107
252
5
592
269
451,582
455,902
8,362
1,223
(422,206)
(423,146)
(15,780)
(12,767)
(700)
(3,455)
(4,543)
(684)
(3,149)
(5,114)
(438,322)
(443,637)
13,260
12,265
(4,014)
(3,989)
9,246
9,246
–
9,246
9,246
8,276
8,276
–
8,276
8,276
7.28
7.24
6.55
6.48
3
4
4
4
5
6
6
The statement of profit or loss and other comprehensive income is to be read in conjunction with the attached notes.
2121
for the year ended 30 June 2013AnnuAl RepoRt 2013
stAtement of finAnciAl position
as at 30 June 2013
ASSETS
Current Assets
cash and cash equivalents
trade and other receivables
inventories
Total Current Assets
Non-Current Assets
Property, plant and equipment
intangible assets
Deferred tax assets
Total Non-Current Assets
TOTAL ASSETS
LIABILITIES
Current Liabilities
trade and other payables
Borrowings
current tax liabilities
Short-term provisions
Total Current Liabilities
Non-Current Liabilities
Borrowings
Deferred tax liabilities
Long-term provisions
Total Non-Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Equity attributable to Equity Holders
issued capital
reserves
retained profits
TOTAL EQUITY
Notes
2013
$’000
2012
$’000
10
11
12
13
14
15
16
17
15
18
17
15
18
20
21
505
64,429
49,685
222
68,671
41,323
114,619
110,216
19,573
16,548
173
783
93
621
20,529
17,262
135,148
127,478
47,190
63,187
1,539
902
58,520
46,145
1,342
580
112,818
106,587
588
1,254
341
2,183
959
1,183
202
2,343
115,001
108,930
20,147
18,548
1,145
369
18,633
20,147
844
370
17,334
18,548
The statement of financial position is to be read in conjunction with the attached notes.
2222
Dicker Data LimiteD
stAtement of chAnges in equity
Balance at 1 July 2011
Profit after income tax for the year
Other comprehensive income for the year net of tax
total comprehensive income for the year
Transactions with owners in their capacity as owners:
Share issue
Share Option reserve
Dividend Paid (Note 9)
Issued
Capital
$’000
Retained
Profits
$’000
540
15,837
–
–
–
300
4
–
8,276
–
8,276
–
–
(6,780)
Balance at 30 June 2012
844
17,333
Profit after income tax for the year
Other comprehensive income for the year net of tax
total comprehensive income for the year
Transactions with owners in their capacity as owners:
Share Issue (Note 19)
Share Option Reserve (Note 19)
Dividend Paid (Note 9)
Balance at 30 June 2013
–
–
–
300
1
–
9,246
–
9,246
–
–
(7,946)
1,145
18,633
Share
Option
Reserve
$’000
5
–
–
–
–
(4)
–
1
–
–
–
–
(1)
–
–
Capital
profits
reserve
$’000
369
–
–
–
–
–
–
Total
Equity
$’000
16,751
8,276
–
8,276
300
–
(6,780)
369
18,547
–
–
–
–
–
–
9,246
–
9,246
300
–
(7,946)
369
20,147
The statement of changes in equity is to be read in conjunction with the attached notes.
2323
for the year ended 30 June 2013AnnuAl RepoRt 2013
stAtement of cAsh flows
CASH FLOWS FROM OPERATING ACTIVITIES
receipts from customers (inclusive of GSt)
Payments to suppliers and employees (inclusive of GST)
interest received
interest and other finance costs paid
income tax paid
Notes
2013
$’000
2012
$’000
500,462
495,798
(497,720)
(501,911)
4
(3,455)
(3,908)
5
(3,149)
(3,738)
NET CASH FROM (USED IN) OPERATING ACTIVITIES
26
(4,617)
(12,994)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for property, plant and equipment
Proceeds from sale of property, plant and equipment
Payments for intangibles
NET CASH FROM (USED IN) INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from share issue
Proceeds/(Repayment) from borrowings
Payment of dividends
NET CASH FROM (USED IN) FINANCING ACTIVITIES
NET CASH FLOWS
cash at beginning of financial year
CASH END OF FINANCIAL YEAR
The statement of cash flows is to be read in conjunction with the attached notes.
13
14
(3,737)
–
(103)
(3,840)
(970)
325
(93)
(738)
19
301
304
16,671
18,521
(8,232)
(4,871)
8,740
13,954
283
222
505
222
1
222
10
2424
for the year ended 30 June 2013Dicker Data LimiteD
notes to the finAnciAl stAtements
The financial statements cover Dicker Data Limited
(Dicker Data) as an individual entity. Dicker Data is a listed
public company incorporated and domiciled in australia.
1. Summary of Significant Accounting Policies
Basis of Preparation
The financial report is a general purpose financial report
that has been prepared in accordance with Australian
accounting Standards (including australian accounting
interpretations) of the australian accounting Standards
Board and the Corporations Act 2001, as appropriate
for profit oriented entities.
australian accounting Standards set out accounting
policies that the AASB has concluded would result
in a financial report containing relevant and reliable
information about transactions, events and conditions
to which they apply. Compliance with Australian
Accounting Standards ensures that the financial
statements and notes also comply with International
Financial reporting Standards (iFrS).
material accounting policies adopted in the preparation of
this financial report are presented below. They have been
consistently applied unless otherwise stated.
The financial report has been prepared on an accruals
basis and is based on historical costs modified by the
revaluation of selected non-current assets, and 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 was authorised for
issue by the directors on 29 August 2013.
a. Income Tax
income tax expense (revenue) for the year comprises
current income tax expense (income) and deferred tax
expense (income).
Current income tax expense charged to the profit or loss
is the tax payable on taxable income calculated using
applicable income tax rates enacted, or substantially
enacted, as at the end of the reporting period. Current
tax liabilities (assets) are therefore measured at the
amounts expected to be paid to (recovered from) the
relevant taxation authority.
current and deferred income tax expense (income) is
charged or credited outside profit or loss when the tax
relates to items that are recognised outside profit or loss.
Deferred tax assets and liabilities are ascertained based
on temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in
the financial statements. Deferred tax assets also result
where amounts have been fully expensed but future tax
deductions are available. No deferred income tax will
be recognised from the initial recognition of an asset or
liability where there is no effect on accounting or taxable
profit or loss.
Deferred income tax expense reflects movements in
deferred tax asset and deferred tax liability balance
during the year as well as unused tax losses.
