iCar Asia Limited
ACN 157 710 846
Appendix 4E
RESULTS FOR ANNOUNCEMENT TO THE MARKET
For the year ended 31 December 2015
12 months ended
$000
$000
Change
Dec-15
Dec-14
Revenues from ordinary operations
Loss from ordinary activities after tax attributable to members
Loss after tax attributable to members
Loss per Share (basic & diluted)
NTA per Share
6,278
(12,537)
(12,537)
2,814
(16,700)
(16,700)
Cents
(5.43)
7.09
Cents
(8.64)
5.34
123%
25%
25%
37%
33%
Dividends
No dividends have been paid or declared in 2015 (2014: nil). There is no dividend reinvestment plan in
operation.
Basis of this report
This report includes the attached audited financial statements of iCar Asia Limited and its controlled entities for
the period ended 31 December 2015. Together these documents contain all the information required by
Appendix 4E of the Australian Securities Exchange Listing Rules. It should be read in conjunction with iCar Asia
Limited’s Annual Report when released and is lodged with the Australian Securities Exchange under listing rule
4.3A.
For and on behalf of the Board
Patrick Grove
Chairman
24th February 2016
iiCar Asia Limited and Controlled Entities
ACN 157 710 846
Annual Report for the financial year ended
31 December 2015
Annual Report Year Ended 31 December 2015
ICAR ASIA LIMITED (ICQ) / ACN 157 710 846
Directors’ Report
Auditor’s Independence Declaration
Statement of Comprehensive Income
Statement of Financial Position
Statement of Changes in Equity
Statement of Cash Flows
Notes to the Financial Statements
Directors’ Declaration
Independent Audit Report
Shareholder Information
Corporate Directory
1
21
22
23
24
25
26
67
68
70
72
iCar Asia Limited and Controlled Entities
Directors’ report
31 December 2015
The directors present their report, together with the consolidated financial statements, of iCar Asia Limited and
Controlled Entities (referred to hereafter as the 'Group') for the year ended 31 December 2015.
Directors
The following persons were directors of the Group during the whole of the financial year and up to the date of
this report, unless otherwise stated:
Patrick Grove (Non-executive Chairman)
Lucas Elliott (Non-executive Director)
Shaun Di Gregorio (Non-executive Director)
Mark Britt (Non-executive Director)
Cameron McIntyre (Non-executive Director)
Ajay Bhatia (Non-executive Director)
Information on directors
Name:
Title:
Qualifications:
Experience and expertise:
Patrick Grove
Non-independent, non-executive Director and Chairman
Bachelor of Commerce degree with a major in Accounting and Finance from the
University of Sydney.
Board member and Chairman since June 2012. Mr Grove is a co-founder of the
Group. Mr Grove’s experience and expertise includes mergers and acquisitions
and the extraction of investment value in high growth, media and technology
environments.
Mr Grove has built a number of significant media and internet businesses across
Asia and has taken four businesses from start-up to initial public offering. He has
been recognised with numerous international awards, including Global Leader of
Tomorrow by the World Economic Forum (2001), New Asian Leader by the World
Economic Forum (2003), Entrepreneur of the Year by the Australian Chamber of
Commerce (2004), Business Week Asia’s Top Entrepreneur under 40 (2008), one
of Asia’s Best young Entrepreneurs by Bloomberg Businessweek (2008), and Top
50 Global Achiever (2013) by Australia Unlimited. Mr Grove holds a Bachelor of
Commerce degree with majors in Accounting and Finance from the University of
Sydney. Mr Grove is the Chief Executive Officer, Chairman and major shareholder
of Catcha Group, one of South East Asia’s most dynamic investment groups. Mr
Grove is also the Chairman of iProperty Group Limited an ASX-listed company
and a Director of Rev Asia Berhad, a Malaysia-listed company.
Other current directorships:
iProperty Group Limited, Ensogo Limited, Rev Asia Berhad
Former directorships (in the
last 3 years):
Special responsibilities:
Interests in shares:
Interests in options:
None
None
70,926,948
None
1
iCar Asia Limited and Controlled Entities
Directors’ report
31 December 2015
Name:
Title:
Qualifications:
Experience and expertise:
Lucas Elliott
Non-independent, non-executive Director
Bachelor of Commerce degree with a major in Finance from the University of
Sydney.
Board member since April 2012. Mr Elliott is a co-founder of the Group. He has
over 15 years of Asian online experience, with a focus on developing fast moving
online business models and monetising online assets. Mr Elliott is also a co-
founder of Catcha Group, where he is responsible for all aspects of Catcha
Group’s corporate finance activities, including mergers and acquisitions, capital
raisings and public listings. Mr Elliott has a Bachelor of Commerce degree with a
major in Finance from the University of Sydney. Mr Elliott is a Director of iProperty
Group Limited and Ensogo Limited, both ASX listed companies, and Rev Asia
Berhad, a Malaysia-listed company.
Other current directorships:
iProperty Group Limited, Ensogo Limited, Rev Asia Berhad
Former directorships (in the
last 3 years):
Special responsibilities:
Interests in shares:
Interests in options:
None
Member of the Remuneration & Nomination Committee and member of the Audit
& Risk Committee
70,926,948
None
Name:
Title:
Qualifications:
Experience and expertise:
Other current directorships:
Former directorships (in the
last 3 years):
Special responsibilities:
Interests in shares:
Interests in options:
Shaun Di Gregorio
Non-independent, non-executive Director
Master in Business Administration from the Australian Graduate School of
Management (University of New South Wales) and is a member of the
Australian Institute of Company Directors.
Board member since July 2012. Mr Di Gregorio has worked in online classifieds
for nearly 15 years. He is currently the CEO and founder of Frontier Digital
Ventures, a company that specialises in investing in and operating online
classifieds businesses in frontier markets across the globe. Until May of 2014 he
was the Chief Executive Officer of iProperty and prior to joining iProperty, Mr Di
Gregorio spent almost 8 years with the ASX-listed REA Group Limited, in which
time he was General Manager of Australian operations from 2005 to 2008, and
then as General Manager of the REA Group Limited’s international businesses.
Mr Di Gregorio has also held senior roles at Trader.com and the interactive
division of TMP Worldwide.
None
None
Chairman of the Remuneration & Nomination Committee and member of the
Audit & Risk Committee
821,538
None
2
iCar Asia Limited and Controlled Entities
Directors’ report
31 December 2015
Name:
Title:
Qualifications:
Experience and expertise:
Mark Britt
Non-independent, non-executive Director
Diploma in Law from LPAB
Board member since July 2012. Mr Britt is the Chief Executive Officer and co-
founder of iflix, an Asian provider of on-demand internet streaming entertainment.
Prior to this Mr Britt was the Chief Executive Officer of the Mi9 group of companies
which include businesses across Australia and New Zealand such as ninemsn,
The Daily Mail Australia, Bing, Outlook.com and MSN NZ. Mr Britt has significant
executive and commercial experience in the online, advertising and consumer
technology fields in Australia, Europe and the Asia Pacific. Prior to joining Mi9, Mr
Britt spent four years with Microsoft, based in Singapore as General Manager for
Consumer and Online. Mr Britt was also previously the Director of Corporate
Strategy and Chief Financial Officer of ninemsn, and has worked at
Pricewaterhouse Coopers, NASDAQ-listed ISP, People PC and Vizzavi in the
United Kingdom.
Other current directorships:
None
Former directorships (in the
last 3 years):
Special responsibilities:
Interests in shares:
Interests in options:
None
Member of the Remuneration & Nomination Committee and member of the
Audit & Risk Committee
604,872
None
Name:
Title:
Qualifications:
Experience and expertise:
Other current directorships:
Former directorships (in the
last 3 years):
Special responsibilities:
Cameron McIntyre
Non-independent, non-executive Director
Bachelor of Economics from La Trobe University, Certified Practising Accountant
(CPA), Graduate of Harvard Business School General Management Program
Board member since April 2013. Mr McIntyre has been the Chief Operating Officer
and the Chief Financial Officer of carsales.com Limited since 2007 and was
previously the Finance Director at Sensis. He has over 22 years of finance and
administration experience. Cameron brings a wealth of knowledge and insight into
operating leading automotive portals as well as assisting the Group in leveraging
its strategic partnership with carsales.com and the talent and resources that come
with it.
None
None
Member of the Remuneration & Nomination Committee and Chairman of the
Audit & Risk Committee
Interests in shares:
Interests in options:
None
None
3
iCar Asia Limited and Controlled Entities
Directors’ report
31 December 2015
Name:
Title:
Qualifications:
Experience and expertise:
Ajay Bhatia
Non-Independent, non-executive Director
Bachelor of Engineering (Telecommunications) from University of Technology,
Sydney, Masters of Management from University of Technology, Sydney
Board member since November 2014. Mr Bhatia is currently the Chief Product &
Information Officer of carsales.com Limited. He started at Carsales in 2008. Prior
to Carsales, Mr Bhatia was Product & Technology Director at Fairfax Digital.
During his tenure at FD, he held commercial and leadership positions including
GM of Country Cars, Product Director of Classifieds (Domain, Drive & MyCareer)
and Product Technology Director of Drive. During his tenure at Drive.com.au,
Ajay was also responsible for championing display revenue for the automotive
brand. In 2015 Ajay was awarded the Australian CIO of the year by the prestigious
CEO magazine.
Mr Bhatia brings valuable insights to the Group board by leveraging his
experience in Technology and in the running of Online classified businesses.
Other current directorships:
None
Former directorships (in the
last 3 years):
Special responsibilities:
Interests in shares:
Interests in options:
None
None
Company Secretary
Nick Geddes had resigned as the Group's company secretary effective 1 January 2016.
Nick Geddes had been the Company Secretary of the Group since April 2012. Mr Geddes is the principal of
Australian Company Secretaries Pty Ltd, a company secretarial practice that he formed in 1993. Mr Geddes is a
past President of Chartered Secretaries Australia (now Governance Institute of Australia). His previous experience,
as a Chartered Accountant and Company Secretary, includes investment banking and development and venture
capital in Europe, Africa, the Middle East and Asia.
Mark Licciardo was appointed as the Group's company secretary effective 1 January 2016.
Mark Licciardo (B Bus (Acc), GradDip CSP, FGIA, GAICD) is the founder and Managing Director of Mertons
Corporate Services. He has extensive experience in working with Boards of Directors of high profile ASX-listed
companies in the areas of corporate governance, accounting & finance and company secretarial practices during
a 30 year corporate career in banking and finance, funds management, investment, infrastructure development
and in the establishment and management of a consulting business. A former Company Secretary of Top 50 ASX-
listed companies Transurban Group and Australian Foundation Investment Company Limited, Mark is also the
former Chairman of the Governance Institute of Australia (GIA) Victoria division and Melbourne Fringe Festival
and a current non-executive Director of a number of public and private companies.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Principal activities
The principal activities of the Group during the financial year were the development and operation of internet
based automotive portals and the advertising, publication and distribution of automotive magazines in South East
Asia.
4
iCar Asia Limited and Controlled Entities
Directors’ report
31 December 2015
Operating and Financial Review
The strategic objective for the 2015 Financial Year was to deliver strong revenue growth across the Group and
demonstrate the ability to generate revenue from car dealers across the ASEAN region.
Group revenue grew by 123% to $6,277,576 (2014: $2,814,246), while expenses showed an increase of only 11%
to $17,732,887 (2014: $16,005,590).
Strong revenue growth in conjunction with well managed costs resulted in a 25% reduction in NLAT to
($12,537,199) (2014: ($16,699,930)). EBITDA loss was reduced to ($11,455,311).
Ahead of management expectations, two of the three countries achieved local EBITDA break-even positions during
the year. Thailand EBITDA was positive for the full July - December period and Malaysia EBITDA was positive for
the full October - December period.
The company finished the year with cash and cash equivalents of $18,509,382. With strong revenue growth and
cost management, the business is firmly on the path to Group profitability.
Group operating metrics and performance:
The group finished the year with clear leadership over competitors in the critical operating metrics of audience and
leads. This has ultimately led to strong growth in the number of car dealers willing to pay to advertise. 2015 saw
iCar’s market-leading Response Management System (‘RMS’) being deployed in all countries, with strong monthly
engagement and classifieds monetisation in all three countries. Key outcomes on a Group level were:
Audience: The total combined audience for our three core classified sites (carlist.my, one2car.com and
mobil123.com) increased to 5,123,300 in January 2016, growth of 13% year on year.
Leads: Lead measurement was refined during the year to be a unique viewer that clicks to reveal a phone number
on a listing from a unique dealer, further reducing the lead count. We had a strong performance with January
2016 producing 574,109 leads across carlist.my, one2car.com and mobil123.com.
Paying Dealers: In the final quarter of 2015, 4,877 car dealers across Malaysia, Indonesia and Thailand paid to
advertise on either carlist.my, one2car.com or mobil123.com - up from 3,199 in December 2014.
Malaysia operating metrics and performance:
Carlist.my grew its leadership margin through-out 2015, which ultimately resulted in strong revenue growth and
achievement of an EBITDA positive position during the fourth quarter. Key achievements were:
Audience: 1,548,483 people visited carlist.my in January 2016 - up 3% from January 2015. The focus through the
year was growing quality traffic - people who are actively in the search process for a new or used car.
Leads: As measured by the refined methodology, 154,750 leads were sent to sellers during the month of January
2016.
Paying dealers: 1,865 dealers paid to advertise on carlist.my during the month of January 2016. 358 of these
have transitioned to the ‘pay per lead’ model which provides car dealers the opportunity to pay only for the leads
they receive. The detail of these leads is captured through the RMS.
Average revenue per account: Generating more revenue from each paying account is a key driver as the Group
looks to grow revenue profitably. In December 2015, the average revenue per account for carlist.my was RM441
(A$147) per month, up 72% in the 12 month period from December 2014 at RM256 (A$85). Delivery of more
‘depth’ products in the first half of 2016 is designed to continue growth in this important metric.
During 2015 carlist.my launched mobile applications for both iOS & Android which quickly became the number 1
automotive app in both stores for Malaysia. The apps have now been downloaded over 80,000 times. Upgrades
to the RMS are providing more pricing features and analytical data, further establishing it as a tool that dealers rely
upon to run an effective dealership.
5
iCar Asia Limited and Controlled Entities
Directors’ report
31 December 2015
Operating and Financial Review (continued)
Thailand operating metrics and performance:
2015 was a year of consolidation in Thailand as one2car.com (acquired in December 2014) was successfully
integrated into the iCar Asia Group. Through that integration process, iCar Asia Thailand was able to achieve
EBITDA profitability for the full July - December period. Other key achievements were:
Audience: 1,730,525 people visited one2car.com in January 2016, up 10% from January 2015. The focus in
Thailand has been on ensuring that audience growth is targeted to people that are in the buying cycle for a new
or used car.
Leads: 226,225 leads were delivered to sellers during January 2016 as per the refined lead measurement. By
comparison, iCar Asia’s second automotive classified site in Thailand delivered 9,275 in the same month - a clear
indication into the dominant position that one2car.com holds in the Thai market.
Paying dealers: 1,586 Car Dealers paid to advertise on one2car.com in December 2015. One2car.com is the
only site in the iCar Asia Group which is paid in arrears. Twelve months ago more than 20% of the dealer customer
base were late or ‘never’ payers. An active program was initiated to tighten payment terms and remove poor
paying car dealers. This successful program has resulted in retaining the same volume of paying car dealers who
now all pay within 60 day terms.
Average revenue per account: ‘ARPA’ in December 2015 was THB2,011 (A$80) per month, up 14% from
December 2014 when it was THB1,767 (A$70). As in Malaysia, delivery of more depth products during the first
half of 2016 will provide opportunities to increase ARPA.
An enormous amount of change has occurred in the Thai business in 2015 with the integration of one2car.com,
roll-out of iCar’s market-leading Response Management System and launch of new car research and content.
