ANNUAL REPORT 2015 Background Dicker Data is an Australian owned and operated, ASX listed distributor of computer hardware, software and related products with over 37 years’ experience. Incorporated in 1978, Dicker Data’s mission is to inspire, educate and enable ICT resellers to achieve their full potential through the delivery of unparalleled service, technology and logistics. Dicker Data is Australia’s largest locally owned and operated ICT distributor. Serving in excess of 5,000 registered reseller partners annually, Dicker Data boasted revenues in excess of $1B in FY15. Since listing on the ASX in January 2011, Dicker Data has delivered consistently profitable results for shareholders whilst maintaining a 100% dividend policy. In April 2014 Dicker Data acquired fellow IT distributor, Express Data, significantly increasing the size and scale of the organisation. Purchased for its complementary vendor line-up and strength in the enterprise market, the Express Data operation was fully integrated into the Dicker Data organisation and all acquisition debt was retired within 18 months of the purchase date. The acquisition significantly boosted both the revenue and profitability metrics of the organisation resulting in Dicker Data being positioned as one of the top three largest distributors in the Australian landscape. Contents 1 Our Brands 2 Board of Directors and Senior Management 3 Chairman’s Letter 4 Results Highlights 6 Directors’ Report 19 Statement of Profit or Loss and other Comprehensive Income 20 Statement of Financial Position 21 Statement of Changes in Equity 22 Statement of Cash Flows 23 Notes to the Financial Statements 58 Directors’ Declaration 59 Auditor Declaration of Independence 60 Independent Auditors Report 62 Shareholder Information Registered Office The registered office of the company is: 230 Captain Cook Drive KURNELL NSW 2231 • Dicker Data Limited Background Our Brands S E R V I C E S Annual Report 2015 1 Board of Directors and Senior Management 2 4 6 1 3 5 2 Board of Directors 1. David Dicker Chairman and Chief Executive Officer 2. Mary Stojcevski Executive Director 3. Michael Demetre Executive Director 4. Vladimir Mitnovetski Executive Director 5. Ian Welch Executive Director 6. Fiona Brown Non-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 4. Vladimir Mitnovetski Chief Operating Officer 5. Ian Welch Chief Information Officer Dicker Data Limited Chairman’s Letter Welcome to our full year report for 2015. Financial Year 2015 was the most successful in our 37 year history. We exceeded $1 billion dollars in sales and more importantly we made $31.6m of Net Profit. We had set a goal for 2015 of over $30m and initially projected $30.9m. We were able to comfortably exceed that. A very satisfying outcome. The integration of Express Data was completed in 2015 and the resulting company has performed exceptionally. While we still have some capacity at our facility in Kurnell, we have purchased a 17ha site right next door and we will be building an entirely new place on this site. We have come close to outgrowing our current site much more quickly than I had anticipated. A good sign for long term growth. Our current building is 15,000 sqm. The new site will allow us to build a facility of up to approximately 68,000 sqm. That should take us well into the future. I’d like to thank all our people for doing an outstanding job and I hope they are as proud and happy as I am with the result. Best regards David Dicker CEO and Chairman Sydney, 29 February 2016 Revenue up 15.1% to $1,077.6million Annual Report 2015 3 Results Highlights 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) 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) 4 2015 $’000 [12 Months] 2014 $’000 [12 Months] 1,077,556 103,533 936,492 82,086 42,640 25,374 31,628 29,379 20,499 15.54 18,127 12.20 15,374 4,881 3,057 2.36 6,505 5.01 2015 $’000 [6 Months] 2014 $’000 [6 Months] 546,043 52,472 498,307 45,491 20,562 12,302 15,443 14,724 10,438 7.33 11,938 7.50 6,306 2,334 1,560 3.40 5,611 4.35 Dicker Data LimitedFOR THE YEAR ENDED 31 DECEMBER 2015 Results Highlights Revenue ($M) FY15 Jan–Dec14 FY14 FY13 FY12 FY11 662.8 451.6 455.9 384.0 1,077.6 936.5 $0 $200 $400 $600 $800 $1000 $1200 Gross Profit ($M) FY15 Jan–Dec14 FY14 FY13 FY12 FY11 $0 37.4 34.0 27.4 $20 103.5 82.1 54.2 $40 $60 $80 $100 $120 In February 2015 the Company changed its financial year end to December from a June year end. For the period July 2014 to December 2014 financial statements were prepared for a 6 month transitional financial year. In the adjacent graphic the information is reflected for a June year end for the years from FY11 to FY14. The last two years reflect a January to December 12 month period. EBITDA ($M) FY15 Jan–Dec14 FY14 FY13 FY12 FY11 25.4* 20.6 17.4 16.1 13.1 $0 $10 Operating Profit before Tax ($M) $20 $30 FY15 Jan–Dec14 FY14 FY13 FY12 FY11 15.4* 14.3 13.3 12.3 8.8 42.6* $40 $50 31.6* $0 $5 $10 $15 $20 $25 $30 $35 * Before tax and one-off integration and share acquisition costs Annual Report 2015 5 Directors’ Report The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the ‘consolidated entity’) consisting of Dicker Data Limited (referred to hereafter as the ‘company’ or ‘parent entity’) and the entities it controlled at the end of, or during, the year ended 31 December 2015. Directors The following persons were directors of Dicker Data Limited during the financial year end up to the date of this report. Directors were in office for this entire period unless otherwise stated. David J Dicker Fiona T Brown Mary Stojcevski Michael Demetre Vladimir Mitnovetski Ian Welch (appointed 06.08.15) Principal Activities The principal activities of the consolidated entity during the year were wholesale distribution of computer hardware, software and related products. There were no significant changes in the nature of the activities carried out during the year. Dividends Dividends paid during the financial year were as follows: Record Date: Payment Date: Dividend (in Dollars) Amount ($’000) 25-Mar-15 17-Jun-15 01-Sep-15 09-Dec-15 Total 02-Apr-15 26-Jun-15 11-Sep-15 16-Dec-15 0.020 0.027 0.040 0.035 0.122 $2,623 $3,566 $6,363 $5,575 $18,127 Type Final Interim Interim Interim FY 2014 2015 2015 2015 Amount Franked 100% 100% 100% 100% The total dividends paid during the financial year were 12.20 cents per share or a total of $18.1 million, fully franked. Total dividends paid for the 12 month period in the year ended 31 December 2014 were 6.05 cents 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. The Dividend Reinvestment Plan introduced in March 2014 has been retained for the 2015 year. Of the $18.1m dividends paid, $14.0m was paid as cash dividends and $4.1m participated in the DRP. 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 was made in order to more closely align the financial year with the Company’s trading year. The current year is the first full 12 months on this reporting basis. The comparative period was for a transitional financial year for the 6 month period July 2014 to December 2014. 6 Dicker Data LimitedFOR THE YEAR ENDED 31 DECEMBER 2015 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 a comparable 6 months period from July to December and provide a like for like comparative for the transitional financial year ending 31 December 2014. Dec-15 (in 000’s) Dec-14 (in 000’s) Change $ (in 000’s) Change % Revenues from ordinary activities $546,043 $498,307 $47,736 Gross Profit Net operating profit before tax Net profit before tax Net profit after tax attributable to members $52,472 $15,443 $14,724 $10,438 $45,491 $6,306 $2,334 $1,560 $6,981 $9,137 $12,391 $8,878 9.6% 15.3% 144.9% 530.9% 569.1% The comparatives in the table below are based on a comparable 12 month period from January to December and the basis for which the Appendix 4E has been prepared and lodged, as it was considered to be most appropriate. All comparatives noted in the review of operations below are also based on a 12 month comparative for period from January 2014 to December 2014 as it was considered most appropriate even though the statutory comparative is for the 6 month period from July 2014 to December 2014. The comparative period has been referred to as the ‘previous corresponding period’ (pcp). Dec-15 (in 000’s) Dec-14 (in 000’s) Change $ (in 000’s) Change % Revenues from ordinary activities $1,077,556 $936,492 $141,064 Gross Profit Net operating profit before tax Net profit before tax Net profit after tax attributable to members $103,533 $82,086 $31,628 $29,379 $20,499 $15,374 $4,881 $3,057 $21,447 $16,254 $24,498 $17,442 15.1% 26.1% 105.7% 501.9% 570.6% Revenue The revenue for the consolidated entity for the 12 months to 31 December 2015 was $1,077.6m (pcp: $936.5m), up by $141m (+15.1%) on the previous corresponding period. A company milestone was achieved this year with revenue for the consolidated entity, for the full financial year finalising in excess of $1 billion and in line with our expectations. Sources of Revenue Growth 2015 $114.1m ($27.1m) $16.9m $1.8m $12.5m 160 140 120 100 80 60 40 20 0 $22.9m Existing (Pre-EDH) Vendors EDH Vendors EDH Divestments Other 2014 Vendor Additions 2015 Vendor Additions Other revenues Annual Report 2015 7 2015 Vendor Additions Following the acquisition, headcount increased to 460 staff across Australia and New Zealand, and during the ensuing 9 months there was a progressive reduction in headcount, with gradual redundancies associated with a duplication of functions. The headcount at the end of the previous corresponding period was 367. Whilst duplicated roles were further rationalised during 2015, there was also a continued investment in new headcount for targeted growth areas of the business. Depreciation, Amortisation and Interest Depreciation and Amortisation for the reporting period was $4.0m, up from the prior period of $3.1m due to the full year impact of an increase in capital expenditure in office and equipment fit out (to cater for the inclusion of the Express Data staff at our Kurnell facility), and amortisation of customer contracts to the value of $2.0m. Interest in the reporting period was $7.5m (pcp: $7.1m) as a result of the increased working capital requirement, but offset by the impact of the share capital raising in August 2015. Integration and Restructuring During the reporting period and separate to the operating costs outlined above, there were integration and restructuring costs incurred totalling $2.2m, made up largely of redundancy costs. In the previous corresponding period, there were $10.5m in share acquisition, integration and restructuring costs relating to the Express Data acquisition. Profit Excluding one-off integration and restructuring costs operating profit before tax finalised at $31.6m (pcp: $15.4m) up by 105.7%. Net Profit after tax increased to $20.4m (pcp: $3.1m), up by 570.6%. Earnings per share increased to 14.39 cents per share (pcp: 2.36 cents), up by 509.7%. Directors’ Report A portion of the revenue increase from the previous corresponding period was due to the acquisition of Express Data Holdings Pty Ltd (EDH) on April 1, 2014 – the previous corresponding period only contains 9 months of the EDH trading. There were a handful of vendors that were part of the EDH acquisition that were not aligned with our core vendor strategy, and were subsequently divested and discontinued during 2014 and early 2015. These divestments represented a reduction in revenue of $27.1m from the previous corresponding period. Of the vendors that were retained as part of the EDH acquisition, 2015 saw growth of 33% over the previous corresponding period. Of the existing (or pre-acquisition) vendors, we saw growth of 6.4% over the previous corresponding period, and new vendors (other than the EDH acquisition) added during 2014 contributed $12.5m over the previous corresponding period after their first full year of trade. A total of 11 new vendors were on-boarded during 2015 and contributed an incremental $16.9m. At a country level, Australia grew $116m (+15%), New Zealand grew $21m (+20%), and our Services division grew $2m (81%). At a sector level, we saw strong growth in Hardware ($99m, +13%), Software ($38m, +22%) and Services ($2m, +81%). Gross Profit Gross profit for the reporting period was $103.5m (pcp: $81.0m) an increase of 27.8%. Dicker Data was able to increase gross profit margins to 9.6% (pcp: 8.7%) on the back of our enhanced value add proposition, and strong revenue growth resulting increased vendor rebate target achievement. Operating Expenses Operating Expenses Excluding Integration and Restructuring Costs Operating costs for the reporting period were $63.2m (pcp: $56.7m), an increase of $6.5m (11.5%). As a proportion of sales, operating costs fell to 5.9% (from 6.1%), with salary related expenses remaining stable at 4.6% of sales, and other operating expenses falling to 1.3% of sales (pcp: 1.5%). Headcount across the group finished FY15 at 360. The prior period included the business combination of the Express Data Holding acquisition on 1 April, 2014. 8 Dicker Data LimitedFOR THE YEAR ENDED 31 DECEMBER 2015continued Statement of Financial Position Total assets as at 31 December 2015 increased to $358.3m (pcp: $301.5m). The company balance sheet reflected an increased investment in working capital over the previous period. Cash finalised at $15.8m up by $12.1m (pcp: $3.7m). Trade receivables were also up from the previous period to $$164.0m (pcp: $146.2m). Inventories at period end were $116.3m, up from $84.6m in the prior period. Trade and other payables were down to $142.6m (pcp: $145.4m). Working capital days increased by 15 days. The increase in working capital days was as a result of selected working capital investments to take advantage of enhanced margin opportunities. Property, plant and equipment was marginally down at $26.1m from $26.8m in the prior period. With the completion of the warehouse and office expansion we don’t anticipate any major capital expenditure for the FY16 year for the current trading operations. We do expect however to incur planning and design costs for the design and DA application for a new warehouse facility following the purchase of the adjacent land for this purpose. Total liabilities as at 31 December 2015 $286.4m up from the prior period (pcp: $279.8m). Current Borrowings comprising a receivables purchase facility with Westpac finished $32.7m lower, at $90.0m versus the prior period $122.7m. Part of the current debt reduction was funded by the proceeds from the share issue in August 2015 and part was converted to non-current debt with a 5 year corporate bond issued in March 2015 for a net $38.8m. The balance of proceeds from both the capital raising and corporate bond were invested into working capital. Equity has increased to $71.8m during the period, an increase from the prior period of $50.1m. This increase is represented by: Equity Movement Equity 31 Dec 2014 Comprehensive Income for FY2015 Dividends Paid Share Issue (DRP) Share Issue (Capital Raising) Equity 31 Dec 2015 $’000 21,701 20,146 (18,127) 4,123 43,989 71,832 The increase in equity has significantly improved both the Balance Sheet leverage (FY15 - 1.8x v FY14 - 5.65x) and Net Tangible Assets position (FY15 - $39.7m v FY14 - $12.2m). Significant Changes in the State of Affairs Corporate Bond Offering On 16th March 2015, the Company engaged FIIG Securities Limited to arrange the issue of a 5 year unsecured corporate bond. The offering was fully subscribed on the 26th March 2015, raising $38.8 million net of transaction costs at a floating coupon rate over the 90 day bank bill swap rate. The bond offering increased the tenure of our debt maturity profile and diversified our debt funding sources. The net proceeds of the offering were used to reduce existing bank debt and to fund working capital investment. 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 strategy to ensure that we have multiple sources of funding and the security of longer term debt. Capital Raising During August 2015, the Company completed an institutional share capital raising, issuing 23 million shares plus a further 3 million shares to existing shareholders under a Share Purchase Plan, both at $1.75 per share. These issues were fully subscribed and raised $43.9m net of transactional costs. This capital raising was used to reduce external debt and to aid further investment in working capital going forward. During 2015, the Company also raised a further $4.1m through the Company’s Dividend Reinvestment Plan (DRP) for existing shareholders. Renegotiated Banking Facilities In November 2015, the Company finalised the renewal of the Receivable Purchase Facility with Westpac Banking Corporation. The negotiation resulted in an increase of the facility limit to $120m for a further 2 year tenure, improved pricing and more favourable covenant requirements. There were no other significant changes in the state of affairs of the company during the year. Annual Report 2015 9 Directors’ Report Matters Subsequent to the end of the Financial Year Financial Instruments On 27 January 2016, the Company entered into a Derivative Financial Instrument transaction with Westpac Banking Corporation. The transaction is an Interest Rate Swap Transaction for $40million with an effective date of 29 March 2016 and a tenure of 2 years, maturing on 26th March 2018. The Company entered the transaction as an interest rate hedge against the partial tenure of the floating rate Corporate Bond issued during 2015 and reflects the Company’s active capital management, providing some pricing certainty over the next 2 budget cycles for working capital planning. Land Acquisition On 30 October, 2015 the Company exchanged conditional contracts on the purchase of a 17.2 hectare parcel of land adjacent to the Company’s current warehouse facility in Kurnell NSW. The purchase price was $18m excluding GST (subject to any agreed adjustments). Of the total new property purchased there is 10.0 hectares of useable land. This represents