ANNUAL
REPORT
2014
Year ended 31 December 2014
Experience is the difference.
Background
Dicker Data is an Australian owned and
operated, ASX listed distributor of computer
hardware, software and related products
with over 36 years’ experience.
During the calendar year Dicker Data
completed the company transforming
acquisition of Express Data. This strategic
acquisition has propelled the company into
one of the top three IT distribution companies
in Australia, instantly transforming it from
a niche player to a fully integrated market
leader. We are projecting to achieve annual
revenues in excess of $1 billion in FY15.
The combined 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 5000 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.
With the acquisition of Express Data, Dicker
Data’s product portfolio has expanded to
include additional leading technology vendors
that weren’t previously part of Dicker Data’s
portfolio. Total vendor partners is now in
excess of 40 vendors. Currently positioned
as the leading distributor for several of
these vendors in Australia, Dicker Data will
continue to strive for that position with all its
vendor partners.
Contents
1 Our Brands
2
Board of Directors and Senior
Management
3 Chairman’s Letter
4 Results Highlights
6 Directors’ Report
17 Corporate Governance Statement
23 Statement of Profit or Loss
and other Comprehensive Income
24 Statement of Financial Position
25 Statement of Changes in Equity
26 Statement of Cash Flows
27 Notes to the Financial Statements
66 Directors’ Declaration
67 Auditor Declaration of
Independence
68 Independent Auditors Report
70 Shareholder Information
Registered Office
The registered office of the company is:
230 Captain Cook Drive
KURNELL NSW 2231
ABN: 95 000 969 362
Our Brands
1
ANNUAL REPORT 2014
1
Board of Directors
and Senior Management
Board of Directors
1. David Dicker
Chairman and Chief Executive Officer
2. Mary Stojcevski
Executive Director
3. Michael Demetre
Executive Director
4. Fiona Brown
Non-executive Director
5. Vladimir Mitnovetski
Executive Director
Senior Management
Senior management team serving
at year end
1. David Dicker
Chairman and Chief Executive Officer
2. Mary Stojcevski
Chief Financial Officer
3. Michael Demetre
Logistics Director
5. Vladimir Mitnovetski
Chief Operating Officer
1
3
5
2
4
2 DICKER DATA LIMITED
2
Chairman’s Letter
This report is required with the realignment
of our Financial year to the Calendar year.
The integration of Express Data took a bit longer and cost a bit
more than we had hoped. In saying that we are still very happy
with the process which is now complete.
As a result, our numbers, while meeting our own internal projections
for the old H1, were lower than likely anticipated by the market.
I would say we are 6 months behind, results wise, to where I had
hoped we would be. However when you have been going for
36 years, 6 months doesn’t seem such a long time.
Our strategy is set and we are executing to plan, so I am confident
we will get the projected result for our new 2015 Financial Year.
David Dicker
CEO and Chairman
Sydney, 31 March 2015
ANNUAL REPORT 2014
3
3
Results Highlights
Results Summary – comparative 6 month period Jul-Dec
Key Financial Data
Total revenue
Gross Profit
Earnings before interest, tax, depreciation [EBITDA]
(before one-off integration and share acquisition costs)
Operating profit before tax
(before one-off integration and share acquisition costs)
Net profit before tax
Net profit after tax [NPAT]
Normalised Earnings per share (cents)
Dividends paid
Dividends per share (cents)
2014
$’000
498,307
45,491
2013
$’000
224,581
18,379
12,302
7,592
6,306
2,334
1,560
3.40
5,611
4.35
5,246
5,246
3,689
2.89
4,789
3.75
Results Summary – comparative 12 month period Jan-Dec
Key Financial Data
Total revenue
Gross Profit
Earnings before interest, tax, depreciation [EBITDA]
(before one-off integration and share acquisition costs)
Operating profit before tax
(before one-off integration and share acquisition costs)
Net profit before tax
Net profit after tax [NPAT]
Normalised Earnings per share (cents)
Dividends paid
Dividends per share (cents)
4 DICKER DATA LIMITED
4
2014
$’000
936,492
82,086
2013
$’000
462,310
39,955
25,374
18,533
15,374
4,881
13,793
13,793
3,057
2.36
6,505
5.01
9,665
7.59
8,939
7.00
FOR THE YEAR ENDED 31 DECEMBER 2014
In FY14 the Company changed its financial year end to December, prior years
in tables below reflect the June year end.
The Company expects to report substantial growth in sales and profitability in FY15 through the full year
contribution from Express Data and from merger cost savings.
Revenue ($M)
Gross Profit ($M)
936.5
662.8
82.1
54.2
455.9
451.6
384.0
286.7
34.0
37.4
27.4
19.8
FY10
FY11
FY12
FY13
FY14 Jan-Dec14
FY10
FY11
FY12
FY13
FY14 Jan-Dec14
EBITDA ($M)
Operating Profit before Tax ($M)
16.1
17.4
13.1
8.8
25.4*
20.6*
14.3*
13.3
12.3
15.4*
8.8
6.5
FY10
FY11
FY12
FY13
FY14 Jan-Dec14
FY10
FY11
FY12
FY13
FY14 Jan-Dec14
* Before tax and one-off integration
and share acquisition costs.
5
ANNUAL REPORT 2014
5
Directors’ Report
The directors present their report, together with the financial statements, on the consolidated entity (referred to
hereafter as the ‘consolidated entity’) consisting of Dicker Data Limited (referred to hereafter as the ‘company’
or ‘parent entity’) and the entities it controlled at the end of, or during, the year ended 31 December 2014.
Directors
The following persons were directors of Dicker Data Limited during the transitional 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
Michael Demetre
Vladimir Mitnovetski (appointed 08.09.14)
Chris Price (resigned 29.10.14)
Principal Activities
The principal activities of the consolidated entity during the year were wholesale distribution of computer
hardware, software and related products. There were no significant changes in the nature of the activities
carried out during the year.
Dividends
Dividends paid during the financial year were as follows:
Record Date
Payment Date
Dividend
(in Dollars)
Amount
(in 000’s)
Type
01-Aug-14
25-Sep-14
19-Dec-14
Total
12-Aug-14
07-Oct-14
31-Dec-14
0.0050
0.0185
0.0200
0.0435
$641
Interim
Final
Interim
$2,376
$2,594
$5,611
FY
2014
2014
Dec 2014
Amount
Franked
100%
100%
100%
The total dividends declared and/or paid during the financial year were 4.35 cents per share or a total of
$5.611 million, fully franked. Total dividend paid for the 12 month period in the year ended 30 June 2014
was 4.45c per share.
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. On the 10 March 2014 the company announced the introduction of a
Dividend Reinvestment Plan as part of its capital management strategy. Under the plan eligible shareholders
may elect to have all or part of their dividends paid in Dicker Data shares, with the two founding shareholders
being majority owners participating in the plan. As a result the total cash dividends paid for the six months was
limited to $701,787 or 12.5% of total dividends paid.
Due to the transitional financial year the Company has declared a final dividend for the six month year ending
to 31st December 2014 on 18 March 2015 at 2.00 cents per share.
Change of Financial Year
On February 2, 2015 it was decided by the Board of Dicker Data Limited to change the Company’s financial
year end date from 30 June to 31 December. Previously, the Company’s financial year commenced on 1 July
and ended on 30 June. The change has been made in order to more closely align the financial year with the
Company’s trading year.
6 DICKER DATA LIMITED
6
FOR THE YEAR ENDED 31 DECEMBER 2014 Operating and Financial Review
A snapshot of the operations of the consolidated entity for the full year and the results of those operations are
as follows:
The comparatives in the table below are based on the 12 month period from July 2013 – June 2014, compared
to the 6 month period July 2014 – December 2014. The financial statements have been prepared on this basis
as the 6 months to 31 December 2014 is a transitional financial year.
Dec-14
(6 Months)
$’000
Jun-14
(12 Months)
$’000
Change $
(in 000’s)
Revenues from ordinary activities
$498,307
$662,766
-$164,459
Gross Profit
Net operating profit before tax
Net profit before tax
Net profit after tax attributable to members
$45,491
$54,263
$6,306
$2,334
$1,560
$14,313
$7,793
$5,186
-$8,772
-$8,006
-$5,459
-$3,626
Change %
-24.8%
-16.2%
-55.9%
-70.1%
-69.9%
The comparatives in the table below are based on a comparable 6 months period from July to December
and the basis for which the Appendix 4E has been prepared and lodged, as it was considered to be most
appropriate comparative.
Dec-14
(6 Months)
$’000
Dec-13
(6 Months)
$’000
Change $
(in 000’s)
Change %
Revenues from ordinary activities
$498,307
$224,581
$273,726
121.9%
Gross Profit
Net operating profit before tax
Net profit before tax
Net profit after tax attributable to members
$45,491
$18,379
$27,112
147.50%
$6,306
$2,334
$1,560
$5,246
$5,246
$3,689
$1,061
-$2,912
-$2,129
20.2%
-55.5%
-57.7%
Revenue
The revenue for the consolidated entity for the 6 months to 31 December 2014 was $498.3m (2013: $224.5m),
up by 121.9% on the same period last year. This is in line with our projections in achieving $1 billion in annual
revenues for a full financial year.
The significant revenue increase from the comparative period was due to the acquisition of Express Data
Holdings Pty Ltd on April 1, 2014. The revenue contribution of the newly acquired vendors is approximately
$246m, predominantly from Cisco, software and retail business units. Of the $246m revenue relating to the
Express Data vendors, $68m was contributed by New Zealand.
Excluding the revenue contributed by the Express Data acquisition, the revenue contribution of Dicker Data’s
existing vendors finalised at $252m, up by $28m compared to same time last year. Under the HP group, our
largest vendor pre-acquisition, total revenue was $139m, (2013: $132m) up by $7m largely due to the continued
quarter on quarter growth we experienced in the Printing portfolio (IPG). IPG category compliments the PSG
(Personal Systems Group) which has traditionally been the best performing category within Dicker Data. However,
under HP server and storage product lines, we experienced revenue declines for the period (down by $3m), as
HP appointed another major distributor which had an immediate impact on our revenues. Despite this and that
we were working through an integration, Dicker Data still maintains top distribution market share of HP product.
ANNUAL REPORT 2014 7
7
Directors’ Report
In our volume group of vendors, we increased our
revenues by $8m ($88m v $80m). With Lenovo we
continued to increase our market share and focus
on servicing our small business sectors (up by
$4m), which has helped offset declines on Sony and
Samsung, with both vendors withdrawing from the
PC market. With new volume vendors being added to
our portfolio for the FY15 financial year we anticipate
growth in our volume vendor business unit.
In February 2014 we announced our appointment
as a Microsoft Authorised Distributor of Original
Equipment Manufacturer (OEM) and Full Packaged
Products (FPP). Under this distribution agreement, we
were able to expand our offerings within the Microsoft
product range. This together with the Microsoft open
licensing business coming on board from Express
Data has given us more than $27m uplift in revenues
in comparable period ($38m v $11m).
Gross Profit
Gross profit for the six months was $45m
(2013: $18m) an increase of 147.50%, with some
of the upside reflected from the Express Data
acquisition, this aside Dicker Data maintained strong
gross profit margins for period (9.0% v 8.1%). With
strong revenues for the first half of December, we
were able to increase margin based on increased
investment in presales capabilities, solution
architects and skilled sales force.
Operating Expenses
Operating costs for the six months were $43.1m
(2013: $13.1m), an increase of $30.0m. This was
primarily due to a significant increase in salary and
related expenses ($24.5m v $8.4m) with the increase
in headcount. Pre-acquisition, Dicker Data’s head
count was 100 staff, resulting in industry leading
revenue per head metrics. Following the acquisition,
headcount increased to 460 staff across Australia
and New Zealand. During the last 9 months there
has been a progressive reduction in headcount, with
gradual redundancies associated with a duplication
of functions. Current headcount across Australia and
New Zealand is 350. During the 6 month period to
31 December 2014 we incurred additional one-off
non-recurring restructure costs of approximately $4m.
The majority of these costs relate to redundancies.
We have incurred further redundancy costs in first
quarter of FY15, further rationalising costs.
Excluding the restructure costs, other operating
expenses also increased by $6.2m. Of these,
$2.2m related to non-recurring costs related to
Express Data’s business. We incurred rental costs
associated with the leasing of Botany premises
of $1.0m and $1.2m under an IT services and
transitional agreement with Dimension Data. Both
these agreements expired in December 2014, which
combined are expected to generate over $4m
in annual savings in the new FY15 financial year.
Finance costs increased ($4m v $2m) as a result of
interest costs associated with funding the acquisition.
Increases in depreciation and amortisation were
largely a result of amortisation of intangibles relating
to customer contracts not in the prior period,
and increase in capital expenditure with office
and equipment fit out as a result of integrating
operations into one location at Kurnell.
Profit
Excluding one-off acquisition and integration
costs operating profit before tax finalised at $6.3m
(2013: $5.2m) up by $20.2%. In addition to the
restructure and integration costs, there were also
several operating costs which were incurred in the
6 months to 31 December 2014, but will not be
incurred in FY15.
Normalised earnings per share increased to
3.40 cents per share, up by 17.6%.
Statement of Financial Position
Total assets for the financial year ended
December 2014 reduced to $301m for the period
(June 2014: $327m).
Cash finalised at $3.7m lower by $14.5m from the
June 2014 financial year as $12.7m of term deposits
were reclassified as Other Receivables. Trade
receivables were down to $124.7m from $152.5m.
Trade receivables are generally higher end of June
with May and June traditionally being high revenue
months. Inventories remain marginally lower, down
to $84.6m from $85m.
Property, plant and equipment increased to $26.8m
from $23.0m, due to capital works with the extension
of the warehouse, office and equipment fitout.
With the completion of the warehouse and office
expansion we don’t anticipate any major capital
expenditure planned for the FY15 year.
Total liabilities reduced to $280m for the period
(June 2014: $307m). Trade payables reduced to
$132.1m (June 2014: $154.1m) as a result of lower
purchases of inventories in the period, these generally
peak at the beginning of the quarter. Total borrowings
comprise of receivables and cash advance facility
with Westpac used partly to fund the acquisition
of Express Data and partly for working capital.
8 DICKER DATA LIMITED
8
FOR THE YEAR ENDED 31 DECEMBER 2014continued Short-term provisions increased by $1m. This was
due to increase in employee benefits with an increase
in headcount in the current period.
Significant Changes in the State of Affairs
Acquisition and Integration of Express Data
Business
During the June 2014 financial year Dicker Data
completed the company transforming acquisition of
Express Data Holdings Pty Ltd, which completed
1 April 2014. The key focus for the Company during
this reporting period was the integration of the
two businesses.
In September 2014 we completed the physical
integration of the Australian operation. This involved
the relocation of all employees and logistic function
from Botany to Kurnell, as well as integration of
systems and processes. Site consolidation included
the closure of all the branch offices and the lease at
Botany expired in December 2014.
Integration of the workforces has been relatively
smooth, but with less than expected natural attrition
following Botany site closure. However there have
been delays in streamlining the system and process
integration, and to ensure customer and service levels
were not affected, more headcount than expected
was carried in the reporting period.
