iiCar Asia Limited and Controlled Entities
ACN 157 710 846
Annual Report for the financial year ended
31 December 2016
Annual Report Year Ended 31 December 2016
ICAR ASIA LIMITED (ICQ) / ACN 157 710 846
Directors' Report
Auditor’s Independence Declaration
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Directors’ Declaration
Independent Auditor's Report
Shareholder Information
Corporate Directory
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iCar Asia Limited and Controlled Entities
Directors’ Report
31 December 2016
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 2016.
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)
Mark Britt (Independent, non-executive Director)
Shaun Di Gregorio (Non-executive Director) resigned 29 June 2016
Syed Khalil Ibrahim (Independent, non-executive Director) appointed 29 June 2016
Georg Chmiel (Independent, non-executive Director) appointed 2 November 2016
Cameron McIntyre (Non-executive Director) resigned 9 December 2016
Ajay Bhatia (Non-executive Director) resigned 9 December 2016
Mark Licciardo (Independent, non-executive Director) appointed 9 December 2016
Christopher Lobb (Independent, non-executive Director) appointed 9 December 2016
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 five 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 a Director of Rev Asia Berhad, a Malaysia-listed company.
Other current directorships:
Former directorships (in the
last 3 years):
Special responsibilities:
Interests in shares:
Interests in options:
Rev Asia Berhad
iProperty Group Limited, Ensogo Limited
None
None
86,676,645
None
1
iCar Asia Limited and Controlled Entities
Directors’ Report
31 December 2016
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 17 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 Ensogo
Limited and Rev Asia Berhad, a Malaysia-listed company.
Other current directorships:
Ensogo Limited, Rev Asia Berhad
Former directorships (in the
last 3 years):
Special responsibilities:
Interests in shares:
Interests in options:
iProperty Group Limited
Member of the Remuneration & Nomination Committee and member of the Audit
& Risk Committee
86,676,645
None
Name:
Title:
Qualifications:
Experience and expertise:
Mark Britt
Independent, non-executive Director
Diploma in Law from LPAB
Board member since July 2012. Mr Britt is the Chief Executive Officer and co-
founder to 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
660,293
None
2
iCar Asia Limited and Controlled Entities
Directors’ Report
31 December 2016
Name:
Title:
Qualifications:
Experience and expertise:
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 Business, and then as General
Manager of the REA Group Limited’s international businesses.
Other current directorships:
Frontier Digital Ventures Limited
Former directorships (in the
last 3 years):
Special responsibilities:
Interests in shares:
Interests in options:
None
Until resignation on 29 June 2016: Chairman of the Remuneration & Nomination
Committee and member of the Audit & Risk Committee
None
None
Name:
Title:
Qualifications:
Experience and expertise:
Syed Khalil Ibrahim
Independent, non-executive Director
Bachelor of Commerce Majoring in Finance and Bachelor of Engineering
Majoring in Mechanical Engineering (First Class Honours)
Khalil has extensive experience in the Automotive industry and is currently the
Managing Director and controlling shareholder of SISMA Auto (a dealer group
representing Jaguar Land Rover in Malaysia). He also is also a Director in Jaguar
Land Rover (Malaysia), the sole importer and distributor for Jaguar Land Rover in
Malaysia. Prior to that, Khalil worked with the Boston Consulting Group at their
Sydney and New York offices.
Other current directorships:
None
Former directorships (in the
last 3 years):
Special responsibilities:
Interests in shares:
Interests in options:
None
From 14 December 2016: member of the Remuneration & Nomination Committee
and member of the Audit & Risk Committee
1,562,500
None
3
iCar Asia Limited and Controlled Entities
Directors’ Report
31 December 2016
Name:
Title:
Qualifications:
Georg Chmiel
Independent, non-executive Director
Diplom-Informatiker, MBA (INSEAD), CPA (USA), FAICD
Experience and expertise:
Mr Chmiel brings over 23 years of experience in the financial services industry,
online media and real estate industry. Mr Chmiel is currently Chief Financial
Officer of iFlix Group. Previously he was Managing Director and CEO of iProperty
Group, the owner of Asia’s No. 1 network of property portal sites and related real
estate services. He played a key role in finalizing the sale of iProperty Group to
REA Group, Southeast Asia’s largest ever internet buyout. Prior to iProperty
Group, Mr Chmiel was Managing Director and CEO of LJ Hooker Group with 700
offices across nine countries providing residential and commercial real estate as
well as financial services.
Other current directorships: Mitula Group, Centrepoint Alliance
Former directorships (in the
last 3 years):
Special responsibilities:
iProperty Group Limited, LJ Hooker Group
From 14 December 2016: Chairman of the Remuneration & Nomination
Committee and Chairman of the Audit & Risk Committee
Interests in shares:
Interests in options:
50,000
None
Name:
Title:
Qualifications:
Experience and expertise:
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.