Deferred tax assets and liabilities are calculated at the
tax rates that are expected to apply to the period when
the asset is realised or the liability settled, based on tax
rates enacted or substantively enacted as at the end of
the reporting period. Their measurement also reflects
the manner in which management expects to recover or
settle the carrying amount of the related asset or liability.
Deferred tax assets relating to temporary differences and
unused tax losses are recognised only to the extent that
it is probable that future taxable profit will be available
against which the benefits of the deferred tax asset can
be utilised.
Where temporary differences exist in relation to
investments in subsidiaries, branches, associates,
and joint ventures, deferred tax assets and liabilities
are not recognised where the timing of the reversal
of the temporary difference can be controlled and
it is not probable that the reversal will occur in the
foreseeable future.
Current tax assets and liabilities are offset where a legally
enforceable right of set-off exists and it is intended that
net settlement or simultaneous realisation and settlement
of the respective asset and liability will occur. Deferred tax
assets and liabilities are offset where a legally enforceable
right of set-off exists, the deferred tax assets and liabilities
relate to income taxes levied by the same taxation
authority on either the same taxable entity or different
taxable entities where it is intended that net settlement or
simultaneous realisation and settlement of the respective
asset and liability will occur in future periods in which
significant amounts of deferred tax assets or liabilities
are expected to be recovered or settled.
2525
for the year ended 30 June 2013AnnuAl RepoRt 2013 notes to the finAnciAl stAtements continued
1. Summary of Significant Accounting Policies
Depreciation
(continued)
b. 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 three months
or less.
c. Trade Receivables
Trade receivables, which are non-interest bearing
and generally due for settlement within 30 days from
end of month, are recognised initially at fair value
and subsequently measured at amortised cost, less
an allowance for impairment. Collectability of trade
receivables is reviewed on an ongoing basis. Debts that
are known to be uncollectable are written off by reducing
the carrying amount directly. a provision for impairment
of trade receivables is raised when there is objective
evidence that the company will not be able to collect
all amounts due according to original terms. Significant
financial difficulties of the debtor, probability that the
debtor will enter bankruptcy or financial reorganisation
and default or delinquency in payments (more than
90 days overdue) are considered indicators that the
trade receivable may be impaired. the amount of the
impairment allowance is the difference between the
asset’s carrying amount and the present value of the
estimated future cash flows, discounted at the original
effective interest rate.
Other receivables are recognised at amortised cost,
less any provision for impairment.
d. Inventories
Inventories are measured at the lower of cost and net
realisable value. costs are assigned to individual items
of inventory on the basis of weighted average cost.
Net realisable value is the estimated selling price in
the ordinary course of business.
e. Property, Plant and Equipment
Each class of property, plant and equipment is carried
at cost less, where applicable, any accumulated
depreciation and impairment losses.
The depreciable amount of all fixed assets including
buildings and capitalised leased assets, but excluding
freehold land, are depreciated on a straight line basis over
their estimated useful lives to the entity commencing from
the time the asset is held ready for use.
the useful life in years used for each class of depreciable
asset is:
Class of Fixed Asset
Buildings
Property Improvements
Plant and equipment
Motor vehicles
Useful Life
25 years
10 – 20 years
2 – 10 years
8 years
The assets’ residual values and useful lives are reviewed,
and adjusted if appropriate, at the end of each reporting
period. 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 or losses are included in the income statement.
When re-valued assets are sold, amounts included in the
revaluation reserve relating to that asset are transferred
to retained earnings.
f. Intangible Assets
intangible assets acquired are initially recognised at cost.
intangible assets are subsequently measured at cost less
amortisation and any impairment. the gains and losses
recognised in profit or loss arising from the derecognition
of intangible assets are measured as the difference
between net disposal proceeds and the carrying amount
of the intangible asset. the method and useful lives of
finite life intangibles are reviewed annually. Changes in
the expected pattern of consumption or useful life are
accounted for prospectively by changing the amortisation
method or period.
Website Design and Development
Significant costs associated with the website design and
development are deferred and amortised on a straight
line basis over a period of its expected benefit, being its
finite life of 4 years. Amortisation of the asset commenced
when the website first became available for use.
2626
for the year ended 30 June 2013Dicker Data LimiteD g. 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 the company
are classified as finance leases. Finance leases are
capitalised by recording an asset and a liability at the
lower of the amounts equal to the fair value of the leased
property or the present value of the minimum lease
payments, including any guaranteed residual values.
Lease payments are allocated between the reduction
of the lease liability and the lease interest expense for
the period.
Leased assets are depreciated on a straight line basis over
the shorter of their estimated useful lives or the lease term.
Lease payments for operating leases, where substantially
all the risks and benefits remain with the lessor, are
charged as expenses in the periods in which they
are incurred.
h. Financial Instruments
Initial Recognition and 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 time frames established
by marketplace convention.
Financial instruments are initially measured at fair
value plus transactions costs. Where the instrument is
classified ‘at fair value through profit or loss’ transactions
costs are expensed to profit or loss immediately.
Classification and Subsequent Measurement
Financial instruments are subsequently measured at
either, fair value, amortised cost using the effective
interest rate method or cost. Fair value represents the
amount for which an asset could be exchanged or a
liability settled, between knowledgeable, willing parties.
Where available, quoted prices in an active market are
used to determine fair value. In other circumstances,
valuation techniques are adopted.
Amortised cost is calculated as: (i) the amount at which
the financial asset or financial liability is measured at
initial recognition; (ii) less principal repayments; (iii) plus
or minus the cumulative amortisation of the difference,
if any, between the amount initially recognised and the
maturity amount calculated using the effective interest
method; and (iv) less any reduction of impairment.
the effective interest method is used to allocate interest
income or interest expense over the relevant period
and is equivalent to the rate that exactly discounts
estimated future cash payments or receipts (including
fees, transaction cost and other premiums or discounts)
through the expected life (or when this cannot be reliably
predicted, the contractual term) of the financial instrument
to the net carrying amount of the financial asset or
financial liability. Revisions to expected future net cash
flows will necessitate an adjustment to the carrying value
with a consequential recognition of an income or expense
in profit or loss.
(i) Financial assets at fair value through profit or loss
Financial assets are classified at ‘fair value through profit or
loss’ when they are either held for trading for the purpose
of short term profit taking. Such assets are subsequently
measured at fair value with changes in carrying value being
included in profit or loss. The company has not held any
financial assets at fair value through profit and loss in the
current or comparative financial year.
(ii) Loans and receivables
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.