During the period there were also a number of
costs carried for services that have since expired
or have been terminated, for which the benefit will
be realised in the FY15 financial year. These include
the IT Services agreement and transitional services
agreement, which combined represent annual
savings of approximately $2.5m.
There were no other significant changes in the
state of affairs of the company during the year.
Matters Susequent to the End of the
Financial Year
Corporate Bond Offering
On 16th March 2015, the Company announced
it will undertake a 5 year floating rate unsecured
corporate bond offering to raise $40 million. The
bond offering will increase the tenure of our debt
maturity profile and diversify our debt funding
sources. The net proceeds of the offering will be
used to reduce existing bank debt and for general
corporate purposes.
The Lead Arranger for the transaction is FIIG
Securities Limited. The bond offering is only open
to eligible professional and sophisticated investors.
No prospectus or other disclosure documents in
relation to the bond will be lodged with the Australian
Securities and Investment Commission or any other
regulatory authority.
The bond offering is part of our active approach
to capital management. This bond issue is an
important initiative for the Company which reflects our
determination to ensure that we have multiple sources
of funding and the security of longer term debt.
The Company completed the issue of its unsecured
corporate bond offering on 26th March 2015. The
offer was fully subscribed with $40 million being
raised at a floating coupon rate of 4.40% per annum
over the 90 day Bank Bill Swap Rate for a five-year
term, maturing in March 2020.
Dividend Declaration
On 18th March 2014, the company declared a
final dividend for the transitional December 2014
financial year of $0.02 per share. The record date
was 25th March 2014, and the dividend is to be
paid on 2nd April 2015. Eligible shareholders are
able to participate in the Company’s Dividend
Reinvestment Plan.
Likely Developments and Expected Results
of Operations
One of the key initiatives for the 2015 financial year
is the launch of our Cloud Market Place. We are
seeing Cloud becoming mainstream and top of mind
when end users are up for an IT refresh or rolling
out new applications. We are working on a ‘market
place’ portal scheduled to be launched in the next
few months, to provide a comprehensive portfolio
of best in breed cloud services technology and
capability for our resellers. Our proposed service
offering includes an aggregator model where we
provide a services catalogue from several different
cloud and application vendors incorporating monthly
and annual billing.
Another key focus area is the introduction of our
volume vendors into the New Zealand market. We
see great opportunity to grow our revenue in New
Zealand as there was virtually no vendor product
overlap. This is set to commence from the second
quarter in FY15. This will also involve system and
processes integration to align the reporting.
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.
ANNUAL REPORT 2014 9
9
Directors’ Report
Environmental Regulation
The consolidated entity is subject to the requirements
of the Product Stewardship (Televisions and
Computers) Regulations 2011. There have been no
instances of non-compliance throughout the year.
Other Current Listed Company Directorships
None
Other Current Listed Company Directorships
Held in Previous 3 Years
None
Information on Directors
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
62,549,354 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
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. As a Non-executive Director,
Fiona brings her knowledge of the business and
26 years of experience in the IT distribution industry.
Interest in Equities
54,852,929 Ordinary shares in Dicker Data Limited
56,470 Ordinary shares held by South Coast
Developments Pty Ltd as trustee for the Brown
Family Supefund
Interest in Contracts
Nil
Special Responsibilities
Member of the Work Health and Safety Committee
Chairperson of Audit Committee
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
10,180 Ordinary shares in Dicker Data Limited
62,160 Ordinary Shares held by Stojinvest Pty Ltd
as trustee for Stojinvest Superannuation Fund
Interest in Contracts
Nil
Special Responsibilities
Responsible for the overall financial management
of the consolidated entity
Other Current Listed Company Directorships
None
Other Current Listed Company Directorships
Held in Previous 3 Years
None
Vladimir Mitnovetski – Chief Operating Officer
Vlad joined the company in 2010 in his role
as Category Manager. In this role he was fully
responsible for the establishment and growth of
key volume vendors and was instrumental in the
introduction of new vendors to Dicker Data’s portfolio.
Vlad is a business technology professional with
over 15 years of distribution industry experience.
Vlad started his career at Tech Pacific and then
Ingram Micro where he worked in various roles
before progressing to business unit manager roles
in enterprise and personal systems working closely
with many leading vendors. Vlad holds a bachelor
of business degree from University of Technology
and a master degree in advance marketing and
management from the University of New South
Wales. Vlad was appointed to the position of Chief
Operating Officer on 8th September 2014 following
the resignation of Chris Price.
10 DICKER DATA LIMITED
10
FOR THE YEAR ENDED 31 DECEMBER 2014continued Interest in Equities
24,439 shares in Dicker Data Limited
Interest in Contracts
Nil
Special Responsibilities
Responsible for the sales, vendor alliances and
operations of the consolidated entity.
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 was also an Executive Director of the company
and was a director since 21st September 2010. Chris
resigned as director on 29th October, 2014.
Interest in Equities:
15,500 shares in Dicker Data Limited
Interest in Contracts:
Nil
Special Responsibilities:
Responsible for the sales and operations of the
consolidated entity.
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 logistics
operations.
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 23 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.
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:
Directors
David Dicker
Fiona Brown
Mary Stojcevski
Chris Price
Vladimir Mitnovetski
Michael Demetre
Number
Eligible to
Attend
Number
Attended
3
3
3
2
2
3
3
3
3
1
2
3
ANNUAL REPORT 2014 11
11
Directors’ Report
Remuneration Report (Audited)
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
(f) Additional disclosures relating to key
management personnel
(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.
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.
12 DICKER DATA LIMITED
12
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 either monthly or quarterly 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.
(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.
It was agreed that for executive directors who
report to the CEO, for the purpose of satisfying
the performance condition, that the one-off non-
recurring costs would be excluded. Performance
measure was based on the operating profit
before tax excluding share acquisition, borrowing,
restructure and integration costs. This was
considered the appropriate measure as these one-
off costs were incurred to facilitate the acquisition,
which was undertaken for the long term benefit of
the company and its shareholders.
FOR THE YEAR ENDED 31 DECEMBER 2014continued Details of Remuneration for Directors and Key Management Personnel
Short-Term
Cash
Salary &
Fees
Short term
Incentive
Cash
Bonus
Super-
annuation
Non-Cash
FBT
Reportable
FY
Short-
Term
Long-
Term
Share Based
Payments
Annual
Leave
Long
Service Shares Options
Total
Leave
Leave
$
$
$
$
$
$
$
Executive Directors
David Dicker – Chief Executive Officer
December
2014
2014
$
–
–
Proportion of
remuneration
that is
performance
based
% of Value of
remuneration
that consists
of share
Based
Payments
$
%
0.00%
0.00%
Chris Price – Commercial Director
[Termination Date: 30 November 2014]
December
2014
2014
312,246
150,000
43,913
–
783,823
83,730
55,459
Vladimir Mitnovetski – Chief Operating Officer
506,159
32.45%
923,012
100.00%
0.00%
0.00%
December
2014
2014
340,940
32,389
561,059
59,820
6,402 5,003
(5,320) 10,006
384,734
100.00%
625,564
100.00%
0.00%
0.00%
Mary Stojcevski – Chief Financial Officer
December
2014
100,000
31,987
12,539
2014
200,000
214,693
40,214
Michael Demetre – Logistics Director
December
2014
112,500
21,324
12,713
2014
217,308
143,128
35,145
Non-executive Directors
Fiona Brown
917 1,698
7,650 3,324
147,141
21.74%
465,881
46.08%
0.00%
0.00%
8,820 1,910
18,868 9,654
157,268
424,103
13.56%
33.75%
0.00%
0.00%
December
2014
2014
Total
December
2014
524,746
544,251 101,555
– 16,140 8,611
Total 2014 417,308 1,702,703 218,909
55,459 21,198 22,984
–
–
0.00%
0.00%
–
–
– 1,195,303
– 2,438,560
ANNUAL REPORT 2014 13
13
Directors’ Report
(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 Vladimir Mitnovetski
The Company has appointed Vladimir Mitnovetski as
Chief Operating Officer and Director of the Board of the
company by way of an Executive Service Agreement
(ESA). The ESA is dated 1 September 2014. 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 will be paid a performance based salary
of the higher amount of either: (i) $50,000; or (ii) 5% of Net
Profit in the month subject to the Company achieving a
monthly Net Profit Margin of 2.5% in a calendar quarter
plus superannuation at 9.5%. The ESA also contains a
number of post-termination restraints. Prior to this ESA,
Mr Mitnovetski was payable $22,750 per month, subject
to achieving monthly net profit targets for his Business
Unit as set at the start of each financial year, comprising
all of the volume vendors excluding HP. On achievement
of the monthly target for his Business Unit the company
paid a further 15% of net profit that is above $250,000
per month.
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 operating
profit per month before tax. This is subject to net profit
margin before tax not being less than 2.5%, unless
otherwise agreed, 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. Chris resigned as Commercial
Director on 3rd September 2014 and his employment
terminated on 30th November 2014. He also resigned
as Director of the Board on 24th October 2014.
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 9.5%. Ms Stojcevski is also entitled to
a performance bonus equal to 1.5% of the company’s
net profit before tax. This is subject to net profit margin
before tax not being less than 2.5%, unless otherwise
agreed. 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 $225,000 per annum plus
superannuation at 9.5%. Mr Demetre is also entitled to
a performance bonus equal to 1% of the Company’s
net profit before tax. This is subject to net profit margin
before tax not being less than 2.5%, unless otherwise
agreed. The ESA also contains a number of post-
termination restraints.
(d) Share-based compensation
No shares, rights, or options were granted to directors
or key management personnel during the year ended
31 December 2014, no rights or options vested or lapsed
during the year, and no rights or options were exercised
during the year by directors.
14 DICKER DATA LIMITED
14
FOR THE YEAR ENDED 31 DECEMBER 2014continued (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. Operating profit for the consolidated entity grew
by 10.9%, excluding the one off integration costs associated with the acquisition of Express Data. As a large
proportion of the executives remuneration package is based on net operating profit outcomes the average
executive remuneration also increased. Since 2011, the net profit before tax has grown at an average rate of
10.9% per annum, whilst the average executive remuneration has increased by an average of 11.7% per annum.
Shareholder wealth has increased at an average rate of 9.0% per annum over this period.
Voting and comments made at the company’s 2013 Annual General Meeting (AGM)
At the 2014 AGM, 98.23% of the votes received supported the adoption of the remuneration report for the
year ended 30 June 2014. The company did not receive any specific feedback at the AGM regarding its
remuneration practices.
(f) Additional disclosures relating to key personnel
Shareholding
The number of shares in the company held during the financial year by each director and other members of key
management personnel of the consolidated entity, including their related parties, is set out below:
December 2014
Ordinary Shares
David Dicker
Fiona Brown
Mary Stojcevski
Chris Price
Michael Demetre
Vlad Mitnovetski
June 2014
Ordinary Shares
David Dicker
Fiona Brown
Mary Stojcevski
Chris Price
Michael Demetre
Vlad Mitnovetski
Balance at the
start of the year
61,140,719
53,674,091
51,044
15,500
10,000
24,439
114,915,793
Balance at the
start of the year
63,750,000
56,270,757
50,136
15,500
10,000
24,439
120,120,832
Additions
Disposals
1,408,635
1,235,308
21,296
2,665,239
Additions
Disposals
390,719
403,334
908
3,000,000
3,000,000
794,961
6,000,000
Balance at the
end of the year
62,549,354
54,909,399
72,340
15,500
10,000
24,439
117,581,032
Balance at the
end of the year
61,140,719
53,674,091
51,044
15,500
10,000
24,439
114,915,793
Transactions with related parties
At the end of the reporting period there was a loan from non-executive director Fiona Brown for $2,500,000.
The loan is unsecured and repayable on-call. Interest on the loan is at 5.5% paid semi-annually or when repaid.
This concludes the remuneration report which has been audited.
ANNUAL REPORT 2014 15
15
Directors’ Report
Share Options
There were no outstanding options at the end of this
financial year.
Indemnification and Insurance of Directors
and Officers
The company has indemnified the directors and
executives of the company for costs incurred, in their
capacity as a director or executive, for which they
may be held personally liable, except where there
is a lack of good faith.
During the financial year, the company paid a
premium in respect of a contract to insure the
directors and executives of the company against a
liability to the extent permitted by the Corporations
Act 2001. The contract of insurance prohibits
disclosure of the nature of liability and the amount
of the premium.
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.
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.
Non-Audit Services
Details of the amounts paid or payable to the auditor
for non-audit services provided during the financial
year by the auditor are outlined in Note 25 to the
financial statements.
The directors are satisfied that the provision of
non-audit services during the financial year, by the
auditor (or by another person or firm on the auditor’s
behalf), is compatible with the general standard
of independence for auditors imposed by the
Corporations Act 2001.
The directors are of the opinion that the services as
disclosed in Note 26 to the financial statements do
not compromise the external auditor’s independence
requirements of the Corporations Act 2001 for the
following reasons:
16 DICKER DATA LIMITED
16
– all non-audit services have been reviewed and
approved to ensure that they do not impact the
integrity and objectivity of the auditor; and
– none of the services undermine the general
principles relating to auditor independence as set
out in APES 110 Code of Ethics for Professional
Accountants issued by the Accounting
Professional and Ethical Standards Board,
including reviewing or auditing the auditor’s own
work, acting in a management or decision-making
capacity for the company, acting as advocate for
the company or jointly sharing economic risks
and rewards.
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.
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.
Auditor’s Independence Declaration
A copy of the auditor’s independence declaration as
required under section 307C of the Corporations Act
2001 is set out on page 67.
Auditor
Accounting Firm BDO East Coast Partnership
continues in office in accordance with section 327
of the Corporations Act 2001.
This report is made in accordance with a resolution
of directors, pursuant to section 298(2)(a) of the
Corporations Act 2001.
On behalf of the directors
David Dicker
CEO and Chairman
Sydney, 31 March 2015
FOR THE YEAR ENDED 31 DECEMBER 2014continued FOR THE YEAR ENDED 31 DECEMBER 2014
Corporate Governance Statement
The Board of Dicker Data Limited (Company or
Dicker Data) recognises the importance of good
governance in achieving corporate objectives, in
discharging its responsibilities to all stakeholders
and in addressing the broader role of the Company
as a good corporate citizen.
The Company’s governance framework is designed
to ensure that the Company is effectively managed,
that statutory obligations are met and that the culture
of personal and corporate integrity is maintained.
This Corporate Governance Statement outlines the
Company’s governance framework, policies and
procedures that were in place for the full financial
year ended 31st December 2014 (unless otherwise
stated) in accordance with the ASX Corporate
Governance Council’s Corporate Governance
Principles and recommendations 2nd Edition
(ASX Recommendations).
All references to the Company’s website are to:
www.dickerdata.com.au
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 in
detail those responsibilities reserved for the Board.
This Charter is published on Dicker Data’s website.
Some key responsibilities of the Board are as follows:
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
f. Report to shareholders.
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.