a land size four times the size of our current location. The purchase will be funded by the recently increased Westpac Receivables Purchase Facility and available cash. It is the intention for the existing property to be sold and leased back for the duration of the new construction. We are yet to determine what our requirements will be and planning will commence for this during the 2016 financial year. Following the Company’s intended expansion onto this property, any excess land may be subdivided and sold. Whilst our business continues to grow this purchase places us in a very good position to expand our operations and provides the capacity that will be required to support future growth. Settlement was scheduled for 26 February 2015 but not all conditions for settlement were satisfied by the vendor. Settlement has been postponed and as at the date of the report this settlement date was yet to be confirmed. There were no other significant matters subsequent to the end of the financial year. Likely Developments and Expected Results of Operations We will continue strengthening our enterprise capabilities in Australia and New Zealand with existing vendors, as well as onboarding new vendors that will provide strong technology differentiation and innovation. Our customer partners will benefit from the expansion of our value add offering as we further enhance our cross-vendor enterprise expertise and resources beyond single vendor architecture. 10 There will also be particular focus on emerging technologies such as Hyper-convergence Infrastructures, Software Define Storage and Internet of Things. We will continue to invest in our Cloud strategy, onboarding traditional and non-traditional IT vendors with strong Cloud product offering. We are also investing in internal resourcing and structures to ensure we offer best channel Cloud enablement programs to our partners. We have identified an opportunity to expand our customer base beyond traditional IT by investing in vendors that cross over the IT, Security and Surveillance, Electrical and Audio Digital markets, and see an opportunity to integrate into this parallel market. 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. 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. 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: 60,553,495 Ordinary shares in Dicker Data Limited Interest in Contracts: Nil Special Responsibilities: Chairman and responsible for the overall business management and strategy as Chief Executive Officer. Member of the Audit Committee Other Current Listed Company Directorships: None Other Current Listed Company Directorships Held in Previous 3 Years: None Dicker Data LimitedFOR THE YEAR ENDED 31 DECEMBER 2015continued 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: 52,726,570 Ordinary shares in Dicker Data Limited 56,470 Ordinary shares held by South Coast Developments Pty Ltd as trustee for the Brown Family Superfund Interest in Contracts: Nil Special Responsibilities: Member of the Work Health and Safety Committee Chairperson of the Audit Committee 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. Interest in Equities: 63,010 shares in Dicker Data Limited Interest in Contracts: Nil Special Responsibilities: Responsible for the sales, vendor alliances and operations of the consolidated entity. Member of the Audit Committee. Other Current Listed Company Directorships: None Other Current Listed Company Directorships Held in Previous 3 Years: None Mary Stojcevski – Chief Financial Officer Mary joined Dicker Data as Financial Controller in 1999. Her responsibilities include all of the financial management, administration and compliance functions of the company. Prior to joining Dicker Data Mary had over 15 years’ experience in accounting and taxation. Mary holds a Bachelor of Commerce Degree with a major in Accounting from the University of New South Wales. Mary is also an Executive Director of the company and has been a director since 31 August 2010. Interest in Equities: 19,937 Ordinary shares in Dicker Data Limited 100,225 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 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: 18,571 shares in Dicker Data Limited Interest in Contracts: Nil Annual Report 2015 11 Directors’ Report continued 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 Ian Welch – Chief Information Officer Ian joined Dicker Data in March 2013 as General Manager – IT before he was appointed Chief Information Officer on 06 August 2015. Prior to officially joining Dicker Data Ian spent more than 15 years consulting to Dicker Data in various roles. During this period Ian had been instrumental in establishing and maintaining the IT Systems for Dicker Data and as a result has a deep understanding of the business and all related processes. Ian started his career as an IT Professional working as consultant to businesses in various sectors. A large proportion of these were in the logistics space which have allowed Ian to develop a fundamental understanding of such operations. Ian is also an Executive Director of the company and was appointed 06 August 2015. Interest in Equities: 30,000 shares in Dicker Data Limited Interest in Contracts: Nil Special Responsibilities: Responsible for IT operations, systems and processes 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 24 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. 12 Director Meetings The numbers of meetings of the company’s Board of directors and of each Board committee held during the year and the number of meetings attended by each director were: Board Meetings Directors David Dicker (Chairperson) Fiona Brown Mary Stojcevski Vladimir Mitnovetski Michael Demetre Ian Welch Audit Committee Meetings Number Eligible to Attend Number Attended 6 6 6 6 6 3 6 6 6 6 6 3 Directors Fiona Brown (Chairperson) David Dicker Vladimir Mitnovetski Number Eligible to Attend Number Attended 2 2 2 2 2 2 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 Dicker Data LimitedFOR THE YEAR ENDED 31 DECEMBER 2015 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. (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. 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. Annual Report 2015 13 Directors’ Report Details of Remuneration for Directors and Key Management Personnel Short-Term Cash Salary & Fees FY Short- Term Long- Term Share Based Payments Short term Incentive Cash Bonus Super- annuation Non-Cash Annual Leave Long Service Shares Options Total FBT Reportable Leave Leave Proportion of remuneration that is performance based % of Value of remuneration that consists of share Based Payments $ $ $ $ $ $ $ $ $ $ % Executive Directors David Dicker – Chief Executive Officer December 2015 December 2014 – – – – Chris Price – Commercial Director December 2015 December 2014 – – 312,246 150,000 43,913 – – – – – – – – – [Resigned 30 November 2014] – – – – – – Vladimir Mitnovetski – Chief Operating Officer December 2015 December 2014 – 1,581,402 150,233 – 34,383 7,960 – 340,940 32,389 – 6,402 5,003 Mary Stojcevski – Chief Financial Officer December 2015 December 2014 200,000 474,421 64,070 100,000 31,987 12,539 – – 8,220 3,453 917 1,698 Michael Demetre – Logistics Director December 2015 December 2014 225,000 316,280 51,422 – 11,867 3,884 112,500 21,324 12,713 – 8,820 1,910 – – – – – – – – – – – – – – – – – – 0.00% 0.00% – 100.00% 0.00% 506,159 32.45% 0.00% – 1,773,979 100.00% 0.00% – 384,734 100.00% 0.00% – – – – 750,164 69.25% 0.00% 147,140 21.74% 0.00% 608,453 56.92% 0.00% 157,268 13.56% 0.00% Ian Welch – Chief Information Officer* [New Director appointed 6 August 2015 ] 105,769 114,456 20,921 – 26,475 – – – – – – – – – – – 267,621 46.83% 0.00% – – 0.00% December 2015 December 2014 14 Dicker Data LimitedFOR THE YEAR ENDED 31 DECEMBER 2015continued Short-Term Cash Salary & Fees FY Short- Term Long- Term Share Based Payments Short term Incentive Cash Bonus Super- annuation Non-Cash Annual Leave Long Service Shares Options Total FBT Reportable Leave Leave Proportion of remuneration that is performance based % of Value of remuneration that consists of share Based Payments $ $ $ $ $ $ $ $ $ $ % Non-Executive Directors Fiona Brown December 2015 December 2014 Total December 2015 December 2014 – – – – – – – – – – – – 530,769 2,486,559 286,646 – 80,945 15,298 524,746 544,251 101,555 – 16,139 8,611 – – – – – – – – – 3,400,217 – 1,195,302 – – – – 0.00% 0.00% – – *Earnings since appointment as director (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. Superannuation is uncapped and payable at 9.5% on total of base and performance payments at 9.5%. The ESA also contains a number of post-termination restraints. Annual Report 2015 15 Directors’ Report continued 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. 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. Superannuation is uncapped and payable at 9.5% on total of base and performance payments. 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. 