Loans and receivables are included in current assets,
except for those which are not expected to mature within
12 months after the end of the reporting period, which will
be classified as non-current assets.
(iii) Held-to-maturity investments
Held-to-maturity investments are included in non-current
assets, except for those which are expected to mature
within 12 months after the end of the reporting period,
which will be classified as current assets.
If during the period the company sold or reclassified
more than an insignificant amount of the held-to-maturity
investments before maturity, the entire category of held-
to-maturity investments would be tainted and would be
reclassified as available-for-sale.
(iv) Available-for-sale financial assets
Available-for-sale financial assets are included in
non-current assets, except for those which are expected
to be disposed of within 12 months after the end of the
reporting period, which will be classified as current assets.
(v) Financial liabilities
Non-derivative financial liabilities (excluding financial
guarantees) are subsequently measured at amortised cost.
2727
AnnuAl RepoRt 2013 notes to the finAnciAl stAtements continued
1. Summary of Significant Accounting Policies
(continued)
Fair value
Fair value is determined based on current bid prices for
all quoted investments. Valuation techniques are applied
to determine the fair value for all unlisted securities,
including recent arm’s length transactions, reference
to similar instruments and option pricing models.
Impairment
At the end of each reporting period, the company
assesses whether there is objective evidence that a
financial instrument has been impaired. In the case of
available-for-sale financial instruments, a prolonged
decline in the value of the instrument is considered
to determine whether an impairment has arisen.
impairment losses are recognised in the statement
of comprehensive income.
i. Impairment of Assets
At the end of each reporting period, the company
assesses whether there is any indication that an
asset may be impaired. The assessment will include
considering external sources of information and internal
sources of information including dividends received
from subsidiaries, associates or jointly controlled entities
deemed to be out of pre-acquisition profits. If such an
indication exists, an impairment test is carried out on the
asset by comparing the recoverable amount of the asset,
being the higher of the asset’s fair value less costs to sell
and value in use 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.
Where it is not possible to estimate the recoverable
amount of an individual asset, the company estimates the
recoverable amount of the cash-generating unit to which
the asset belongs.
j. Employee Benefits
Provision is made for the company’s liability for employee
benefits arising from services rendered by employees to
the end of the reporting period. 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.
2828
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.
In determining the liability, consideration is given to
employee wage increases and the probability that the
employee may not satisfy vesting requirements. those
cash flows are discounted using market yields on national
government bonds with terms to maturity that match the
expected timing of cash flows.
k. Trade and Other Payables
these amounts represent liabilities for goods and
services provided to the company prior to the end of the
financial year and which are unpaid. Due to their short
term nature they are measured at amortised cost and not
discounted. the amounts are unsecured and are usually
paid within 30–60 days of recognition.
l. Provisions
Provisions are recognised when the company has a legal
or constructive obligation, as a result of past events, for
which it is probable that an outflow of economic benefits
will result and that outflow can be reliably measured.
Provisions are measured using the best estimate of the
amounts required to settle the obligation at the end of the
reporting period.
m. Revenue and Other Income
revenue is measured at the fair value of the consideration
received or receivable. Sale of goods revenue is
recognised at the point of sale, which is where the
customer has taken delivery of the goods, the risks and
rewards are transferred to the customer and there is a
valid sales contract. amounts disclosed as revenue are
net of sales returns.
interest revenue is recognised as interest accrues
using the effective interest method. this is a method of
calculating the amortised cost of a financial asset and
allocating the interest income over the relevant period
using the effective interest rate, which is the rate that
exactly discounts estimated future cash receipts through
the expected life of the financial asset to the net carrying
amount of the financial asset.
all revenue is stated net of the amount of goods and
services tax (GSt).
Other revenue is recognised when it is received or when
the right to receive payment is established.
for the year ended 30 June 2013Dicker Data LimiteD n. Borrowing Costs
Borrowing costs directly attributable to the acquisition,
construction or production of assets that necessarily take
a substantial period of time to prepare for their intended
use or sale, are added to the cost of those assets,
until such time as the assets are substantially ready for
their intended use or sale. All other borrowing costs
are recognised in expenses in the period in which they
are incurred.
o. 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 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 statement of
financial position are shown inclusive of GST.
Cash flows are presented in the Statement of Cash Flows
on a gross basis, except for the GST component of
investing and financing activities, which are disclosed as
operating cash flows.
p. Contributed Equity
Ordinary shares are classified as equity. Incremental
costs directly attributable to the issue of shares or options
are shown in equity as a deduction, net of tax from
proceeds.
q. Comparative Figures
When required by Accounting Standards, comparative
figures have been adjusted to conform to changes in
presentation for the current year.
r. Critical Accounting Estimates and Adjustments
The directors evaluate estimates and judgements
incorporated into the financial statements 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 company.
The directors have identified the following critical
accounting policies for which significant judgements,
estimates and assumptions are made. actual results may
differ from these estimates under different assumptions
and conditions and may materially affect the financial
results or the financial position in future periods.
Further details on the nature of these assumptions and
conditions are noted below:
Consumables Used
Cost of goods are represented in the Statement of Profit
or Loss and Other comprehensive income net of supplier
rebates and settlement discounts. Supplier rebates can
be paid monthly, quarterly or half yearly. At the end of the
financial year an estimate of rebates due, relating to the
financial year is accounted for based on best available
information at the time of the rebate being paid.
Income Tax
The company is subject to income taxes based on the
income tax laws of Australia. Significant judgement is
required in determining the provision for income tax.
there are many transactions and calculations undertaken
during the ordinary course of business for which the
ultimate tax determination is uncertain. the company
recognises liabilities for anticipated tax expense based on
its current understanding of the tax law.
Recovery of Deferred Tax Assets
Judgement is required in assessing whether certain
deferred tax assets and deferred tax liabilities are
recognised on the Statement of Financial Position.
Deferred tax assets including those arising from capital
losses are recognised only when it is considered more
likely than not that they will be recovered, which is
dependent on the generation of future capital profits. An
assumption has been made that it is unlikely that future
capital profits will be earned.
Estimation of Useful Lives of Assets
the company determines the estimated useful lives and
related depreciation and amortisation charges for its
property, plant and equipment and definite life intangible
assets. The useful lives could change significantly as
a result of technical innovations or some other event.
The depreciation and amortisation charge will increase
where the useful lives are less than previously estimated
lives, or technically obsolete or non-strategic assets
that have been abandoned or sold will be written off or
written down.