Other current directorships:
None
Former directorships (in the
last 3 years):
Special responsibilities:
Interests in shares:
Interests in options:
None
Until resignation on 9 December 2016: Member of the Remuneration &
Nomination Committee and Chairman of the Audit & Risk Committee
None
None
4
iCar Asia Limited and Controlled Entities
Directors’ Report
31 December 2016
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
From 29 June 2016 until resignation on 9 December 2016: Member of the
Remuneration & Nomination Committee and Chairman of the Audit & Risk
Committee
None
None
Name:
Title:
Qualifications:
Mark Licciardo
Independent, non-executive Director
B Bus(Acc), GradDip CSP, FGIA, FAIC
Experience and expertise:
Board member since December 2016. Founder and managing director of Mertons
Corporate Services. A former company secretary of Top 50 ASX listed companies
Transurban Group and Australian Foundation Investment Company Limited, his
expertise includes working with boards of directors in the areas of corporate
governance, administration and company secretarial. Mark is also the former
Chairman of the Governance Institute of Australia Victoria Division and Melbourne
Fringe Festival.
Other current directorships:
Ensogo Limited, Frontier Digital Ventures Limited
Former directorships (in the
last 3 years):
Special responsibilities:
None
Company secretary
Interests in shares:
Interests in options:
None
None
5
iCar Asia Limited and Controlled Entities
Directors’ Report
31 December 2016
Name:
Title:
Qualifications:
Christopher Lobb
Independent, non-executive Director
FGIA, CPA, MAIC
Experience and expertise:
Board member since December 2016. Chartered Secretary for over 20 years.
First held the role with Gandel Group of companies, and entity with interest in
property (listed and un-listed), investment and funds management. He continued
as a Company Secretary with Colonial First State, MSF Sugar Limited and GSG
Limited in both listed and non listed environments. He was a member of the
National Board of Chartered Secretaries Australia (now Governance Institute of
Australia) including serving as Chairman of the Vistorian Division. He was also a
non-executive director of Box Hill Institute of TAFE from 2005 to 2010.
Other current directorships:
Ensogo Limited
Former directorships (in the
last 3 years):
Special responsibilities:
Interests in shares:
Interests in options:
Company Secretary
None
None
None
None
Mark Licciardo was appointed as the Group's company secretary effective 1 January 2016. His experience is
outlined under 'Information on directors'.
Belinda Cleminson was appointed as the Group's joint company secretary effective 9 December 2016.
Belinda Cleminson BEd, GIA (Cert) has over 14 years’ experience as an Assistant Company Secretary of
Australian listed companies including ASX 200 clients. Belinda previously managed the Company Secretarial
team for Australian Company Secretaries representing a domestic and global client base. Prior to this Belinda
held roles within the legal and banking industry.
6
iCar Asia Limited and Controlled Entities
Directors’ Report
31 December 2016
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 in South East Asia.
Operating and Financial Review
2016 was a challenging year for the Group with difficult economic conditions that saw new car sales decline year
on year in Malaysia and Thailand and low levels of growth in Indonesia. Despite this, the digital transformation of
the automotive industry further increased with consumer behaviour shifting to online channels for the buying and
selling of cars. As a result, revenue grew year on year by 6% to $6,663,394 (2015: $6,277,576).
Other adverse factors were depreciation in revenue-generating currencies vs the Australian Dollar and the
passing of His Majesty the Late King Bhumibol of Thailand - which significantly lowered Thai business activity in
the last quarter of the year. On a FOREX-neutral basis Group revenue grew 10% year on year.
During the year the Group expanded its sales and technology teams leading to an increase in costs. Responding
to competitive pressure, the Group increased its level of marketing investment in the second half of the year. As
a result expenses showed an increase of 15% to $20,476,139 (2015: $17,732,887).
EBITDA loss was $13,812,745 (2015: loss of $11,455,311) and NPAT was a loss of $14,999,485 (2015: loss of
$12,537,199).
The company finished the year with cash, cash equivalents and investments of $27,077,808.
Group operating metrics and performance:
In 2016 the Group focussed on increasing marketplace vibrancy through improvements to the user experience
and greater marketing efficiencies, delivering more value to customers. The year finished on a strong note with
fantastic growth in core metrics through its market-leading technology and strong brand presence:
Listings: at December 2016 iCar Asia had 428,431 listings across its markets - growth of 18% from
December 2015 (2015: 364,567).
Audience: the Group had 8,257,919 unique visitors in December 2016, 30% more than December in the
prior year (2015: 6,367,484).
Leads: December 2016 saw 725,024 leads delivered to vehicle sellers, 27% more than the same time in
2015 (2015: 570,066)
iCar Asia remains the leading digital automotive classified portal in all of its markets.