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. Superannuation is uncapped and payable at 9.5% on total of base and performance payments. The ESA also contains a number of post-termination restraints. 16 Executive Service Agreement for Ian Welch The Company has appointed Ian Welch as Chief Information Officer and Director of the Board of the company by way of an Executive Service Agreement (ESA). The ESA is dated 1 September 2016. The ESA confirms Mr Welch’s continuous service with the company for all purposes commenced from 30 March 2013. The appointment of Mr Welch is for an unspecified time. Either the company or Mr Welch may terminate the ESA with 3 months’ notice. The remuneration payable to Mr Welch comprises a base remuneration of $250,000 per annum. Mr Welch 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. Superannuation is uncapped and payable at 9.5% on total of base and performance payments. 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 2015, no rights or options vested or lapsed during the year, and no rights or options were exercised during the year by directors. (e) Additional Information Relationship between Remuneration and Company Performance The overall level of executive reward takes into account the performance over the financial year with greater emphasis given to improving performance over the prior year. Operating profit for the consolidated entity grew by 105.7%, excluding one off integration and restructure costs. As a large proportion of the executives remuneration package is based on net operating profit outcomes the average executive remuneration also increased. Since 2012, the net profit before tax has grown at an average rate of 38.7% per annum, whilst the average executive remuneration has increased by an average of 38.3% per annum. Shareholder wealth has increased at an average rate of 33.5% per annum over this period. Voting and Comments made at the Company’s 2014 Annual General Meeting (AGM) At the 2014 AGM, 97.82% of the votes received supported the adoption of the remuneration report for the 6 month transitional year ended 31 December 2014. The company did not receive any specific feedback at the AGM regarding its remuneration practices. Dicker Data LimitedFOR THE YEAR ENDED 31 DECEMBER 2015 (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 2015 Ordinary Shares David Dicker Fiona Brown Vlad Mitnovetski Mary Stojcevski Michael Demetre Ian Welch* Chris Price December 2014 Ordinary Shares David Dicker Fiona Brown Vlad Mitnovetski Mary Stojcevski Michael Demetre Chris Price Balance at the start of the year Additions Disposals Balance at the end of the year 62,549,354 54,909,399 24,439 72,340 10,000 10,000 15,500 1,004,141 873,641 38,571 47,822 8,571 20,000 3,000,000 3,000,000 60,553,495 52,783,040 63,010 120,162 18,571 30,000 – 15,500 117,591,032 1,992,746 6,015,500 113,568,278 Balance at the start of the year Additions Disposals Balance at the end of the year 61,140,719 53,674,091 1,408,635 1,235,308 24,439 51,044 10,000 15,500 21,296 62,549,354 54,909,399 24,439 72,340 10,000 15,500 114,915,793 2,665,239 – 117,581,032 *appointed on 6 August 2015 Transactions with Related Parties During the year there were short term loans made by David Dicker and Fiona Brown to the company. The loans were unsecured and repayable on-call, and were fully repaid. Interest on the loan is at 5.5% paid semi-annually or when repaid. This concludes the remuneration report which has been audited. 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. Annual Report 2015 17 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 64. 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, 29 February 2016 Directors’ Report continued 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 24 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 24 to the financial statements do not compromise the external auditor’s independence requirements of the Corporations Act 2001 for the following reasons: – 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. 18 Dicker Data LimitedFOR THE YEAR ENDED 31 DECEMBER 2015 FOR THE YEAR ENDED 31 DECEMBER 2015 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 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-15 [12 Months] $’000 31-Dec-14 [6 Months] $’000 Note 4 4 4 5 5 5 5 6 32 32 1,074,660 497,810 560 224 2,112 207 3 287 1,077,556 498,307 31,714 (446) (1,002,842) (452,370) (49,098) (24,541) (4,029) (7,543) (341) (2,249) (13,789) (1,986) (4,009) (29) (3,944) (8,648) (1,048,177) (495,973) 29,379 (8,880) 20,499 20,499 (353) 20,146 20,146 Cents 14.39 14.39 2,334 (774) 1,560 1,560 439 1,999 1,999 Cents 1.20 1.20 The statement of profit or loss and other comprehensive income is to be read in conjunction with the attached notes. Annual Report 2015 19 AS AT 31 DECEMBER 2015 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. 20 Consolidated Note 31-Dec-15 $’000 31-Dec-14 $’000 10 11 12 7 13 14 8 15 16 7 17 16 9 17 18 15,835 163,978 116,329 – 296,142 26,073 31,902 4,153 62,128 358,270 3,703 146,150 84,614 1,757 236,224 26,806 33,963 4,541 65,310 301,534 142,607 90,000 3,500 5,288 145,393 122,658 – 4,584 241,395 272,635 38,829 5,183 1,031 45,043 286,438 – 6,290 908 7,198 279,833 71,832 21,701 55,003 372 16,457 71,832 6,891 725 14,085 21,701 Dicker Data Limited FOR THE YEAR ENDED 31 DECEMBER 2015 Statement of Changes in Equity Consolidated Balance at 1 July 2014 [6 months] Profit after income tax for the year Other comprehensive income for year net of tax Total comprehensive income for the year Transactions with the owners in their capacity as owners: Issued Capital $’000 1,997 – – – Retained Profits $’000 Reserves $’000 18,136 1,560 – 1,560 Total Equity $’000 20,419 1,560 439 1,999 4,894 (5,611) 286 – 439 439 – – Share Issue (DRP) Dividends Paid 4,894 – – (5,611) Balance at 31 December 2014 6,891 14,085 725 21,701 Balance at 1 January 2015 [12 months] 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: Share Issue (DRP) Share Issue (Capital Raising) Dividends Paid Balance at 31 December 2015 6,891 – – – 4,123 43,989 – 55,003 14,085 20,499 – 20,499 – – (18,127) 16,457 725 – (353) (353) – – – 372 21,701 20,499 (353) 20,146 4,123 43,989 (18,127) 71,832 The statement of changes in equity is to be read in conjunction with the attached notes. Annual Report 2015 21 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 31-Dec-15 [12 Months] $’000 31-Dec-14 [6 Months] $’000 Note 1,165,771 565,881 (1,177,009) (570,737) 560 (7,543) (4,342) 207 (4,009) (4,180) NET CASH (USED IN) OPERATING ACTIVITIES 30 (22,563) (12,838) CASH FLOWS FROM INVESTING ACTIVITIES Payments for property, plant and equipment Payments for intangibles Other NET CASH (USED IN) INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from share issue Proceeds from borrowings Net proceeds from bond issue Repayment of 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 THE PERIOD 10 The statement of cash flows is to be read in conjunction with the attached notes. (1,176) (5,005) (74) – (4) 95 (1,250) (4,914) 43,988 – – 3,926 38,618 (32,658) (14,003) 35,945 12,132 3,703 15,835 – – (702) 3,224 (14,528) 18,231 3,703 22 Dicker Data LimitedFOR THE YEAR ENDED 31 DECEMBER 2015 FOR THE YEAR ENDED 31 DECEMBER 2015 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 and in the following notes. 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. The consolidated entity has also early adopted AASB 2015-2 Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments to AASB 101. The principal accounting policies adopted are described against each relevant note to provide clarity and relevance. Any other new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of 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, 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 the notes. 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 27. 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 31 December 2015 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’. 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. Annual Report 2015 23 Notes to the Financial Statements 1. Significant Accounting Policies (continued) 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. 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. 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. 24 Dicker Data LimitedFOR THE YEAR ENDED 31 DECEMBER 2015continued 1. Significant Accounting Policies (continued) 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 2015, unless otherwise stated. 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. 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 2018. 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. Annual Report 2015 25 Notes to the Financial Statements 1. Significant Accounting Policies (continued) 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. 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 2018 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 at each note. 3. 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. 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 $5,135,100. 