2929
AnnuAl RepoRt 2013 notes to the finAnciAl stAtements continued
1. Summary of Significant Accounting Policies
(continued)
Long Service Leave Provision
the liability for long service leave is recognised and
measured at the present value of the estimated future
cash flows to be made in respect of all employees at
the reporting date.
Provision for Impairment of Receivables
the provision for impairment of receivables assessment
requires a degree of estimation and judgement. The
level of provision is assessed by taking into account
the recent sales experience, the ageing of receivables,
historical collection rates and specific knowledge of the
individual debtors’ financial position. The impairment
for receivables has been calculated net of estimated
insurance recoveries.
Provision for Impairment of Inventories
the provision for impairment of inventories assessment
requires a degree of estimation and judgement. The level
of the provision is assessed by taking into account the
recent sales experience, the ageing of inventories and
other factors that affect inventory obsolescence.
Share Option Reserve
the share option reserve represents fair value of options
on grant date. Fair value is independently determined
using Black-Scholes option pricing model that takes
into account the exercise price,the term of the option,
the impact of dilution, the share price at grant date and
expected price volatility of the underlying share, the
expected dividend yield and the risk free interest rate
for the term of the option.
s. Rounding of Amounts
the company is of a kind referred to in class Order
98/100, issued by the Australian Securities and
Investments Commission, relating to ‘rounding-
off’. amounts in this report have been rounded off
in accordance with that Class Order to the nearest
thousand dollars, or in certain cases, the nearest dollar.
t. Adoption of New & Revised Accounting Standards
During the current year, the company has adopted all
of the new and revised Australian Accounting Standards
and Interpretations applicable to its operations which
became mandatory.
the adoption of these Standards has not had any
material impact on the financial statements of the
company. Any new revised or amending Accounting
standards or interpretation that are not yet mandatory
have not been adopted
u. New Accounting Standards for Application
in Future Periods
Refer to the following page for Australian Accounting
Standards issued or amended which may be applicable
to the company but are not yet effective and have not
been adopted in preparation of the financial statements
at reporting date.
The new and amended Accounting Standards
and interpretations are not expected to have any
material impact on the annual financial statements
of the company.
3030
for the year ended 30 June 2013Dicker Data LimiteD New Accounting Standards for Application in Future Periods
AASB No. Title
9
10
11
12
13
Financial instruments
consolidation
Joint Arrangements
Disclosure of interests in Other entities
Fair Value Measurement
119
Employee Benefits
2010 – 2 amendments to australian accounting Standards arising from reduced
Disclosure requirements
Operative
Date (Annual
reporting periods
beginning on
or after)
1 Jan 2015
1 Jan 2013
1 Jan 2013
1 Jan 2013
1 Jan 2013
1 Jan 2013
1 Jul 2013
Issue Date
Dec 2010
Aug 2011
Aug 2011
Aug 2011
Sep 2011
Sep 2011
Jun 2010
2010 – 7 Amendments to Australian Accounting Standards arising from AASB 9
Dec 2010
1 Jan 2013
(December 2010) [AASB 1, 3, 4, 5, 7, 101, 102, 108, 112, 118, 120, 121, 127,
128, 131, 132, 136, 137, 139, 1023 & 1038 and Interpretations 2, 5, 10, 12,
19 & 127]
2010 – 10 Further Amendments to Australian Accounting Standards – Removal of Fixed
Dec 2010
1 Jan 2013
Dates for First-time Adopters [AASB 2009-11 & AASB 2010-7]
2011 – 4 amendments to australian accounting Standards to remove individual key
Jul 2011
1 Jul 2013
Management Personnel Disclosure Requirements[AASB 124]
2012 – 2 Amendments to Australian Accounting Standards – Disclosures – Offsetting
Jun 2012
1 Jan 2013
Financial Assets and Financial Liabilities [AASB 7 & AASB 132]
2012 – 3 Amendments to Australian Accounting Standards – Offsetting Financial
Jun 2012
1 Jan 2014
Assets and Financial Liabilities [AASB 132]
2012 – 5 amendments to australian accounting Standards arising from annual
Jun 2012
1 Jan 2013
Improvements 2009–2011 Cycle [AASB 1, AASB 101, AASB 116, AASB 132
& AASB 134 and Interpretation 2]
2012 – 6 Amendments to Australian Accounting Standards – Mandatory Effective Date
Sep 2012
1 Jan 2015
of AASB9 and Transition Disclosures
2012 – 9 Amendments AASB 1048 arising from the withdrawal of Australian
Dec 2012
1 Jan 2013
Interpretation 1039
3131
AnnuAl RepoRt 2013 notes to the finAnciAl stAtements continued
2. restatement of Comparatives
In the previous year early settlement discounts were incorrectly disclosed as revenue when they should have been treated
as a reduction in cost of sales in accordance with AASB102. There is no impact to the net profit reported but comparatives
have been restated to reflect this correctly. Extracts for the restatement of the comparatives is disclosed below.