Recommendation 1.2: Companies should disclose
the process for evaluating the performance of
senior executives.
The Board is responsible for reviewing the
performance and 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.
Annual performance evaluations are undertaken by
managers in September.
This policy is reviewed annually.
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
Vladimir Mitnovetski
Executive Director
Michael Demetre
Executive Director
ANNUAL REPORT 2014 17
17
Corporate Governance Statement
When considering independence, Dicker Data
considered the following recommendation made
by the ASX Corporate Governance Council:
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 10 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. 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.
Should the decision be made to appoint an additional
Director, recommendations of candidates will 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.
18 DICKER DATA LIMITED
18
FOR THE YEAR ENDED 31 DECEMBER 2014continued 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 be reported and that its 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 organisation, 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.
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 31 December 2014. 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
skillsets at this point in time to drive the business
and shareholder returns.
The Board acknowledges the benefit of establishing
a process to review and evaluate 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 is one Board committee that was established
in November 2014 that does not require a review at
this stage.
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; and
– The responsibility and accountability of individuals
for reporting and investigating reports of unethical
practices.
ANNUAL REPORT 2014 19
19
Corporate Governance Statement
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:
155 Females (43%) : 209 Males (57%)
Senior Executive Positions:
1 Females (17%) : 5 Males (83%)
The Board of Directors:
2 Females (40%) : 3 Males (60%)
New Zealand Operations:
29 Females (46%) : 34 Males (54%)
Principal 4: Safeguard Integrity in
Financial Reporting
Recommendation 4.1: The board should establish
an audit committee.
The Board has established an Audit and Risk
Committee (ARC), which assists the Board in fulfilling
its governance and disclosure responsibilities.
The ARC has a written charter outlining its role
and responsibilities.
The purpose of the ARC is to review the integrity
of the Group’s financial reporting practices; oversee
the independence of the external auditors; maintain
open lines of communication among the Board and
external auditors, serve as an independent and
objective party to review the financial information
submitted by management to the Board for issue
to security holders, regulatory authorities and the
general public; review the adequacy of the reporting
and accounting controls of the Group; and to
oversee the Group’s legislative compliance and risk
management policies and procedures.
The ARC has the following responsibilities:
(i) Review of the Group’s financial reports
– Review the Group’s financial reports and
commentary prepared by management.
– Review any matters raised on the financial reports
by the Group’s external auditor.
– Assess the appropriateness of the accounting
policies adopted in preparing the Group’s financial
reports.
– Assess whether the financial reports are adequate
for security holder needs.
– Review compliance with disclosure requirements.
– Assess the adequacy of representations by
management as to presentation of the financial
reports.
– Recommend approval of the financial reports by
the Board.
– Review the Group’s financial budget.
(ii) External auditors
– Establish and maintain procedures for the
appointment and rotation of the Group’s external
auditor.
– Assess the performance of the external auditor.
– Assess the independence of the external auditor,
having regard to the provision of non-audit
services.
– Review the reasonableness of the external
audit fees.
(iii) Internal control framework
– Review the written policies and procedures
designed to ensure accurate external financial
reporting and make recommendations to the
Board thereon.
– Whilst the Group does not currently have an
internal audit function, should there be one in
the future, the ARC will receive reports from the
internal audit function including on all incidents
of actual or suspected fraud or theft.
– Review of operational risk management
framework.
– Review of the internal compliance and control
systems in relation to functions other than
financial reporting.
(iv) Compliance
– Review the adequacy of the Group’s system
for compliance with relevant laws, regulations,
standards and codes.
20 DICKER DATA LIMITED
20
FOR THE YEAR ENDED 31 DECEMBER 2014continued (v) Risk management
– The ARC shall be responsible for implementing
and overseeing the Group’s risk management
policies.
– Identifying and assessing the Group’s material
business risks.
– Regularly reviewing and updating the Group’s risk
profile.
– Approving treasury and hedge policies.
– Overseeing the risk management policies and
systems.
– Considering whether the Group has any material
exposure to economic, environmental and social
sustainability risks, and if applicable, review
and monitor the systems in place to manage
these risks.
The ARC consists of three directors, one of whom
is non-executive. No members are considered
independent, due to the circumstances described
earlier in this statement, but the Board believes this
composition is appropriate to carry out the roles and
responsibilities of the ARC as outlined in its Charter.
The ARC chaired by a non-executive director, who
is not chair of the Board.
The current members of the ARC are:
– Ms Fiona Brown (Chair);
– Mr David Dicker; and
– Mr Vladimir Mitnovetski.
All members have a good understanding of financial
reporting. Details of these Directors’ qualifications
and attendance at ARC meetings are set out in the
Directors’ report. The external auditor attends the
annual general meeting and is available to answer
security holder questions about the conduct of the
audit and the preparation and content of the audit
report, accounting policies adopted by the Company,
and the independence of the auditor in relation to
the conduct of the audit.
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.
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.
ANNUAL REPORT 2014 21
21
Corporate Governance Statement
Information will be communicated to shareholders
by Dicker Data through:
1. Placement of market announcements on Dicker
Data’s web-site 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 receives 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.
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.
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.
22 DICKER DATA LIMITED
22
FOR THE YEAR ENDED 31 DECEMBER 2014continued FOR THE YEAR ENDED 31 DECEMBER 2014
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
Borrowing Costs
Share acquisition expenses
Integration and restructure 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
Items that may be reclassified subsequently to profit or loss
Foreign Currency Translation
Total comprehensive income for the period
Total comprehensive income attributable to members of the company
Earnings per share
Basic earnings per share
Diluted earnings per share
Consolidated
31-Dec-14
(6 Months)
$’000
30-Jun-14
(12 Months)
$’000
Note
4
4
4
4
5
5
5
5
6
34
34
497,810
662,035
207
3
287
111
270
350
498,307
662,766
(446)
24,375
(452,370)
(632,167)
(24,541)
(26,825)
(1,986)
(4,009)
(29)
–
(3,944)
(8,648)
(1,469)
(5,134)
(1,569)
(1,831)
(2,868)
(7,485)
(495,973)
(654,973)
2,334
(774)
1,560
1,560
439
1,999
1,999
Cents
1.20
1.20
7,793
(2,608)
5,186
5,186
(83)
5,103
5,103
Cents
4.06
4.06
The statement of profit or loss and other comprehensive income is to be read in conjunction with the attached notes.
ANNUAL REPORT 2014 23
23
AS AT 31 DECEMBER 2014
Statement of Financial Position
ASSETS
Current Assets
Cash and cash equivalents
Trade and other receivables
Inventories
Current tax asset
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
The statement of financial position is to be read in conjunction with the attached notes
24 DICKER DATA LIMITED
24
Consolidated
31-Dec-14
(6 Months)
$’000
30-Jun-14
(12 Months)
$’000
Note
7
8
9
15
10
11
12
13
14
15
16
14
17
18
19
20
3,703
146,150
84,614
1,757
18,231
161,180
85,061
–
236,224
264,472
26,806
33,963
4,541
65,310
23,021
35,088
4,901
63,010
301,534
327,482
145,393
122,658
–
4,584
174,892
118,422
1,554
3,517
272,635
298,385
–
6,290
908
7,198
310
6,778
1,590
8,678
279,833
307,063
21,701
20,419
6,891
725
14,085
21,701
1,997
286
18,136
20,419
FOR THE YEAR ENDED 31 DECEMBER 2014
Statement of Changes in Equity
Issued
Capital
$’000
Retained
Profits
$’000
Reserves
$’000
Consolidated
Balance at 1 July 2013
Profit after income tax for the year
Other comprehensive loss for year net of tax
Total comprehensive income for the year
Transactions with the owners in their capacity as owners:
Share Issue (DRP – Dividend Reinvestment Plan)
Dividends Paid
Balance at 30 June 2014
Balance at 1 July 2014
Profit after income tax for the year
Other comprehensive income for the year net of tax
Total comprehensive income for the year
Transactions with the owners in their capacity as owners:
1,145
18,633
–
–
–
852
–
1,997
1,997
–
–
–
5,186
–
5,186
–
(5,683)
18,136
18,136
1,560
–
1,560
Total
Equity
$’000
20,147
5,186
(83)
5,103
852
(5,683)
20,419
20,419
1,560
439
1,999
4,894
(5,611)
369
–
(83)
(83)
–
–
286
286
–
439
439
–
–
Share Issue (DRP) (Note 19)
Dividends Paid (Note 21)
4,894
–
–
(5,611)
Balance at 31 December 2014
6,891
14,085
725
21,701
The statement of changes in equity is to be read in conjunction with the attached notes.
ANNUAL REPORT 2014 25
25
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
Consolidated
31-Dec-14
(6 Months)
$’000
30-Jun-14
(12 Months)
$’000
Note
565,881
733,597
(570,737)
(707,964)
207
(4,009)
(4,180)
111
(5,134)
(4,779)
NET CASH (USED IN) FROM OPERATING ACTIVITIES
32
(12,838)
15,831
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for property, plant and equipment
Payments for intangibles
Payment for purchase of business, net of cash acquired
29
Other
NET CASH (USED IN) INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings
Payment of dividends
NET CASH FROM FINANCING ACTIVITIES
NET CASH FLOWS
Cash and cash equivalents at the beginning of the period
CASH AND CASH EQUIVALENTS AT THE END OF PERIOD
7
The statement of cash flows is to be read in conjunction with the attached notes.
(5,005)
(3,319)
(4)
–
95
(32)
(43,365)
66
(4,914)
(46,650)
3,926
(702)
3,224
(14,528)
18,231
3,703
54,957
(6,412)
48,545
17,726
505
18,231
26 DICKER DATA LIMITED
26
FOR THE YEAR ENDED 31 DECEMBER 2014
FOR THE YEAR ENDED 31 DECEMBER 2014
Notes to the Financial Statements
1. Significant Accounting Policies
The principal accounting policies adopted in the
preparation of the financial statements are set out
below. These policies have been consistently applied
to all the years presented, unless otherwise stated.
New, Revised or Amending Accounting
Standards and Interpretations Adopted
The consolidated entity has adopted all of the new,
revised or amending Accounting Standards and
Interpretations issued by the Australian Accounting
Standards Board (‘AASB’) that are mandatory for the
current reporting period.
Any new, revised or amending Accounting Standards
or Interpretations that are not yet mandatory have not
been early adopted.
Any significant impact on the accounting policies
of the consolidated entity from the adoption of
these Accounting Standards and Interpretations are
disclosed below. The adoption of these Accounting
Standards and Interpretations did not have any
significant impact on the financial performance
or position of the consolidated entity.
The following Accounting Standards and
Interpretations are most relevant to the
consolidated entity:
AASB 2012-3 Amendments to Australian Accounting
Standards - Offsetting Financial Assets and Financial
Liabilities
The amendments are applicable to annual reporting
periods beginning on or after 1 January 2014.
The amendments add application guidance to
address inconsistencies in the application of the
offsetting criteria in AASB 132 ‘Financial Instruments:
Presentation’, by clarifying the meaning of ‘currently
has a legally enforceable right of set-off’; and
clarifies that some gross settlement systems may be
considered to be equivalent to net settlement. The
adoption of the amendments from 1 July 2014 will not
have a material impact on the consolidated entity.
AASB 2013-3 Amendments to AASB 136 -
Recoverable Amount Disclosures for Non-Financial
Assets
These amendments are applicable to annual
reporting periods beginning on or after 1 January
2014. The disclosure requirements of AASB 136
‘Impairment of Assets’ have been enhanced to
require additional information about the fair value
measurement when the recoverable amount of
impaired assets is based on fair value less costs
of disposals. Additionally, if measured using a present
value technique, the discount rate is required to be
disclosed. The adoption of these amendments from
1 July 2014 may increase the disclosures by the
consolidated entity.
AASB 2013-4 Amendments to Australian Accounting
Standards - Novation of Derivatives and Continuation
of Hedge Accounting
These amendments are applicable to annual
reporting periods beginning on or after 1 January
2014 and amends AASB 139 ‘Financial Instruments:
Recognition and Measurement’ to permit continuation
of hedge accounting in circumstances where
a derivative (designated as hedging instrument)
is novated from one counter party to a central
counterparty as a consequence of laws or
regulations. The adoption of these amendments
from 1 July 2014 will not have a material impact
on the consolidated entity.
AASB 2013-5 Amendments to Australian Accounting
Standards - Investment Entities
These amendments are applicable to annual
reporting periods beginning on or after 1 January
2014 and allow entities that meet the definition of an
‘investment entity’ to account for their investments at
fair value through profit or loss. An investment entity
is not required to consolidate investments in entities
it controls, or apply AASB 3 ‘Business Combinations’
when it obtains control of another entity, nor is
it required to equity account or proportionately
consolidate associates and joint ventures if it meets
the criteria for exemption in the standard. The
adoption of these amendments from 1 July 2014
will have no impact on the consolidated entity.
ANNUAL REPORT 2014 27
27
Notes to the Financial Statements
1. Significant Accounting Policies (continued)
Annual Improvements to IFRSs 2010-2012 Cycle
These amendments are applicable to annual
reporting periods beginning on or after 1 July
2014 and affects several Accounting Standards as
follows: Amends the definition of ‘vesting conditions’
and ‘market condition’ and adds definitions for
‘performance condition’ and ‘service condition’ in
AASB 2 ‘Share-based Payment’; Amends AASB 3
‘Business Combinations’ to clarify that contingent
consideration that is classified as an asset or liability
shall be measured at fair value at each reporting
date; Amends AASB 8 ‘Operating Segments’ to
require entities to disclose the judgements made
by management in applying the aggregation criteria;
Clarifies that AASB 8 only requires a reconciliation
of the total reportable segments assets to the
entity’s assets, if the segment assets are reported
regularly; Clarifies that the issuance of AASB 13
‘Fair Value Measurement’ and the amending of
AASB 139 ‘Financial Instruments: Recognition and
Measurement’ and AASB 9 ‘Financial Instruments’
did not remove the ability to measure short-term
receivables and payables with no stated interest rate
at their invoice amount, if the effect of discounting
is immaterial; Clarifies that in AASB 116 ‘Property,
Plant and Equipment’ and AASB 138 ‘Intangible
Assets’, when an asset is revalued the gross
carrying amount is adjusted in a manner that is
consistent with the revaluation of the carrying
amount (i.e. proportional restatement of accumulated
amortisation); and Amends AASB 124 ‘Related Party
Disclosures’ to clarify that an entity providing key
management personnel services to the reporting
entity or to the parent of the reporting entity is a
‘related party’ of the reporting entity. The adoption
of these amendments from 1 July 2014 will not have
a material impact on the consolidated entity.