7
iCar Asia Limited and Controlled Entities
Directors’ Report
31 December 2016
Malaysia operating metrics and performance:
The Malaysian business delivered strong operational metrics growth despite economic and currency headwinds.
Key results for December 2016 were:
Listings: on Carlist.my were 35% higher year on year at 173,862 (2015: 128,685) with the successful
execution of the strategy to grow listings in regional areas and second tier dealerships.
Audience: growth was 90% year on year to 2,684,859 monthly unique visitors (2015: 1,412,426) across the
carlist.my and livelifedrive.com properties. There was a strong growth in unpaid traffic with the increase in
App usage and improvements in digital marketing spend efficiency.
Leads: grew 14% year on year to 183,932 (2015: 161,485).
The volume of car dealers that pay for services rose in December 2016 by 26% year on year to 2,163 (2015:
1,711) as a result of the strong operational performance.
2016 saw a number of product developments with the release of new seller ‘depth’ products (Hot Deals, the Boss
and Online Billboard) and new private seller products (Private Seller Listing Flow, Easysell and Quicksell).
Revenues were largely flat at $3,535,081 (2015: $3,635,615) (2% growth on a FOREX-neutral basis). There was
good momentum at the end of the year with a 22% lift in revenues Q3 to Q4 2016. Losses at EBITDA widened to
$2,126,449 (2015: $1,542,549) with increased investment in front-line sales teams and marketing.
8
iCar Asia Limited and Controlled Entities
Directors’ Report
31 December 2016
Thailand operating metrics and performance:
The passing of the King of Thailand impacted revenues in the last quarter of 2016 with advertising spend largely
suspended nationwide through October and November. New car sales reduced year on year which impacted
revenue growth. Despite these factors there was again strong growth in operational metrics:
Listings: on one2car.com were 11% higher year on year at 38,400 (2015: 34,608). The adoption of digital
channels continue to increase as car dealers looked to the internet to gain business efficiencies in a difficult
economic period.
Audience: growth was 22% year on year to 3,243,613 monthly unique visitors (2015: 2,668,658) across the
one2car.com and autospinn.com properties. There was a strong growth in app usage and paid spend
improvements in efficiency.
Leads: grew 17% year on year to 258,233 (2015: 220,582) with the increased traffic coming to the
one2car.com site.
With the strong site performance, car seller confidence has also risen. 63,236 ‘bumps’ (where sellers pay to raise
the positioning of a listing in a search result) were purchased in December 2016, a rise of 109% year on year
(2015: 30,392).
2016 saw a number of product developments with the release of the new ‘Hot Deals’ depth product (a premium
placement for discounted vehicles) and with both private seller and new cars now being taken as listings. There
were a number of partnerships made with Finance and Insurance companies which will grow into the 2017
Financial Year.
Revenues increased 10% year on year to $2,740,728 (2015: $2,488,412) (a 12% increase on a FOREX-neutral
basis and an 18% increase when an estimate of the impact of the passing of the King of Thailand is also included).
Revenue grew 22% from Q3 to Q4 2016 as the business gathered strong momentum. Losses at EBITDA widened
to $1,669,977 (2015: $864,476) with increased investment in front-line sales teams and marketing.
9
iCar Asia Limited and Controlled Entities
Directors’ Report
31 December 2016
Indonesia operating metrics and performance:
The Indonesian business had an excellent year. The classified site, mobil123.com began meaningfully monetising
on a ‘freemium’ model. December 2016 saw car dealers pay to bump 27,465 cars (2015: 6,435). iCar Asia also
built and launched its own automotive content site: otospirit.com specifically for the Indonesian market in May
2016.
Operational metrics were also strong, with the December 2016 metrics showing healthy growth:
Listings: on mobil123.com were up 7% year on year to 216,169 (2015: 201,274) as more car sellers were
added across Greater Jakarta, Bandung and Surabaya.
Audience: growth was 2% year on year to 2,329,447 monthly unique visitors (2015: 2,286,400) across the
mobil123.com and otospirit.com properties. There was a focus on traffic quality as conversion improved
year on year, leading to large improvements in lead volumes.
Leads: grew 50% year on year to 282,859 (2015: 187,999) with the increased traffic conversion.
The number of dealers paying in month to promote their listings jumped 44% in December 2016 compared to the
prior year.
2016 saw a landmark with the release of the new Dealer Application with listings upload features that are tailored
to low-bandwidth internet connections. The simultaneous launch of the updated Consumer Application saw the
introduction of messaging across the mobil123.com site. This will greatly increase the volume of leads from
buyers and sellers into the 2017 Financial Year.
Revenues increased 152% year on year to $387,585 (2015: $153,549). Classified revenues lifted 52% from Q3
to Q4 2016 setting up a strong 2017 year. Losses at EBITDA widened to $3,835,250 (2015: $3,349,414) with
increased investment in front-line sales teams and marketing.