2012
As Reported
$’000
Adjustment
$’000
2012
As Restated
$’000
455,036
5
746
592
269
–
–
(746)
–
–
455,036
5
–
592
269
456,648
(746)
455,902
1,223
(423,892)
(422,669)
–
746
746
1,223
(423,146)
(421,923)
Note
2013
$’000
2012
$’000
2
451,219
455,036
4
–
107
252
5
–
592
269
451,582
455,902
Extract of Statement of Comprehensive Income
Revenue and other income
Sales revenue
Other revenue:
interest received
Discounts received
recoveries
Other revenue
Total Revenue
Expenses
changes in inventory
consumables used
Cost of Sales
3. revenue and Other income
Sales revenue:
Sale of goods
Other revenue:
interest received
Discounts received
recoveries
Other revenue
Total Revenue
3232
for the year ended 30 June 2013Dicker Data LimiteD 4. expenses for the year
Cost of sales
Finance costs
Superannuation expense
Other Expenses:
insurance
Bad and doubtful debts
Net loss on disposal of non-current assets
Rental expense – operating leases
5. income Tax expense
a. The components of tax expense comprise:
Current tax
Over/(Under) provision in respect of prior years
Deferred tax
Over/(Under) provision in respect of prior years
Note
2
2013
$’000
2012
$’000
413,844
421,923
3,455
1,200
1,147
180
31
28
2013
$’000
4,090
15
4,105
(80)
(11)
(91)
3,149
1,015
1,174
706
48
44
2012
$’000
3,819
37
3,856
(119)
252
133
4,014
3,989
Note
15
3333
AnnuAl RepoRt 2013 notes to the finAnciAl stAtements continued
5. income Tax expense (continued)
b. The prima facie tax payable on profit before income tax is reconciled to the income tax as follows:
Prima facie tax payable on profit before income tax at 30% (2012: 30%)
Add tax effect of:
Under provision for income tax in prior year
Non-deductible expenses
Less tax effect of:
Investment allowance
Income tax expense attributable to entity
The applicable weighted average effective tax rates are as follows:
6. earning Per Share
2013
$’000
3,978
4
32
2012
$’000
3,679
289
21
4,014
3,989
–
4,014
30.3%
–
3,989
32.5%
2013
$’000
2012
$’000
a Basic earnings per share (cents)
From continuing operations attributable to the ordinary equity holders of the company
7.28
6.55
b Diluted earnings per share (cents)
From continuing operations attributable to the ordinary equity holders of the company
7.24
6.48
c Weighted average number of shares used as denominator
Weighted average number of ordinary shares used as the denominator in calculating
basic earnings per share
Weighted average number of ordinary shares and options granted are used as the
denominator in calculating diluted earnings per share
127,016
126,336
127,700
127,568
3434
for the year ended 30 June 2013Dicker Data LimiteD
7. key Management Personnel Disclosures
Compensation
The aggregate compensation made to directors and other members of key management personnel is set out below:
Short-term benefits
Post-employment benefits
Total compensation
2013
$’000
2,062
180
2,242
2012
$’000
1,754
157
1,910
Shareholding
The number of shares held during the financial year by each director and other members of key management personnel,
including personally related parties is set out below:
2013
Ordinary Shares
David Dicker
Fiona Brown
Mary Stojcevski
Chris Price
michael Demetre
Vlad Mitnovetski
2012
Ordinary Shares
David Dicker
Fiona Brown
Mary Stojcevski
Chris Price
michael Demetre
Vlad Mitnovetski
Balance at
start of year
Additions
Disposals
Balance at
end of year
63,750,000
56,250,000
10,000
15,500
10,000
24,439
–
21,757
40,136
–
–
–
–
63,750,000
1,000
56,270,757
–
–
–
–
50,136
15,500
10,000
24,439
120,059,939
61,893
1,000 120,120,832
Balance at
start of year
Additions
Disposals
Balance at
end of year
63,750,000
56,250,000
10,000
15,500
10,000
14,439
–
–
–
–
–
10,000
–
63,750,000
–
56,250,000
–
–
–
–
10,000
15,500
10,000
24,439
120,049,939
10,000
– 120,059,939
3535
AnnuAl RepoRt 2013 notes to the finAnciAl stAtements continued
8. Auditors’ remuneration
Auditing or reviewing the financial report
Other services – Tax compliance
9. Dividends
Dividends declared and paid in 2013:
Final dividend – 30 June 2012. Fully franked at $0.0200 per ordinary share
paid 08 October 2012 (2011: $0.0200)
Interim dividend – 30 June 2013. Fully franked at $0.010 per ordinary share
paid 11 January 2013 (2012: $0.0093)
Interim dividend – 30 June 2013. Fully franked at $0.020 per ordinary share
paid 9 April 2013 (2012: $0.0093)
Dividend declared 2013 but not yet paid:
Interim dividend – 30 June 2013. Fully franked at $0.0125 per ordinary share
declared 24 June 2013 and paid 10 July 2013 (2012: $0.0150)
2013
$’000
2012
$’000
99
67
166
102
79
181
2013
$
2012
$
2,530
2,530
1,266
1,176
2,554
1,176
1,596
7,946
1,898
6,780
The tax rate that dividends have been franked is 30% (2012: 30%)
Franking credit balance:
Franking credits available for subsequent financial years based on a tax rate
of 30% (2012: 30%)
6,648
6,146
The above amounts represent the balance of the franking account as at the end of the financial year adjusted for franking
credits arising from:
– franking credits from dividends recognised as receivables at year end
– franking credits that will arise from payment of the current tax liability
– franking debits arising from payment of proposed dividends recognised as a liability
10. Cash and Cash equivalents
cash at bank
3636
2013
$
505
505
2012
$
222
222
for the year ended 30 June 2013Dicker Data LimiteD 11. Trade and Other receivables
Current
trade debtors
Less provision for impairment of receivables
Other receivables
Movements in the provision for impairment of receivables:
Opening balance
charge for the year
closing balance
2013
$
2012
$
59,052
64,369
(79)
(104)
58,973
5,456
64,429
64,265
4,406
68,671
104
(25)
79
135
(32)
104
Past due but not impaired:
The following table details the company’s trade receivables exposed to credit risk with ageing analysis and impairment
provided for thereon. Amounts are considered as ‘past due’ when the debt has not been settled within the terms and
conditions agreed between the company and the customer or counterparty to the transaction. Receivables that are past
due are assessed for impairment by ascertaining solvency of the debtors and are provided for where there are specific
circumstances indicating that the debt may not be fully repaid to the company.
Customers with balances past due but without provision for impairment of receivables amount to $3,429,670 as
at 30 June 2013 (2012: $4,495,729). The company did not consider a credit risk on these balances after reviewing credit
terms of customers and trading history.
Past due and impaired:
Gross Impaired Receivables over 90 days
Less: Expected Recoveries
Past due but not impaired:
31 – 60 days overdue
61 – 90 days overdue
2013
$
236
(157)
79
3,286
144
3,430
2012
$
205
(101)
104
3,556
940
4,496
3737
AnnuAl RepoRt 2013 notes to the finAnciAl stAtements continued
Note
2013
$
2012
$
50,104
41,687
(419)
(364)
49,685
41,323
Note
13 (a)
2013
$
6,904
11,772
(575)
11,197
18,101
1,127
(312)
815
1,090
(749)
341
580
(264)
316
1,472
19,573
1,019
2012
$
6,904
8,312
(340)
7,972
14,876
1,025
(208)
817
1,127
(687)
440
710
(295)
415
1,672
16,548
1,212
12. inventories
Current
At cost:
Stock on hand
Less provision for impairment of stock
13. Property, Plant and equipment
Freehold land
Buildings
Less accumulated depreciation
total land and buildings
Fitout Costs – 230 Captain Cook Drive
Less accumulated depreciation
Plant and equipment
Less accumulated depreciation
motor vehicles
Less accumulated depreciation
total plant and equipment
Total property, plant and equipment
Carrying amount of assets under finance lease
3838
for the year ended 30 June 2013Dicker Data LimiteD 13 a. Movement in Carrying Amounts
Movements in carrying amounts for each class of property, plant and equipment.