Annual Improvements to IFRSs 2011-2013 Cycle
These amendments are applicable to annual
reporting periods beginning on or after 1 July 2014
and affects four Accounting Standards as follows:
Clarifies the ‘meaning of effective IFRSs’ in AASB
1 ‘First-time Adoption of Australian Accounting
Standards’; Clarifies that AASB 3 ‘Business
Combination’ excludes from its scope the accounting
for the formation of a joint arrangement in the
financial statements of the joint arrangement itself;
Clarifies that the scope of the portfolio exemption
in AASB 13 ‘Fair Value Measurement’ includes
all contracts accounted for within the scope of
AASB 139 ‘Financial Instruments: Recognition and
Measurement’ or AASB 9 ‘Financial Instruments’,
regardless of whether they meet the definitions of
financial assets or financial liabilities as defined in
AASB 132 ‘Financial Instruments: Presentation’;
and Clarifies that determining whether a specific
transaction meets the definition of both a business
combination as defined in AASB 3 ‘Business
Combinations’ and investment property as defined
in AASB 140 ‘Investment Property’ requires the
separate application of both standards independently
of each other. The adoption of these amendments
from 1 July 2014 will not have a material impact
on the consolidated entity.
Basis of Preparation
These general purpose financial statements have
been prepared in accordance with Australian
Accounting Standards and Interpretations issued by
the Australian Accounting Standards Board (‘AASB’)
and the Corporations Act 2001, as appropriate for
for-profit oriented entities. These financial statements
also comply with International Financial Reporting
Standards as issued by the International Accounting
Standards Board (‘IASB’).
Historical cost convention
The financial statements have been prepared under
the historical cost convention, except for, where
applicable, the revaluation of available-for-sale
financial assets, financial assets and liabilities at fair
value through profit or loss, investment properties,
certain classes of property, plant and equipment
and derivative financial instruments.
Critical accounting estimates
The preparation of the financial statements requires
the use of certain critical accounting estimates. It
also requires management to exercise its judgement
in the process of applying the consolidated entity’s
accounting policies. The areas involving a higher
degree of judgement or complexity, or areas where
assumptions and estimates are significant to the
financial statements, are disclosed in Note 2.
Parent Entity Information
In accordance with the Corporations Act 2001,
these financial statements present the results of the
consolidated entity only. Supplementary information
about the parent entity is disclosed in Note 28.
28 DICKER DATA LIMITED
28
FOR THE YEAR ENDED 31 DECEMBER 2014continued Principles of Consolidation
The consolidated financial statements incorporate
the assets and liabilities of all subsidiaries of Dicker
Data Limited (‘company’ or ‘parent entity’) as at
31st December 2014 and the results of all subsidiaries
for the year then ended. Dicker Data Limited and its
subsidiaries together are referred to in these financial
statements as the ‘consolidated entity’.
Operating Segments
Operating segments are presented using the
‘management approach’, where the information
presented is on the same basis as the internal reports
provided to the Chief Operating Decision Makers
(‘CODM’). The CODM is responsible for the allocation
of resources to operating segments and assessing
their performance.
Subsidiaries are all those entities over which the
consolidated entity has control. The consolidated
entity controls an entity when the consolidated entity
is exposed to, or has rights to, variable returns from
its involvement with the entity and has the ability to
affect those returns through its power to direct the
activities of the entity.
Subsidiaries are fully consolidated from the date
on which control is transferred to the consolidated
entity. They are de-consolidated from the date that
control ceases.
Intercompany transactions, balances and unrealised
gains on transactions between entities in the
consolidated entity are eliminated. Unrealised losses
are also eliminated unless the transaction provides
evidence of the impairment of the asset transferred.
Accounting policies of subsidiaries have been
changed where necessary to ensure consistency with
the policies adopted by the consolidated entity.
The acquisition of subsidiaries is accounted for using
the acquisition method of accounting. A change in
ownership interest, without the loss of control, is
accounted for as an equity transaction, where the
difference between the consideration transferred
and the book value of the share of the non-controlling
interest acquired is recognised directly in equity
attributable to the parent.
Non-controlling interest in the results and equity of
subsidiaries are shown separately in the statement
of profit or loss and other comprehensive income,
statement of financial position and statement of
changes in equity of the consolidated entity. Losses
incurred by the consolidated entity are attributed to
the non-controlling interest in full, even if that results
in a deficit balance.
Where the consolidated entity loses control over
a subsidiary, it derecognises the assets including
goodwill, liabilities and non-controlling interest in the
subsidiary together with any cumulative translation
differences recognised in equity. The consolidated
entity recognises the fair value of the consideration
received and the fair value of any investment retained
together with any gain or loss in profit or loss.
Foreign Currency Translation
The financial statements are presented in Australian
dollars, which is Dicker Data Limited’s functional and
presentation currency.
Foreign Currency Transactions
Foreign currency transactions are translated into
Australian dollars using the exchange rates prevailing
at the dates of the transactions. Foreign exchange
gains and losses resulting from the settlement of such
transactions and from the translation at financial year-
end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in
profit or loss.
Foreign Operations
The assets and liabilities of foreign operations
are translated into Australian dollars using the
exchange rates at the reporting date. The revenues
and expenses of foreign operations are translated
into Australian dollars using the average exchange
rates, which approximate the rate at the date of
the transaction, for the period. All resulting foreign
exchange differences are recognised in other
comprehensive income through the foreign currency
reserve in equity.
The foreign currency reserve is recognised in profit
or loss when the foreign operation or net investment
is disposed of.
Revenue Recognition
Revenue is recognised when it is probable that the
economic benefit will flow to the consolidated entity
and the revenue can be reliably measured. Revenue
is measured at the fair value of the consideration
received or receivable.
Sale of Goods
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 and trade discounts.
ANNUAL REPORT 2014 29
29
Notes to the Financial Statements
The carrying amount of recognised and unrecognised
deferred tax assets are reviewed each reporting date.
Deferred tax assets recognised are reduced to the
extent that it is no longer probable that future taxable
profits will be available for the carrying amount to
be recovered. Previously unrecognised deferred tax
assets are recognised to the extent that it is probable
that there are future taxable profits available to
recover the asset.
Deferred tax assets and liabilities are offset only
where there is a legally enforceable right to offset
current tax assets against current tax liabilities and
deferred tax assets against deferred tax liabilities; and
they relate to the same taxable authority on either the
same taxable entity or different taxable entity’s which
intend to settle simultaneously.
Dicker Data Limited (the ‘head entity’) and its wholly-
owned Australian subsidiaries have formed an income
tax consolidated group from 01 April 2014, under the
tax consolidation regime. The head entity and each
subsidiary in the tax consolidated group continue
to account for their own current and deferred tax
amounts. The tax consolidated group has applied
the ‘separate taxpayer within group’ approach in
determining the appropriate amount of taxes to
allocate to members of the tax consolidated group.
In addition to its own current and deferred tax
amounts, the head entity also recognises the current
tax liabilities (or assets) and the deferred tax assets
arising from unused tax losses and unused tax
credits assumed from each subsidiary in the tax
consolidated group.
Assets or liabilities arising under tax funding
agreements with the tax consolidated entities are
recognised as amounts receivable from or payable to
other entities in the tax consolidated group. The tax
funding arrangement ensures that the intercompany
charge equals the current tax liability or benefit of
each tax consolidated group member, resulting
in neither a contribution by the head entity to the
subsidiaries nor a distribution by the subsidiaries
to the head entity.
1. Significant Accounting Policies (continued)
Interest
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.
Other Revenue
Other revenue is recognised when it is received or
when the right to receive payment is established.
Income Tax
The income tax expense or benefit for the period
is the tax payable on that period’s taxable income
based on the applicable income tax rate for each
jurisdiction, adjusted by changes in deferred tax
assets and liabilities attributable to temporary
differences, unused tax losses and the adjustment
recognised for prior periods, where applicable. With
the change in financial year, the Company has applied
and has been approved for a substituted accounting
period for the lodgement of its tax return based on
the calendar year January to December.
Deferred tax assets and liabilities are recognised for
temporary differences at the tax rates expected to
apply when the assets are recovered or liabilities are
settled, based on those tax rates that are enacted
or substantively enacted, except for:
– When the deferred income tax asset or liability
arises from the initial recognition of goodwill or
an asset or liability in a transaction that is not a
business combination and that, at the time of the
transaction, affects neither the accounting nor
taxable profits; or
– When the taxable temporary difference is
associated with interests in subsidiaries,
associates or joint ventures, and the timing of the
reversal can be controlled and it is probable that
the temporary difference will not reverse in the
foreseeable future.
Deferred tax assets are recognised for deductible
temporary differences and unused tax losses only
if it is probable that future taxable amounts will
be available to utilise those temporary differences
and losses.
30 DICKER DATA LIMITED
30
FOR THE YEAR ENDED 31 DECEMBER 2014continued Current and Non-Current Classification
Assets and liabilities are presented in the statement
of financial position based on current and non-current
classification.
An asset is current when: it is expected to be realised
or intended to be sold or consumed in normal
operating cycle; it is held primarily for the purpose
of trading; it is expected to be realised within twelve
months after the reporting period; or the asset is
cash or cash equivalent unless restricted from being
exchanged or used to settle a liability for at least
twelve months after the reporting period. All other
assets are classified as non-current.
A liability is current when: it is expected to be settled
in normal operating cycle; it is held primarily for the
purpose of trading; it is due to be settled within
twelve months after the reporting period; or there
is no unconditional right to defer the settlement
of the liability for at least twelve months after the
reporting period. All other liabilities are classified
as non-current.
Deferred tax assets and liabilities are always
classified as non-current.
Cash and Cash Equivalents
Cash and cash equivalents includes cash on hand,
deposits held at call with financial institutions, other
short-term, highly liquid investments with original
maturities of three months or less that are readily
convertible to known amounts of cash and which
are subject to an insignificant risk of changes in
value. For the statement of cash flows presentation
purposes, cash and cash equivalents also
includes bank overdrafts, which are shown within
borrowings in current liabilities on the statement
of financial position.
Trade and Other Receivables
Trade receivables are initially recognised at fair value
and subsequently measured at amortised cost using
the effective interest method, less any provision for
impairment. Trade receivables are generally due for
settlement within 30 days.
Collectability of trade receivables is reviewed on
an ongoing basis. Debts which 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 consolidated entity will not be able to collect
all amounts due according to the original terms
of the receivables. 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
estimated future cash flows, discounted at the original
effective interest rate. Cash flows relating to short-
term receivables are not discounted if the effect of
discounting is immaterial.
Other receivables are recognised at amortised cost,
less any provision for impairment. Other receivables
include cash deposits that are held with maturity
periods longer than 3 months.
Inventories
Finished goods are stated at the lower of cost and
net realisable value. Costs are assigned to individual
items of inventory on the basis of weighted average
costs. Costs of purchased inventory are determined
after deducting rebates and discounts received or
receivable.
Stock in transit is stated at the lower of cost and
net realisable value. Cost comprises purchase and
delivery costs, net of rebates and discounts received
or receivable.
Net realisable value is the estimated selling price in
the ordinary course of business less the estimated
costs of completion and the estimated costs
necessary to make the sale.
Derivative Financial Instruments
Derivatives are initially recognised at fair value on
the date a derivative contract is entered into and
are subsequently remeasured to their fair value at
each reporting date. The accounting for subsequent
changes in fair value depends on whether the
derivative is designated as a hedging instrument,
and if so, the nature of the item being hedged.
Derivatives are classified as current or non-current
depending on the expected period of realisation.
ANNUAL REPORT 2014 31
31
Notes to the Financial Statements
1. Significant Accounting Policies (continued)
Cash flow hedges
Cash flow hedges are used to cover the consolidated
entity’s exposure to variability in cash flows that
is attributable to particular risk associated with a
recognised asset or liability or a firm commitment
which could affect profit or loss. The effective portion
of the gain or loss on the hedging instrument is
recognised directly in equity, whilst the ineffective
portion is recognised in profit or loss. Amounts taken
to equity are transferred out of equity and included
in the measurement of the hedged transaction when
the forecast transaction occurs.
Cash flow hedges are tested for effectiveness on a
regular basis both retrospectively and prospectively
to ensure that each hedge is highly effective and
continues to be designated as a cash flow hedge.
If the forecast transaction is no longer expected to
occur, amounts recognised in equity are transferred
to profit or loss.
If the hedging instrument is sold, terminated,
expires, exercised without replacement or rollover,
or if the hedge becomes ineffective and is no
longer a designated hedge, amounts previously
recognised in equity remain in equity until the
forecast transaction occurs.
Investments and Other Financial Assets
Investments and other financial assets are initially
measured at fair value. Transaction costs are
included as part of the initial measurement, except
for financial assets at fair value through profit or loss.
They are subsequently measured at either amortised
cost or fair value depending on their classification.
Classification is determined based on the purpose
of the acquisition and subsequent reclassification
to other categories is restricted.
Financial assets are derecognised when the rights
to receive cash flows from the financial assets
have expired or have been transferred and the
consolidated entity has transferred substantially
all the risks and rewards of ownership.
Financial Assets at Fair Value through Profit or Loss
Financial assets at fair value through profit or loss
are either: i) held for trading, where they are acquired
for the purpose of selling in the short-term with an
intention of making a profit; or ii) designated as such
upon initial recognition, where they are managed on
a fair value basis or to eliminate or significantly reduce
an accounting mismatch. Except for effective hedging
instruments, derivatives are also categorised as fair
value through profit or loss. Fair value movements
are recognised in profit or loss.
Available-for-Sale Financial Assets
Available-for-sale financial assets are non-derivative
financial assets, principally equity securities, that
are either designated as available-for-sale or
not classified as any other category. After initial
recognition, fair value movements are recognised in
other comprehensive income through the available-
for-sale reserve in equity. Cumulative gain or loss
previously reported in the available-for-sale reserve
is recognised in profit or loss when the asset is
derecognised or impaired.
Impairment of Financial Assets
The consolidated entity assesses at the end of
each reporting period whether there is any objective
evidence that a financial asset or group of financial
assets is impaired. Objective evidence includes
significant financial difficulty of the issuer or obligor;
a breach of contract such as default or delinquency
in payments; the lender granting to a borrower
concessions due to economic or legal reasons
that the lender would not otherwise do; it becomes
probable that the borrower will enter bankruptcy or
other financial reorganisation; the disappearance of
an active market for the financial asset; or observable
data indicating that there is a measurable decrease
in estimated future cash flows.
The amount of the impairment allowance for financial
assets carried at cost is the difference between the
asset’s carrying amount and the present value of
estimated future cash flows, discounted at the current
market rate of return for similar financial assets.
Available-for-sale financial assets are considered
impaired when there has been a significant or
prolonged decline in value below initial cost.
Subsequent increments in value are recognised in
other comprehensive income through the available-
for-sale reserve.
32 DICKER DATA LIMITED
32
FOR THE YEAR ENDED 31 DECEMBER 2014continued Property, plant and equipment
Each class of property, plant and equipment
is carried at cost less, where applicable, any
accumulated depreciation and impairment losses.
Depreciation is calculated on a diminishing value
basis to write off the net cost of each item of property,
plant and equipment (excluding land) over their
expected useful lives as follows:
Buildings
Property improvements
Leasehold improvements
Plant and equipment
– 40 Years
– 10-20 Years
– 10-20 Years
– 2-10 Years
Plant and equipment under lease – 2-10 Years
Motor vehicles
– 8 Years
The residual values, useful lives and depreciation
methods are reviewed, and adjusted if appropriate,
at each reporting date.