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. 26 Dicker Data LimitedFOR THE YEAR ENDED 31 DECEMBER 2015continued 3. Operating Segments (continued) Operating Segment Information Consolidated – December 2015 Revenue Sale of goods Other revenue: Interest received Recoveries Other 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 Segment Current Assets Segment Non Current Assets Segment Assets Segment Current Liabilities Segment Non Current Liabilities Segment Liabilities Australia $’000 New Zealand $’000 Eliminations/ Unallocated $’000 TOTAL $’000 950,968 123,692 – 1,074,660 454 224 6,787 259 – 460 (153) – (5,135) 560 224 2,112 958,433 124,411 (5,288) 1,077,556 5,032 (5,135) 42,743 (3,660) 454 (7,696) (2,233) 29,608 (7,472) 22,136 274,918 61,065 335,983 220,386 45,043 265,429 (369) 259 – (16) 4,906 (1,408) 3,498 29,674 1,063 30,738 21,009 – 21,009 – (153) 153 – (5,135) – (5,135) 42,640 (4,029) 560 (7,543) (2,249) 29,379 (8,880) 20,499 (8,450) 296,142 – 62,128 (8,450) 358,270 – – – 241,395 45,043 286,438 Annual Report 2015 27 Notes to the Financial Statements 3. Operating Segments (continued) Consolidated – December 2014 Revenue Sale of goods Other revenue: Interest received Recoveries Other 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 Segment Current Assets Segment Non Current Assets Segment Assets Segment Current Liabilities Segment Non Current Liabilities Segment Liabilities Australia $’000 New Zealand $’000 Eliminations/ Unallocated $’000 TOTAL $’000 430,063 67,747 – 497,810 157 3 3,154 433,377 9,597 (1,790) 157 (4,142) (3,944) (122) (65) (186) 210,836 63,905 274,741 246,763 7,099 253,862 183 – – 67,930 2,469 (196) 183 – – 2,456 (709) 1,746 30,836 1,405 32,241 20,424 99 20,523 (133) – (2,868) (3,000) – – (133) 133 – – – – 207 3 287 498,307 12,066 (1,986) 207 (4,009) (3,944) 2,334 (774) 1,560 (5,448) 236,224 – 65,310 (5,448) 301,534 5,448 272,635 – 7,198 5,448 279,833 4. Revenue 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. 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. 28 Dicker Data LimitedFOR THE YEAR ENDED 31 DECEMBER 2015continued 4. Revenue (continued) Other Revenue Other revenue is recognised when it is received or when the right to receive payment is established. Sales revenue: Sale of goods Other revenue: Interest Recoveries Other revenue Total Revenue 5. Expenses Consolidated Dec-15 [12 Months] $’000 Dec-14 [6 Months] $’000 1,074,660 497,810 560 224 2,112 207 3 287 1,077,556 498,307 Cost of Sales 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. Depreciation and Amortisation 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. Amortisation of intangibles is calculated on a straight-line basis over their expected useful lives, as either determined by management or by an independent valuation. 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 Defined Contribution Superannuation Expense Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred. Annual Report 2015 29 Notes to the Financial Statements 5. Expenses (continued) Operating leases 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. Cost of sales Depreciation Building Plant and equipment Total depreciation Amortisation Website Development Software Customer Contracts Total amortisation Total depreciation and amortisation Finance costs Interest and finance charges Superannuation expense Defined contribution superannuation expense Operating Leases Property rental expense Equipment rental expense Consolidated Dec-15 [12 Months] $’000 Dec-14 [6 Months] $’000 971,128 452,816 497 1,399 1,896 41 60 2,032 2,133 4,029 195 619 814 20 30 1,122 1,172 1,986 7,543 4,009 3,538 1,912 1,257 20 1,277 1,628 12 1,640 6. 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. 30 Dicker Data LimitedFOR THE YEAR ENDED 31 DECEMBER 2015continued 6. Income Tax (continued) 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. 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. Income Tax Critical Judgements 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. (a) The components of tax expense comprise: Current tax Adjustment 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 [note 8] Increase (Decrease) in deferred tax liabilities [note 9] Consolidated Dec-15 [12 Months] $’000 Dec-14 [6 Months] $’000 9,250 (170) 9,080 (200) – (200) 8,880 907 (1,107) (200) 950 (48) 902 92 (220) (128) 774 360 (488) (128) Annual Report 2015 31 Notes to the Financial Statements 6. Income Tax Expense (continued) (b) The prima facie tax payable on profit before income tax is reconciled to the income tax as follows: Prima facie tax payable on profit before income tax at 30% 8,814 700 Consolidated Dec-15 [12 Months] $’000 Dec-14 [6 Months] $’000 Add tax effect of: Non-deductible expenses Less tax effect of: Under Provision of deferred tax Differences in overseas tax rates Income tax expense attributable to entity The applicable weighted average effective tax rates are as follows: 7. Current Tax Current tax liability Current tax asset 8. Deferred Tax Asset 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 Amounts recognised in equity: Share Issue Costs Deferred tax asset 32 329 9,143 (170) (93) (263) 8,880 30.2% 391 1,091 (268) (49) (317) 774 33.2% 3,500 – – 1,757 68 1,777 803 643 321 23 – 518 4,153 158 1,078 1,014 708 471 171 941 – 4,541 Dicker Data LimitedFOR THE YEAR ENDED 31 DECEMBER 2015continued 8. Deferred Tax Asset (continued) Movements in Deferred Tax Asset Opening Balance Credited/(charged) to profit or loss Credited/(charged) to equity Closing Balance 9. Deferred Tax Liability The balance comprises temporary differences attributable to: Amounts recognised in profit or loss: Land and Buildings Prepayments Accrued income Intangible assets 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 Consolidated Dec-15 [12 Months] $’000 Dec-14 [6 Months] $’000 4,541 (907) 519 4,153 192 14 795 4,182 5,183 6,290 (1,107) – – 5,183 4,901 (360) – 4,541 198 8 1,292 4,792 6,290 6,778 (488) – 4,792 6,290 10. 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. Cash at bank 15,835 3,703 Annual Report 2015 33 Notes to the Financial Statements 11. 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 from end of month. 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. Trade receivables Less: Provision for impairment of receivables Other receivables Consolidated Dec-15 [12 Months] $’000 Dec-14 [6 Months] $’000 144,744 125,234 (312) (534) 144,432 124,700 19,546 21,450 163,978 146,150 Impairment of Receivables The provision for impairment of receivables assessment requires a degree of estimation and judgement. The level of provision is assessed by taking into account the recent sales experience, the ageing of receivables, historical collection rates and specific knowledge of the individual debtors’ financial position. The consolidated entity has recognised a decrease in the provision of $221,116 (December 2014: $791 Decrease) in profit or loss in respect of impairment of receivables for the year ended 31 December 2015. 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 34 – 312 – 312 533 (221) 312 90 308 136 534 534 – 534 Dicker Data LimitedFOR THE YEAR ENDED 31 DECEMBER 2015continued 11. Trade and Other Receivables (continued) Past Due but not Impaired Customers with balances past due but without provision for impairment of receivables amount to $10,168,559 as at 31 December 2015 (2014: $11,575,064). 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 Consolidated Dec-15 [12 Months] $’000 Dec-14 [6 Months] $’000 9,598 571 10,169 10,029 1,546 11,575 12. 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. 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. Finished Goods Less: Provision for Impairment 118,349 (2,020) 116,329 86,787 (2,173) 84,614 13. Property, Plant and Equipment Land and buildings are carried at cost less subsequent depreciation for buildings and accumulated impairment for land and buildings. Each class of property improvements, 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 Annual Report 2015 35 Notes to the Financial Statements 13. Property, Plant and Equipment (continued) 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. 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. Consolidated Dec-15 [12 Months] $’000 Dec-14 [6 Months] $’000 6,904 18,418 (1,571) 16,847 23,751 2,887 (1,283) 1,604 2,761 (2,078) 683 252 (217) 35 2,322 26,073 – 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 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 36 Dicker Data LimitedFOR THE YEAR ENDED 31 DECEMBER 2015continued 13. 