Balance at 1 July 2011
additions
Disposals
Depreciation expense
Freehold
land
$000’
6,904
–
–
–
Carrying amount at 30 June 2012
6,904
additions
Disposals
Depreciation expense
–
–
–
Buildings
$000’
8,092
87
(207)
7,972
3,462
(2)
(235)
Carrying amount at 30 June 2013
6,904
11,197
Fitout
$000’
938
–
–
(121)
817
106
(3)
(105)
815
14. intangible Assets
Website development – at cost
Less accumulated amortisation
Plant and
equipment
$000’
Motor
vehicles
$000’
431
336
(63)
(264)
440
169
(26)
(242)
341
Note
270
547
(310)
(92)
415
–
(4)
(95)
316
2013
$
196
(23)
173
Total
$000’
16,635
970
(373)
(684)
16,548
3,737
(35)
(677)
19,573
2012
$
93
–
93
3939
AnnuAl RepoRt 2013
notes to the finAnciAl stAtements continued
15. Tax
a. Assets
Non-current
Deferred tax assets
The balance comprises temporary differences attributable to:
Note
2013
$
2012
$
24
373
130
102
74
–
80
783
621
162
–
783
31
235
17
114
104
–
120
621
798
(177)
–
621
Amounts recognised in profit or loss:
Provision for receivables impairment
Provision for employee entitlements
accrued expenses
inventory
capitalised expenditure
tax losses
Amounts recognised in equity:
transaction costs on share issue
Deferred tax asset
Movements in Deferred Tax Asset
Opening Balance
Credited/(charged) to profit or loss
Credited/(charged) to equity
Closing Balance
4040
for the year ended 30 June 2013Dicker Data LimiteD b. Liabilities
Current
Provision for income tax
Non-current
Deferred tax Liability
The balance comprises temporary differences attributable to:
Amounts recognised in profit or loss:
Land and Buildings
Plant and Equipment
accrued income
Deferred tax liability
Movements in Deferred Tax Liability
Opening Balance
Credited/(charged) to profit or loss
Credited/(charged) to equity
Closing Balance
16. Trade and Other Payables
Current
trade creditors
Unearned Revenue
Other creditors
Note
2013
$
2012
$
1,539
1,342
220
74
960
220
96
867
1,254
1,183
1,183
1,226
71
–
(44)
–
1,254
1,183
Note
2013
$
2012
$
43,189
54,809
1,060
2,941
1,031
2,680
47,191
58,520
4141
AnnuAl RepoRt 2013 notes to the finAnciAl stAtements continued
17. Borrowings
Current
Debtor Finance
Purchase finance facility
Lease liability
Non-current
Lease liability
a. Total current and non-current secured liabilities:
Debtor Finance
Purchase finance facility
Lease liability
b. The carrying amounts of non-current assets pledged as security are:
Leased assets
Note
2013
$
2012
$
43,399
19,514
274
45,988
–
156
63,187
46,145
588
959
43,399
19,514
862
63,775
45,988
–
1,115
47,103
1,019
1,223
c. The debtor finance facility is secured by a registered fixed and floating charge over all assets and undertakings of the
company, fixed charge over all debtors, a Deed of Amendment and Acknowledgement between the financier and a
major supplier to the aggregate of the finance facility and assignment of trade debtor insurance.The purchase finance
facility is an unsecured facility.
4242
for the year ended 30 June 2013Dicker Data LimiteD 18. Provisions
Provision for long service leave:
Opening balance at 1 July 2012
additional provisions raised
amounts used
Balance at 30 June 2013
Provision for annual leave:
Opening balance at 1 July 2012
additional provisions raised
Balance at 30 June 2013
Total Provisions
Opening balance at 1 July 2012
additional provisions raised
amounts used
Balance at 30 June 2013
Analysis of Total Provisions
current
Non-current
Note
2013
2012
365
181
(8)
538
417
288
705
782
469
(8)
1,243
902
341
1,243
232
174
(41)
365
241
176
417
473
350
(41)
782
580
202
782
4343
AnnuAl RepoRt 2013 notes to the finAnciAl stAtements continued
19. issued Capital
Ordinary shares – fully paid
1,145 127,700,000
844 126,500,000
2013
2012
$’000
Shares
$’000
Shares
a. Ordinary class Shares
Movements in ordinary share capital
Balance at 1 July 2011
Shares issued on exercise of options
Share Option reserve
Balance at 30 June 2012
Shares issued on exercise of options
Shares issued on exercise of options
Shares issued on exercise of options
Shares issued on exercise of options
Shares issued on exercise of options
Share Option reserve
Balance at 30 June 2013
Date
$
Number
09.08.11
09.08.11
12.12.12
14.01.13
04.02.13
12.02.13
18.02.13
539,895 125,000,000
300,000
1,500,000
4,162
–
844,057 126,500,000
25,000
100,000
100,000
400,000
87,500
50,000
37,500
513
350,000
200,000
150,000
–
1,144,570 127,700,000
Fully paid ordinary shares rank equally in all respects. All ordinary shares issued as at 30 June 2013 are fully paid. Ordinary
shares entitle the holder to participate in dividends and the proceeds on winding up of the company in proportion to the
number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting
in person or by proxy is entitled to one vote, and upon a poll each share is entitled to one vote. The issue of shares in the
company, subject to legislative requirements, is under the control of the directors.
b. Share Options
In the 2011 financial year options were granted to Stonebridge Securities Ltd and related parties. The options granted
were to acquire 1,200,000 fully paid ordinary shares, exercisable at $0.25 anytime within 36 months from the date of
granting, expiring on 24 January, 2014. All of these options have now been exercised. There are currently no share options
outstanding.
c. capital management
Management controls the capital of the company in order to provide the shareholders with adequate returns and to ensure
that the company can fund its operations and continue as a going concern. the company’s debt and capital includes
ordinary share capital and financial liabilities, supported by financial assets.
Management effectively manage the company’s capital by assessing the company’s financial risks and adjusting its capital
structure in response to changes in these risks and in the market. these responses include the management of debt
levels, distributions to shareholder and share issues. The company’s previously announced dividend policy continues
which provides for quarterly dividends to be paid, with the aim to pay out dividends of up to 100% of underlying after tax
profits from operations. In determining the amount of dividends management will take into account historical earnings of
the company, available free cash flow from trading and projected capital expenditure.