Leasehold improvements and plant and equipment
under lease are depreciated over the unexpired
period of the lease or the estimated useful life of the
assets, whichever is shorter.
An item of property, plant and equipment is
derecognised upon disposal or when there is no
future economic benefit to the consolidated entity.
Gains and losses between the carrying amount and
the disposal proceeds are taken to profit or loss.
Any revaluation surplus reserve relating to the item
disposed of is transferred directly to retained profits.
Leases
The determination of whether an arrangement is or
contains a lease is based on the substance of the
arrangement and requires an assessment of whether
the fulfilment of the arrangement is dependent on the
use of a specific asset or assets and the arrangement
conveys a right to use the asset.
A distinction is made between finance leases, which
effectively transfer from the lessor to the lessee
substantially all the risks and benefits incidental to
ownership of leased assets, and operating leases,
under which the lessor effectively retains substantially
all such risks and benefits.
Finance leases are capitalised. A lease asset and
liability are established at the fair value of the leased
assets, or if lower, the present value of minimum lease
payments. Lease payments are allocated between
the principal component of the lease liability and the
finance costs, so as to achieve a constant rate of
interest on the remaining balance of the liability.
Leased assets acquired under a finance lease
are depreciated over the asset’s useful life or over
the shorter of the asset’s useful life and the lease
term if there is no reasonable certainty that the
consolidated entity will obtain ownership at the
end of the lease term.
Operating lease payments, net of any incentives
received from the lessor, are charged to profit or loss
on a straight-line basis over the term of the lease.
Intangible Assets
Intangible assets acquired as part of a business
combination, other than goodwill, are initially
measured at their fair value at the date of the
acquisition. Intangible assets acquired separately are
initially recognised at cost. Indefinite life intangible
assets are not amortised and are subsequently
measured at cost less any impairment. Finite life
intangible assets are subsequently measured at cost
less amortisation and any impairment. The gains or
losses recognised in profit or loss arising from the
de-recognition 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 intangible assets
are reviewed annually. Changes in the expected
pattern of consumption or useful life are accounted
for prospectively by changing the amortisation
method or period.
Goodwill
Goodwill arises on the acquisition of a business.
Goodwill is not amortised. Instead, goodwill is
tested annually for impairment, or more frequently
if events or changes in circumstances indicate that
it might be impaired, and is carried at cost less
accumulated impairment losses. Impairment losses
on goodwill are taken to profit or loss and are not
subsequently reversed.
Customer Contracts
Customer contracts acquired in a business
combination are amortised on a straight-line basis
over the period of their expected benefit, being
their finite life which varies between 18 months
and 12 years.
Software
Significant costs associated with software are
deferred and amortised on a straight-line basis
over the period of their expected benefit, being
their finite life of 4 years.
ANNUAL REPORT 2014 33
33
Notes to the Financial Statements
1. Significant Accounting Policies (continued)
Impairment of Non-Financial Assets
Goodwill and other intangible assets that have an
indefinite useful life are not subject to amortisation
and are tested annually for impairment, or more
frequently if events or changes in circumstances
indicate that they might be impaired. Other non-
financial assets are reviewed for impairment whenever
events or changes in circumstances indicate that
the carrying amount may not be recoverable. An
impairment loss is recognised for the amount by
which the asset’s carrying amount exceeds its
recoverable amount.
Recoverable amount is the higher of an asset’s fair
value less costs of disposal and value-in-use. The
value-in-use is the present value of the estimated
future cash flows relating to the asset using a pre-tax
discount rate specific to the asset or cash-generating
unit to which the asset belongs. Assets that do not
have independent cash flows are grouped together
to form a cash-generating unit.
Trade and other Payables
These amounts represent liabilities for goods and
services provided to the consolidated entity 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 are not discounted. The amounts
are unsecured and are usually paid within 30–60 days
of recognition.
Borrowings
Loans and borrowings are initially recognised at
the fair value of the consideration received, net of
transaction costs. They are subsequently measured
at amortised cost using the effective interest method.
Where there is an unconditional right to defer
settlement of the liability for at least 12 months after
the reporting date, the loans or borrowings are
classified as non-current.
Finance costs
Finance costs attributable to qualifying assets are
capitalised as part of the asset. All other finance costs
are expensed in the period in which they are incurred,
including:
– interest on any bank overdraft
– interest on short-term and long-term borrowings
– interest on finance leases
– unwinding of the discount on provisions
Provisions
Provisions are recognised when the consolidated
entity has a present (legal or constructive) obligation
as a result of a past event, it is probable the
consolidated entity will be required to settle the
obligation, and a reliable estimate can be made of the
amount of the obligation. The amount recognised as
a provision is the best estimate of the consideration
required to settle the present obligation at the
reporting date, taking into account the risks and
uncertainties surrounding the obligation. If the time
value of money is material, provisions are discounted
using a current pre-tax rate specific to the liability. The
increase in the provision resulting from the passage
of time is recognised as a finance cost.
Employee benefits
Short-term Employee Benefits
Liabilities for wages and salaries, including non-
monetary benefits, annual leave and long service
leave expected to be settled within 12 months of the
reporting date are recognised in current liabilities in
respect of employees’ services up to the reporting
date and are measured at the amounts expected
to be paid when the liabilities are settled.
Other Long-Term Employee Benefits
The liability for annual leave and long service leave
not expected to be settled within 12 months of the
reporting date are recognised in non-current liabilities,
provided there is an unconditional right to defer
settlement of the liability. The liability is measured as
the present value of expected future payments to be
made in respect of services provided by employees
up to the reporting date using the projected unit
credit method. Consideration is given to expected
future wage and salary levels, experience of employee
departures and periods of service. Expected future
payments are discounted using market yields at the
reporting date on national government bonds with
terms to maturity and currency that match, as closely
as possible, the estimated future cash outflows.
Defined contribution superannuation expense
Contributions to defined contribution superannuation
plans are expensed in the period in which they
are incurred.
Fair Value Measurement
When an asset or liability, financial or non-financial,
is measured at fair value for recognition or disclosure
purposes, the fair value is based on the price that
would be received to sell an asset or paid to transfer
a liability in an orderly transaction between market
34 DICKER DATA LIMITED
34
FOR THE YEAR ENDED 31 DECEMBER 2014continued participants at the measurement date; and assumes
that the transaction will take place either: in the
principle market; or in the absence of a principal
market, in the most advantageous market.
Fair value is measured using the assumptions that
market participants would use when pricing the
asset or liability, assuming they act in their economic
best interest. For non-financial assets, the fair value
measurement is based on its highest and best use.
Valuation techniques that are appropriate in the
circumstances and for which sufficient data are
available to measure fair value, are used, maximising
the use of relevant observable inputs and minimising
the use of unobservable inputs.
Assets and liabilities measured at fair value are
classified, into three levels, using a fair value hierarchy
that reflects the significance of the inputs used
in making the measurements. Classifications are
reviewed each reporting date and transfers between
levels are determined based on a reassessment of
the lowest level input that is significant to the fair
value measurement.
For recurring and non-recurring fair value
measurements, external valuers may be used when
internal expertise is either not available or when
the valuation is deemed to be significant. External
valuers are selected based on market knowledge
and reputation. Where there is a significant change
in fair value of an asset or liability from one period to
another, an analysis is undertaken, which includes
a verification of the major inputs applied in the latest
valuation and a comparison, where applicable, with
external sources of data.
Issued Capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue
of new shares or options are shown in equity as
a deduction, net of tax, from the proceeds.
Dividends
Dividends are recognised when declared during
the financial year and no longer at the discretion
of the company.
Business Combinations
The acquisition method of accounting is used
to account for business combinations regardless
of whether equity instruments or other assets
are acquired.
The consideration transferred is the sum of the
acquisition-date fair values of the assets transferred,
equity instruments issued or liabilities incurred by the
acquirer to former owners of the acquiree and the
amount of any non-controlling interest in the acquiree.
For each business combination, the non-controlling
interest in the acquiree is measured at either fair
value or at the proportionate share of the acquiree’s
identifiable net assets. All acquisition costs are
expensed as incurred to profit or loss.
On the acquisition of a business, the consolidated
entity assesses the financial assets acquired and
liabilities assumed for appropriate classification
and designation in accordance with the contractual
terms, economic conditions, the consolidated entity’s
operating or accounting policies and other pertinent
conditions in existence at the acquisition-date.
Where the business combination is achieved in
stages, the consolidated entity remeasures its
previously held equity interest in the acquiree at the
acquisition-date fair value and the difference between
the fair value and the previous carrying amount is
recognised in profit or loss.
Contingent consideration to be transferred by the
acquirer is recognised at the acquisition-date fair
value. Subsequent changes in the fair value of
contingent consideration classified as an asset or
liability is recognised in profit or loss. Contingent
consideration classified as equity is not remeasured
and its subsequent settlement is accounted for
within equity.
The difference between the acquisition-date fair value
of assets acquired, liabilities assumed and any non-
controlling interest in the acquiree and the fair value of
the consideration transferred and the fair value of any
pre-existing investment in the acquiree is recognised
as goodwill. If the consideration transferred and the
pre-existing fair value is less than the fair value of
the identifiable net assets acquired, being a bargain
purchase to the acquirer, the difference is recognised
as a gain directly in profit or loss by the acquirer on
the acquisition-date, but only after a reassessment of
the identification and measurement of the net assets
acquired, the non-controlling interest in the acquiree,
if any, the consideration transferred and the acquirer’s
previously held equity interest in the acquirer.
ANNUAL REPORT 2014 35
35
Notes to the Financial Statements
1. Significant Accounting Policies (continued)
Business combinations are initially accounted for
on a provisional basis. The acquirer retrospectively
adjusts the provisional amounts recognised and also
recognises additional assets or liabilities during the
measurement period, based on new information
obtained about the facts and circumstances that
existed at the acquisition-date. The measurement
period ends on either the earlier of (i) 12 months from
the date of the acquisition or (ii) when the acquirer
receives all the information possible to determine
fair value.
Earnings Per Share
Basic earnings per share
Basic earnings per share is calculated by dividing
the profit attributable to the owners of Dicker Data
Limited, excluding any costs of servicing equity
other than ordinary shares, by the weighted average
number of ordinary shares outstanding during the
financial year, adjusted for bonus elements in ordinary
shares issued during the financial year.
Diluted Earnings per Share
Diluted earnings per share adjusts the figures used in
the determination of basic earnings per share to take
into account the after income tax effect of interest
and other financing costs associated with dilutive
potential ordinary shares and the weighted average
number of shares assumed to have been issued
for no consideration in relation to dilutive potential
ordinary shares.
Goods and Services Tax (‘GST’) and other
Similar Taxes
Revenues, expenses and assets are recognised net
of the amount of associated GST, unless the GST
incurred is not recoverable from the tax authority.
In this case it is recognised as part of the cost of the
acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of
the amount of GST receivable or payable. The net
amount of GST recoverable from, or payable to, the
tax authority is included in other receivables or other
payables in the statement of financial position.
Cash flows are presented on a gross basis. The
GST components of cash flows arising from investing
or financing activities which are recoverable from,
or payable to the tax authority, are presented as
operating cash flows.
Commitments and contingencies are disclosed net
of the amount of GST recoverable from, or payable to,
the tax authority.
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.
New Accounting Standards and Interpretations
not yet Mandatory or early Adopted
Australian Accounting Standards and Interpretations
that have recently been issued or amended but are
not yet mandatory, have not been early adopted by
the consolidated entity for the annual reporting period
ended 31 December 2014 The consolidated entity’s
assessment of the impact of these new or amended
Accounting Standards and Interpretations, most
relevant to the consolidated entity, are set out below.
AASB 9 Financial Instruments and its Consequential
Amendments
This standard and its consequential amendments
are applicable to annual reporting periods beginning
on or after 1 January 2017 and completes phases I
and III of the IASB’s project to replace IAS 39
(AASB 139) ‘Financial Instruments: Recognition
and Measurement’. This standard introduces new
classification and measurement models for financial
assets, using a single approach to determine whether
a financial asset is measured at amortised cost or fair
value. The accounting for financial liabilities continues
to be classified and measured in accordance with
AASB 139, with one exception, being that the portion
of a change of fair value relating to the entity’s own
credit risk is to be presented in other comprehensive
income unless it would create an accounting
mismatch. Chapter 6 ‘Hedge Accounting’ supersedes
the general hedge accounting requirements in
AASB 139 and provides a new simpler approach to
hedge accounting that is intended to more closely
align with risk management activities undertaken
by entities when hedging financial and non-financial
risks. The consolidated entity will adopt this standard
and the amendments from 1 July 2017 but the
impact of its adoption is yet to be assessed by
the consolidated entity.
36 DICKER DATA LIMITED
36
FOR THE YEAR ENDED 31 DECEMBER 2014continued AASB 2014-1 Amendments to Australian Accounting
Standards (Parts A to C)
Parts A to C of these amendments is applicable
to annual reporting periods beginning on or after
1 July 2014 and affects the following standards:
AASB 2 ‘Share-based Payment’: clarifies the
definition of ‘vesting condition’ by separately defining
a ‘performance condition’ and a ‘service condition’
and amends the definition of ‘market condition’;
AASB 3 ‘Business Combinations’: clarifies that
contingent consideration in a business combination
is subsequently measured at fair value with changes
in fair value recognised in profit or loss irrespective
of whether the contingent consideration is within the
scope of AASB 9; AASB 8 ‘Operating Segments’:
amended to require disclosures of judgements
made in applying the aggregation criteria and
clarifies that a reconciliation of the total reportable
segment assets to the entity’s assets is required
only if segment assets are reported regularly to the
chief operating decision maker; AASB 13 ‘Fair Value
Measurement’: clarifies that the portfolio exemption
applies to the valuation of contracts within the scope
of AASB 9 and AASB 139; AASB 116 ‘Property,
Plant and Equipment’ and AASB 138 ‘Intangible
Assets’: clarifies that on revaluation, restatement of
accumulated depreciation will not necessarily be
in the same proportion to the change in the gross
carrying value of the asset; AASB 124 ‘Related
Party Disclosures’: extends the definition of ‘related
party’ to include a management entity that provides
KMP services to the entity or its parent and requires
disclosure of the fees paid to the management
entity; AASB 140 ‘Investment Property’: clarifies
that the acquisition of an investment property may
constitute a business combination. The adoption of
these amendments from 1 January 2015 will not have
a material impact on the consolidated entity.
AASB 2014-3 Amendments to Australian Accounting
Standards - Accounting for Acquisitions of Interests
in Joint Operations
These amendments are applicable to annual
reporting periods beginning on or after 1 January
2016. AASB 2014-3 amends AASB 11 Joint
Arrangements and requires an acquisition of
an interest in a joint operation, being an activity
that constitutes a business, to be accounted for
and presented using AASB 3 (and other relevant
accounting standards) business combination
principles and disclosures. The adoption of these
amendments from 1 January 2016 will not have a
material impact on the consolidated entity.