These developments put the business in a strong position for growth in 2016.
Indonesia operating metrics and performance:
Mobil123.com had a break-out year in 2015 establishing a clear leadership position in the Indonesian market. The
objective at the start of 2015 was to grow the number of dealers using the RMS and drive engagement in ‘free’
Feature Listings and Bump products. Delivery of these objectives resulted in the commencement of dealer
monetisation during the fourth quarter of 2016, ahead of management expectations. Other key achievements
were:
Audience: 1,844,292 people visited mobil123.com during January 2016, up 27% from January 2015.
Leads: 193,134 leads were delivered during January 2016 as per the refined lead measurement. The key focus
of the business is to grow our lead volume which is showing strong increases month on month.
Paying dealers: 1,735 Car Dealers have paid to upgrade to a Feature Listing and Bump since monetisation
commenced in October 2015. This is testament to number of dealers that were engaging with our RMS on a regular
basis and the volume of leads mobil123.com sends to car dealers every month.
Average revenue per account: It is early stages of monetisation for both mobil123.com and the Indonesian
market in general. The December 2015 ARPA was IDR117,936 (A$12), however it is positive to have dealers
paying to advertise their vehicles on mobil123.com.
In 2015 mobil123.com also opened offices in Bandung and Surabaya expanding the number one footprint from
Greater Jakarta across Java. Consumer mobile applications were also launched in December 2015 for both
Android and iOS, with more than 16,000 downloads to date. This sets up mobil123.com for a strong 2016.
6
iCar Asia Limited and Controlled Entities
Directors’ report
31 December 2015
Operating and Financial Review (continued)
The iCar Asia Team
At the conclusion of 2015 there were 294 full-time employees across Malaysia, Indonesia and Thailand, down from
344 in December 2014.
Full-time employees were reduced due to the integration of one2car.com into iCar Asia Thailand which significantly
reduced duplicated job responsibilities. A key HR focus across the Group was recruiting an enhanced skill set to
ensure the capability to execute our strategy and move at the dynamic pace that is necessary to achieve key
milestones ahead of any potential competitor.
The business continues to strive to build a high-performance culture driven by achievement of KPI’s. Every
employee is set clear and measureable KPI’s on a quarterly basis which relate to the core objectives iCar is striving
to achieve. Each employee’s performance versus these KPI’s and behaviour versus our core values is evaluated
at the end of each quarter and reset for the coming quarter. This candid feedback environment fosters the high
performance climate and ensures every employee has full understanding of their job responsibilities and how it
contributes to the achievement of iCar Asia’s vision to become ASEAN’s largest and most trusted digital automotive
market-place.
Operating successfully in Asia is all about attracting and keeping the very best talent and ensuring strategic plans
are executed well, something that is much easier said than done. In 2015 iCar moved its Head Office in Kuala
Lumpur to Mid Valley City, a hub for online businesses in the region. The office is an environment that allows iCar
Asia to attract and retain the best online talent and foster a unique creative environment.
The achievements of so many milestones during 2015 is testament to the amazing team the business has and
continues to build. iCar Asia’s people are relentlessly focussed on changing and improving the way that people
buy and sell cars in the ASEAN region.
7
iCar Asia Limited and Controlled Entities
Directors’ report
31 December 2015
Significant changes in the state of affairs
On 10 July 2015 iCar Asia Limited issued 17,692,308 shares in connection with an institutional placement at an
issue price of $0.65 per share. Gross proceeds were $11,500,000. After raising costs, the net amount was
$10,936,636.
On 6 August 2015 iCar Asia Limited issued 5,379,503 shares in connection with a rights issue at an issue price
of $0.65 per share. Gross proceeds were $3,496,677. After raising costs, the net amount was $3,356,101.
On 18 August 2015 iCar Asia Limited issued 5,841,000 shares to carsales.com Limited in connection with their
existing top-up right at an issue price of $0.65 per share. Gross proceeds were $3,796,650. After costs, the net
amount was $3,746,010.
There were no other significant changes in the state of affairs of the Group during the financial year.
Matters subsequent to the reporting date
No matter or circumstance has arisen since 31 December 2015 that has significantly affected, or may significantly
affect the Group’s operations, the results of those operations, or the Group’s state of affairs in future financial
years.
Likely developments and expected results of operations
2015 closed with the Group having a clear leading position on core metrics in the three largest automotive markets
in ASEAN. All three countries have high penetration and engagement in iCar’s market-leading Response
Management System and are monetised.
Our product focus is to further develop the consumer experience on desktop, mobile and app in all three countries
with the objective to further grow buyer engagement and deliver a higher volume of leads to sellers. iCar’s
consumers can expect to see considerable change during 2016.
The Group will continue to experiment on what are the right monetisation models that generate the greatest
revenue opportunity. This is evident in the experimentation with ‘pay per lead’ in Malaysia and commencing early
monetisation in Indonesia.
The company maintains a buoyant view of 2016. With clear leadership positions established, the key focus will be
to deliver profitable revenue growth in both Malaysia and Thailand. Indonesia will continue to receive considerable
investment whilst demonstrating strong year on year increases in revenue.
Environmental regulation
The Group takes a responsible approach in relation to the management of environmental matters. All significant
environmental risks have been reviewed and the Group has no legal obligation to take corrective action in respect
of any environmental matter. The Group's operations are not subject to significant environmental regulations.
8
iCar Asia Limited and Controlled Entities
Directors’ report
31 December 2015
Indemnity and insurance of officers
The Group has indemnified all current and previous Directors of the Group, the Company Secretary and certain
members of senior management against all liabilities or loss (other than to the Group or a related body corporate)
that may arise from their position as officers of the Group, except where the liabilities arise out of conduct involving
a lack of good faith or where indemnification is otherwise not permitted under the Corporations Act. The indemnity
stipulates that the Group will meet the full amount of any such liabilities, including costs and expenses, and covers
a period of seven years after ceasing to be an officer of the Group.
The Group has executed deeds of indemnity with each of the non-executive Directors.
During or since the financial year, the Company has paid premiums in respect of a contract insuring all the
directors of iCar Asia Limited against legal costs incurred in defending proceedings for conduct other than:
(a) A wilful breach of duty
(b) A contravention of sections 182 or 183 of the Corporations Act 2001, as permitted by section 199B of the
Corporations Act 2001
The Group’s insurer prohibits the disclosure of premiums paid.
Indemnity of auditors
To the extent permitted by law, the Group has agreed to indemnify its auditors, Ernst & Young, as part of the
terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified
amount). No payment has been made to indemnify Ernst & Young during or since the financial year.
Meetings of Directors
The number of meetings of the company's Board of Directors ('the Board') and of each board committee held during
the year ended 31 December 2015, and the number of meetings attended by each Director were:
Full Board
Audit & Risk
Committee
Remuneration &
Nomination
Committee
Attended
Held
Attended
Held
Attended
Held
14
13
14
13
13
13
14
14
14
14
14
14
-
2
2
1
4
-
-
4
4
4
4
-
-
4
4
4
4
-
-
4
4
4
4
-
Patrick Grove
Lucas Elliott
Shaun Di Gregorio
Mark Britt
Cameron McIntyre
Ajay Bhatia
Held: represents the number of meetings held during the time the director held office or was a member of the
relevant committee.
9
iCar Asia Limited and Controlled Entities
Directors’ report
31 December 2015
Auditor independence and 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 22 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 22 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.
Officers of the company who are former audit partners of Ernst & Young
There are no officers of the company who are former audit partners of Ernst & Young.
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 20.
Auditor
Ernst & Young continues in office in accordance with section 327 of the Corporations Act 2001.
10
iCar Asia Limited and Controlled Entities
Directors’ report
31 December 2015
Remuneration Report (audited)
The remuneration report, which has been audited in accordance with section 300A of the Corporations Act 2001,
outlines the key management personnel remuneration arrangements for the Group.
The remuneration report is set out under the following main headings:
A Principles used to determine the nature and amount of remuneration
B Details of remuneration
C Service agreements
D Share-based compensation
E Additional information
A Principles used to determine the nature and amount of remuneration
The membership, responsibilities, authority and activities of the Remuneration & Nomination Committee are set
out in the Remuneration & Nomination Committee Charter, which has been approved by the Board.
The responsibilities of the Remuneration & Nomination Committee are to:
Monitor, review and recommend to the Board, as necessary and appropriate:
the remuneration, superannuation and incentive policies and arrangements for the Chief Executive
Officer and key management personnel (i.e. those executives who report directly to the Chief Executive
Officer);
the remuneration arrangements for Non-executive Directors on the Board;
the recruitment, retention and termination policies and procedures for the Chief Executive Officer and
key management personnel; and
key appointments and executive succession planning.
Oversee the Group’s general remuneration strategy;
Review the composition of the Board including:
the criteria for selection of directors, having regard to the need for the breadth and depth of skills and
experience on the Board; and
the process for selecting new Directors.
Monitor the Group culture and reputation and review behavioural standards on a regular basis, and report
and submit recommendations to the Board.
The Chief Executive Officer and the Chief Financial Officer attend meetings by invitation to assist the Committee in its
deliberations except on matters associated with their own remuneration.
11
iCar Asia Limited and Controlled Entities
Directors’ report
31 December 2015
Remuneration Report (audited) (continued)
Advisers
External specialist remuneration advice is sought on an as-needs basis in respect of remuneration arrangements
for non-executive Directors of the Board and key management personnel of the Group. General reward advice is
sought on an ad hoc basis. No external advisors were used during the current or prior years.
Reward policy
The Group has an established policy for determining the nature and amount of emoluments of Board Members
and key management personnel of the Group to align remuneration with the creation of shareholder value. The
remuneration structure for the key management personnel seeks to emphasise payment for results.
Reward philosophy
The Company’s overall philosophy is to manage remuneration to:
Create an environment that will attract top talent, and where people can be motivated with energy and passion to
deliver superior performance;
Recognise capabilities and promote opportunities for career and professional development;
Provide rewards, benefits and conditions that are competitive within the markets in which the Group operates;
and
Provide fair and consistent rewards across the Group, which support corporate principles.
In accordance with the ASXCGPR, the structure of non-executive Directors and key management personnel
remuneration is separate and distinct.
The Group has a policy of ensuring that part of the remuneration of key management personnel is directly linked
to the performance of the Group. Key management personnel are therefore compensated with fixed remuneration
and ‘at risk’ remuneration based on the key performance measures of the Group.
Non-executive Directors remuneration
The fees paid to non-executive Directors on the Board take into consideration the level of fees paid to Board
members of other Australian corporations, the size and complexity of the Group’s operations, the activities of the
Group and the responsibilities and workload requirements of Board members.
Fees are established from time to time for the Chairman and non-executive Directors. The appointment letters for
the non-executive Directors set out the terms and conditions of their appointments. These terms and conditions
are in conjunction with, and subject to, the Company’s Constitution and the charters and policies approved by the
Board from time to time. Each non-executive Director receives a fee for being a Director of the Company. These
fees are paid by the issue of iCar Asia Limited shares. The number of shares is determined by the VWAP over the
period.
There were no share options granted to Directors during or since the end of the financial period.
Executive remuneration
The Company aims to reward key management personnel with a level and mix of remuneration commensurate with
their position and responsibilities within the Group and:
Reward key management personnel for achievement of pre-determined key performance indicators;
Link reward with the strategic goals and performance of the Group; and
Ensure total remuneration is competitive by market standards.
12
iCar Asia Limited and Controlled Entities
Directors’ report
31 December 2015
Remuneration Report (audited) (continued)
The remuneration for key management personnel and staff will include an annual review using a formal
performance appraisal process. The Remuneration & Nomination Committee recommends to the Board the level
of fixed remuneration each year based on the performance of individuals.
The remuneration structure is in two parts:
Fixed remuneration; and
Variable remuneration
Fixed remuneration
The level of fixed remuneration is set so as to provide a base level of remuneration that is both appropriate to the
position and is competitive in the market. Fixed remuneration comprises of payroll salary and other benefits.
Individuals, however, may choose to sacrifice part of their salary to increase payments towards other benefits.
Variable Remuneration
Comprises of a short-term incentive plan and a long-term incentive plan.
Short term incentive plan (STI)
Short-term incentives are used to reward staff based on performance on a year by year basis. Rewards are made
to participating key employee depending on the extent to which specific targets set at the beginning of the period
are met. The targets relate to the earnings of the company and achievement of other KPIs aligned to the individual’s
specific business function. The percentage and threshold level can differ for each individual and are reviewed each
year. Payments are made in the form of cash and shares as determined at the discretion of the Nomination &
Remuneration Committee. Shares are issued at the VWAP for the year. Benefits are pro-rated where employees
join during an STI year. It is intended that key employees of the Group will be eligible to participate in the STI
program.
Long term incentive plan (LTI)
The Group has established a long term incentive plan (referred to hereafter as the ‘Plan’). The Plan is part of the
Group’s remuneration strategy and is designed to align the interests of management and shareholders and assist
the Group in the attraction, motivation and retention of executives. In particular, the Plan is designed to provide
relevant executives with an incentive for future performance and encouraging those executives to remain with the
Group. LTI payments are made to participating key employees depending on the extent to which specific targets
set at the beginning of the plan are met. The targets relate to the earnings of the company, achievement of other
KPIs aligned to the individual’s specific business function and staff remaining in employment. Payments are made
in the form of shares in the Group that are issued 2 years and 3 months after the end of the year to which they
refer. The shares are issued at a VWAP for the period that the KPIs are set. For example: for the 2015 reporting
period, the plan is payable in March 2018 based on the VWAP during the 2015 year. Benefits are pro-rated where
employees join during a Plan year. It is intended at this stage that only key executives of the Group will be eligible
to participate in the Plan.
Voting and comments made at the company's 2015 Annual General Meeting ('AGM')
The company received in excess of 75% of ‘for’ votes in relation to its remuneration report for the year ended 31
December 2014. The company did not receive any specific comments at the AGM in regard to its remuneration
practices and report.
13
iCar Asia Limited and Controlled Entities
Directors’ report
31 December 2015
Remuneration Report (audited) (continued)
B Details of remuneration
Details of the remuneration of the key management personnel of the Group are set out in the following tables.
The key management personnel of the Group consisted of the following directors of the Group:
● Patrick Grove
● Lucas Elliott
● Mark Britt
● Shaun Di Gregorio
● Cameron McIntyre
● Ajay Bhatia
And the following persons:
2015
Name
Short-term benefits
Share-based payments
Cash
salary
and
fees
Other
Non-
monetary
LTI
Shares &
Units
Remuneration/STI
Shares & Units1
$
$
$
$
$
$
Non-Executive Directors:
P Grove2
L Elliott2
S Di Gregorio
M Britt
C McIntyre3
A Bhatia3
Other Key Management
Personnel:
D Rielly
J Dische
J Caisse
-
-
-
-
-
-
-
-
-
-
-
-
290,000
129,233
250,000
58,347
230,000
98,107
770,000
285,687
-
-
-
-
-
-
-
-
-
-
Performance
Related
Total
%
0%
0%
0%
0%
0%
0%
-
-
-
-
-
-
60,000
48,000
48,000
48,000
48,000
48,000
60,000
48,000
48,000
48,000
48,000
48,000
30,199
33,555
80,127
296,000
745,432
99,996
441,898
92,000
500,234
44%
30%
34%
143,881
787,996
1,987,564
1 Shares to be issued to directors in lieu of fees are to be ratified at the upcoming annual general meeting
2 Shares allocated to the Director will be issued to Catcha Group Pte Ltd
3 Shares allocated to the Director will be issued to carsales.com Limited
There were no termination benefits, long term benefits (except LTI) or post-employment/superannuation benefits
in the current or prior year, hence the categories have been excluded from the tables above and below.
No material contracts involving Directors’ interests were entered into since the end of the previous financial year,
or existed at the end of the year, other than those transactions detailed in related parties note to the financial
statements.