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: Freehold land $’000 Buildings $’000 Fitout Costs $’000 Plant and equipment $’000 Motor vehicles $’000 Total $’000 Balance at 1 July 2014 6,904 13,238 Additions Additions through business combinations Disposals Depreciation expense Effect of movements in exchange rate – – – – – 3,591 – – (195) – Balance at 31 December 2014 6,904 16,634 Additions Additions through business combinations Disposals Depreciation expense Effect of movements in exchange rate – – – – – 716 – – (497) (6) 1,529 661 – (60) (243) 11 1,898 263 – – (551) (6) Balance at 31 December 2015 6,904 16,847 1,604 1,093 712 – (116) (368) 2 1,323 197 – – (836) (1) 683 257 23,021 – – (202) (8) – 47 – – – (12) – 35 4,964 – (378) (814) 13 26,806 1,176 – – (1,896) (13) 26,073 14. Intangibles 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 2015 37 Notes to the Financial Statements 14. Intangibles (continued) Impairment of Intangibles 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. 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. Goodwill Customer Contracts Less: Accumulated amortisation Software – at cost Less: Accumulated amortisation Website – at cost Less: Accumulated amortisation Consolidated Dec-15 $’000 17,799 17,657 (3,715) 137 (103) 258 (131) Dec-14 $’000 17,799 17,657 (1,683) 92 (43) 231 (90) 31,902 33,963 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 Balance at 1 July 2014 17,799 17,096 Additions Amortisation expense Balance at 31 December 2014 17,799 Additions Amortisation expense Balance at 31 December 2015 17,799 (1,122) 15,974 (2,032) 13,942 38 41 (30) 49 45 (60) 34 158 3 (20) 141 27 (41) 127 Total $’000 35,091 44 (1,172) 33,963 72 (2,133) 31,902 38 Dicker Data LimitedFOR THE YEAR ENDED 31 DECEMBER 2015continued 14. Intangibles (continued) Goodwill and other Indefinite Life Intangible Assets Estimates 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. 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. 11.2% (December 2014: 10.9%) post-tax discount rate; b. 6% in year 1 and 2.5% thereafter (December 2014: 2.5%) per annum EBITDA growth rate; The discount rate of 11.2% post-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 57% to trigger impairment for the Australian CGU, and 31% for the New Zealand CGU, with all other assumptions remaining constant; (b) The discount rate would be required to increase to 24.5% to trigger impairment for the Australian CGU, and 29.5% for the New Zealand CGU, with all other assumptions remaining constant. 15. 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. Trade payables Other payables Dec-15 $’000 Dec-14 $’000 132,822 9,785 132,113 13,280 142,607 145,393 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 $54,926,577 (2014: 30,944,381) 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 bailment facility is such that the arrangement is treated as a trade payable. Annual Report 2015 39 Notes to the Financial Statements 16. 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. Current Receivables facility Cash Advance facility Purchase finance facility Lease liability Loan from Director Non-Current Corporate Bond Total current and non-current borrowings (a) Total current and non-current secured liabilities: Receivables facility Purchase finance facility Lease liability Dec-15 $’000 Dec-14 $’000 90,000 104,600 – – – – 7,250 8,060 248 2,500 90,000 122,658 38,829 – 128,829 122,658 90,000 111,850 – – 8,060 248 90,000 120,158 (b) The receivables purchase 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 corporate bond is an unsecured facility. (c) Facility Limits for each of the facilities are as follows: Receivables facility Cash advance facility Purchase finance facility Lease liability 120,000 122,750 – – – 7,250 25,000 250 The drawn amount of these facilities as at the report date is as per Note 16 above. Corporate Bond On 16th March 2015, the Company engaged FIIG Securities Limited to arrange the issue of a 5 year unsecured corporate bond. The offering was fully subscribed on the 26th March 2015, raising $38.7 million net of transaction costs at a floating coupon rate over the 90 day bank bill swap rate. The bond offering increased the tenure of our debt maturity profile and diversified our debt funding sources. The net proceeds of the offering were used to reduce existing bank debt and to fund working capital investment. 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 strategy to ensure that we have multiple sources of funding and the security of longer term debt. 40 Dicker Data LimitedFOR THE YEAR ENDED 31 DECEMBER 2015continued 17. 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. Current Employee Benefits Lease make–good provision Non-Current Employee Benefits Dec-15 $’000 Dec-14 $’000 5,066 222 5,288 4,225 359 4,584 1,031 908 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. Current Movements in the provision for employee benefits Opening balance Charge for the year Closing balance 4,225 841 5,066 2,558 1,667 4,225 Annual Report 2015 41 Notes to the Financial Statements 17. Provisions (continued) 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 Dec-15 $’000 2,703 Dec-14 $’000 1,724 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. Movements in the provision for lease make-good Opening balance Charge for the year Closing balance 18. Issued Capital Ordinary shares are classified as equity. 359 (137) 222 959 (600) 359 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. Ordinary shares - fully paid 159,443,267 131,140,033 55,003 6,891 Dec 2015 Shares Dec 2014 Shares Dec 2015 $’000 Dec 2014 $’000 42 Dicker Data LimitedFOR THE YEAR ENDED 31 DECEMBER 2015continued 18. Issued Capital (continued) Movements in Ordinary Share Capital Details Opening Balance Date No of Share Issue Price 1-Jul-14 128,238,661 Issue of shares on dividend re-investment plan (DRP) 12-Aug-14 210,004 Issue of shares on dividend re-investment plan (DRP) 7-Oct-14 1,250,497 Issue of shares on dividend re-investment plan (DRP) 31-Dec-14 1,440,871 Balance 31-Dec-14 131,140,033 Issue of shares on dividend re-investment plan (DRP) 2-Apr-15 921,551 Issue of shares on dividend re-investment plan (DRP) 26-Jun-15 1,010,734 Shares issued – capital raising Shares issued – SPP Share issue costs (net of tax) 10-Aug-15 23,000,000 31-Aug-15 3,000,000 31-Aug-15 Issue of shares on dividend re-investment plan (DRP) 11-Sep-15 Issue of shares on dividend re-investment plan (DRP) 16-Dec-15 218,609 152,340 Balance 31-Dec-15 159,443,267 $1.77 $1.73 $1.64 $1.59 $1.95 $1.75 $1.75 $1.91 $1.77 $'000 1,997 371 2,161 2,362 6,891 1,465 1,971 40,250 5,250 (1,512) 418 270 55,003 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. During August 2015, the Company completed an institutional share capital raising, issuing 23 million shares plus a further 3 million shares to existing shareholders under a Share Purchase Plan, both at $1.75 per share. These issues were fully subscribed and raised $43.3m net of transactional costs. This capital raising was used to reduce external debt and to aid further investment in working capital going forward. During 2015, the Company also raised a further $4.1m through the Company’s Dividend Reinvestment Policy (DRP) for existing shareholders. In the future 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. In light of the recent capital raising the consolidated entity is not actively pursuing additional investments in the short term as it continues to deploy the proceeds to reduce costs and maximise opportunities. 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 31 December 2014 Annual Report. Annual Report 2015 43 Notes to the Financial Statements 19. Reserves Capital Profits Reserve (Pre-CGT) Foreign currency reserve Dec-15 $’000 Dec-14 $’000 369 3 372 369 356 725 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 725 (353) 372 286 439 725 20. Dividends Dividends are recognised when declared during the financial year and no longer at the discretion of the company. Dividends declared or paid during the financial year were as follows: Final Dividend – 31 December 2014. Fully franked at $0.020 per ordinary share paid 02.04.15 (Prior Period: Final Jun 2014: $0.005 paid 12.08.14) Interim dividend – 31 December 2015. Fully franked at $0.0270 per ordinary share paid 26.06.15 (Prior Period: Interim Dec 2014: $0.185 paid 07.10.14) Interim dividend – 31 December 2015. Fully franked at $0.040 per ordinary share paid 11.09.15 (Prior Period: Interim Dec 2014: $0.020 paid 31.12.14) Interim dividend – 31 December 2015. Fully franked at $0.035 per ordinary share paid 16.12.15 2,623 641 3,566 2,376 6,363 2,594 5,575 18,127 – 5,611 The tax rate that dividends have been franked is 30% (2014: 30%) Franking credit balance: Franking credits available for subsequent financial years based on a tax rate of 30% (2014: 30%) 7,341 7,676 The above amounts represent the balance of the franking account as at the end of the financial year adjusted for franking credits arising from: – franking credits from dividends recognised as receivables at year end – franking credits that will arise from payment of the current tax liability – franking debits arising from payment of proposed dividends recognised as a liability 44 Dicker Data LimitedFOR THE YEAR ENDED 31 DECEMBER 2015continued 21. Fair Value Disclosures 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 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. 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; 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. 