AASB 2014-4 Amendments to Australian Accounting
Standards - Clarification of Acceptable Methods of
Depreciation and Amortisation
These amendments are applicable to annual
reporting periods beginning on or after 1 January
2016. AASB 2014-4 amends AASB 116 and AASB
138 to clarify that depreciation and amortisation
should be based on the expected pattern of
consumption of an asset, that the use of revenue
based methods to calculate depreciation is
not appropriate, and that there is a rebuttable
presumption that revenue is an inappropriate basis
for measuring the consumption of the economic
benefit embodied in an intangible asset. The adoption
of these amendments from 1 January 2016 will not
have a material impact on the consolidated entity.
IFRS 15 Revenue from Contracts with Customers
This standard is expected to be applicable to
annual reporting periods beginning on or after
1 January 2017. The standard provides a single
standard for revenue recognition. The core principle
of the standard is that an entity will recognise
revenue to depict the transfer of promised goods
or services to customers in an amount that reflects
the consideration to which the entity expects to be
entitled in exchange for those goods or services.
The standard will require: contracts (either written,
verbal or implied) to be identified, together with the
separate performance obligations within the contract;
determine the transaction price, adjusted for the time
value of money excluding credit risk; allocation of
the transaction price to the separate performance
obligations on a basis of relative stand-alone selling
price of each distinct good or service, or estimation
approach if no distinct observable prices exist; and
recognition of revenue when each performance
obligation is satisfied. Credit risk will be presented
separately as an expense rather than adjusted to
revenue. For goods, the performance obligation
would be satisfied when the customer obtains
control of the goods. For services, the performance
obligation is satisfied when the service has been
provided, typically for promises to transfer services to
customers. For performance obligations satisfied over
time, an entity would select an appropriate measure
of progress to determine how much revenue should
be recognised as the performance obligation is
satisfied. Contracts with customers will be presented
in an entity’s statement of financial position as a
contract liability, a contract asset, or a receivable,
depending on the relationship between the entity’s
performance and the customer’s payment.
ANNUAL REPORT 2014 37
37
Notes to the Financial Statements
1. Significant Accounting Policies (continued)
Sufficient quantitative and qualitative disclosure is
required to enable users to understand the contracts
with customers; the significant judgments made in
applying the guidance to those contracts; and any
assets recognised from the costs to obtain or fulfil
a contract with a customer. The consolidated entity
will adopt this standard from 1 January 2017 but the
impact of its adoption is yet to be assessed by the
consolidated entity.
2. Critical Accounting Judgements, Estimates
and Assumptions
The preparation of the financial statements requires
management to make judgements, estimates and
assumptions that affect the reported amounts in
the financial statements. Management continually
evaluates its judgements and estimates in relation
to assets, liabilities, contingent liabilities, revenue
and expenses. Management bases its judgements,
estimates and assumptions on historical experience
and on other various factors, including expectations
of future events, management believes to be
reasonable under the circumstances. The resulting
accounting judgements and estimates will seldom
equal the related actual results. The judgements,
estimates and assumptions that have a significant
risk of causing a material adjustment to the
carrying amounts of assets and liabilities (refer to
the respective notes) within the next financial year
are discussed below.
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.
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.
Fair Value Measurement Hierarchy
The consolidated entity is required to classify all
assets and liabilities, measured at fair value, using
a three level hierarchy, based on the lowest level
of input that is significant to the entire fair value
measurement, being: Level 1: Quoted prices
(unadjusted) in active markets for identical assets
or liabilities that the entity can access at the
measurement date; Level 2: Inputs other than quoted
prices included within Level 1 that are observable for
the asset or liability, either directly or indirectly; and
Level 3: Unobservable inputs for the asset or liability.
Considerable judgement is required to determine
what is significant to fair value and therefore which
category the asset or liability is placed in can
be subjective.
The fair value of assets and liabilities classified as
level 3 is determined by the use of valuation models.
These include discounted cash flow analysis or the
use of observable inputs that require significant
adjustments based on unobservable inputs.
Estimation of Useful Lives of Assets
The consolidated entity determines the estimated
useful lives and related depreciation and amortisation
charges for its property, plant and equipment
and finite 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.
Goodwill and other Indefinite Life Intangible Assets
The consolidated entity tests annually, or more
frequently if events or changes in circumstances
indicate impairment, whether goodwill and other
indefinite life intangible assets have suffered any
impairment, in accordance with the accounting policy
stated in Note 1. The recoverable amounts of cash-
generating units have been determined based on
value-in-use calculations. These calculations require
the use of assumptions, including estimated discount
rates based on the current cost of capital and growth
rates of the estimated future cash flows.
Impairment of Non-Financial Assets other than
Goodwill and other Indefinite Life Intangible Assets
The consolidated entity assesses impairment of
non-financial assets other than goodwill and other
indefinite life intangible assets at each reporting date
by evaluating conditions specific to the consolidated
entity and to the particular asset that may lead to
impairment. If an impairment trigger exists, the
recoverable amount of the asset is determined.
38 DICKER DATA LIMITED
38
FOR THE YEAR ENDED 31 DECEMBER 2014continued This involves fair value less costs of disposal or value-
in-use calculations, which incorporate a number of
key estimates and assumptions.
Income Tax
The consolidated entity is subject to income taxes
in the jurisdictions in which it operates. 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 consolidated entity recognises
liabilities for anticipated tax audit issues based on the
consolidated entity’s current understanding of the tax
law. Where the final tax outcome of these matters is
different from the carrying amounts, such differences
will impact the current and deferred tax provisions in
the period in which such determination is made.
Recovery of Deferred Tax Assets
Deferred tax assets are recognised for deductible
temporary differences only if the consolidated entity
considers it is probable that future taxable amounts
will be available to utilise those temporary differences
and losses.
Employee Benefits Provision
As discussed in Note 1, the liability for employee
benefits expected to be settled more than 12 months
from the reporting date are recognised and measured
at the present value of the estimated future cash
flows to be made in respect of all employees at the
reporting date. In determining the present value of the
liability, estimates of attrition rates and pay increases
through promotion and inflation have been taken
into account.
Lease make Good Provision
A provision has been made for the present value
of anticipated costs for future restoration of leased
premises. The provision includes future cost
estimates associated with closure of the premises.
The calculation of this provision requires assumptions
such as application of closure dates and cost
estimates. The provision recognised for each site is
periodically reviewed and updated based on the facts
and circumstances available at the time. Changes to
the estimated future costs for sites are recognised
in the statement of financial position by adjusting the
asset and the provision. Reductions in the provision
that exceed the carrying amount of the asset will be
recognised in profit or loss.
Purchase of inventories
Cost of goods are represented 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.
Business Combinations
As discussed in Note 1, business combinations
are initially accounted for on a provisional basis.
The fair value of assets acquired, liabilities and
contingent liabilities assumed are initially estimated
by the consolidated entity taking into consideration
all available information at the reporting date. Fair
value adjustments on the finalisation of the business
combination accounting is retrospective, where
applicable, to the period the combination occurred
and may have an impact on the assets and liabilities,
depreciation and amortisation reported.
3. Operating Segments
Identification of Reportable Operating Segments
The consolidated entity is organised into two
operating segments: Australian and New Zealand
operations. These operating segments are based
on the internal reports that are reviewed and used
by the Board of Directors (who are identified as
the Chief Operating Decision Makers (‘CODM’))
in assessing performance and in determining the
allocation of resources. There is no aggregation
of operating segments.
The CODM reviews EBITDA (earnings before interest,
tax, depreciation and amortisation). Reportable
revenue is for only the one product being sale of IT
goods. The accounting policies adopted for internal
reporting to the CODM are consistent with those
adopted in the financial statements.
The information reported to the CODM is on at
least a monthly basis.
Intersegment Transactions
During the year there was a dividend paid from
Dicker Data NZ Ltd to Express Data Holdings Pty Ltd
for $2,867,521.
ANNUAL REPORT 2014 39
39
Notes to the Financial Statements
3. Operating Segments (continued)
Intersegment Receivables, Payables and Loans
Intersegment loans are initially recognised at the consideration received. Intersegment loans receivable and
loans payable that earn or incur non-market interest are not adjusted to fair value based on market interest rates.
Intersegment loans are eliminated on consolidation.
Australia
$’000
New Zealand
$’000
Eliminations/
Unallocated
$’000
TOTAL
$’000
430,063
67,747
3
3,154
157
–
–
183
–
–
(2,868)
(133)
497,811
3
287
207
433,378
67,930
(3,000)
498,308
9,597
(1,790)
157
(4,142)
(3,944)
(122)
(65)
(187)
2,469
(196)
183
–
–
2,456
(709)
1,747
–
–
(133)
133
–
–
–
–
12,066
(1,986)
207
(4,009)
(3,944)
2,334
(774)
1,560
210,836
63,905
274,741
30,836
1,405
32,241
(5,448)
236,224
–
65,310
(5,448)
301,534
246,763
7,099
20,424
99
5,448
272,635
–
7,198
253,862
20,523
5,448
279,833
Operating Segment Information
Consolidated – December 2014
Revenue
Sale of goods
Other revenue:
Recoveries
Other revenue
Interest revenue
Total Revenue
EBITDA
Depreciation & Amortisation
Interest revenue
Finance costs
Integration and restructure costs
Profit before income tax
Income tax expense
Profit after income tax expense
Assets
Segment Current Assets
Segment Non Current Assets
Segment Assets
Liabilities
Segment Current Liabilities
Segment Non Current Liabilities
Segment Liabilities
40 DICKER DATA LIMITED
40
FOR THE YEAR ENDED 31 DECEMBER 2014continued Consolidated – June 2014
Revenue
Sale of goods
Other revenue:
Recoveries
Other revenue
Interest revenue
Total Revenue
EBITDA
Depreciation & Amortisation
Interest revenue
Finance costs
Profit before income tax
Income tax expense
Profit after income tax expense
Assets
Segment Current Assets
Segment Non Current Assets
Segment Assets
Liabilities
Segment Current Liabilities
Segment Non Current Liabilities
Segment Liabilities
4. Revenue
Sales revenue
Sale of goods
Other revenue:
Interest
Recoveries
Other revenue
Total Revenue
Australia
$’000
New Zealand
$’000
Eliminations/
Unallocated
$’000
TOTAL
$’000
–
–
–
(67)
(67)
(6,519)
–
(67)
67
–
–
–
662,035
270
350
111
662,766
14,286
(1,469)
111
(5,134)
7,794
(2,608)
5,186
626,665
35,370
270
350
82
–
–
96
627,367
35,466
1,250
(103)
96
–
1,243
(567)
676
19,555
(1,366)
82
(5,201)
13,071
(2,041)
11,030
279,556
56,240
335,795
292,696
3,291
34,214
1,473
35,688
(49,298)
264,472
–
57,713
(49,298)
322,185
23,193
(17,504)
298,385
89
–
3,380
295,988
23,281
(17,504)
301,765
Consolidated
31-Dec-14
(6 Months)
$’000
30-Jun-14
(12 Months)
$’000
497,810
662,035
207
3
287
111
270
350
498,307
662,766
ANNUAL REPORT 2014 41
41
Notes to the Financial Statements
5. Expenses
Cost of sales
Cost of sales
Depreciation
Building
Plant and equipment
Total depreciation
Amortisation
Development
Software
Customer Contracts
Total amortisation
Total depreciation and amortisation
Finance costs
Interest and finance charges paid/payable
Superannuation expense
Defined contribution superannuation expense
Operating Leases
Property Rental Expense
6. 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
Deferred tax included in income tax expense comprises:
(Increase) Decrease in deferred tax assets
Increase (Decrease) in deferred liabilities
42 DICKER DATA LIMITED
42
Consolidated
31-Dec-14
(6 Months)
$’000
30-Jun-14
(12 Months)
$’000
452,816
607,792
195
619
814
20
30
1,122
1,172
1,986
305
543
847
47
13
561
622
1,469
4,009
5,134
1,912
1,985
1,628
674
950
(48)
(902)
92
(220)
(128)
–
774
360
(488)
(128)
4,053
183
4,236
(964)
(664)
(1,628)
2,608
(1,801)
173
(1,628)
FOR THE YEAR ENDED 31 DECEMBER 2014continued (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%
700
2,338
Consolidated
31-Dec-14
(6 Months)
$’000
30-Jun-14
(12 Months)
$’000
Add tax effect of:
Under provision for income tax in prior year
Non-deductible expenses
Less tax effect of:
Investment allowance
Overprovision of deferred tax
Differences in overseas tax rates
Income tax expense attributable to entity
–
391
219
776
1,091
3,333
(268)
(49)
(700)
(25)
774
2,608
The applicable weighted average effective tax rates are as follows:
33.2%
33.5%
7. Cash and Cash Equivalents
Cash at bank
Reconciliation to cash and cash equivalents at the end of the financial year
The above figures are reconciled to cash and cash equivalents at the end
of the financial year as shown in the statement of cash flows as follows:
Balances as above
Balance as per statement of cash flow
3,703
18,231
3,703
3,703
18,231
18,231
ANNUAL REPORT 2014 43
43
Notes to the Financial Statements
8. Trade and Other Receivables
Trade receivables
Less: Provision for impairment of receivables
Other receivables
Consolidated
31-Dec-14
(6 Months)
$’000
30-Jun-14
(12 Months)
$’000
125,233
153,054
(534)
(534)
124,700
152,520
21,450
8,660
146,150
161,180
Impairment of receivables
The consolidated entity has recognised a decrease in the provision of $791 (June 2014: increase $455,182)
in profit or loss in respect of impairment of receivables for the year ended 31 December 2014.
The ageing of the impaired receivables provided for above are as follows:
0 – 3 Months overdue
3 – 6 Months overdue
Over 6 Months overdue
Movements in the provision for impairment of receivables are as follows:
Opening balance
Charge for the year
Closing balance
90
308
136
534
534
–
534
304
230
–
534
79
455
534
Past due but not impaired
Customers with balances past due but without provision for impairment of receivables amount to $11,575,064
as at 31 December 2014 (June 2014: $7,731,263). The consolidated entity did not consider a credit risk on these
balances after reviewing credit terms of customers and trading history.