4444
for the year ended 30 June 2013Dicker Data LimiteD 20. reserves
a. Capital Profits Reserve (Pre-CGT)
Note
2013
$
2012
$
the capital profits reserve records non-taxable profits on sale of investments.
369
369
b. Share Option reserve
the share option reserve is used to recognise the grant fair value of options issued
but not exercised.
–
369
1
370
The share option reserve represents fair value of options on grant date. Fair value is independently determined using Black-
Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the
share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free
interest rate for the term of the option. The share option reserve has been adjusted for options exercised during the period.
21. Capital And Leasing Commitments
Note
2013
$
2012
$
a. Operating Lease commitments
Non-cancellable operating leases contracted for but not capitalised in the financial
statements
Payable:
not later than 12 months
between 12 months and five years
b. capital expenditure commitments
Capital expenditure commitments contracted for:
Balance of road works to be completed
189
398
587
159
346
505
395
3,600
22. related Party Transactions
Other than the noted transactions all dealings with related parties are trivial or domestic in nature and occurred within
a normal employee/customer/supplier relationship on terms and conditions no more favourable than those which it is
reasonable to expect would have been adopted than if dealing at arm’s length in the circumstances.
Transactions with related parties:
a. Loans to/(from) directors
The directors had unsecured loan accounts, which have since been paid out.
–
–
Note
2013
$
2012
$
4545
AnnuAl RepoRt 2013 notes to the finAnciAl stAtements continued
23. Operating Segments
During the year the company operated in one business segment being wholesale distribution of computers and related
products. Operations were carried out mainly in Australia.
24. Financial risk Management
Financial assets
cash and cash equivalents
Loans and receivables
Total Financial Assets
Financial Liabilities
trade and other payables
Borrowings
Total Financial Liabilities
Note
2013
$
2012
$
9
10
16
17
505
65,005
65,510
222
68,670
68,893
47,766
63,775
58,520
47,103
111,541
105,624
Financial Risk Management Policies
The directors’ overall risk management strategy seeks to assist the company in meeting its financial targets, whilst
minimising potential adverse effects on financial performance.
Although the company does not have any documented policies and procedures, the key management personnel manage
the different types of risks to which the company is exposed by considering risk and monitoring levels of exposure to
interest rate and credit risk and by being aware of market forecasts for interest rates. Ageing analyses and monitoring
of specific credit allowances are undertaken to manage credit risk. Liquidity risk is managed through general business
budgets and forecasts.
The main purpose of non-derivative financial instruments is to raise finance for company operations. The company does
not have any derivative instruments at year end. the directors and key management personnel meet on a regular basis to
analyse financial risk exposure and to evaluate treasury management strategies in the context of the most recent economic
conditions and forecasts.
Specific Financial Risk Exposures and Management
The main risks the company is exposed to through its financial instruments are:
a. credit risk
b. liquidity risk and
c. interest rate risk
4646
for the year ended 30 June 2013Dicker Data LimiteD a. credit risk
Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract
obligations that could lead to a financial loss to the company.
Credit risk is reviewed regularly by the directors and key management personnel. It predominantly arises from exposures
to customers. The company’s exposure to credit risk is limited due to debtor insurance which is held over its trade
receivables. The insurance policy limits the exposure of the company to 10% of the individual customer’s balance plus
the excess as specified in the policy after an aggregate first loss of $100,000. Receivables balances are monitored on
an ongoing basis with the result that the company’s exposure to bad debts has not been significant.
It is the company’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures
including an assessment of their credit rating, financial position, past experience and industry reputation. Credit limits
are set for each individual customer in accordance with parameters set by the directors. These credit limits are regularly
monitored. customers that do not meet the company’s strict credit policies may only purchase in cash or using
recognised credit cards.
Credit risk exposures
The maximum exposure to credit risk by class of recognised financial assets at balance date, excluding the value of any
collateral or other security held, is equivalent to the carrying value and classification of those financial assets (net of any
provisions) as presented in the statement of financial position.
The company has no significant concentration of credit risk with any single counterparty or group of counterparties.
trade and other receivables that are neither past due or impaired are considered to be of high credit quality.
b. Liquidity risk
Liquidity risk arises from the possibility that the company might encounter difficulty in settling its debts or otherwise
meeting its obligations related to financial liabilities. The company manages this risk through the following mechanisms:
– preparing forward-looking cash flow analyses in relations to its operational, investing and financing activities;
– monitoring undrawn credit facilities;
– obtaining funding from a variety of sources;
– maintaining a reputable credit profile;
– managing credit risk related to financial assets.
The tables below reflect an undiscounted contractual maturity analysis for financial liabilities. Financial guarantee
liabilities are treated as payable on demand since the company has no control over the timing of any potential settlement
of the liability.
Cash flows realised from financial instruments reflect management’s expectation as to the timing of realisation. Actual
timing may therefore differ from that disclosed. The timing of cash flows presented in the table to settle financial liabilities
reflect the earliest contractual settlement dates and do not reflect management’s expectations that banking facilities will
roll forward.
4747
AnnuAl RepoRt 2013 notes to the finAnciAl stAtements continued
24. Financial risk Management (continued)
Financial liability maturity analysis
Financial liabilities due for payment
trade and other payables
Borrowings
Total contractual outflows
Financial liabilities due for payment
Borrowings
Total contractual outflows
Financial Liabilities
trade and other payables
Borrowings
Total expected outflows
Financial assets pledged as collateral
Note
2013
$
2012
$
Within 1 Year Within 1 Year
47,191
63,187
58,520
46,145
110,378
104,665
1 to 5 Years 1 to 5 Years
588
588
959
959
16
17
47,191
63,775
58,520
47,103
110,966
105,624
Certain financial assets have been pledged as security for the debt and their realisation into cash may be restricted subject
to terms and conditions attached to the relevant debt contracts.
c. interest rate risk
The company’s main interest rate risk arises from borrowings.
All borrowings are at variable interest rates and expose the company to interest rate risk which will impact future cash flows
and interest charges and is indicated by the following floating interest rate financial liabilities:
Floating rate instruments
Debtor finance facility
Purchase finance facility
Sensitivity Analysis
Note
17
17
2013
$
2012
$
43,399
19,513
62,912
45,988
–
45,988
the company has performed a sensitivity analysis relating to its exposure to interest rate risk at balance date. if interest
rates changed by -/+ 1% from the year end rates with all other variables held constant, post tax profit would have
been $440,384 lower/higher (2012: $321,920 lower/higher) as a result of higher/lower interest payments. The company
constantly analyses its interest rate exposure. Within this analysis consideration is given to alternative financing and the mix
of fixed and variable interest rates.