14
iCar Asia Limited and Controlled Entities
Directors’ report
31 December 2015
Remuneration Report (audited) (continued)
2014
Name
Non-Executive Directors:
P Grove4
L Elliott4
S Di Gregorio
M Britt
C McIntyre5
A Bhatia1,5
Other Key Management
Personnel:
D Rielly
J Dische3
J Caisse
Short-term benefits
Share-based payments
Cash
salary
and
fees
$
Other
Non-
monetary
LTI
Shares &
Units
Remuneration/STI
Shares & Units2
$
$
$
$
$
Performance
Related
Total
-
-
-
-
-
-
-
-
-
-
-
-
280,000
129,603
230,000
96,594
21,386
66,587
639,603
184,567
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
60,000
48,000
48,000
48,000
48,000
8,000
60,000
48,000
48,000
48,000
48,000
8,000
%
0%
0%
0%
0%
0%
0%
54,502
13,417
75,213
294,753
725,849
53,667
218,073
173,142
544,942
48%
31%
46%
143,132
781,562 1,748,864
1 Appointed 21 November 2014
2 Shares to be issued to directors in lieu of fees were ratified at the annual general meeting
3 Appointed 9 June 2014
4 Shares allocated to the Director will be issued to Catcha Group Pte Ltd
5 Shares allocated to the Director will be issued to carsales.com Limited
Shareholdings of KMP1
Shares held in iCar Asia Limited
31 December 2015
Non-Executive Directors:
P Grove3,4
L Elliott3,4
S Di Gregorio
M Britt
C McIntyre5
A Bhatia5
Other Key Management Personnel:
D Rielly
J Dische
J Caisse
Balance at the
beginning of
the period
1 January 2015
Granted as
remuneration
Net change
Other2
Balance at the
end of the
period
31 December
2015
70,430,300
70,430,300
782,800
566,134
-
-
48,422
38,738
38,738
38,738
38,738
6,456
448,226
70,926,948
457,910
70,926,948
-
-
821,538
604,872
(38,738)
(6,456)
-
-
1,061,914
558,925
-
475,579
45,635
48,261
36,837
19,304
11,906
1,657,676
64,939
535,746
15
iCar Asia Limited and Controlled Entities
Directors’ report
31 December 2015
Remuneration Report (audited) (continued)
1 Includes shares held directly, indirectly and beneficially by KMP.
2 All equity transactions with KMP other than those arising from remuneration by the Group have been
entered into under terms and conditions no more favourable than those the Group would have adopted if
dealing at arm's length.
3 P Grove and L Elliott have a relevant interest in securities held by Catcha Media Berhad and Catcha Group
Pte Ltd totalling 70,926,948.
4 Shares allocated to the Director were issued to Catcha Group Pte Ltd.
5 Shares allocated to the Director were issued to carsales.com Limited under Net change Other category
C Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service
agreements.
Performance targets for key management personnel are based upon an entry ‘gate’ of overall company
performance at EBITDA and then individual performance is assessed against KPIs specific to the individual
business responsibilities. For the CFO, KPIs include closing cash balance and local company EBITDA profitability,
successful integration of business intelligence tools and performance of the Operations Team. For the CBDO, KPIs
include engagement with regional car manufacturers, the release of new products and growth in the new car
revenue stream. CEO KPIs include those allocated to the CFO and CBDO and the total volume of leads sent from
car buyers to sellers.
Details of these agreements are as follows (please refer to Section A for further information on short-term and
long-term incentives):
Name:
Title:
Term of agreement:
Details:
Mr Damon Rielly
Chief Executive Officer
Extended from its original expiry from 31 December 2014 to 30 June 2016
Base salary cost is AUD 280,000 per annum until 30 June 2015 and AUD
300,000 per annum from 1 July 2015 until 30 June 2016.
Short term incentive
1 January 2015 to 30 June 2015:
Up to 200,000 shares in iCar Asia Limited subject to meeting performance
targets as set by the Board.
1 July 2015 to 30 June 2016:
Up to AUD 300,000 subject to meeting performance targets as set by the Board.
Payment is to be made via shares in the Company at an issue price calculated
based on the VWAP of the shares for the corresponding period. AUD 20,000
cash payment subject to satisfactory completion of the period.
Long term incentive
1 January 2013 to 30 June 2014:
Up to AUD 50,000 per annum subject to meeting performance targets as set by
the Board. Payment is to be made via shares in the Company at an issue price
calculated based on the VWAP of the shares for the corresponding period and
issued 2 years and 3 months after the annual period.
Other benefits:
Housing allowance of MYR 15,000 per month (equivalent to approximately AUD
5,000 per month).
School fee allowance on average MYR 41,555 per child per annum (equivalent
to approximately AUD 14,329 per annum).
Please see above for performance criteria.
16
iCar Asia Limited and Controlled Entities
Directors’ report
31 December 2015
Remuneration Report (audited) (continued)
Name:
Title:
Term of agreement:
Mr Joe Dische
Chief Financial Officer
6 months termination notice period by executive and company.
Details:
Base salary cost is AUD 250,000 per annum.
Short term incentive
1 January 2015 to 31 December 2015:
Up to AUD 100,000 per annum subject to meeting performance targets as set
by the Board. Payment is to be made via shares in the Company at an issue
price calculated based on the VWAP of the shares for the corresponding period.
After 1 January 2016
Up to AUD 150,000 per annum on the same terms.
Long term incentive
1 January 2015 to 31 December 2015:
Up to AUD 75,000 per annum subject to meeting performance targets as set by
the Board. Payment is to be made via shares in the Company at an issue price
calculated based on the VWAP of the shares for the corresponding period and
issued 2 years and 3 months after the period.
After 1 January 2016
Up to AUD 50,000 per annum on the same terms.
Other benefits:
Housing allowance of MYR 12,000 per month (equivalent to approximately AUD
4,000 per month).
School fee allowance on average MYR 41,555 per child per annum (equivalent
to approximately AUD 14,329 per annum).
Please see above for performance criteria.
Name:
Title:
Term of agreement:
Mr Joey Caisse
Chief Business Development Officer
Ends 31 December 2016. 6 months termination notice period by executive and
company.
Details:
Base salary cost is AUD 230,000 per annum.
Short term incentive:
Up to AUD 92,000 per annum with payment to be made via shares in the
Company at an issue price calculated based on the VWAP of the shares for the
corresponding period.
Long term incentive:
Up to AUD 69,000 per annum subject to meeting performance targets as set by
the Board. Payment is to be made via shares in the Company at an issue price
calculated based on the VWAP of the shares for the corresponding period and
issued 2 years and 3 months after the period.
Other benefits:
Housing allowance of MYR 12,000 per month (equivalent to approximately AUD
3,056 per month).
School fee allowance on average MYR 41,555 per child per annum (equivalent
to approximately AUD 14,329 per annum).
Please see above for performance criteria.
17
iCar Asia Limited and Controlled Entities
Directors’ report
31 December 2015
Remuneration Report (audited) (continued)
The Remuneration & Nomination Committee of the Board will recommend each year reasonable performance
measures and targets for use in assessing each Executive’s performance. After the end of each financial year,
the Remuneration & Nomination Committee of the Board will review each Executive’s performance in comparison
to these measures and targets. STI targets (as a percentage of Total Executive Compensation ('TEC')) are to be
determined annually by the Board, based on the recommendation of the Remuneration & Nomination Committee
for the coming year. TEC is base remuneration inclusive of superannuation and benefits but excludes leave
accrued not taken.
D Share-based compensation
Issue of shares
Details of shares issued to Directors and other key management personnel as part of compensation during the
year ended 31 December 2015 are set out below:
Name
Date
No of shares
$Fair Value
Damon Rielly1
Damon Rielly2
Joe Dische
Joey Caisse
Patrick Grove3
Lucas Elliott3
Shaun Di Gregorio
Mark Britt
Cameron McIntyre4
Ajay Bhatia4
Damon Rielly5
13/3/2015
13/3/2015
13/3/2015
13/3/2015
3/6/2015
3/6/2015
3/6/2015
3/6/2015
3/6/2015
3/6/2015
121,056
237,869
45,635
48,261
48,422
38,738
38,738
38,738
38,738
6,456
134,372
71,361
50,655
53,570
60,000
48,000
48,000
48,000
48,000
8,000
10/7/2015
200,000
136,000
1 Shares issued in lieu of 2014 STI
2 Shares issued in lieu of 2012 LTI
3 Shares allocated to the Director were issued to Catcha Group Pte Ltd
4 Shares allocated to the Director were issued to carsales.com Limited
5 Shares issued in lieu of first half 2015 STI
18
iCar Asia Limited and Controlled Entities
Directors’ report
31 December 2015
Remuneration Report (audited)
D Share-based compensation
Issue of shares (continued)
Number of
Shares
granted up
to 31
December
2015
Number of
shares
vested
during
2015
Fair
Value
per
share
$
Financial
Year
Category
Fair
value of
shares $ Grant date
Vesting
date
Issue
date
Non-Executive
Directors:
P Grove
L Elliott
2014
2014
S Di Gregorio
2014
M Britt
C McIntyre
A Bhatia
Other Key
Management
Personnel:
D Rielly
J Dische
J Caisse
2014
2014
2014
2012
2013
2014
2014
2015
2014
2014
2013
2014
Director
Fees
Director
Fees
Director
Fees
Director
Fees
Director
Fees
Director
Fees
48,422
48,422
1.24
60,000
38,738
38,738
1.24
48,000
38,738
38,738
1.24
48,000
38,738
38,738
1.24
48,000
38,738
38,738
1.24
48,000
6,456
6,456
1.24
8,000
February
2015
February
2015
February
2015
February
2015
February
2015
February
2015
February
2015
February
2015
February
2015
February
2015
February
2015
February
2015
LTI
LTI
LTI
STI
237,869
237,869
0.30
71,361
76,406
20,176
-
-
1.07
81,754
1.11
22,395
121,056
121,056
1.11
134,372
STI1
200,000
200,000
0.68
136,000
LTI
STI
LTI
LTI
27,381
-
1.11
30,393
45,635
45,635
1.11
50,655
105,440
55,686
-
-
1.07
112,821
1.11
61,811
48,261
48,261
1.11
53,570
February
2013
February
2014
February
2015
February
2015
July 2015
February
2015
February
2015
February
2014
February
2015
February
2015
February
2015
February
2016
February
2017
February
2015
July 2015
February
2017
February
2015
February
2016
February
2017
February
2015
June
2015
June
2015
June
2015
June
2015
June
2015
June
2015
March
2015
March
2016
March
2017
March
2015
July
2015
March
2017
March
2015
March
2016
March
2017
March
2015
2014
1 Shares issued in lieu of first half 2015 STI
STI
Share based payments of $795,876 have been accrued in relation to 2015 in lieu of Directors Fees ($300,000)
and STI / LTI ($495,876). The number of shares granted will be agreed at the meeting of the Nomination &
Remuneration Committee in February 2016.
Options
There were no options over ordinary shares issued to directors and other key management personnel as part of
compensation that were outstanding as at 31 December 2015.
19
iCar Asia Limited and Controlled Entities
Directors’ report
31 December 2015
Remuneration Report (audited)
E Additional Information
The Group has a policy of ensuring that at least part of the remuneration of key management personnel is based
on the performance of the Company. Key management personnel are compensated with fixed remuneration and
‘at risk’ remuneration based on revenue and earnings targets.
The earnings of the Group for the two years to 31 December 2015 are summarised below:
Revenue
Loss after income tax
STI bonus paid as a % of available
2015
6,277,576
(12,537,199)
100%
2014
2,814,246
(16,699,930)
100%
The factors that are considered to affect total shareholders return ("TSR") are summarised below:
Share price at financial year end ($A)
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
2015
0.96
(5.43)
(5.43)
2014
1.09
(8.64)
(8.64)
This concludes the remuneration report, which has been audited.
Signed in accordance with a resolution of the directors.
______________________
Patrick Grove
Chairman
24 February 2016
Kuala Lumpur
20
Ernst & Young
8 Exhibition Street
Melbourne VIC 3000 Australia
GPO Box 67 Melbourne VIC 3001
Tel: +61 3 9288 8000
Fax: +61 3 8650 7777
ey.com/au
Auditor’s Independence Declaration to the Directors of iCar Asia Limited
As lead auditor for the audit of iCar Asia Limited for the financial year ended 31 December 2015, I
declare to the best of my knowledge and belief, there have been:
a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
b) no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of iCar Asia Limited and the entities it controlled during the financial year.
Ernst & Young
D. R. McGregor
Partner
24 February 2016
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
21
iCar Asia Limited and Controlled Entities
Statement of Comprehensive Income
For the year ended 31 December 2015
The above statement of comprehensive income should be read in conjunction with the accompanying notes.
22
Note20152014$$Revenue56,277,5762,814,246ExpensesAdministration and related expenses(2,384,490)(3,205,471)Advertising and marketing expenses(5,027,313)(5,793,362)Employment related expenses6(8,728,163)(5,782,766)Premises and infrastructure expenses(1,281,243)(900,175)Offline production costs(311,678)(323,816)Depreciation and amortisation expense6(1,387,198)(762,753)Impairment of assets-(3,040,688)Operating loss(12,842,509)(16,994,785)Interest income347,915430,361Interest expense6(42,605)(49,853)Loss before tax(12,537,199)(16,614,277)Income tax (expense)/benefit7-(85,653)Loss after income tax expense for the year attributable to the owners of iCar Asia Limited and Controlled Entities18(12,537,199)(16,699,930)Other comprehensive incomeItems that may be reclassified subsequently to profit or lossForeign currency translation(200,982)226,932Other comprehensive income for the year, net of tax(200,982)226,932Total comprehensive income for the year attributable to the owners of iCar Asia Limited and Controlled Entities(12,738,181)(16,472,998)CentsCentsBasic loss per share31(5.43)(8.64)Diluted loss per share31(5.43)(8.64)Consolidated
iCar Asia Limited and Controlled Entities
Statement of Financial Position
As at 31 December 2015
The above statement of financial position should be read in conjunction with the accompanying notes.
23
20152014$$AssetsCurrent assetsCash and cash equivalents818,509,382 15,361,635 Trade and other receivables9975,082 1,036,441 Other assets101,362,769 689,890 Total current assets20,847,233 17,087,966 Non-current assetsProperty, plant and equipment11480,800533,994Intangibles126,567,6876,106,929Goodwill1217,192,74317,034,220Other non-current assets25,384-Total non-current assets24,266,614 23,675,143 Total assets45,113,847 40,763,109 LiabilitiesCurrent liabilitiesTrade and other payables132,176,186 4,482,916 Provisions141,118,391 980,040 Total current liabilities3,294,577 5,462,956 Non-current liabilitiesBorrowings15486,042 537,065 Total non-current liabilities486,042 537,065 Total liabilities3,780,619 6,000,021 Net assets41,333,228 34,763,088 EquityIssued capital1689,328,100 70,188,628 Reserves17(10,099,347)(10,067,214)Accumulated losses18(37,895,525)(25,358,326)Total equity41,333,228 34,763,088 ConsolidatedNote
iCar Asia Limited and Controlled Entities
Statement of Changes in Equity
For the year ended 31 December 2015
Issued
capital
Foreign
currency
translation
reserve
Equity
reserve
Share
based
payment
reserve
Accumulated
losses
Total equity
$
$
$
$
$
$
70,188,628
(11,217)
(10,965,292)
909,295
(25,358,326)
34,763,088
-
-
-
-
(200,982)
(200,982)
19,909,639
(770,167)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(12,537,199)
(12,537,199)
-
(200,982)
(12,537,199)
(12,738,181)
(627,027)
-
300,000
495,876
-
-
-
-
19,282,612
(770,167)
300,000
495,876
89,328,100
(212,199)
(10,965,292) 1,078,144
(37,895,525)
41,333,228
Issued
capital
Foreign
currency
translation
reserve
Equity
reserve
Share
based
payment
reserve
Accumulated
losses
Total equity
$
$
$
$
$
$
36,854,151
(238,149)
(10,965,292)
650,700
(8,658,396)
17,643,014
-
-
-
-
226,932
226,932
-
-
-
-
-
-
(16,699,930)
(16,699,930)
-
226,932
(16,699,930)
(16,472,998)
34,419,507
(1,085,030)
-
-
-
-
-
-
-
(550,700)
-
-
-
-
260,000
549,295
-
-
-
-
33,868,807
(1,085,030)
260,000
549,295
70,188,628
(11,217)
(10,965,292)
909,295
(25,358,326)
34,763,088
Balance at 1 January 2015
Loss after income tax expense for
the period
Other comprehensive income for
the period, net of tax
Total comprehensive income for
the period
Transactions with owners in their
capacity as owners
30,145,692 shares issued during
the period
Transaction costs (net of tax)
Share to be issued in lieu of
directors' remuneration
Share to be issued in lieu of STI
and LTI
Balance at 31 December 2015
Balance at 1 January 2014
Loss after income tax expense for
the period
Other comprehensive income for
the period, net of tax
Total comprehensive income for
the period
Transactions with owners in their
capacity as owners
33,102,615 shares issued during
the period
Transaction costs (net of tax)
Share to be issued in lieu of
directors' remuneration
Share to be issued in lieu of STI
and LTI
Balance at 31 December 2014
The above statement of changes in equity should be read in conjunction with the accompanying notes.