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. The fair value of Borrowings in Note 16, 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 2015 45 Notes to the Financial Statements 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. 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. 22. Financial Instruments 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. 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. 46 Dicker Data LimitedFOR THE YEAR ENDED 31 DECEMBER 2015continued 22. Financial Instruments (continued) Financial Risk Management Financial Assets and Liabilities Financial Assets Cash and cash equivalents Loans and receivables Total Financial Assets Financial Liabilities Trade and other payables Borrowings Total Financial Liabilities Dec-15 $’000 Dec-14 $’000 15,835 163,978 179,813 3,703 146,150 149,853 142,607 128,829 145,393 122,658 271,436 268,051 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 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 – 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 and as a result the company’s exposure to bad debts has not been significant. It is the company’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures including an assessment of their credit rating, financial position, past experience and industry reputation. Credit limits are set for each individual customer in accordance with parameters set by the directors. These credit limits are regularly monitored. Customers that do not meet the company’s strict credit policies may only purchase in cash or using recognised credit cards. Annual Report 2015 47 Notes to the Financial Statements 22. Financial Instruments (continued) Credit Risk Exposures The maximum exposure to credit risk by class of recognised financial assets at reporting 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 Dec-15 $’000 Dec-14 $’000 Within 1 Year Within 1 Year 142,607 90,000 145,393 122,658 232,607 268,051 1 to 5 Years 1 to 5 Years 51,740 51,740 – – 142,607 141,740 145,393 122,658 284,347 268,051 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 16(c). 48 Dicker Data LimitedFOR THE YEAR ENDED 31 DECEMBER 2015continued 22. Financial Instruments (continued) 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 Receivable finance facility Purchase finance facility Corporate Bond Dec-15 $’000 Dec-14 $’000 90,000 111,850 – 8,060 38,829 – 128,829 119,910 With a view to mitigate some of this risk on 27 January 2016, the Company entered into a Derivative Financial Instrument transaction with the Westpac Banking Corporation. The transaction is an Interest Rate Swap Transaction for $40million with an effective date of 29 March 2016 and a tenure of 2 years, maturing on 26th March 2018. The Company entered that transaction as an interest rate hedge against the partial tenure of the floating rate Corporate Bond issued during 2015 and reflects the Company’s active capital management, providing some pricing certainty over the next 2 budget cycles. Sensitivity Analysis The company has performed a sensitivity analysis relating to its exposure to interest rate risk at reporting date. If interest rates changed by -/+ 1% from the year end rates with all other variables held constant, post-tax profit would have been $901,803 lower/higher (December 2014: $839,370 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. Annual Report 2015 49 Notes to the Financial Statements 22. Financial Instruments (continued) 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: Sell Australian dollars Average exchange rates Sell New Zealand dollars Average exchange rates 31-Dec-15 $’000 31-Dec-14 $’000 31-Dec-15 31-Dec-14 31-Dec-15 $’000 31-Dec-14 $’000 31-Dec-15 31-Dec-14 Buy US dollars Maturity: 0 – 3 months 3 – 6 months Buy Australian dollars Maturity: 0 – 3 months 3 – 6 months 4,287 2,603 0.7167 0.8252 – – – – 6,532 3,600 9,730 0.6497 0.7683 6,399 0.6714 0.7656 973 400 883 0.9099 0.8953 – 0.9365 – 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 receivables Trade payables Net statement of financial position exposure Dec-15 US $’000 NZ $’000 173 1,648 (21,328) (19,507) 5,122 13,498 (6,709) 11,911 Based on the financial instruments held at 31 December 2015, a strengthening/weakening of AUD against US$ 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 – (463) – 512 929 (170) (1,027) 188 50 Dicker Data LimitedFOR THE YEAR ENDED 31 DECEMBER 2015continued 23. 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 Long-term benefits Post-employment benefits Total compensation Dec-15 $ Dec-14 $ 3,098,273 1,085,136 15,298 8,611 286,646 101,555 3,400,217 1,195,302 24. 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 East Coast Partnership Auditing or reviewing the financial report Audit services – Other BDO Network Firms Auditing or reviewing the financial report Other services – BDO East Coast Partnership Indirect Tax Services Tax & Corporate Services Other Services – Other BDO Network Firms Indirect Tax Services Tax & Corporate Services Other Services - Other Firms Dec-15 $ Dec-14 $ 188,000 140,000 21,985 17,061 133,700 270,189 287,250 137,146 410,846 17,286 35,308 52,594 – – – – 8,153 25. Contingent Liabilities On 30 October, 2015 the Company exchanged conditional contracts for the purchase of a 17.2 hectare parcel of land adjacent to the Company’s current warehouse facility in Kurnell NSW. The purchase price was $18m excluding GST (subject to any agreed adjustments). Of the total new property purchased there is 10.0 hectares of useable land. This represents a land size four times the size of our current location. We are yet to determine what our requirements will be and planning will commence for this during the 2016 financial year. Following the Company’s intended expansion onto this property, any excess land may be subdivided and sold. A deposit of $1.8m has already been paid and is reflected as an asset under Other Receivables. If all conditions for settlement are satisfied the balance that will be required to be paid is $18m which is represented by purchase price, plus GST less deposit already paid. Annual Report 2015 51 Notes to the Financial Statements 26. Commitments Capital Commitments Capital expenditure commitments contracted for at reporting date but not recognised as liabilities: Property, plant and equipment Dec-15 $ ‘000 Dec-14 $ ‘000 122 500 This contracted commitment is for the remaining roadworks required by the local council under our approved building development application. Lease Commitments 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. Lease Commitments – Operating Committed at the reporting date but not recognised as liabilities, payable: Within one year One to five years 938 804 1,742 956 1,077 2,033 52 Dicker Data LimitedFOR THE YEAR ENDED 31 DECEMBER 2015continued 27. 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 Dec-15 $ ‘000 14,957 14,957 Dec-14 $ ‘000 (1,650) (1,650) 243,135 320,993 217,733 259,764 55,003 369 5,857 182,515 261,909 242,968 245,622 6,891 369 9,026 61,229 16,286 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 the contingent liabilities as disclosed at Note 25 as at 31 December 2015. Capital Commitments – Property, Plant and Equipment The parent entity had the capital commitments for property, plant and equipment as detailed in Note 26. Significant Accounting Policies The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in Note 1 and throughout the notes. 28. 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 notes: Name Principal place of business/country of incorporation Ownership Interest 2015 % 2014 % Express Data Holdings Pty Limited Australia 100% 100% Dicker Data New Zealand Ltd (formerly Express Data New Zealand Ltd) Sims International Pty Ltd New Zealand Australia Sims International Ltd (deregistered in December 2014) New Zealand 100% 100% 100% 100% 100% 100% Annual Report 2015 53 Notes to the Financial Statements 29. 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’. 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 Dec-15 $’000 Dec-14 $’000 950,968 430,064 7,010 290 29,254 (364,942) (889,463) (43,072) (3,660) (7,543) (26,843) (21,312) (1,791) (3,985) (13,886) (11,603) 29,608 (7,472) 22,136 – 22,136 11,173 22,136 (18,127) 15,182 (122) (65) (187) – (187) 14,103 (187) (2,744) 11,173 54 Dicker Data LimitedFOR THE YEAR ENDED 31 DECEMBER 2015continued 29. Deed of Cross Guarantee (continued) 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 Issued capital Reserves Retained profits TOTAL EQUITY Dec-15 $’000 Dec-14 $’000 10,583 158,508 105,827 – 676 134,250 76,572 1,757 274,918 213,255 25,780 31,868 3,416 61,064 335,982 26,259 33,913 3,734 63,906 277,161 122,420 90,000 3,226 4,740 125,466 122,658 (220) 4,210 220,386 252,114 38,829 5,183 1,031 45,043 – 6,290 908 7,198 265,429 259,312 70,553 17,849 55,002 369 15,182 70,553 6,890 (214) 11,173 17,849 Annual Report 2015 55 Notes to the Financial Statements 30. Reconciliaton of Profit After Income Tax to Net Cash 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 Dec-15 $’000 Dec-14 $’000 20,499 1,560 1,896 2,133 814 1,173 (31,714) (17,607) 388 (1,107) (2,782) 473 – 5,258 446 17,570 (787) (487) (32,589) 1,381 188 (2,107) Net cash from operating activities (22,563) (12,838) 31. Non-Cash Investing and Financing Activities Shares issued under dividend reinvestment plan 4,123 4,123 4,894 4,894 56 Dicker Data LimitedFOR THE YEAR ENDED 31 DECEMBER 2015continued 32. 