Past due but not impaired:
0 to 3 Months overdue
3 to 6+ Months overdue
10,029
1,546
11,575
6,846
885
7,731
44 DICKER DATA LIMITED
44
FOR THE YEAR ENDED 31 DECEMBER 2014continued 9. Inventories
Finished Goods
Less: Provision for Impairment
10. Property, Plant and Equipment
Freehold land
Building – at cost
Less accumulated depreciation
Total land and buildings
Fitout & Leasehold improvements – at cost
Less accumulated depreciation
Plant and equipment – at cost
Less accumulated depreciation
Motor vehicles
Less accumulated depreciation
Total plant and equipment
Total property, plant and equipment
Carrying amount of assets under finance lease
Consolidated
31-Dec-14
(6 Months)
$’000
30-Jun-14
(12 Months)
$’000
86,787
(2,173)
87,759
(2,698)
84,614
85,061
6,904
17,727
(1,093)
16,634
23,538
2,647
(749)
1,898
2,495
(1,172)
1,323
393
(346)
47
3,268
26,806
247
6,904
14,092
(853)
13,238
20,142
2,035
(506)
1,529
2,112
(1,019)
1,093
594
(337)
256
2,879
23,021
865
ANNUAL REPORT 2014 45
45
Notes to the Financial Statements
10. Property, Plant and Equipment (continued)
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are
set out below:
Balance at 1 July 2013
Additions
Additions through business combinations
Disposals
Depreciation expense
Effect of movements in exchange rate
Freehold
land
$’000
6,904
–
–
–
–
–
Buildings
$’000
Fitout Costs
$’000
Plant and
equipment
$’000
Motor
vehicles
$’000
Total
$’000
11,197
2,340
–
–
(299)
–
815
252
656
–
(200)
6
341
700
325
(4)
(271)
2
316
19,573
–
14
–
(73)
–
3,292
995
(4)
(843)
8
Balance at 30 June 2014
6,904
13,238
1,529
1,093
257
23,021
Additions
Disposals
Depreciation expense
Effect of movements in exchange rate
–
–
–
–
3,591
–
(195)
–
661
(60)
(243)
11
712
(116)
(368)
2
–
4,964
(202)
(8)
–
(378)
(814)
13
Balance at 31 December 2014
6,904
16,634
1,898
1,323
47
26,806
Consolidated
31-Dec-14
(6 Months)
$’000
30-Jun-14
(12 Months)
$’000
17,799
17,657
(1,683)
92
(43)
230
(90)
17,799
17,657
(561)
50
(13)
226
(70)
33,963
35,088
11. Intangibles
Goodwill
Customer Contracts
Less: Accumulated amortisation
Software – at cost
Less: Accumulated amortisation
Website – at cost
Less: Accumulated amortisation
46 DICKER DATA LIMITED
46
FOR THE YEAR ENDED 31 DECEMBER 2014continued Reconciliation
Reconciliations of the written down values at the beginning and end of the current and previous financial year are
set out below:
Goodwill
$’000
Customer
Contracts
$’000
Software
$’000
Development
(Website)
$’000
Consolidated
Balance at 1 July 2013
Additions
Additions through business combinations
17,799
17,657
Amortisation expense
Balance at 30 June 2014
Additions
Amortisation expense
–
(561)
17,799
17,096
–
–
–
(1,122)
Balance at 31 December 2014
17,799
15,974
173
32
–
(47)
158
3
(20)
141
51
(13)
38
41
(30)
49
Total
$’000
173
32
35,507
(621)
35,091
44
(1,172)
33,963
The recoverable amount of the consolidated entity’s goodwill has been determined by a value-in-use calculation
using a discounted cash flow model, based on a 1 year EBITDA projection period approved by management and
extrapolated for a further 4 years using a steady rate, together with a terminal value.
Management considers the cash generating units (CGU) of the group to be Australia and New Zealand.
Goodwill has been allocated $10,5m and $7.3m, respectively.
The following key assumptions were used in the discounted cash flow model for each cash generating unit:
a. 10.9% (June 2014: 12%) pre-tax discount rate;
b. 2.5% (June 2014: 2.5%) per annum EBITDA growth rate;
The discount rate of 10.9% pre-tax reflects management’s estimate of the time value of money and the
consolidated entity’s weighted average cost of capital, the risk free rate and the volatility of the share price relative
to market movements. Management believes the projected 2.5% EBITDA growth rate is reasonable based on
general market growth.
Based on the above, the recoverable amount of each cash generating unit exceeded the carrying amount and
therefore no impairment of goodwill.
Sensitivity Analysis
As disclosed in Note 2, the directors have made judgements and estimates in respect of impairment testing of
goodwill. Management believes that any reasonable changes in the key assumptions on which the recoverable
amount of division goodwill is based would not cause the cash-generating unit’s carrying amount to exceed
its recoverable amount. The sensitivities are as follows: (a) EBITDA would need to decrease by more than 65%
to trigger impairment for the Australian CGU, and 61% for the New Zealand CGU, with all other assumptions
remaining constant; (b) The discount rate would be required to decrease by 85%% to trigger impairment for
the Australian CGU, and 95% for the New Zealand CGU, with all other assumptions remaining constant; (b) The
discount rate would be required to increase to 32% to trigger impairment for the Australian CGU, and 22% for
the New Zealand CGU, with all other assumptions remaining constant.
ANNUAL REPORT 2014 47
47
Notes to the Financial Statements
12. Deferred Tax Assets
Deferred tax asset comprises temporary differences attributable to:
Amounts recognised in profit or loss:
Provision for receivables impairment
Provision for employee entitlements
Accrued expenses
Inventory
Capitalised expenditure
Property Plant and Equipment
Future benefit of income tax losses
Deferred tax asset
Movements in Deferred Tax Asset
Opening Balance
Credited/(charged) to profit or loss
Credited/(charged) to equity
Additions through business combination
Closing Balance
13. Trade and Other Payables
Trade payables
Other payables
31-Dec-14
(6 Months)
$’000
30-Jun-14
(12 Months)
$’000
158
1,078
1,014
708
471
171
941
229
1,667
1,275
1,089
527
114
–
4,541
4,901
4,901
(360)
–
–
4,541
783
1,801
–
2,317
4,901
132,113
13,280
154,079
20,813
145,393
174,892
The consolidated entity has entered into a bailment facility with GE Capital for the purchase of Cisco products up
to a limit of $80 million. Included in trade payables is an amount of $30,994,381 payable to GE Capital under this
arrangement, whereby GE capital has legal title and first priority over its bailed goods and proceeds in respect
thereof and cash on deposit of $9.5 million. The nature of the facility is such that the arrangement is treated as
a trade payable.
48 DICKER DATA LIMITED
48
FOR THE YEAR ENDED 31 DECEMBER 2014continued 14. Borrowings
Current
Debtor Finance
Cash Advance Facility
Purchase finance facility
Lease liability
Loan from Director
Non-Current
Lease Liability under the heading
(a) Total current and non-current secured liabilities:
Debtor Finance
Purchase finance facility
Lease liability
Loan from Director
(b) The carrying amounts of non-current assets pledged as security are:
Leased assets:
31-Dec-14
(6 Months)
$’000
30-Jun-14
(12 Months)
$’000
104,600
99,170
7,250
8,060
248
2,500
–
18,974
278
–
122,658
118,422
–
310
111,850
8,060
248
2,500
99,170
18,974
588
–
122,658
118,732
248
865
(c) The debtor finance facility is secured by a registered fixed and floating charge over all assets and
undertakings of the company and fixed charge over all debtors. The cash advance facility is secured
by a mortgage on the property. The purchase finance facility is an unsecured facility. The loan from director
is unsecured.
(d) Facility Limits for each of the facilities are as follows:
Debtor Finance
Cash Advance Facility
Purchase finance facility
Lease liability
Loan from Director
The drawn amount of these facilities as at the report date is as per Note 14 (a) above.
15. Income Tax
Current tax asset
Current tax liability
122,750
122,750
7,250
25,000
250
–
7,250
25,000
600
–
1,757
–
–
1,554
ANNUAL REPORT 2014 49
49
Notes to the Financial Statements
16. Provisions
Current – Employee Benefits
Movements in the provision for employee benefits
Opening Balance
Charges for the year
Closing Balance
Current – Lease Make Good
Movements in the provision for lease make good
Opening Balance
Charges for the year
Closing Balance
31-Dec-14
(6 Months)
$’000
30-Jun-14
(12 Months)
$’000
2,558
1,668
4,225
902
1,656
2,558
959
(600)
359
–
959
959
Amounts not expected to be settled within the next 12 months
The current provision for employee benefits includes all unconditional entitlements where employees have
completed the required period of service and also those where employees are entitled to pro-rata payments in
certain circumstances. The entire amount is presented as current, since the consolidated entity does not have
an unconditional right to defer settlement. However, based on past experience, the consolidated entity does not
expect all employees to take the full amount of accrued leave or require payment within the next 12 months.
The following amounts reflect leave that is not expected to be taken within the next 12 months:
Employee benefits obligation expected to be settled after 12 months
1,724
648
Lease Make Good
The provision represents the present value of the estimated costs to make good the premises leased by the
consolidated entity at the end of the respective lease terms.
50 DICKER DATA LIMITED
50
FOR THE YEAR ENDED 31 DECEMBER 2014continued 31-Dec-14
(6 Months)
$’000
30-Jun-14
(12 Months)
$’000
198
–
8
1,292
4,792
6,290
6,778
(488)
–
–
6,290
220
–
17
1,244
5,297
6,778
1,254
173
–
5,351
6,778
908
1,590
17. Deferred Tax Liabilities
The balance comprises temporary differences attributable to:
Amounts recognised in profit or loss:
Land and Buildings
Plant and Equipment
Prepayments
Accrued income
Customer contracts
Deferred tax liability
Movements in Deferred Tax Liability
Opening Balance
Credited/(charged) to profit or loss
Credited/(charged) to equity
Additions through business combinations
Closing Balance
18. Provisions
Non-current
Employee Benefits
19. Issued Capital
Ordinary shares – fully paid
Movements in Ordinary Share Capital
Dec 2014
Shares
Jun 2014
Shares
Dec 2014
$’000
Jun 2014
$’000
131,140,033
128,238,661
6,891
1,997
Details
Date
No of Shares
Issue Price
$’000
Opening Balance
Share Issue – dividend reinvestment plan (DRP)
1 July 2013
4 Jun 2014
127,700,000
538,661
Balance
Share issue (DRP)
Share issue (DRP)
Share issue (DRP)
Balance
30 Jun 2014
128,238,661
12-Aug-14
7-Oct-14
31-Dec-14
210,004
1,250,497
1,440,871
31 Dec 14
131,140,033
$1.58
$1.77
$1.73
$1.64
1,145
852
1,997
371
2,161
2,362
6,891
ANNUAL REPORT 2014 51
51
Notes to the Financial Statements
19. Issued Capital (continued)
Ordinary Shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company
in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par
value and the company does not have a limited amount of authorised capital.
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.
Share Buy-Back
There is no current on-market share buy-back.
Capital Risk Management
The consolidated entity’s objectives when managing capital is to safeguard its ability to continue as a going
concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain
an optimum capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends
paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The
consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen
as value adding relative to the current company’s share price at the time of the investment. The consolidated
entity is not actively pursuing additional investments in the short term as it continues to integrate and grow its
existing businesses in order to maximise synergies.
The consolidated entity is subject to certain financing arrangements and covenants and meeting these is
given priority in all capital risk management decisions. There have been no events of default on the financing
arrangements during the financial year.
The capital risk management policy remains unchanged from the 30 June 2014 Annual Report.
20. Reserves
Capital Profits Reserve (Pre-CGT)
Foreign currency reserve
31-Dec-14
(6 Months)
$’000
30-Jun-14
(12 Months)
$’000
369
356
725
369
(83)
286
Capital Profits Reserve (Pre-CGT)
The capital profits reserve records non-taxable profits on sale of investments.
Foreign Currency Reserve
The reserve is used to recognise exchange differences arising from translation of the financial statements
of foreign operations to Australian dollars. It is also used to recognise gains and losses on hedges of the net
investments in foreign operations.
Movements in reserves
Opening Balance
Foreign currency translation
Closing Balance
52 DICKER DATA LIMITED
52
286
439
725
369
(84)
286
FOR THE YEAR ENDED 31 DECEMBER 2014continued 21. Dividends
Dividends declared or paid during the financial year were as follows:
Interim dividend – 30 June 2014. Fully franked at $0.005 per ordinary
share paid 12 August 2014 (June 2014: $0.0275)
Final dividend – 30 June 2014. Fully franked at $0.0185 per ordinary
share paid 7 October 2014 (June 2014: $0.010)
Interim dividend – 31 December 2014. Fully franked at $0.02 per ordinary
share paid 31 December 2014 (June 2014: $0.007)
The tax rate that dividends have been franked is 30% (June 2014: 30%)
31-Dec-14
(6 Months)
$’000
30-Jun-14
(12 Months)
$’000
641
3,512
2,376
1,277
2,594
5,611
894
5,683
Franking credit balance:
Franking credits available for subsequent financial years based on a tax
rate of 30% (June 2014: 30%)
7,676
8,568
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 Debits that will arise from refund of current tax asset
– franking debits arising from payment of proposed dividends recognised as a liability
22. Fair Value Disclosures
The company has a number of financial instruments which are not measured at fair value in the statement of
financial position, including cash, receivables, payables and borrowings. The fair value of these financial assets
and financial liabilities approximates their carrying amount.
Fair value measurement and disclosure uses a three level hierarchy, based on the lowest level of input that is
significant to the entire value measurement, being:
Level 1: Quoted prices in active markets for identical assets of liabilities that the entity can access at the
measurement date
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either
directly or indirectly
Level 3: Unobservable inputs for the asset or liability
The fair value of Borrowings in Note 14, is estimated by discounting the future contractual cash flows at
the current market interest rates for loans with similar risk profiles and has been measured under Level 2
of the hierarchy.
ANNUAL REPORT 2014 53
53
Notes to the Financial Statements
23. Financial Instruments
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
31-Dec-14
(6 Months)
$’000
30-Jun-14
(12 Months)
$’000
Note
7
8
13
14
3,703
146,150
149,853
145,393
122,658
268,051
18,231
161,180
179,411
174,892
118,732
293,624
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 manage
foreign currency risk. The company had open forward contracts as at the end of the financial year to mitigate this
risk. 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:
– credit risk
– liquidity risk and
– interest rate risk
– foreign exchange risk
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.
54 DICKER DATA LIMITED
54
FOR THE YEAR ENDED 31 DECEMBER 2014continued 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.
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 relation 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.
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
31-Dec-14
(6 Months)
$’000
30-Jun-14
(12 Months)
$’000
Within 1 Year Within 1 Year
145,393
122,658
174,892
118,422
268,051
293,314
1 to 5 Years
1 to 5 Years
–
–
310
310
145,393
122,658
174,892
118,732
268,051
293,624
ANNUAL REPORT 2014 55
55
Notes to the Financial Statements
23. Financial Instruments (continued)
Financial Assets Pledged as Collateral
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. Refer to Note 14(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
Purchase finance facility
111,850
8,060
99,170
18,974
119,910
118,144
Sensitivity Analysis
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 $839,370 lower/higher (June 2014: $827,008 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.
Foreign Exchange Risk
The consolidated entity undertakes certain transactions denominated in foreign currency and is exposed to
foreign currency risk through foreign exchange rate fluctuations.
Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial
liabilities denominated in a currency that is not the entity’s functional currency. The risk is measured using
sensitivity analysis and cash flow forecasting.
In order to protect against exchange rate movements, the consolidated entity has entered into forward foreign
exchange contracts. These contracts are hedging highly probable forecasted cash flows for the ensuing financial
year. Management has a risk management policy to hedge between 30% and 80% of anticipated foreign
currency transactions for the subsequent 4 months.