24
iCar Asia Limited and Controlled Entities
Statement of Cash Flows
For the year ended 31 December 2015
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
Interest paid
Consolidated
Note
2015
$
2014
$
6,205,118
(18,991,874)
(12,786,756)
218,686
2,908,602
(14,507,280)
(11,598,678)
535,185
(42,291)
(90,100)
Net cash used in operating activities
30
(12,610,361)
(11,153,593)
Cash flows from investing activities
Payments for property, plant and equipment
Payments for intangibles
Payments for purchase of subsidiaries, net of cash acquired
(213,640)
(727,008)
(288,437)
(759,264)
(1,329,894)
(14,164,799)
Net cash used in investing activities
(2,270,542)
(15,212,500)
Cash flows from financing activities
Proceeds from issue of shares
Share issue transaction costs
18,793,328
(764,678)
30,241,138
(995,040)
Net cash provided by financing activities
18,028,650
29,246,098
Net (decrease)/ increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
3,147,747
15,361,635
2,880,005
12,481,630
Cash and cash equivalents at the end of the period
8
18,509,382
15,361,635
The above statement of cash flows should be read in conjunction with the accompanying notes.
25
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
1. Corporate information
The consolidated financial statements of iCar Asia Limited and its subsidiaries (collectively, the ‘Group’) for the
year ended 31 December 2015 were authorised for issue in accordance with a resolution of Directors made on 24
February 2016. The Directors have the power to amend and reissue the financial report.
iCar Asia Limited is a for profit public company incorporated in Australia and is listed on the Australian Securities
Exchange. The Group’s principal place of business is Centerpoint North Tower, Mid Valley City Lingkaran Syed
Putra, Kuala Lumpur, Malaysia.
The Group’s principal activities during the year were the development and operation of internet based automotive
portals and the advertising, publication and distribution of automotive magazines in South East Asia.
2. Summary of significant accounting policies
2.1 Basis of preparation
The financial report is a general purpose financial report, which has been prepared in accordance with the
requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative
pronouncements of the Australian Accounting Standards Board. The financial report has also been prepared on a
historical cost basis.
All amounts are presented in Australian dollars and are rounded to the nearest dollar unless otherwise stated.
Clarification of terminology used in Annual Report
Earnings/(Loss) before interest, income tax expense, depreciation and amortisation (EBITDA) reflects the loss for
the period prior to including the effect of net finance costs, income taxes, depreciation, amortisation and
impairment. Depreciation and amortisation are calculated in accordance with AASB 116: "Property, plant and
equipment" and AASB 138: "Intangible Assets" respectively. Impairment is calculated in accordance with AASB
136: "Impairment of Assets". The Group believe that EBITDA is a relevant and useful financial measure used by
management to measure the Group’s ongoing operating performance.
2.2 Compliance with International Financial Reporting Standards (IFRS)
The financial report also complies with International Financial Reporting Standards (IFRS) as issued by the
International Accounting Standards Board.
2.3 Changes in accounting policies, disclosures, standards and interpretations
(i) Changes in accounting policies, new and amended standards and interpretations
The Group applied, for the first time, certain standards and amendments which are effective for annual periods
beginning on or after 1 January 2015.The nature and the impact of each new standard and/or amendment is
described below:
26
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
2. Summary of significant accounting policies
2.3 Changes in accounting policies, disclosures, standards and interpretations
(i) Changes in accounting policies, new and amended standards and interpretations (continued)
AASB 2014-1 Part A -Annual Improvements 2010–2012 Cycle Amendments to Australian Accounting
Standards - Part A Annual Improvements to IFRSs 2010–2012 Cycle
Application Date of Standard: 1 July 2014, Application Date: 1 January 2015
AASB 2014-1 Part A: This standard sets out amendments to Australian Accounting Standards arising from
the issuance by the International Accounting Standards Board (IASB) of International Financial Reporting
Standards (IFRSs) Annual Improvements to IFRSs 2010–2012 Cycle and Annual Improvements to IFRSs
2011–2013 Cycle.
Annual Improvements to IFRSs 2010–2012 Cycle addresses the following items:
AASB 2 - Clarifies the definition of 'vesting conditions' and 'market condition' and introduces the definition of
'performance condition' and 'service condition'.
AASB 3 - Clarifies the classification requirements for contingent consideration in a business combination by
removing all references to AASB 137.
AASB 8 - Requires entities to disclose factors used to identify the entity's reportable segments when
operating segments have been aggregated. An entity is also required to provide a reconciliation of total
reportable segments' asset to the entity's total assets.
AASB 116 & AASB 138 - Clarifies that the determination of accumulated depreciation does not depend on
the selection of the valuation technique and that it is calculated as the difference between the gross and net
carrying amounts.
AASB 124 - Defines a management entity providing KMP services as a related party of the reporting entity.
The amendments added an exemption from the detailed disclosure requirements in paragraph 17 of AASB
124 for KMP services provided by a management entity. Payments made to a management entity in respect
of KMP services should be separately disclosed.
These changes have not had a material impact on the Group.
AASB 2014-1 Part A -Annual Improvements 2011–2013 Cycle Amendments to Australian Accounting
Standards - Part A Annual Improvements to IFRSs 2011–2013 Cycle
Application Date of Standard: 1 July 2014, Application Date: 1 January 2015
Annual Improvements to IFRSs 2011–2013 Cycle addresses the following items:
AASB13 - Clarifies that the portfolio exception in paragraph 52 of AASB 13 applies to all contracts within the
scope of AASB 139 or AASB 9, regardless of whether they meet the definitions of financial assets or financial
liabilities as defined in AASB 132.
AASB140 - Clarifies that judgment is needed to determine whether an acquisition of investment property is
solely the acquisition of an investment property or whether it is the acquisition of a group of assets or a
business combination in the scope of AASB 3 that includes an investment property. That judgment is based
on guidance in AASB 3.
These changes have not had a material impact on the Group.
Amendments to Australian Accounting Standards - Part B
Defined Benefit Plans: Employee Contributions (Amendments to AASB 119)
Application Date of Standard: 1 July 2014, Application Date: 1 January 2015
AASB 2014-Part B makes amendments in relation to the requirements for contributions from employees or
third parties that are set out in the formal terms of the benefit plan and linked to service.
The amendments clarify that if the amount of the contributions is independent of the number of years of
service, an entity is permitted to recognise such contributions as a reduction in the service cost in the period
in which the related service is rendered, instead of attributing the contributions to the periods of service.
These changes have not had a material impact on the Group.
27
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
2. Summary of significant accounting policies
2.3 Changes in accounting policies, disclosures, standards and interpretations (continued)
(ii) Accounting Standards and Interpretations issued but not yet effective
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not
yet effective and have not been adopted by the Group for the annual reporting period ended 31 December
2015 are outlined below:
AASB 9 Financial Instruments
Application Date of Standard: 1 January 2018, Application Date: 1 January 2018
AASB 9 (December 2014) is a new standard which replaces AASB 139. This new version supersedes AASB 9
issued in December 2009 (as amended) and AASB 9 (issued in December 2010) and includes a model for
classification and measurement, a single, forward-looking ‘expected loss’ impairment model and a substantially-
reformed approach to hedge accounting.
AASB 9 is effective for annual periods beginning on or after 1 January 2018. However, the Standard is available
for early adoption. The own credit changes can be early adopted in isolation without otherwise changing the
accounting for financial instruments.
Classification and measurement
AASB 9 includes requirements for a simpler approach for classification and measurement of financial assets
compared with the requirements of AASB 139. There are also some changes made in relation to financial liabilities.
The main changes are described below.
Financial assets
a. Financial assets that are debt instruments will be classified based on (1) the objective of the entity's business
model for managing the financial assets; (2) the characteristics of the contractual cash flows.
b. Allows an irrevocable election on initial recognition to present gains and losses on investments in equity
instruments that are not held for trading in other comprehensive income. Dividends in respect of these
investments that are a return on investment can be recognised in profit or loss and there is no impairment or
recycling on disposal of the instrument.
c. Financial assets can be designated and measured at fair value through profit or loss at initial recognition if
doing so eliminates or significantly reduces a measurement or recognition inconsistency that would arise from
measuring assets or liabilities, or recognising the gains and losses on them, on different bases.
Financial liabilities
Changes introduced by AASB 9 in respect of financial liabilities are limited to the measurement of liabilities
designated at fair value through profit or loss (FVPL) using the fair value option.
Where the fair value option is used for financial liabilities, the change in fair value is to be accounted for as
follows:
The change attributable to changes in credit risk are presented in other comprehensive income (OCI)
The remaining change is presented in profit or loss
AASB 9 also removes the volatility in profit or loss that was caused by changes in the credit risk of liabilities elected
to be measured at fair value. This change in accounting means that gains or losses attributable to changes in the
entity’s own credit risk would be recognised in OCI. These amounts recognised in OCI are not recycled to profit
or loss if the liability is ever repurchased at a discount.
Impairment
The final version of AASB 9 introduces a new expected-loss impairment model that will require more timely
recognition of expected credit losses. Specifically, the new Standard requires entities to account for expected credit
losses from when financial instruments are first recognised and to recognise full lifetime expected losses on a
more timely basis.
28
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
2. Summary of significant accounting policies
2.3 Changes in accounting policies, disclosures, standards and interpretations (continued)
Hedge accounting
Amendments to AASB 9 (December 2009 & 2010 editions and AASB 2013-9) issued in December 2013
included the new hedge accounting requirements, including changes to hedge effectiveness testing, treatment
of hedging costs, risk components that can be hedged and disclosures.
Consequential amendments were also made to other standards as a result of AASB 9, introduced by AASB
2009-11 and superseded by AASB 2010-7, AASB 2010-10 and AASB 2014-1 – Part E.
AASB 2014-7 incorporates the consequential amendments arising from the issuance of AASB 9 in Dec 2014.
AASB 2014-8 limits the application of the existing versions of AASB 9 (AASB 9 (December 2009) and AASB 9
(December 2010)) from 1 February 2015 and applies to annual reporting periods beginning on after 1 January
2015.
The Group does not expect this standard will have significant impact on the Group financial report however it
will continue to assess this.
AASB 2014-4 Clarification of Acceptable Methods of Depreciation and Amortisation (Amendments to
AASB 116 and AASB 138)
Application Date of Standard: 1 January 2016, Application Date: 1 January 2016
AASB 116 Property Plant and Equipment and AASB 138 Intangible Assets both establish the principle for the
basis of depreciation and amortisation as being the expected pattern of consumption of the future economic
benefits of an asset.
The IASB has clarified that the use of revenue-based methods to calculate the depreciation of an asset is not
appropriate because revenue generated by an activity that includes the use of an asset generally reflects
factors other than the consumption of the economic benefits embodied in the asset.
The amendment also clarified that revenue is generally presumed to be an inappropriate basis for measuring
the consumption of the economic benefits embodied in an intangible asset. This presumption, however, can
be rebutted in certain limited circumstances.
The Group does not expect this standard will have significant impact on the Group financial report however it
will continue to assess this.
AASB 15 Revenue from Contracts with Customers
Application Date of Standard 1 January 2018, Application Date: 1 January 2018
AASB 15 Revenue from Contracts with Customers replaces the existing revenue recognition standards AASB
111 Construction Contracts, AASB 118 Revenue and related Interpretations (Interpretation 13 Customer
Loyalty Programmes, Interpretation 15 Agreements for the Construction of Real Estate, Interpretation 18
Transfers of Assets from Customers, Interpretation 131 Revenue—Barter Transactions Involving Advertising
Services and Interpretation 1042 Subscriber Acquisition Costs in the Telecommunications Industry). AASB 15
incorporates the requirements of IFRS 15 Revenue from Contracts with Customers issued by the International
Accounting Standards Board (IASB) and developed jointly with the US Financial Accounting Standards Board
(FASB).
29
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
2. Summary of significant accounting policies
2.3 Changes in accounting policies, disclosures, standards and interpretations
AASB 15 Revenue from Contracts with Customers (continued)
AASB 15 specifies the accounting treatment for revenue arising from contracts with customers (except for contracts
within the scope of other accounting standards such as leases or financial instruments).The core principle of AASB
15 is that an entity recognises 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. An entity recognises revenue in accordance with that core principle by applying the following steps:
(a) Step 1: Identify the contract(s) with a customer
(b) Step 2: Identify the performance obligations in the contract
(c) Step 3: Determine the transaction price
(d) Step 4: Allocate the transaction price to the performance obligations in the contract
(e) Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation
Currently, AASB 15 is effective for annual reporting periods commencing on or after 1 January 2017. Early
application is permitted. (Note A)
AASB 2014-5 incorporates the consequential amendments to a number Australian Accounting Standards
(including Interpretations) arising from the issuance of AASB 15.
The Group has made a preliminary assessment and does expect this standard to have an impact on the Group
financial report largely through the accounting for the utilisation of prepaid credits that can be applied for
services. The Group is continuing its analysis and assessing the impact of the standard on systems and
processes.
AASB 2015-2 Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments
to AASB 101
Application Date of Standard: 1 January 2016, Application Date: 1 January 2016
The Standard makes amendments to AASB 101 Presentation of Financial Statements arising from the IASB’s
Disclosure Initiative project. The amendments are designed to further encourage companies to apply
professional judgment in determining what information to disclose in the financial statements. For example,
the amendments make clear that materiality applies to the whole of financial statements and that the inclusion
of immaterial information can inhibit the usefulness of financial disclosures. The amendments also clarify that
companies should use professional judgment in determining where and in what order information is presented
in the financial disclosures.
The Group does not expect this standard will have significant impact on the Group financial report however it
will continue to assess this.
30
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
2. Summary of significant accounting policies
2.3 Changes in accounting policies, disclosures, standards and interpretations (continued)
AASB 2015-1 Amendments to Australian Accounting Standards – Annual Improvements to Australian
Accounting Standards 2012–2014 Cycle
Application Date of Standard: 1 January 2016, Application Date: 1 January 2016
The subjects of the principal amendments to the Standards are set out below:
AASB 5 Non-current Assets Held for Sale and Discontinued Operations:
Changes in methods of disposal – where an entity reclassifies an asset (or disposal group) directly from
being held for distribution to being held for sale (or visa versa), an entity shall not follow the guidance in
paragraphs 27–29 to account for this change.