4848
for the year ended 30 June 2013Dicker Data LimiteD 25. Cash Flow information
a. reconciliation of cash
Cash at the end of financial year as shown in the Statement of Cash Flows is reconciled to the related items in the
statement of financial position as follows:
cash at bank
b. Reconciliation of cash flow from operations with profit
Profit after income tax
Non-cash flows in profit:
Depreciation
amortisation in intangibles
Changes in Assets & Liabilities:
Decrease (increase) in current inventories
Decrease (increase) in current receivables
Decrease (increase) in deferred tax assets
(Decrease) increase in deferred tax liabilities
(Decrease) increase in payables & Other
(Decrease) increase in provisions
(Decrease) increase in non-current assets
(Decrease) increase in current tax liabilities
Note
9
2013
$
505
505
2012
$
222
222
9,246
8,276
677
23
(8,362)
4,266
(162)
71
684
–
(1,223)
(6,994)
177
(44)
(11,043)
(14,311)
436
34
197
278
44
118
Net cash provided by (used in) operating activities
(4,617)
(12,994)
c. credit Stand-by arrangement and Loan Facilities
Total facility amount available under our banking arrangements with St George Bank is $56.8m, which includes debtor
financing, asset financing and other working capital facilities. The unused limits of the facility as at balance date amounted
to $11,601,522 (2012: $9,335,000). A new purchase finance facility was also entered into with Macquarie Bank for $20m in
February 2013. Under the terms of the agreement the facility is available to the company for the purchase of inventory from
HP only, the company’s largest vendor. The unused limit of this facility as at balance date amounted to $486,257.
26. Contingent Liabilities
The directors are not aware of any contingent liabilities related to the company as at report date.
27. events after Balance Date
There are no other matters or circumstances that have arisen since 30 June 2013 that have significantly affected, or may
significantly affect the company’s operations, the results of those operations or the company’s state of affairs in future
financial years.
4949
AnnuAl RepoRt 2013 DiRectoR’s DeclARAtion
for the year ended 30 June 2013
In the directors’ opinion:
– the attached financial statements and notes thereto comply with the Corporations Act 2001, the Accounting Standards,
the Corporations Regulations 2001 and other mandatory professional reporting requirements;
– the attached financial statements and notes thereto comply with International Financial Reporting Standards as issued
by the International Accounting Standards Board as described in note 1 to the financial statements;
– the attached financial statements and notes thereto give a true and fair view of the consolidated entity’s financial
position as at 30 June 2013 and of its performance for the financial year ended on that date;
– there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due
and payable; and
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
David Dicker
ceO and chairman
Sydney, 29 August 2013
5050
Dicker Data LimiteD AuDitoR’s DeclARAtion of inDepenDence
Dicker Data Limited |Annual Report 2013 | 49
Dicker Data Limited |Annual Report 2013 | 49
5151
AnnuAl RepoRt 2013
inDepenDent AuDitoR’s RepoRt
Dicker Data Limited |Annual Report 2013 | 49
Dicker Data Limited |Annual Report 2013 | 50
Dicker Data Limited |Annual Report 2013 | 50
Dicker Data Limited |Annual Report 2013 | 50
5252
Dicker Data LimiteD
Dicker Data Limited |Annual Report 2013 | 49
Dicker Data Limited |Annual Report 2013 | 51
5353
AnnuAl RepoRt 2013
shAReholDeR infoRmAtion
The shareholder information set out below was applicable as at 8 August 2013
Ordinary Share Capital
As at 8 August 2013, the issued capital of the Company was 127,700,000 ordinary fully paid shares.
Distribution of equity securities
Analysis of numbers of equity security holders by size of holding:
Holding
1 to 1,000
1,001 to 5000
5,001 to 10,000
10,001 to 100,000
100,000 and over
Ordinary shares
Options
Number of
Holders
Number of
Shares
Number of
Holders
Number of
options
26
86
310
126
10
558
17,650
270,492
2,999,204
2,918,988
121,493,666
127,700,000
–
–
–
–
–
–
–
–
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There were 4 holders of less than a marketable parcel of ordinary shares.
Unquoted Options
The Company had no unquoted options on issue as at 30 June 2013 or as at 8 August 2013.
5454
Dicker Data LimiteD Twenty largest holders of quoted equity securities
Ordinary shares
Shareholder
MR DAVID JOHN DICKER
MS FIONA TUDOR BROWN
DeNmaN iNcOme LimiteD
MR ZHEN PENG LI
MARTRE PROPERTIES PTY LIMITED (SUPER FUND ACCOUNT)
MR IAN DAVIES
MR JAMES GORDON MAXWELL MOFFATT
EGP FUND NO 1 PTY LTD
MR RONALD JOHN BOND
MRS MARGARET JOYCE STUART
mr FraNk SieW kHOON mOk
MR JOSEPH JOHN HILL
mr aLLiSter cOOk
FORDHOLM CONSULTANTS PTY LTD (DIANA BOEHME SUPER FUND)
MR BRIAN ROBINS
PKN NOMINEES PTY LTD (EUMER INVEST STAFF SUPER FUND)
mr cOLiN cHarLeS StONer
MRS MIWA SUMIYOSHI
MR JOHN SLAVIN
Total for top 20
Substantial holders
Substantial holders in the company are set out below:
Number held
63,750,000
56,270,757
444,000
204,279
190,000
176,050
163,597
147,000
113,850
113,850
83,000
76,250
66,932
60,000
52,868
50,000
50,000
50,000
46,060
Percentage of
quoted shares %
49.92%
44.06%
0.35%
0.16%
0.15%
0.14%
0.13%
0.11%
0.09%
0.09%
0.06%
0.06%
0.05%
0.05%
0.04%
0.04%
0.04%
0.04%
0.04%
122,108,493
95.62%
Name of substantial shareholder
Number of shares held
Percentage of issued shares
Mr David John Dicker
Ms Fiona Tudor Brown
63,750,000
56,270,757
49.92%
44.06%
voting rights
The voting rights attaching to each class of equity securities are set out below:
a. Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
b. Options
No voting rights.
55
230 Captain Cook Drive, Kurnell NSW 2231
T. 1800 688 586 F. 1800 688 486
www.dickerdata.com.au
ABN: 95 000 969 362