The maturity, settlement amounts and the average contractual exchange rates of the consolidated entity’s
outstanding forward foreign exchange contracts at the reporting date was as follows:
Buy US dollars
Maturity:
0 – 3 months
3 – 6 months
Buy Australian dollars
Maturity:
0 – 3 months
3 – 6 months
56 DICKER DATA LIMITED
56
Sell New Zealand dollars
Average exchange rates
31-Dec-14
(6 Months)
$’000
30-Jun-14
(12 Months)
$’000
Dec-14
Jun-14
9,730
6,399
6,100
10,501
0.7683
0.7656
0.8412
0.8474
883
–
890
475
0.8953
–
0.9150
0.9286
FOR THE YEAR ENDED 31 DECEMBER 2014continued The carrying amount of the consolidated entity’s foreign currency denominated financial assets and financial
liabilities at the reporting date was as follows:
Consolidated
Cash at bank
Trade receivable
Trade payables
Net statement of financial position exposure
Dec-14
US$’000
NZ$’000
37
188
(10,358)
(10,133)
2,990
14,001
(7,286)
9,705
Based on the financial instruments held at 31 December 2014, a strengthening/weakening of AUD against US$
and NZD$ would have resulted in the following changes to the Groups reported Profit and Loss and/or equity.
Sensitivity Analysis
(Effects in Thousands)
US$ (5% movement)
NZD$ (5% movement)
Equity
Profit or Loss
Strengthening
Weakening
Strengthening
Weakening
–
(558)
–
617
483
(87)
(533)
96
24. Key Management Personnel Compensation
Compensation
The aggregate compensation made to directors and other members of key
management personnel of the consolidated entity is set out below:
Short-term benefits
Post-employment benefits
Total compensation
31-Dec-14
(6 Months)
$’000
30-Jun-14
(12 Months)
$’000
1,069
102
1,171
2,175
219
2,394
ANNUAL REPORT 2014 57
57
Notes to the Financial Statements
25. Remuneration of Auditors
During the financial year the following fees were paid or payable for services provided by BDO, the auditor of the
company, its network firms and unrelated firms:
Audit services – BDO
Auditing or reviewing the financial report
140,000
127,814
31-Dec-14
(6 Months)
$
30-Jun-14
(12 Months)
$
Other Services – BDO
Indirect Tax Services
Income Tax & Corporate Services
Indirect tax services – Other BDO Network Firms
Other services – Deloitte
133,700
137,146
410,846
–
8,153
8,153
–
377,683
505,497
46,827
6,550
53,377
26. Contingent Liabilities
The directors are not aware of any contingent liabilities related to the consolidated entity as at the report date.
27. Commitments
Capital Commitments
Committed at the reporting date but not recognised as liabilities, payable:
Capital expenditure commitments contracted for:
Property, plant and equipment
[Balance of completion of warehouse extension and associated road works]
Lease commitments – Operating
Committed at the reporting date but not recognised as liabilities, payable:
Within one year
One to five years
31-Dec-14
(6 Months)
$’000
30-Jun-14
(12 Months)
$’000
500
3,568
956
1,077
2,033
883
987
1,870
Operating lease commitments includes contracted amounts for office equipment and security systems under
non-cancellable operating leases expiring within one to five years, as well as property leases.
58 DICKER DATA LIMITED
58
FOR THE YEAR ENDED 31 DECEMBER 2014continued
28. Parent Entity Information
Set out below is the supplementary information about the parent entity:
Statement of Profit or Loss and other Comprehensive Income
Profit after income tax
Total comprehensive income
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued capital
Reserves
Retained profits
Total Equity
Parent
31-Dec-14
(6 Months)
$’000
30-Jun-14
(12 Months)
$’000
(1,650)
(1,650)
3,899
3,899
182,515
261,909
242,968
245,622
6,891
369
9,026
16,286
130,100
205,443
183,803
186,227
1,997
369
16,850
19,216
Guarantees Entered into by the Parent Entity in Relation to the Debts of its Subsidiaries
The parent entity and some of its subsidiaries are party to a deed of cross guarantee under which each company
guarantees the debts of the others. No deficiencies of assets exist in any of these subsidiaries.
Contingent Liabilities
The parent entity had no contingent liabilities as at 31 December 2014 and 30 June 2014.
Capital Commitments – Property, Plant and Equipment
The parent entity had the capital commitments for property, plant and equipment as detailed in Note 27.
Significant Accounting Policies
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed
in Note 1.
ANNUAL REPORT 2014 59
59
Notes to the Financial Statements
29. Business Combination
Acquisitions
On 01 April 2014 Dicker Data Limited acquired 100% of the issued capital of Express Data Holdings Pty Limited
which operates in the Information Communication and Technology industry. The acquisition of Express Data
Holdings Pty Limited is part of a strategy to expand the vendor and customer base of the group in the ICT
industry in Australia and New Zealand.
As the acquisition took place close to the 30 June 2014 year-end the information required to account for the
acquisition was incomplete. The initial accounting for the acquisition was therefore determined provisionally in the
30 June 2014 financial report.
Business Combination – Goodwill Adjustment
In accordance with AASB3: Business Combinations, initial provisional accounting for the Express Data Holdings
acquisition disclosed in the 30 June 2014 financial report have been recognised as if the final accounting for the
business combination had been completed at the acquisition date. Comparative information for 30 June 2014
has therefore been adjusted. The consequence of the finalisation of the acquisition accounting is the recognition
of a deferred tax liability related to customer contracts of $5.3 million and a corresponding increase in goodwill.
Details of the net assets acquired, goodwill and purchase consideration are as follows:
Final fair value
recognised on
acquisition
$’000
Provisional
fair value
recognised on
acquisition
$’000
–
93,110
59,749
2,073
995
51
469
2,316
–
93,110
59,749
2,073
995
51
469
2,316
(136,763)
(136,763)
(3,059)
(4,586)
(199)
(52)
(3,059)
(4,586)
(199)
(52)
Current Assets
Cash and cash equivalents
Trade and other receivables
Inventories
Other current assets
Non-Current Assets
Property, plant and equipment
Intangible assets - software
Derivative financial instruments - asset
Deferred tax assets
Current liabilities
Trade and other payables
Other Liabilities
Employee Benefits
Tax Liability
Derivative financial instruments - liabilities
60 DICKER DATA LIMITED
60
FOR THE YEAR ENDED 31 DECEMBER 2014continued Non-current liabilities
Other long term provisions
Deferred tax liabilities
Net identifiable assets and liabilities
Less: Non-controlling interests*
Identifiable intangible assets - Customer Contracts
Goodwill
Net Assets Acquired
Purchase consideration comprises:
Cash paid
Less: cash and cash equivalents
Equity instruments issued**
Contingent consideration
Total purchase consideration
Acquisition costs expensed to profit or loss
Final fair value
recognised on
acquisition
$’000
Provisional
fair value
recognised on
acquisition
$’000
(844)
(5,351)
7,909
–
7,909
17,657
17,798
(844)
(54)
13,206
–
13,206
17,657
12,502
43,365
43,365
51,122
(7,756)
51,122
(7,757)
–
–
–
–
43,365
43,365
–
–
1,831
1,831
30. Interests in Subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following wholly-owned
subsidiaries in accordance with the accounting policy described in Note 1:
Name
Express Data Holdings Pty Limited
Dicker Data New Zealand Ltd (formerly Express Data New
Zealand Ltd)
Simms International Pty Ltd
Principal place of
business/country of
incorporation
Australia
New Zealand
Australia
Simms International Ltd (deregistered in December 2014)
New Zealand
Ownership Interest
Dec-14
%
100%
100%
100%
100%
Jun-14
%
100%
100%
100%
100%
ANNUAL REPORT 2014 61
61
Notes to the Financial Statements
31. Deed of Cross Guarantee
The following entity is party to a deed of cross guarantee under which each company guarantees the debts of the
others:
Express Data Holdings Pty Limited
By entering into the deed, the wholly-owned entity has been relieved from the requirement to prepare financial
statements and directors’ report under Class Order 98/1418 (as amended) issued by the Australian Securities and
Investments Commission (‘ASIC’).
The above company represent a ‘Closed Group’ for the purposes of the Class Order, and as there are no other
parties to the Deed of Cross Guarantee that are controlled by Dicker Data Limited, they also represent the
‘Extended Closed Group’.
Set out below is a consolidated statement of profit or loss and other comprehensive income and statement of
financial position of the ‘Closed Group’.
31-Dec-14
(6 Months)
$’000
30-Jun-14
(12 Months)
$’000
430,064
626,665
290
681
(364,942)
28,785
(26,843)
(604,623)
(21,312)
(24,970)
(1,791)
(3,985)
(1,366)
(5,181)
(11,603)
(13,442)
(122)
(65)
6,551
(2,041)
(187)
4,509
–
–
(187)
4,509
14,103
(186)
(2,744)
11,173
15,277
4,509
(5,683)
14,103
Statement of profit or loss and other comprehensive income
Revenue
Other income
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
Other comprehensive income, net of tax
Total comprehensive income for the year
Retained Profits
Retained profits at the beginning of the financial year
Profit after income tax expense
Dividends paid
Retained profits at the end of the financial year
62 DICKER DATA LIMITED
62
FOR THE YEAR ENDED 31 DECEMBER 2014continued Statement of financial Position
Current Assets
Cash and cash equivalents
Trade and other receivables
Inventories
Current Tax asset
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
Retained Profits
Issued capital
Reserves
TOTAL EQUITY
31-Dec-14
(6 Months)
$’000
30-Jun-14
(12 Months)
$’000
676
14,315
134,250
145,100
76,572
1,757
78,470
–
213,255
237,885
26,259
33,913
3,734
63,906
22,370
29,755
4,901
57,025
277,161
294,909
125,466
122,658
(220)
4,210
152,309
118,422
1,191
3,270
252,114
275,193
–
6,290
908
7,198
310
1,481
1,501
3,292
259,312
278,484
17,849
16,425
11,173
6,890
(214)
14,888
1,996
(459)
17,849
16,425
ANNUAL REPORT 2014 63
63
Notes to the Financial Statements
32. Reconciliation of Profit after Income Tax to Net Cash
from Operating Activities
Profit after income tax
Adjustments for:
Depreciation
Amortisation of 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
Net cash from operating activities
33. Non-Cash Investing and Financing Activities
Shares issued under dividend reinvestments plan
Consolidated
31-Dec-14
(6 Months)
$’000
30-Jun-14
(12 Months)
$’000
1,560
5,186
814
1,173
446
17,570
(787)
(487)
969
609
24,375
54
(1,802)
173
(32,589)
(13,176)
1,381
188
(2,107)
161
(175)
(543)
(12,838)
15,831
4,894
4,894
853
853
64 DICKER DATA LIMITED
64
FOR THE YEAR ENDED 31 DECEMBER 2014continued
34. Earning Per Share
Profit after income tax
Profit after income tax attributable to the owners of Dicker Data Limited
Consolidated
31-Dec-14
(6 Months)
$’000
30-Jun-14
(12 Months)
$’000
1,560
5,186
Number
Number
Weighted average number of shares used as denominator
Weighted average number of ordinary shares used as the denominator in calculating
basic earnings per share
129,682
127,738
Weighted average number of ordinary shares and options used as the denominator
in calculating basic earnings per share
129,682
127,738
Basic earnings per share (cents)
Diluted earnings per share (cents)
35. Related Party Transactions
Parent entity
Dicker Data Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in Note 30.
Cents
1.20
1.20
Cents
4.06
4.06
Key Management Personnel
Disclosures relating to key management personnel are set out in Note 24 and the remuneration report in the
directors’ report.
Transactions with related parties
At the end of the reporting period there was a loan from non-executive director Fiona Brown for $2,500,000.
The loan is repayable on-call. Interest on the loan is at 5.5% paid semi-annually or when repaid. There were no
other dealings of material nature.
ANNUAL REPORT 2014 65
65
Directors’ Declaration
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 31st December 2014 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
– at the date of this declaration, there are reasonable grounds to believe that the members of the Extended
Closed Group will be able to meet any obligations or liabilities to which they are, or may become, subject by
virtue of the deed of cross guarantee described in Note 31 to the financial statements.
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 & Chairman
Sydney, 31 March 2015
66 DICKER DATA LIMITED
66
Auditor Declaration of Independence
ANNUAL REPORT 2014 67
67
Independent Auditors Report
68 DICKER DATA LIMITED
68
ANNUAL REPORT 2014 69
69
Shareholder Information
The shareholder information set out below was applicable as at 18 March 2015.
Ordinary Share Capital
As at 18 March 2015, the issued capital of the Company was 131,140,033 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 5,000
5,001 to 10,000
10,001 to 100,000
100,000 and over
Ordinary shares
Number of
Holders
95
119
219
193
20
Number of
Shares
47,718
320,647
1,993,520
4,536,538
124,241,610
646
131,140,033
There were 41 holders of less than a marketable parcel of ordinary shares. The number of shares in aggregate
of these unmarketable parcels is 7,376.
Unquoted Options
The Company had no unquoted options on issue as at 31 December 2014 or as at 18 March 2015.
70 DICKER DATA LIMITED
70
Twenty Largest Holders of Quoted Equity Securities
Shareholder
MR DAVID JOHN DICKER
MS FIONA TUDOR BROWN
NATIONAL NOMINEES LIMITED
RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED
AUST EXECUTOR TRUSTEES LTD
MANASSEN HOLDINGS PTY LTD
SANDHURST TRUSTEES LTD
ABN AMRO CLEARING SYDNEY NOMINEES PTY LTD
MARTRE PROPERTIES PTY LIMITED
MR CRAIG GRAEME CHAPMAN
MR IAN DAVIES
MR JOSEPH JOHN HILL
AUST EXECUTOR TRUSTEES LTD
MR NICHOLAS JOHN RUSHTON
MILLETTS PORTFOLIO PTY LTD
FINANCE ASSOCIATES PTY LTD
CFB NOMINEES PTY LTD
FRANKSON SUPER FUND PTY LTD
MR RONALD JOHN BOND
MR ANTHONY ROBERT REECE & MR CRAIG DAVID HOADLEY
Ordinary shares
Number held
62,549,354
54,852,929
2,375,316
987,882
567,000
500,000
350,000
280,013
230,000
229,000
176,050
144,707
133,000
132,081
130,800
130,000
126,000
126,000
113,850
107,628
Percentage of
quoted shares
47.70%
41.83%
1.81%
0.75%
0.43%
0.38%
0.27%
0.21%
0.18%
0.18%
0.13%
0.11%
0.10%
0.10%
0.10%
0.10%
0.10%
0.10%
0.09%
0.08%
Total for Top 20
124,241,610
94.72%
Substantial Holders
Substantial holders in the company are set out below:
Name of substantial shareholder
Number of shares held
Percentage of issued shares
Mr David John Dicker
Ms Fiona Tudor Brown
62,549,354
54,852,929
47.70%
41.81%
Voting Rights
The voting rights attaching to each to ordinary share 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.
There are no other classes of equity securities.
230 Captain Cook Drive, Kurnell NSW 2231
T. 1800 688 586 F. 1800 688 486
www.dickerdata.com.au
ABN: 95 000 969 362