AASB 7 Financial Instruments: Disclosures:
Servicing contracts - clarifies how an entity should apply the guidance in paragraph 42C of AASB 7 to a
servicing contract to decide whether a servicing contract is ‘continuing involvement’ for the purposes of
applying the disclosure requirements in paragraphs 42E–42H of AASB 7.
Applicability of the amendments to AASB 7 to condensed interim financial statements - clarify that the
additional disclosure required by the amendments to AASB 7 Disclosure–Offsetting Financial Assets and
Financial Liabilities is not specifically required for all interim periods. However, the additional disclosure is
required to be given in condensed interim financial statements that are prepared in accordance with AASB
134 Interim Financial Reporting when its inclusion would be required by the requirements of AASB 134.
AASB 119 Employee Benefits:
Discount rate: regional market issue - clarifies that the high quality corporate bonds used to estimate the
discount rate for post-employment benefit obligations should be denominated in the same currency as the
liability. Further it clarifies that the depth of the market for high quality corporate bonds should be assessed
at the currency level.
AASB 134 Interim Financial Reporting:
Disclosure of information ‘elsewhere in the interim financial report’ - amends AASB 134 to clarify the
meaning of disclosure of information ‘elsewhere in the interim financial report’ and to require the inclusion
of a cross-reference from the interim financial statements to the location of this information.
The Group does not expect this standard will have significant impact on the Group financial report however it
will continue to assess this.
31
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
2. Summary of significant accounting policies
2.3 Changes in accounting policies, disclosures, standards and interpretations (continued)
IFRS 16 Leases
Application Date of Standard: 1 January 2019, Application Date: 1 January 2019
The AASB has not yet released the Australian equivalent to IFRS 16, being AASB 16 Leases, but is
expected to do so at its February 2016 meeting.
The key features of IFRS 16 are as follows:
Lessee accounting
Lessees are required to recognise assets and liabilities for all leases with a term of more than 12 months,
unless the underlying asset is of low value.
A lessee measures right-of-use assets similarly to other non-financial assets and lease liabilities similarly
to other financial liabilities.
Assets and liabilities arising from a lease are initially measured on a present value basis. The
measurement includes non-cancellable lease payments (including inflation-linked payments), and also
includes payments to be made in optional periods if the lessee is reasonably certain to exercise an
option to extend the lease, or not to exercise an option to terminate the lease.
IFRS 16 contains disclosure requirements for lessees.
Lessor accounting
IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17. Accordingly, a lessor
continues to classify its leases as operating leases or finance leases, and to account for those two types
of leases differently.
IFRS 16 also requires enhanced disclosures to be provided by lessors that will improve information
disclosed about a lessor’s risk exposure, particularly to residual value risk.
IFRS 16 supersedes:
(a) IAS 17 Leases;
(b) IFRIC 4 Determining whether an Arrangement contains a Lease;
(c) SIC-15 Operating Leases—Incentives; and
(d) SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.
The new standard will be effective for annual periods beginning on or after 1 January 2019. Early application
is permitted, provided the new revenue standard, IFRS 15 Revenue from Contracts with Customers, has
been applied, or is applied at the same date as IFRS 16.
The standard will have an impact on the Group which is currently being assessed.
2.4 Significant accounting policies
a) Basis of consolidation
The consolidated financial statements incorporate the assets and liabilities of the Group at 31 December 2015 and
the results for the year then ended.
32
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
2. Summary of significant accounting policies
2.4 Significant accounting policies
a) Basis of consolidation (continued)
Subsidiaries are all those entities over which the Group has control. Control is achieved when the Group is
exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those
returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group
has:
Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of
the investee)
Exposure, or rights, to variable returns from its involvement with the investee
The ability to use its power over the investee to affect its returns
The effects of potential exercisable voting rights are considered when assessing whether control exists.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-
consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the Group 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 Group.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. Refer to the 'business
combinations' accounting policy for further details. 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.
Where the Group 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 Group 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.
b) Current versus non-current classification
The Group presents assets and liabilities in the statement of financial position based on current/non-current
classification. An asset is current when it is:
Expected to be realised or intended to be sold or consumed in the normal operating cycle
Held primarily for the purpose of trading
Expected to be realised within twelve months after the reporting period
Or
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.
It is expected to be settled in the 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
A liability is current when:
Or
There is no unconditional right to defer the settlement of the liability for at least twelve months after the
reporting period
The Group classifies all other liabilities as non-current.
33
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
2. Summary of significant accounting policies
2.4 Significant accounting policies (continued)
c) Business combinations
The acquisition method of accounting is used to account for business combinations regardless of whether
equity instruments or other assets are acquired.
The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity
instruments issued or liabilities incurred by the Group to former owners of the acquiree and the amount of any
non-controlling interest in the acquiree. For each business combination, the non-controlling interest in the
acquiree is measured at either fair value or at the proportionate share of the acquiree's identifiable net assets.
All acquisition costs are expensed as incurred to profit or loss.
On the acquisition of a business, the Group assesses the assets acquired and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic conditions, the
Group's operating or accounting policies and other pertinent conditions in existence at the acquisition-date.
Where the business combination is achieved in stages, the Group re-measures its previously held equity
interest in the acquiree at the acquisition-date fair value and the difference between the fair value and the
previous carrying amount is recognised in profit or loss.
Contingent consideration to be transferred by the Group is recognised at the acquisition-date fair value.
Subsequent changes in the fair value of contingent consideration classified as an asset or liability is recognised
in profit or loss. Contingent consideration classified as equity is not re-measured and its subsequent settlement
is accounted for within equity.
The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-
controlling interest in the acquiree and the fair value of the consideration transferred and the fair value of any
pre-existing investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-
existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain purchase
to the group, the difference is recognised as a gain directly in profit or loss by the group on the acquisition-
date, but only after a reassessment of the identification and measurement of the net assets acquired, the non-
controlling interest in the acquiree, if any, the consideration transferred and the Group's previously held equity
interest in the Group.
Business combinations are initially accounted for on a provisional basis. The Group retrospectively adjusts the
provisional amounts recognised and also recognises additional assets or liabilities during the measurement
period, based on new information obtained about the facts and circumstances that existed at the acquisition-
date. The measurement period ends on either the earlier of (i) 12 months from the date of the acquisition or (ii)
when the Group receives all the information possible to determine fair value.
d) Foreign currency translation
The financial report is presented in Australian dollars, which is the functional currency of the parent entity and
the presentation currency of the Group.
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.
34
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
2. Summary of significant accounting policies
2.4 Significant accounting policies
d) Foreign currency translation (continued)
Foreign operations
In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s
functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the
transactions. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at
the rates prevailing at the balance sheet date. Non-monetary items carried at fair value that are denominated in
foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-
monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences are recognised in profit or loss in the period in which they arise except for exchange
differences on monetary items receivable from or payable to a foreign operation for which settlement is neither
planned or likely to occur, which form part of the net investment in a foreign operation, and which are recognised
in the foreign currency translation reserve and recognised in profit or loss on disposal of the net investment.
On consolidation, the assets and liabilities of the Group’s foreign operations are translated into Australian dollars,
being the Group's presentation currency, at exchange rates prevailing on the balance sheet date. Income and
expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated
significantly during that period, in which case the exchange rates at the dates of the transactions are used.
Exchange differences arising, if any, are classified as equity and transferred to the Group's translation reserve.
Such exchange differences are recognised in profit or loss in the period in which the foreign operation is disposed.
e) Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and
the revenue can be reliably measured. The following specific recognition criteria must also be met before
revenue is recognised:
Rendering of services
Revenue is recognised where the contract outcome can be estimated reliably and control of the right to be
compensated for their service and the stage of completion can be reliably measured. Advance billings are
deferred and released in the appropriate period when the service is delivered. Prepayments are capitalised
and released in the appropriate period when service is delivered.
Barter transactions
The group periodically enters into barter transactions and revenue is recognised based on the requirements
of SIC 31.
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of
calculating the amortised cost of a financial asset and allocating the interest income over the relevant period
using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through
the expected life of the financial asset to the net carrying amount of the financial asset.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
35
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
2. Summary of significant accounting policies
2.4 Significant accounting policies (continued)
f) Taxes
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.
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 investments in subsidiaries, associates or
interests in joint ventures, and the timing of the reversal can be controlled and it is probable that the
temporary difference will not reverse in the foreseeable future.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets is 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.
Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition
at that date, are recognised subsequently if new information about facts and circumstances change. The
adjustment is either treated as a reduction in goodwill (as long as it does not exceed goodwill) if it was incurred
during the measurement period or recognised in profit and loss.
Other taxes
Revenues, expenses and assets are recognised net of the amount of associated VAT/GST, unless the
VAT/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 VAT/GST receivable or payable. The net
amount of VAT/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 VAT/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 VAT/GST recoverable from, or payable to,
the tax authority.
36
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
2. Summary of significant accounting policies
2.4 Significant accounting policies (continued)
g) Property, plant and equipment
Plant and equipment, leasehold improvements and equipment under finance lease are stated at cost less
accumulated depreciation and impairment. Cost includes expenditure that is directly attributable to the
acquisition of the item. In the event that settlement of all or part of the purchase consideration is deferred, cost
is determined by discounting the amounts payable in the future to their present value as at the date of
acquisition.
Depreciation is provided on property, plant and equipment. Depreciation is calculated using either straight line
or diminishing value based on the assessed appropriateness of each method for each entity within the
company. Leasehold improvements are depreciated over the period of the lease or estimated useful life,
whichever is the shorter. The estimated useful lives, residual values and depreciation method are reviewed at
the end of each annual reporting period, with the effect of any changes recognised on a prospective basis.
The following estimated useful lives are used in the calculation of depreciation:
Plant and equipment
Office equipment
Furniture and fittings
Leased plant and equipment
2-5 years
3-5 years
3-5 years
3-5 years
The useful lives are unchanged from the prior reporting period.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic
benefit to the Group. Gains and losses between the carrying amount and the disposal proceeds are taken to
profit or loss.
h) Leases
Leases are classified as finance leases when the terms of the lease transfer substantially all the risks and
rewards incidental to ownership of the leased asset to the lessee. All other leases are classified as operating
leases. Assets held under finance leases are initially recognised at their fair value or, if lower, at amounts
equal to the present value of the minimum lease payments, each determined at the inception of the lease. The
corresponding liability to the lessor is included in the balance sheet as a finance lease obligation. Lease
payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a
constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against
income.
Finance leased assets are amortised on a straight line basis over the estimated useful life of the asset.
Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except
where another systematic basis is more representative of the time pattern in which economic benefits from the
leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense
in the period in which they are incurred.
Lease incentives
In the event that lease incentives are received to enter into operating leases, such incentives are recognised
as a liability. The aggregate benefits of incentives are recognised as a reduction of rental expense on a straight-
line basis, except where another systematic basis is more representative of the time pattern in which economic
benefits from the leased asset are consumed.
37
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
2. Summary of significant accounting policies
2.4 Significant accounting policies (continued)
i) Intangible assets
Goodwill
Goodwill arising in a business combination is recognised as an asset at the date that control is acquired (the
acquisition date). Goodwill is measured as the excess of the sum of the consideration transferred, the amount
of any non-controlling interests in the acquiree, and the fair value of the Group’s previously held equity interest
in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the
liabilities assumed.
If, after reassessment, the Group’s interest in the fair value of the acquiree’s identifiable net assets exceeds
the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the
fair value of the Group’s previously held equity interest in the acquiree (if any), the excess is recognised
immediately in profit or loss as a bargain purchase gain.
Intangible assets acquired separately
Intangible assets acquired separately are recorded at cost less accumulated amortisation and impairment.
Amortisation is charged on a straight-line basis over their estimated useful lives. The estimated useful life and
amortisation method is reviewed at the end of each annual reporting period, with any changes in these
accounting estimates being accounted for on a prospective basis.
Internally-generated intangible assets – research and development expenditure
Expenditure on research activities is recognised as an expense in the period in which it is incurred. Where no
internally-generated intangible asset can be recognised, development expenditure is recognised as an
expense in the period as incurred.
An intangible asset arising from development (or from the development phase of an internal project) is
recognised if, and only if, all of the following have been demonstrated:
the technical feasibility of completing the intangible asset so that it will be available for use or sale;
the intention to complete the intangible asset and use or sell it;
the ability to use or sell the intangible asset;
how the intangible asset will generate probable future economic benefits;
the availability of adequate technical, financial and other resources to complete the development and to
use or sell the intangible asset;
the ability to measure reliably the expenditure attributable to the intangible asset during its development.
38
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
2. Summary of significant accounting policies
2.4 Significant accounting policies
i) Intangible assets (continued)
The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred
from the date when the intangible asset first meets the recognition criteria listed above. Subsequent to initial
recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and
accumulated impairment losses, on the same basis as intangible assets acquired separately.
Intangible assets acquired in a business combination
Intangible assets acquired in a business combination are identified and recognised separately from goodwill
where they satisfy the definition of an intangible asset and their fair values can be measured reliably.
Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost
less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets
acquired separately.
Acquired software
Software is not considered to have an indefinite life and is generally amortised over 3 - 5 years. If at any point
the software is no longer in use or continuing to generate future economic benefits it will be written down to
zero.
Intangible Assets with indefinite useful life
Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually, either
individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to
determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to
finite is made on a prospective basis.
j) Impairment of non-financial assets
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment
testing, goodwill is allocated to each of the Group’s cash-generating units expected to benefit from the
synergies of the combination. Cash-generating units (‘CGUs’) to which goodwill has been allocated are tested
for impairment annually, or more frequently when there is an indication that the unit may be impaired and these
CGU’s are not larger than an operating segment. If the recoverable amount of the cash-generating unit is less
than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill
allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of
each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.
The recoverable amount of a CGU is the higher of its fair value less costs of disposal and its value in use. The
Group bases its impairment calculations on detailed budget and forecast calculations which are prepared
separately for each CGU covering a period of five years. The first year of the period becomes the Annual
Budget for the Group for the following year. A further four years are extrapolated at projected growth rates for
both revenue and costs which management consider are appropriate for the business cycle and the markets
the CGUs operate in. The five year cashflows are discounted using a weighted average cost of capital
(‘WACC’). WACC calculations are made for each CGU based upon prevailing long-term bond rates and market
risk premiums. CGU-specific terminal multiples (‘TMs’) are applied to discounted fifth year cashflows. The TM
is derived from WACC rates and long-term growth rates (‘LTGR’) using Gordon’s Growth Formula.
Given the sensitivity of growth rates for both revenue and expenses due to stage of where the Group and the
markets for which it operates are at, a range of possible scenarios are modelled to assess the carrying value
of goodwill for impairment. These scenarios include: uplifts and downgrades of revenue assumptions and
WACC and LTGR rates above and below those calculated.
On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or
loss on disposal.
39
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
2. Summary of significant accounting policies
2.4 Significant accounting policies (continued)
k) Cash and cash equivalents
Cash comprises cash on hand and on demand deposits. Cash equivalents are short-term, highly liquid
investments that are readily convertible to known amounts of cash and which are subject to an insignificant
risk of changes in value. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.
l) 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 for direct client billings and 90 days for agency billings.
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 Group 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 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.
m) Trade and other payables
These amounts represent liabilities for goods and services provided to the Group 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 days of recognition.
n) Borrowings
Borrowings are recorded initially at fair value, net of transaction costs. Subsequent to initial recognition,
borrowings are measured at amortised cost with any difference between the initial recognised amount and the
redemption value being recognised in income over the period of the borrowing using the effective interest rate
method. All borrowing costs are recognised in profit or loss in the period in which they are incurred.
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.
o) 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 short-term and long-term borrowings.