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. Profit after income tax Profit after income tax attributable to the owners of Dicker Data Limited Weighted average number of shares used as denominator Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share Weighted average number of ordinary shares and options used as the denominator in calculating diluted earnings per share Basic earnings per share (cents) Diluted earnings per share (cents) 33. Related Party Transactions Parent Entity: Dicker Data Limited is the parent entity. Subsidiaries: Interests in subsidiaries are set out in note 28. Dec-15 $’000 20,499 Dec-14 $’000 1,560 Number Number 142,436 129,682 142,436 129,682 Cents Cents 14.39 14.39 1.20 1.20 Key Management Personnel: Disclosures relating to key management personnel are set out in note 23 and the remuneration report in the directors’ report. Transactions with Related Parties During the year there were short term loans made by David Dicker and Fiona Brown to the company. The loans were unsecured and repayable on-call, and were fully repaid. Interest on the loan is at 5.5% paid semi-annually or when repaid. Total interest paid was $97,287. Annual Report 2015 57 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 2015 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, 29 February 2016 58 Dicker Data Limited Auditor Declaration of Independence Tel: +61 2 9251 4100 Tel: +61 2 9251 4100 Fax: +61 2 9240 9821 Fax: +61 2 9240 9821 www.bdo.com.au www.bdo.com.au Level 11, 1 Margaret St Level 11, 1 Margaret St Sydney NSW 2000 Sydney NSW 2000 Australia Australia INDEPENDENT AUDITOR’S REPORT To the members of Dicker Data Limited Report on the Financial Report We have audited the accompanying financial report of Dicker Data Limited, which comprises the DECLARATION OF INDEPENDENCE BY KIERAN GOULD TO THE DIRECTORS OF DICKER DATA LIMITED consolidated statement of financial position as at 31 December 2015, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising a summary of As lead auditor of Dicker Data Limited for the year ended 31 December 2015, I declare that, to the significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from best of my knowledge and belief, there have been: time to time during the financial year. 1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and Directors’ Responsibility for the Financial Report 2. No contraventions of any applicable code of professional conduct in relation to the audit. The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 This declaration is in respect of Dicker Data Limited and the entities it controlled during the period. and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards. Auditor’s Responsibility Kieran Gould Partner Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with BDO East Coast Partnership relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement. Sydney, 29 February 2016 An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of Dicker Data Limited, would be in the same terms if given to the directors as at the time of this auditor’s report. BDO East Coast Partnership ABN 83 236 985 726 is a member of a national association of independent entities which are all members of BDO Australia Ltd BDO East Coast Partnership ABN 83 236 985 726 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO East Coast Partnership and BDO Australia Ltd are members of BDO International Ltd, ABN 77 050 110 275, an Australian company limited by guarantee. BDO East Coast Partnership and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees. under Professional Standards Legislation, other than for the acts or omissions of financial services licensees. Annual Report 2015 59 Independent Auditors Report Tel: +61 2 9251 4100 Fax: +61 2 9240 9821 www.bdo.com.au Level 11, 1 Margaret St Sydney NSW 2000 Australia INDEPENDENT AUDITOR’S REPORT To the members of Dicker Data Limited Report on the Financial Report We have audited the accompanying financial report of Dicker Data Limited, which comprises the consolidated statement of financial position as at 31 December 2015, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year. Directors’ Responsibility for the Financial Report The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards. Auditor’s Responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of Dicker Data Limited, would be in the same terms if given to the directors as at the time of this auditor’s report. BDO East Coast Partnership ABN 83 236 985 726 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO East Coast Partnership and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees. 60 Dicker Data Limited Opinion In our opinion: (a) the financial report of Dicker Data Limited is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2015 and of its performance for the year ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and (b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1. Report on the Remuneration Report We have audited the Remuneration Report included in pages 12 to 17 of the directors’ report for the year ended 31 December 2015. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Opinion In our opinion, the Remuneration Report of Dicker Data Limited for the year ended 31 December 2015 complies with section 300A of the Corporations Act 2001. BDO East Coast Partnership Kieran Gould Partner Sydney, 29 February 2016 2 Annual Report 2015 61 Shareholder Information The shareholder information set out below was applicable as at 18 February 2016. Ordinary Share Capital As at 18 February 2016, the issued capital of the Company was 159,443,267 ordinary fully paid shares. Distribution of Equity Securities Analysis of numbers of equity security holders by size of holding: Holding 1 to1,000 1,001 to 5000 5,001 to 10,000 10,001 to 100,000 100,000 and over Ordinary shares Number of Holders Number of Shares 112 184 194 297 46 833 55,471 532,660 1,692,940 7,188,920 149,973,276 159,443,267 Unquoted Options The Company had no unquoted options on issue as at 31 December 2015 or as at 18 February 2016. Less than Marketable Parcels of Ordinary Shares There were 50 holders of less than a marketable parcel of ordinary shares. The number of shares in aggregate of these unmarketable parcels is 9,069. Corporate Governance Statement The corporate governance statement can be found on the Company’s website at the following link: https://www.dickerdata.com.au/Investor 62 Dicker Data Limited Twenty five largest holders of quoted equity securities Shareholder MR DAVID JOHN DICKER MS FIONA TUDOR BROWN Number of fully paid Ordinary Shares % of Issued Capital 60,553,495 52,726,570 38.0% 33.1% J P MORGAN NOMINEES AUSTRALIA LIMITED NATIONAL NOMINEES LIMITED BNP PARIBAS NOMINEES PTY LTDHSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED CITICORP NOMINEES PTY LIMITED BNP PARIBAS NOMS PTY LTD RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED AUST EXECUTOR TRUSTEES LTD MR CRAIG GRAEME CHAPMAN MR VLADIMIR ANTHONY VITEZ & MRS CATHERINE MARY DOWLAN MANASSEN HOLDINGS PTY LTD BOND STREET CUSTODIANS LIMITED GORMAC MANAGEMENT COMPANY PTY LTD FINANCE ASSOCIATES PTY LTD ABN AMRO CLEARING SYDNEY NOMINEES PTY LTD MEURER INVESTMENTS PTY LTD MARTRE PROPERTIES PTY LIMITED GWYNVILL TRADING PTY LTD CITICORP NOMINEES PTY LIMITED AUST EXECUTOR TRUSTEES LTD MRS LOUISE HALLIDAY MANASSEN HOLDINGS PTY LTD MRS CATHERINE MAREE JORDAN 9,091,783 5,335,608 4,134,992 3,019,277 2,923,110 2,035,626 1,647,878 926,021 650,000 620,565 500,000 347,100 280,828 280,000 276,437 268,761 240,000 228,627 224,249 221,121 200,000 200,000 181,271 5.7% 3.3% 2.6% 1.9% 1.8% 1.3% 1.0% 0.6% 0.4% 0.4% 0.3% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 147,113,319 92.3% Annual Report 2015 63 Shareholder Information Substantial Holders The names of the Substantial Shareholders listed in the Company's Register as at 18 February 2016: Name of substantial shareholder Number of shares held Percentage of issued shares Mr David John Dicker Ms Fiona Tudor Brown 60,553,495 52,701,347 38.0% 33.1% Voting Rights In accordance with the Constitution each member present at a meeting whether in person, or by proxy, or by power of attorney, or in a duly authorised representative in the case of a corporate member, shall have one vote on a show of hands, and one vote for each fully paid ordinary share, on a poll. On-Market Buy-Backs There is no current on-market buy-back in relation to the Company's securities. 64 Dicker Data Limitedcontinued 230 Captain Cook Drive, Kurnell NSW 2231 T. 1800 688 586 F. 1800 688 486 www.dickerdata.com.au ABN: 95 000 969 362