40
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
2. Summary of significant accounting policies
2.4 Significant accounting policies (continued)
p) Provisions
Provisions are recognised when the company has a present obligation (legal or constructive) as a result of a
past event, it is probable that the company 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 reporting date, taking into account the risks and uncertainties surrounding the obligation. Where
a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is
the present value of those cash flows.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a
third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received
and the amount of the receivable can be measured reliably.
q) Employee benefits
Wages and salaries, annual leave and long service leave
A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave, long
service leave and sick leave when it is probable that settlement will be required and they are capable of being
measured reliably. Liabilities recognised in respect of employee benefits expected to be settled within 12
months, are measured at their nominal values using the remuneration rate expected to apply at the time of
settlement. Liabilities recognised in respect of employee benefits which are not expected to be settled within
12 months are measured as the present value of the estimated future cash outflows to be made by the Group
in respect of services provided by employees up to reporting.
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed when incurred.
Share-based payments
The Group measures the cost of equity settled transactions with employees and other parties based on the
fair value of the equity provided at the grant date.
Where it is with employees in relation to performance payments in the future, the fair value is estimated based
on an estimation of the probability of all performance criteria being met. This value is then used to discount the
current value of the equity to determine an appropriate amount to be expensed each period until the vesting
date. The estimate will have no impact on the carrying amount of the assets or liabilities of the company but
may impact the value of expenses and equity in the current and future periods.
Market conditions are taken into consideration in determining fair value. Therefore any awards subject to
market conditions are considered to vest irrespective of whether or not that market condition has been met,
provided all other conditions are satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not
been made. An additional expense is recognised, over the remaining vesting period, for any modification that
increases the total fair value of the share-based compensation benefit as at the date of modification.
41
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
2. Summary of significant accounting policies
2.4 Significant accounting policies
q) Employee benefits (continued)
If the non-vesting condition is within the control of the Group or employee, the failure to satisfy the condition is
treated as a cancellation. If the condition is not within the control of the Group or employee and is not satisfied
during the vesting period, any remaining expense for the award is recognised over the remaining vesting
period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any
remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled
award, the cancelled and new award is treated as if they were a modification.
r) Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction,
net of tax, from the proceeds.
s) Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of iCar Asia Limited and
Controlled Entities, 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.
3. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and
assumptions that affect the reported amounts in the financial statements. Management continually evaluates
its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses.
Management bases its judgements, estimates and assumptions on historical experience and on other various
factors, including expectations of future events, management believes to be reasonable under the
circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results.
The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are
discussed below.
42
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
3. Critical accounting judgements, estimates and assumptions (continued)
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the
equity instruments at the date at which they are granted. The fair value is determined by using an appropriate time
framed VWAP of iCar Asia shares traded on the ASX at the grant date taking into account the terms and conditions
upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled
share-based payments would have no impact on the carrying amounts of assets and liabilities within the next
annual reporting period but may impact profit or loss and equity.
Provision for impairment of receivables
The provision for impairment of receivables assessment requires a degree of estimation and judgement. The level
of provision is assessed by taking into account the recent sales experience, the ageing of receivables, historical
collection rates and specific knowledge of the individual debtors’ financial position.
Estimation of useful lives of assets
The Group determines the estimated useful lives and related depreciation and amortisation charges for its property,
plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of
technical innovations or some other event. The depreciation and amortisation charge will increase where the useful
lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been
abandoned or sold will be written off or written down.
Goodwill and other indefinite life intangible assets
The Group tests annually, or more frequently if events or changes in circumstances indicate impairment, whether
goodwill and other indefinite life intangible assets have suffered any impairment, in accordance with the accounting
policy stated in note 2.4 j). 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.
Business combinations
As discussed in note 2.4 c), business combinations are initially accounted for on a provisional basis. The fair value
of assets acquired, liabilities and contingent liabilities assumed are initially estimated by the Group taking into
consideration all available information at the reporting date. Fair value adjustments on the finalisation of the
business combination accounting is retrospective, where applicable, to the period the combination occurred and
may have an impact on the assets and liabilities, depreciation and amortisation reported.
4. Operating segments
Identification of reportable segments
The Group identifies the chief operating decision maker (‘CODM’) as the executive management team. Information
reported to the executive management team for the purposes of resource allocation and assessment of performance
is more specifically focused on the geographic location of services provided. The company operates in only one
business segment which is the advertising segment.
The accounting policies adopted for internal reporting to the CODM are consistent with those adopted in the
financial statements.
The company's reportable segments are as follows: (No operating segments have been aggregated to form the
reportable segments.)
Malaysia
Indonesia
Thailand
Corporate
43
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
4. Operating segments (continued)
Intersegment transactions
Intersegment transactions were made at market rates. Intersegment transactions are eliminated on consolidation.
Allocation of resources between segments
All assets are allocated to reportable segments except deferred tax assets as these are not recognised.
All liabilities are allocated to reportable segments except deferred tax liabilities.
Major customers
Revenue is generated from external customers. The Group does not have a major customer that contributes 10% or
more to the Group's revenue.
Operating segment information
Consolidated - 2015
Malaysia
$
Indonesia
$
Thailand
$
Corporate
$
Revenue
Sales
Other revenue
3,635,615
152,462
1,087
2,446,695
41,717
Total sales revenue
3,635,615
153,549
2,488,412
-
-
-
Operating expenses
Loss before Interest, tax,
depreciation and
amortisation
(5,178,164)
(3,502,963)
(3,352,888)
(5,698,872)
(1,542,549)
(3,349,414)
(864,476)
(5,698,872)
Depreciation and amortisation
Impairment of assets
Interest income
Interest expense
(543,766)
-
2,164
(42,605)
(7,642)
-
-
-
(339,959)
-
684
-
(495,831)
-
345,067
-
(2,126,756)
(3,357,056)
(1,203,751)
(5,849,636)
Intersegment
eliminations/
unallocated
$
Total
$
-
-
-
-
-
-
-
-
-
-
6,234,772
42,804
6,277,576
(17,732,887)
(11,455,311)
(1,387,198)
-
347,915
(42,605)
(12,537,199)
-
(12,537,199)
Loss before income tax
expense
Income tax expense
Loss after income tax
expense
Assets
Segment assets
Total assets
Liabilities
Segment liabilities
Total liabilities
3,314,919
658,084 20,754,797 20,386,047
-
45,113,847
1,462,662
762,127
439,811
1,116,019
-
45,113,847
3,780,619
3,780,619
44
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
4. Operating segments (continued)
Consolidated - 2014
Revenue
Sales
Total sales revenue
Operating expenses
Loss before Interest, tax,
depreciation and
amortisation
Depreciation and
amortisation
Impairment of assets
Interest income
Interest expense
Loss before income tax
expense
Income tax expense
Loss after income tax
expense
Assets
Segment assets
Total assets
Liabilities
Segment liabilities
Total liabilities
5. Revenue
Sales
Other revenue
Total sales revenue
Interest Revenue
Malaysia
$
Indonesia
$
Thailand
$
Corporate
$
Intersegment
eliminations/
unallocated
$
Total
$
2,126,078
2,126,078
105,268
105,268
582,900
582,900
-
-
(4,727,711)
(2,590,363)
(3,042,941)
(5,644,575)
(2,601,633)
(2,485,095)
(2,460,041)
(5,644,575)
(434,442)
(91,346)
(106,819)
(130,146)
-
1,561
(49,853)
(3,040,688)
-
-
-
3,950
-
-
424,850
-
(3,084,367)
(5,617,129)
(2,562,910)
(5,349,871)
-
-
-
-
-
-
-
-
-
2,814,246
2,814,246
(16,005,590)
(13,191,344)
(762,753)
(3,040,688)
430,361
(49,853)
(16,614,277)
(85,653)
(16,699,930)
5,672,377
398,695
20,783,764
13,908,273
-
40,763,109
2,340,496
813,725
835,111
2,010,689
-
40,763,109
6,000,021
6,000,021
Consolidated
2015
$
2014
$
6,234,772
42,804
6,277,576
2,814,246
2,814,246
347,915
430,361
-
-
6,625,491
3,244,607
-
-
45
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
6. Expenses
Loss before income tax includes the following
specific expenses:
Depreciation
Leasehold improvements
Plant and equipment
Fixtures and fittings
Consolidated
2015
$
2014
$
106,738
209,960
24,975
33,909
177,230
15,267
Total depreciation
-
-
341,673
226,406
Amortisation
Websites, domain names, trademarks and
other intangibles
Impairment of assets
Total depreciation, amortisation and
impairment
Finance costs
Interest and finance charges paid/payable
Employment and related expenses
Salaries and wages
Super and pension related
Commissions
Other employment benefits
Share based payments - equity settled
Incentives/Bonus
1,045,525
536,347
-
3,040,688
-
-
1,387,198
3,803,441
42,605
49,853
5,440,394
529,733
363,497
554,312
874,806
965,421
3,560,347
122,344
91,100
231,589
924,694
852,692
Total employment and related expenses
-
-
8,728,163
5,782,766
There are currently 294 full-time employees (2014: 344).
46
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
7. Income tax expense
Income tax recognised in profit or loss
Current tax
Current tax expense/(benefit) in respect of the current year
Under/(Over) provision of prior year tax
Deferred tax
Deferred tax expense recognised in the current year
Total income tax expense/(benefit) recognised in the current year
The income tax expense for the year can be reconciled to the accounting loss as
follows:-
Loss before tax from operations
Income tax expense calculated at 30% (2014: 30%)
Effect of different tax rates of subsidiaries operating in other jurisdictions
Temporary differences – accruals and provisions
Deductible costs relating to share issue expenses
Effect of unused tax losses and tax offsets not recognised as deferred tax assets
Tax losses of a revenue nature
Deductible transaction costs arising on shares issued
Consolidated
2015
$
2014
$
-
85,653
-
-
-
85,653
-
-
-
-
-
-
(12,537,199)
(16,614,277)
(3,761,160)
625,618
(4,984,283)
482,003
(40,789)
197,682
(180,082)
3,356,413
(285,777)
4,676,028
-
85,653
9,923,943
556,035
6,567,530
375,953
10,479,978
6,943,483
The above potential tax benefit has not been recognised in the statement of financial position as in the opinion of the
directors the recovery of this benefit is uncertain due to insufficient sources of taxable income to utilise the losses
and/or future deductions.
8. Current assets - cash and cash equivalents
Cash at bank
Cash on deposit
Consolidated
2015
$
1,524,244
16,985,138
2014
$
7,976,510
7,385,125
-
- 18,509,382
15,361,635
47
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
9. Current assets - trade and other receivables
Trade receivables
Consolidated
2015
$
2014
$
975,082
1,036,411
The average credit period on rendering of services is 30 days for direct client billings and 90 days for agency
billings. The Group does not charge interest on trade receivables for amounts owing past due date neither does it
hold collateral over these balances. A provision for doubtful debts has been provided for estimated irrecoverable
trade receivables past credit period determined by reference to past default experience and the change in quality
of trade receivables.
The carrying amounts of trade receivable are assumed to approximate their fair value due to their short term
nature.
Impairment of receivables
The Group has recognised a loss of $22,137 (2014: $31,395) in profit or loss in respect of impairment of receivables
for the year ended 31 December 2015.
Past due but not impaired
Customers with balances past due but without provision for impairment of receivables amount to $171,153 as at
31 December 2015 ($377,033 as at 31 December 2014).
The Group did not consider a credit risk on the aggregate balances after reviewing credit terms of customers based
on recent collection practices.
The ageing of the past due but not impaired receivables are as follows:
0-30 days
31-60 days
61-90 days
90 plus days
Doubtful debts reconciliation
As at 1 January 2014
Charge for the year
Utilised
Unused amounts reversed
At 31 December 2014
Charge for the year
Utilised
Unused amounts reversed
At 31 December 2015
Consolidated
2015
$
120,420
41,292
9,441
-
2014
$
136,672
113,912
116,381
10,068
-
-
171,153
377,033
$
-
31,395
-
-
31,395
22,137
(31,395)
-
22,137
48
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
10. Current assets - other
Prepayments
Other deposits
Accrued interest and GST receivable
Consolidated
2015
$
432,044
267,422
663,303
2014
$
292,330
202,770
194,790
-
-
1,362,769
689,890
11. Non-current assets - property, plant and equipment
Consolidated
Leasehold improvements - at cost
Less: Accumulated depreciation and impairment
Plant and equipment - at cost
Less: Accumulated depreciation and impairment
Furniture and fittings - at cost
Less: Accumulated depreciation and impairment
-
-
-
-
2015
$
448,586
(275,900)
-
172,686
1,364,867
(1,101,088)
-
263,779
171,648
(127,313)
44,335
-
-
2014
$
296,524
(174,550)
121,974
1,255,480
(898,856)
356,624
156,063
(100,667)
55,396
480,800
533,994
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set
out below:
49
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
11. Non-current assets - property, plant and equipment (continued)
Consolidated
Balance at 1 January 2014
Additions
Movement to Other Intangibles*
Additions from business combinations
Impairment
Exchange differences
Depreciation expense
Balance at 31 December 2014
Additions
Exchange differences
Depreciation expense
Leasehold
improvements
$
Plant and
equipment
$
Furniture and
fittings
$
130,939
24,017
-
21,319
(40,946)
20,554
(33,909)
121,974
159,811
(2,361)
(106,738)
486,736
284,414
(151,100)
61,845
(127,503)
(20,538)
(177,230)
356,624
93,876
23,239
(209,960)
50,279
18,712
-
10,890
(10,405)
1,187
(15,267)
55,396
16,594
(2,680)
(24,975)
Total
$
667,954
327,143
(151,100)
94,054
(178,854)
1,203
(226,406)
533,994
270,281
18,198
(341,673)
Balance at 31 December 2015
172,686
263,779
44,335
480,800
*Transfer of website costs
12. Non-current assets- Intangibles and Goodwill
Goodwill - at cost
Other intangible assets - at cost
Less: Accumulated amortisation and impairment
Consolidated
2015
$
2014
$
17,192,743
- 17,192,743
17,034,220
17,034,220
8,604,362
(2,036,675)
-
6,567,687
7,137,423
(1,030,494)
6,106,929
- 23,760,430
23,141,149
-
-
-
50
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
12. Non-current assets- Intangibles and Goodwill (continued)
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are
set out below:
Consolidated
Balance at 1 January 2014
Additions
Additions through business combinations
(note 6)
Impairment
Exchange differences
Amortisation expense
Balance at 31 December 2014
Additions
Exchange differences
Amortisation expense
Goodwill
Other
intangibles
acquired
$
$
Other
intangibles
Internally
generated
$
Total
$
4,701,600
-
1,586,758
-
385,269
1,388,244
6,673,627
1,388,244
14,632,640
3,492,100
-
18,124,740
(2,545,710)
245,690
-
17,034,220
-
158,523
-
(316,124)
107,029
(415,185)
4,454,578
-
109,964
(656,877)
-
-
(121,162)
(2,861,834)
352,719
(536,347)
1,652,351
1,539,924
(143,605)
(388,648)
23,141,149
1,539,924
124,882
(1,045,525)
Balance at 31 December 2015
17,192,743
3,907,665
2,660,022
23,760,430
Goodwill of $15,417,836 (2014: $15,087,427) is allocated to the Thailand cash generating unit after adjusting for
foreign exchange rates at the balance sheet date.
Goodwill of $1,774,907 (2014: $1,946,793) is allocated to the Malaysian cash generating unit after adjusting for
foreign exchange rates at the balance sheet date.
Goodwill is allocated for impairment testing purposes to the Indonesia cash generating unit with a carrying value
of $nil (2014: $nil) as a result of an impairment in 2014.
Evo license (Malaysia)
Autospinn.com website (Thailand)
One2Car.com brand (Thailand)
One2Car.com customer base (Thailand)
Intangibles- Customer Relationship Management Platform
Intangibles-Websites and App development
Intangibles-Other
Consolidated
2015
$
2014
$
-
539,398
2,223,080
1,145,189
2,038,835
467,589
153,596
6,567,687
359,891
602,587
2,162,528
1,329,572
1,169,649
357,526
125,176
6,106,929
The life of the One2car.com brand intangible assets is indefinite as it is the intention of the Group to always operate
the One2car.com brand due its market reputation and high levels of unpaid online traffic. Autospinn.com is amortised
over 10 years. The one2car.com customer base intangible asset has a life of 6 years reflecting historical customer
churn. Internally-generated intangible assets are amortised over 3-5 years.
51
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
12. Non-current assets- Intangibles and Goodwill (continued)
The Group performed its annual impairment test at 31 December 2015. The Group considers the relationship between
its market capitalisation and its book value, among other factors, when reviewing for indicators of impairment. As at
31 December 2015, the market capitalisation of the group was above the book value of its equity and therefore not
an indicator of impairment.
Following accounting policy 2.4 j) the recoverable amount of the cash generating units was determined based on a
value in use calculation.
The 5 year Group cashflows assume that revenues rise significantly year on year due to increased penetration of
the used and new car market, the continued migration of advertising monies from offline to online and a strong
ASEAN automotive advertising market. Long term growth rates were set by country reflecting relative long-term
GDP growth, consequent rise in car ownership and iCar’s market leadership positions.
Management have determined the appropriate WACC discount rate and long-term growth rates (‘LTGR’) for each of
the CGU’s as follows:
Malaysia
Thailand
Indonesia
WACC rate
14.5%
13.6%
20.7%
Long term growth rates
3%
3%
5%
The CGU's are equivalent to the reportable segments.
The Malaysian CGU includes the exploitation of Carlist, Live Life Drive and Evo assets. The Thailand CGU includes
the exploitation of One2car, Thaicar and Autospinn assets. The Indonesia CGU includes the exploitation of the
Mobil123 asset.
Thailand and Malaysia CGU’s
For the Malaysia and Thailand CGU’s the WACC and LTGR rates used did not indicate impairment. Scenarios of 10%
revenue upgrade and downgrade were analysed. WACC and LTGR scenarios of 8% to 20% and 1% to 5%
respectively were analysed (varying by market). The scenarios did not indicate impairment.
Management believes that any reasonably possible change in the key assumptions on which the recoverable amount
is based would not cause the aggregated carrying amount to exceed the aggregate recoverable amount of each cash
generating unit.
Indonesia CGU
In the prior year goodwill, intangibles, and property plant and equipment were fully impaired. New intangibles and
property, plant and equipment have been capitalised in the current year.
For the Indonesian CGU, the WACC and LTGR rates used did not indicate impairment. The amount by which the
recoverable amount exceeds the carrying amount of the CGU is $2.0m. However if in isolation the revenue growth
rate would decrease by 10% then the recoverable amount would be equal to the carrying amount of the Indonesian
CGU. Due to the adequate coverage in the base scenario and the early stage of monetisation in Indonesia it is not
considered that an impairment exists.
52
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
13. Current liabilities - trade and other payables
Trade payables and accruals
Billings in advance
Deferred consideration
Consolidated
2015
$
1,752,683
423,503
-
2014
$
2,093,072
707,690
1,682,154
-
-
2,176,186
4,482,916
Refer to note 20 for further information on financial instruments.
The average credit period on purchases is normally 30 to 60 days. No interest is payable on trade payables. The
consolidated entity has financial risk management in place to ensure that all payables are paid within the credit time
frame.
The deferred consideration in the prior year included $706,544 in relation to the acquisition of DQBP Sdn Bhd which
was completed on 8 March 2013. It was paid in cash and shares on 18 March 2015. The remainder ($975,610) is in
relation to the One2Car transaction on 11 December 2014, this amount was paid on 22 January 2015.
14. Current liabilities - provisions
Employee benefits
Staff incentives and bonuses
Other
Consolidated
2015
$
55,803
876,056
186,532
2014
$
169,714
633,862
176,464
-
-
1,118,391
980,040
The employee benefits category is composed of the compensated annual leave provision for the year which has
reduced year on year with the implementation of polices to reduce carried forward leave. The 2015 carried forward
balance will be utilised by March 2016 in line with company leave policies.
The staff incentives and bonuses provision is expected to be paid to employees by the end of March 2016.
The other provision category are provisions for withholding and VAT taxes in Indonesia.
Movements in provisions
Movements in each class of provision during the current financial year are set out below:
53
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
14. Current liabilities – provisions (continued)
Employee Staff incentives
Benefits
& bonuses
Other
Consolidated - 2015
Carrying amount at the start of the year
Additional provisions recognised /
foreign exchange differences
Amounts used
$
$
169,714
633,862 176,464
361,962
1,208,044
10,068
(475,873)
(965,850)
-
Carrying amount at the end of the year
-
55,803
876,056
186,532
15. Non-current liabilities - borrowings
Hire purchase
Shareholder loans
Consolidated
2015
$
2014
$
6,717
479,325
11,321
525,744
-
-
486,042
537,065
Refer to note 20 for further information on financial instruments.
In 2012 a loan of RM 1,500,000 equivalent to $479,325 as at 31 December 2015 was advanced to the group from a
shareholder of Auto Discounts Sdn Bhd. Interest is charged at a rate of 8% per annum for the 5 years term of the
loan generating an interest expense of $42,605 in 2015 Financial Year – see Note 6 Expenses. Interest is payable
annually by 31 May. The shareholder loan is unsecured and is repayable in full in 2017.
Hire purchase are loans generated from the financing of company cars for the Group. The hire purchase loan is
unsecured.
16. Equity - issued capital
Consolidated
Consolidated
2015
Shares
2014
Shares
2015
$
2014
$
Ordinary shares - fully paid
247,915,348
217,769,656
89,328,100
70,188,628
54
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
16. Equity - issued capital (continued)
Movements in ordinary share capital
Details
Date
No of shares
$
Balance
Issue of shares - carsales.com Ltd
Issue of shares - STI to employees
Issue of shares - directors remuneration
Issue of shares - carsales.com Ltd
Issue of shares - employees
Issue of shares - business purchase One2car.com
Issue of shares - Vendor of One2car.com
Issue of shares - Share Purchase Plan
Share issue costs
Balance
Issue of shares - STI/LTI to employees
Issue of shares - Live Life Drive acquisiton
Issue of shares - Directors remuneration 2014 year
Issue of shares - Share placement
Issue of shares - STI to employee
Issue of shares - Share rights issue
Issue of shares - carsales.com share issue
Share issue costs
Balance
Ordinary shares
1 January 2013
5 March 2014
30 April 2014
10 June 2014
27 June 2014
14 August 2014
20 November 2014
12 December 2014
12 December 2014
31 December 2014
13 March 2015
18 March 2015
3 June 2015
10 July 2015
10 July 2015
4 August 2015
18 August 2015
184,667,041
7,179,240
543,553
397,340
215,000
186,672
19,100,000
3,374,382
2,106,428
217,769,656
476,631
346,420
209,830
17,692,308
200,000
5,379,503
5,841,000
36,854,151
7,179,240
581,602
260,023
140,698
300,000
21,000,000
3,036,944
1,921,000
(1,085,030)
70,188,628
340,464
379,848
260,000
11,500,000
136,000
3,496,677
3,796,650
(770,167)
31 December 2015
247,915,348
89,328,100
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.
Capital risk management
The group manages its capital to ensure that entities in the group will be able to continue as a going concern while
maximising the return to stakeholders through the optimisation of debt and equity balance.
The group's capital risk management policy remains unchanged from the 31 December 2014 Annual Report. The
capital structure of the group includes equity attributable to equity holders of the parent, comprising issued capital,
reserves and retained earnings. The group operates in various countries, primarily through subsidiary companies
established in the markets in which the group operates.
The group has sufficient cash to fund operating cash flows to maintain its current level of operations as well as to
make the routine outflows of tax and the payment of any earn outs under contract. The group is not subject to any
externally imposed capital requirements.
55
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
17. Equity - reserves
Foreign currency reserve
Share-based payments reserve
Equity reserves
Consolidated
Balance at 1 January 2014
Foreign currency translation
Shares issued during the year
Shares to be issued in lieu of directors
remuneration
Shares to be issued in lieu of LTI*
Shares to be issued in lieu of STI
Balance at 31 December 2014
Foreign currency translation
Shares issued during the year
Shares to be issued in lieu of directors
remuneration
Shares to be issued in lieu of LTI
Shares to be issued in lieu of STI
Consolidated
2015
$
2014
$
(212,199)
1,078,144
(10,965,292)
(11,217)
909,295
(10,965,292)
-
-
(10,099,347)
(10,067,214)
Foreign
currency
reserve
$
Share-
based
payments
reserve
$
(238,149)
226,932
-
650,700
-
(550,700)
-
-
-
260,000
253,628
295,667
(11,217)
(200,982)
-
-
-
-
909,295
-
(627,027)
300,000
143,880
351,996
Equity
reserves1
$
(10,965,292)
-
-
-
-
-
(10,965,292)
-
-
-
-
-
Total
$
(10,552,741)
226,932
(550,700)
260,000
253,628
295,667
(10,067,214)
(200,982)
(627,027)
300,000
143,880
351,996
Balance at 31 December 2015
(212,199)
1,078,144
(10,965,292)
(10,099,347)
* For financial year 2014 and 2015
1This is a consolidation adjustment relating to investment in Auto Discount Sdn. Bhd. (now iCar Asia Sdn. Bhd.)
18. Equity - accumulated losses
Consolidated
2015
$
2014
$
Accumulated losses at the beginning of the
financial year
Loss after income tax expense for the year
Accumulated losses at the end of the financial
year
-
-
(25,358,326)
(8,658,396)
(12,537,199)
(16,699,930)
-
-
(37,895,525)
(25,358,326)
56
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
19. Equity - dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
20. Financial instruments
Financial risk management objectives
The group's activities expose it to a variety of financial risks: market risk (including foreign currency risk and interest
rate risk), credit risk and liquidity risk. The group does not enter into or trade financial instruments, including derivative
financial instruments, for speculative purposes.
Market risk
Foreign currency risk
The group is mainly exposed to Malaysian Ringgit (MYR), Indonesian Rupiah (IDR) and Thai Baht (THB) as a result
of the operation of its subsidiaries in those markets. Foreign currency risk arises when future commercial transactions
and recognised financial assets and liabilities are denominated in a currency that is not the entity's functional currency.
As there is no material exposure to foreign currency risk within the financial assets and financial liabilities outside of
each operating entity's functional currency, no sensitivity analysis has been prepared.
Interest rate risk
The group's exposure to interest rate risk is limited to the movement in interest rates in terms of its cash held at bank.
Consolidated
Cash at bank
Net exposure to cash flow interest
rate risk
2015
2014
Weighted
average
interest
rate
%
Balance
Weighted
average
interest rate
Balance
$
%
$
2.40
18,509,382
2.92
15,361,635
18,509,382
15,361,635
An analysis by remaining contractual maturities is shown in 'liquidity and interest rate risk management' below.
Consolidated - 2015
Basis points increase
Effect
on profit
before
tax
Basis
points
change
Effect on
equity
Basis points decrease
Basis
points
change
Effect on
profit
before tax
Effect on
equity
Cash at bank
50
72,582
-
50
(72,582)
-
Consolidated - 2014
Basis points increase
Effect
on profit
before
tax
Basis
points
change
Effect on
equity
Basis points decrease
Basis
points
change
Effect on
profit
before tax
Effect on
equity
Cash at bank
50
72,898
-
50
(72,898)
-
57
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
20. Financial instruments (continued)
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to
the group. The group has adopted a policy of generally dealing with reputable counterparties as a means of
mitigating the risk of financial loss from defaults.
Trade receivables consist of a large number of customers and ongoing credit evaluation is performed on the accounts
regularly. The group does not have any significant credit risk exposure to any single counterparty or any group of
counterparties. The carrying amount of financial assets recorded in the financial statements, net of any allowance for
losses, represents the group's maximum exposure to credit risk.
Liquidity risk
Ultimate responsibility for liquidity risk management rests with Board of Directors, who have built an appropriate
liquidity risk management framework for the management of the group's short, medium and long- term funding,
servicing and repayment of the shareholder loan (see Note 15 Non-current liabilities-borrowings) and liquidity
management requirements. The group manages liquidity by maintaining adequate reserves and by continuously
monitoring forecast and actual cash flows and matching the maturity profiles of financial assets with financial
liabilities.
Remaining contractual maturities
The following tables detail the group's remaining contractual maturity for its financial instrument liabilities. The tables
have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which
the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as
remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of
financial position.
Consolidated - 2015
Non-derivatives
Non-interest bearing
Trade payables
Interest bearing
Shareholder Loan
Total non-derivatives
Consolidated - 2014
Non-derivatives
Non-interest bearing
Trade payables
Deferred consideration
Interest bearing
Shareholder Loan
Total non-derivatives
Weighted
average
interest
rate
%
-
8%
Weighted
average
interest
rate
%
1 year or
less
Between
1 and 2
years
Between
2 and 5
years
Over 5
years
Remaining
contractual
maturities
$
$
$
$
$
901,838
-
-
901,838
479,325
479,325
-
-
-
-
-
901,838
479,325
-
1,381,163
1 year or
less
Between
1 and 2
years
Between
2 and 5
years
Over 5
years
Remaining
contractual
maturities
$
$
$
$
$
-
-
8%
1,256,502
1,682,154
-
2,938,656
-
-
-
0
-
-
525,744
525,744
-
-
-
0
1,256,502
1,682,154
525,744
3,464,400
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually
disclosed above.
58
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
20. Financial instruments (continued)
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value. The carrying amounts
of trade receivables and trade payables are assumed to approximate their fair values due to their short-term nature.
The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current
market interest rate that is available for similar financial instruments.
21. Key management personnel disclosures
Directors
The following persons were directors of the Group during the financial year:
Patrick Grove
Lucas Elliott
Shaun Di Gregorio
Mark Britt
Cameron McIntyre
Ajay Bhatia
Non-executive
Non-executive
Non-executive
Non-executive
Non-executive
Non-executive
Other key management personnel
The following persons also had the authority and responsibility for planning, directing and controlling the major
activities of the Group, directly or indirectly, during the financial year:
Damon Rielly
Joe Dische
Joey Caisse
Chief Executive Officer
Chief Financial Officer
Chief Business Development Officer
Compensation
The aggregate compensation made to directors and other members of key management personnel of the Group
is set out below and are the amounts recognised as an expense in the reporting period.
Short-term employee benefits
Post-employment benefits
Other long-term benefits
Termination benefits
Share-based payments
Consolidated
2015
$
1,055,687
-
-
-
931,877
2014
$
824,170
-
-
-
924,694
-
-
1,987,564
1,748,864
There were no share options or tax deferred shares granted during the year. Share-based payments refer to
short-term and long term incentives for key management personnel and director remuneration. See the
Remuneration Report for further information.
59
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
22. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by Ernst & Young, the
auditor of the company:
Audit services - Ernst & Young
Audit or review of the financial statements
Other services - Ernst & Young
Consolidated
2015
$
2014
$
206,800
189,200
12,136
6,600
218,936
195,800
The fees paid to Ernst & Young for the group audit are inclusive of auditing the financial accounts of the subsidiaries
and their respective local annual reports. The fees are not allocated.
The Other services provided by Ernst & Young in the year comprised of transfer pricing advice.
23. Contingent liabilities
There are various claims that arise in the ordinary course of business against the Group and its subsidiaries. The
amounts of any liability (if any) at 31 December 2015 cannot be ascertained and the Group believes that any
resulting liability would not materially affect the position of the group.
24. Commitments
Lease commitments - operating
Committed at the reporting date but not recognised as liabilities, payable:
Within one year
One to five years
Consolidated
2015
$
2014
$
371,056
305,920
676,976
351,160
222,310
573,470
Operating lease commitments relate to premises occupied by the group with lease terms currently still available of
less than 5 years. The group does not have an option to purchase the premises at the expiry of the lease period.
The date that the premises leases terminate are as follows: Malaysia - May 2016 to December 2017, Thailand –
June 2016 and Indonesia - November 2019.
The lease payments recognised in the profit and loss in 2015 were $376,405 (2014: $193,345).
60
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
25. Related party transactions
Parent entity
iCar Asia Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 28.
Key management personnel
Disclosures relating to key management personnel are set out in the remuneration report in the directors' report.
Transactions with related parties
During the year the Group purchased the following services from carsales.com Ltd (a major shareholder in iCar
Asia Limited):
$15,600 of services from Redbook (Automated Data Services Pty Ltd, an 100% subsidiary of
carsales.com Limited)
$94,870 of services from carsales.com Limited for content acceleration and content delivered image
services
$34,578 reimbursement of travelling expense incurred by Directors of the Group who are also employees
of carsales.com Limited
During the year the Group purchased company secretarial services to a value of $63,960 from Australian Company
Secretaries Pty Ltd, the principal of which is Nick Geddes who acted as Company Secretary throughout the year.
Director and director-related entities hold directly, indirectly or beneficially interests of 122,436,781 (2014:
116,105,387) in the ordinary shares of the company as at the reporting date.
During the year the Group entered into Media barter transactions to a value of $193,786 with iProperty Group. P
Grove and L Elliott are Directors of both iProperty Group and the Group. Together P Grove and L Elliott have a
relevant interest in securities of the Group held by Catcha Media Berhad and Catcha Group Pte Ltd totalling
70,926,948.
Receivable from and payable to related parties
There was a payable to Redbook (Automated Data Services Pty Ltd, an 100% subsidiary of carsales.com Ltd)
for $1,300 in relation to services at the end of the current reporting period. The transaction is on normal
commercial terms. There were no trade receivables from or trade payables to related parties at the previous
reporting date.
Loans to/from related parties
There were no balances outstanding at the current or previous reporting date in relation to loans with related
parties.
26. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Loss after income tax
Total comprehensive income
61
Parent
2015
$
2014
$
(1,512,904)
(2,398,246)
(1,512,904)
(2,398,246)
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
26. Parent entity information (continued)
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in
note 2, except for the following:
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity
Investments in associates are accounted for at cost, less any impairment, in the parent entity
Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may
be an indicator of an impairment of the investment
Statement of financial position
Parent
2015
$
2014
$
17,264,326
14,103,672
86,348,697
67,973,567
419,375
1,136,651
419,375
1,578,695
85,929,322
66,394,872
89,328,100
1,558,447
(4,957,225)
70,188,628
66,744
(3,860,500)
85,929,322
66,394,872
Total current assets
Total assets
Total current liabilities
Total liabilities
Net Assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
27. Business combinations
Livelifedrive.com
On 7 January 2013, the Group entered into an agreement to acquire 100% of DQBP Sdn Bhd, owner of the website
and magazine "Live Life Drive" in Malaysia, and the deal was completed on 8 March 2013. On 29 January 2015,
MYR 1,000,000 (equivalent to $346,200) was paid in cash and on 13 March 2015, MYR 1,000,000 (equivalent to
$379,848) was paid in shares.
The accounting for this acquisition was finalised in the prior year and the MYR 5,500,000 consideration generated
a goodwill balance of $1,921,603. Goodwill is attributable to revenue growth and increased customer engagement.
As at the balance sheet date, goodwill had been revalued for changes in foreign exchange rates.
62
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
27. Business combinations (continued)
One2car.com
On 10 November 2014 the group entered into agreements to acquire 100% of One2Car Co Ltd, the owner of the
website One2car.com and the transaction was completed on 11th December 2014.
The total consideration was Thai Baht 500 million, equivalent to $18,097,925 in a mixture of cash and shares.
Equivalent $14,085,371 was paid in cash and equivalent $3,036,944 in iCar Asia shares in December 2014. Thai
Baht 26,000,000, equivalent to $975,610 was paid on 22 January 2015. The latter payment was made directly to
staff of One2car.com as mandated under the Share Sale Agreement. The accounting for this acquisition has been
finalised.
Value of assets acquired at acquisition date:
Brand
Customer base
Net assets
Goodwill
$
2,162,528
1,329,572
59,993
14,545,832
18,097,925
As at 31 December 2015, goodwill is equivalent to $14,953,120 due to foreign exchange movements.
The Group recognised $509,035 of restructuring and related reorganisation expenses during the period. The costs
were as follows:
Administration and related expenses
Employment related expenses
Premises and infrastructure expenses
The payment for severance and related benefits cost was completed on 22 January 2015.
$
26,791
468,608
13,636
509,035
63
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
28. Subsidiaries (continued)
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in
accordance with the accounting policy described in note 1:
Name of entity
iCar Asia Pte Ltd
Netyield Sdn Bhd
iCar Asia Sdn Bhd
PT Mobil Satu Asia
iCar Asia (Thailand) Limited *
DQBP Sdn Bhd
O2C Holdings (Thailand) Co. Ltd
Perfect Scenery Ventures Limited
One2Car Co., Ltd
Equity holding
Country of
incorporation
Singapore
Malaysia
Malaysia
Indonesia
Thailand
Malaysia
Thailand
British Virgin Islands
Thailand
2015
%
100
100
100
100
100
100
100
100
100
2014
%
100
100
100
100
100
100
100
100
100
*Group holds an economic interest of 100% with a nominee Thai shareholder holding an interest in the company
on behalf of the Group.
29. Events after the reporting period
No matter or circumstance has arisen since 31 December 2015 that has significantly affected, or may significantly
affect the Group’s operations, the results of those operations, or the Group’s state of affairs in future financial years.
30. Reconciliation of loss after income tax to net cash used in operating activities
Consolidated
2015
$
2014
$
Loss after income tax expense for the year
(12,537,199)
(16,699,930)
Adjustments for:
Depreciation, amortisation and impairment
Equity settled employee benefit
Doubtful debts expense
Employment costs capitalised
Exchange differences on translation of FX
Change in operating assets and liabilities:
(Increase)/decrease in trade and other receivables
(Increase)/decrease in other assets
Increase/(decrease) in trade and other payables
Increase/(decrease) in employee benefits
1,387,198
874,806
22,137
(1,009,022)
(225,153)
3,803,441
924,694
31,395
(291,736)
73,424
61,359
(698,262)
(624,576)
138,351
(512,759)
(39,136)
1,907,229
(350,215)
Net cash used in operating activities
(12,610,361)
(11,153,593)
64
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
31. Earnings per share
Consolidated
2015
$
2014
$
Loss after income tax attributable to the owners of iCar Asia Limited and
Controlled Entities
(12,537,199)
(16,699,930)
Number
Number
Weighted average number of ordinary shares used in calculating basic
earnings per share
230,836,146
193,284,054
Weighted average number of ordinary shares used in calculating diluted
earnings per share
230,836,146
193,284,054
Basic loss per share
Diluted loss per share
32. Share-based payments
Short-term and Long-term incentives
Short term incentive plan (STI)
Cents
Cents
(5.43)
(5.43)
(8.64)
(8.64)
Short-term incentives are used to reward staff based on performance on a year by year basis. Rewards are made to
participating key employee depending on the extent to which specific targets set at the beginning of the period are met.
The targets relate to the earnings of the company and achievement of other KPIs aligned to the individual’s specific
business function. The percentage and threshold level can differ for each individual and are reviewed each year.
Payments are made in the form of cash and shares. Shares are issued at the VWAP for the year. Benefits are pro-
rated where employees join during an STI year. It is intended that key employees of the Group will be eligible to
participate in the STI program.
Long term incentive plan (LTIP)
The Group has established a long term incentive plan (referred to hereafter as the ‘Plan’). The Plan is part of the
Group’s remuneration strategy and is designed to align the interests of management and shareholders and assist the
Group in the attraction, motivation and retention of executives. In particular, the Plan is designed to provide relevant
executives with an incentive for future performance and encouraging those executives to remain with the Group. LTI
payments are made to participating key employees on the extent to which specific targets set at the beginning of the
plan are met. The targets relate to the earnings of the company, achievement of other KPIs aligned to the individual’s
specific business function and staff remaining in employment. Payments are made in the form of shares in the Group
that are issued 2 years and 3 months after the end of the year to which they refer. The shares are issued at a VWAP
for the period that the KPIs are set. For example: for the 2015 reporting period, the plan is payable in March 2018
based on the VWAP during the 2015 year. Benefits are pro-rated where employees join during a Plan year. It is intended
at this stage that only key executives of the Group will be eligible to participate in the Plan.
65
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2015
32. Share-based payments (continued)
Performance targets
The Remuneration & Nomination Committee of the Board will recommend each year reasonable performance
measures and targets for use in assessing each Executive’s performance. After the end of each financial year, the
Remuneration & Nomination Committee of the Board will review each Executive’s performance in comparison to these
measures and targets. STI targets (as a percentage of Total Executive Compensation ('TEC')) are to be determined
annually by the Board, based on the recommendation of the Remuneration & Nomination Committee for the coming
year. TEC is base remuneration inclusive of superannuation and benefits but excludes leave accrued not taken.
Directors Remuneration
The Directors are remunerated in shares with no vesting requirements. The fair value of the share is deemed to be
the value outlined on their Director contracts with the Group and is expensed in the profit and loss on an accrual basis.
See the Remuneration Report within the Directors’ Report.
Name
Date
No of shares
$Fair Value
Damon Rielly1
Damon Rielly2
Joe Dische
Joey Caisse
Patrick Grove3
Lucas Elliott3
Shaun Di Gregorio
Mark Britt
Cameron McIntyre4
Ajay Bhatia4
Damon Rielly5
13/3/2015
13/3/2015
13/3/2015
13/3/2015
3/6/2015
3/6/2015
3/6/2015
3/6/2015
3/6/2015
3/6/2015
121,056
237,869
45,635
48,261
48,422
38,738
38,738
38,738
38,738
6,456
134,372
71,361
50,655
53,570
60,000
48,000
48,000
48,000
48,000
8,000
10/7/2015
200,000
136,000
1 Shares issued in lieu of 2014 STI
2 Shares issued in lieu of 2012 LTI
3 Shares allocated to the Director were issued to Catcha Group Pte Ltd
4 Shares allocated to the Director were issued to carsales.com Limited
5 Shares issued in lieu of first half 2015 STI
66
iCar Asia Limited and Controlled Entities
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 31 December 2015 and of its performance for the financial year ended on that
date; and
there are reasonable grounds to believe that the company will be able to pay its debts as and when they
become due and payable.
The 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
Patrick Grove
Chairman
Kuala Lumpur
24 February 2016
67
Ernst & Young
8 Exhibition Street
Melbourne VIC 3000 Australia
GPO Box 67 Melbourne VIC 3001
Tel: +61 3 9288 8000
Fax: +61 3 8650 7777
ey.com/au
Independent auditor's report to the members of iCar Asia Limited
Report on the financial report
We have audited the accompanying financial report of iCar Asia Limited, which comprises the
consolidated statement of financial position as at 31 December 2015, the consolidated statement of
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 controls as the directors determine are necessary to enable the preparation of the financial
report that is free from material misstatement, whether due to fraud or error.
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 judgment, 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 controls relevant to the entity's preparation and
fair presentation of the financial report in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's
internal controls. 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 have given to the directors of the company a written Auditor’s Independence Declaration, a
copy of which is included in the directors’ report.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
68
Opinion
In our opinion:
a.
the financial report of iCar Asia Limited is in accordance with the Corporations Act 2001,
including:
i
ii
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
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 2.
Report on the remuneration report
We have audited the Remuneration Report included in pages 11 to 20 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 iCar Asia Limited for the year ended 31 December 2015
complies with section 300A of the Corporations Act 2001.
Ernst & Young
D. R. McGregor
Partner
Melbourne
24 February 2016
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
69
iCar Asia Limited and Controlled Entities
Shareholder Information
31 December 2015
The shareholder information set out below was applicable as at 27 January 2016.
ASX Listing Rule 4.10.19
iCar Asia Limited has used the cash and assets in a form readily convertible to cash it had at the time of admission in a
way consistent with its business objectives.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,000 to 100,000
100,001 and over
Total
holders of
ordinary
shares
412
1,276
715
1,264
109
3,776
Units
254,863
3,861,610
5,592,704
37,177,396
201,028,775
247,915,348
Holding less than a marketable parcel
138
27,337
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities
are:
Ordinary shares
Number held
% of total
shares
issued
REV ASIA BERHAD
CARSALES COM LIMITED
CITICORP NOMINEES PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
J P MORGAN NOMINEES AUSTRALIA LIMITED
AUSTRALIAN FOUNDATION INVESTMENT COMPANY LIMITED
NATIONAL NOMINEES LIMITED
MIRRABOOKA INVESTMENTS LIMITED
CITICORP NOMINEES PTY LIMITED
MR DAMON SHAY RIELLY
BNP PARIBAS NOMS PTY LTD
MR MICHAEL STEWART BUNKER
BRISPOT NOMINEES PTY LTD
MEDER PTY LTD
TIMSIM HOLDINGS PTY LTD
MR ROD BRANDENBURG
MR SHAUN ANTONY DI GREGORIO
SANDINI PTY LTD
TRACKLAW PTY LTD
ABN AMRO CLEARING SYDNEY NOMINEES PTY LTD
52,500,000
50,083,433
30,258,399
12,224,240
10,863,851
4,554,649
2,818,678
2,600,000
1,701,229
1,457,676
1,258,909
1,250,000
1,220,131
1,210,000
1,000,000
950,000
821,538
800,000
735,000
679,631
178,987,364
21.18
20.20
12.21
4.93
4.38
1.84
1.14
1.05
0.69
0.59
0.51
0.50
0.49
0.49
0.40
0.38
0.33
0.32
0.30
0.27
72.20
70
iCar Asia Limited and Controlled Entities
Shareholder Information
31 December 2015
Unquoted equity securities
There are no shares held in escrow
Substantial holders
The names of the twenty largest security holders of quoted equity securities
are:
CARSALES COM LIMITED
CATCHA GROUP PTE LTD
Ordinary shares
Number
held
50,083,433
70,517,460
120,600,893
% of total
shares
issued
20.21
28.44
48.65
Voting rights
The voting rights attached to ordinary shares are set out below:
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
There are no other classes of equity securities.
71
iCar Asia Limited and Controlled Entities
Corporate Directory
31 December 2015
Directors
Patrick Grove (Chairman)
Lucas Elliott
Shaun Di Gregorio
Mark Britt
Cameron McIntyre
Ajay Bhatia
Group Chief Executive Officer
Damon Rielly
Damon.Rielly@icarasia.com
Group Chief Financial Officer
Joe Dische
Joe.Dische@icarasia.com
Company Secretary
Registered office
Mark Licciardo
markl@mertons.com.au
Level 7
330 Collins Street
Melbourne VIC 3000
Australia
Tel. +61 (3) 8689 9997
Fax. +61 (3) 9620 4709
Principal place of business
Suite 18.01- 3, Level 18,
Centerpoint North Tower,
Mid Valley City Lingkaran Syed Putra,
Share register
Auditor
59200 Kuala Lumpur
Malaysia
Tel. +60 (3) 2776 6000
Fax. +60 (3) 2776 6010
Computershare Pty Ltd
Yarra Falls
452 Johnston Street
Abbotsford VIC 3067
Australia
www.computershare.com
Ernst & Young
8 Exhibition Street
Melbourne VIC 3000
Australia
Stock exchange listing
iCar Asia Limited and Controlled Entities shares are listed on the
Australian Securities Exchange (ASX code: ICQ)
Website
www.icarasia.com
Corporate Governance Statement
http://www.icarasia.com/investor-relations/corporate-governance/
72