10
iCar Asia Limited and Controlled Entities
Directors’ Report
31 December 2016
Significant changes in the state of affairs
On 7 September 2016 iCar Asia Limited issued 54,687,500 shares in connection with an institutional placement
at an issue price of $0.32 per share. Gross proceeds were $17,500,000. Following shareholder approval, on 10
November 2016 iCar Asia Limited issued a further 17,187,500 shares in connection with the institutional
placement at an issue price of $0.32 per share. Gross proceeds were $5,500,000. After raising costs, the total
net amount raised by the placement was $22,208,808. There were no other significant changes in the state of
affairs of the Group during the financial year.
Matters subsequent to the reporting date
There have not been any transactions or events of a material and unusual nature between 31 December 2016
and the date of this report, in the opinion of the Directors of the Group, to affect significantly the operations of the
Group, the results of those operations, or state of affairs of the Group in future years.
Likely developments and expected results of operations
2016 closed with the Group having a clear leading digital automotive classified 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 fully monetised.
The first quarter of 2017 will see a number of major classified product launches. The Dealer and updated
Consumer Applications will be rolled out to Malaysia and Thailand. This will deliver messaging and set the local
businesses up for strong growth in leads. There will also be changes to the New Car product in all markets which
will generate more revenues for the Group.
The first quarter 2017 will also see the launch of the first major Group TV advertising across all markets which will
be part of fully integrated marketing strategy tailored to each market. This will drive brand awareness, audience
and leads in the lead up to the key local automotive buying periods in each geography.
Growth in marketplace vibrancy will be coordinated with developments in pricing and vehicle seller products which
will translate into strong revenue growth in 2017.
In the Media segment, there are new technologies being introduce internally to make it easier for advertisers to
connect to premium segmented audiences on iCar Asia sites. These initiatives combined with partnerships with
Finance and Insurance third parties will drive revenue growth in the 2017 Financial Year.
The Group is well-funded to enable it to deliver on its strategic goal of successfully connecting buyers and sellers
on the largest and most trusted automotive portals in ASEAN.
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.
11
iCar Asia Limited and Controlled Entities
Directors’ Report
31 December 2016
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 2016, and the number of meetings attended by each Director were:
Full Board
Audit & Risk
Committee
Remuneration &
Nomination Committee
Attended
Held
Attended
Held
Attended
Held
12
11
11
6
7
2
10
12
1
1
13
13
13
6
7
2
12
12
1
1
-
3
2
2
-
-
4
-
-
-
-
4
4
2
-
-
4
-
-
-
-
-
1
1
-
-
1
-
-
-
-
1
1
1
-
-
1
-
-
-
Patrick Grove
Lucas Elliott
Mark Britt
Shaun Di Gregorio
Syed Khalil Ibrahim
Georg Chmiel
Cameron McIntyre
Ajay Bhatia
Mark Licciardo
Christopher Lobb
Held: represents the number of meetings held during the time the director held office or was a member of the
relevant committee.
12
iCar Asia Limited and Controlled Entities
Directors’ Report
31 December 2016
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 24.
Auditor
Ernst & Young continues in office in accordance with section 327 of the Corporations Act 2001.
13
iCar Asia Limited and Controlled Entities
Directors’ Report
31 December 2016
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.
14
iCar Asia Limited and Controlled Entities
Directors’ Report
31 December 2016
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 either paid by the issue of iCar Asia Limited shares or in cash. 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.
15
iCar Asia Limited and Controlled Entities
Directors’ Report
31 December 2016
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 employees 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. During the year all new and some existing participating key employees were
migrated from the STI plan onto a new LTI scheme. See below under ‘Long term incentive plan’ and under Section
C Service agreements.
Long term incentive plan (LTI)
The Group has established long term incentive plans (referred to hereafter as ‘Plans’). The Plans are part of the
Group’s remuneration strategy and are designed to align the interests of management and shareholders and
assist the Group in the attraction, motivation and retention of executives. In particular, the Plans are 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. During the
year all new and some existing participating key employees were migrated onto a new LTI Plan. The details of
LTI terms can be found under Section C Service agreements.
Voting and comments made at the company's 2016 Annual General Meeting ('AGM')
The company received in excess of 98.29% of ‘for’ votes in relation to its remuneration report for the year ended
31 December 2015. The company did not receive any specific comments at the AGM in regard to its
remuneration practices and report.
16
Remuneration Report (audited) (continued)
B Details of remuneration
The table below outlines the key management personnel of the Group and their movements during full year
2016:
Name
Position
Term as KMP
Non-executive Directors
Patrick Grove
Lucas Elliott
Mark Britt
Shaun Di Gregorio
Syed Khalil Ibrahim
Georg Chmiel
Cameron McIntyre
Ajay Bhatia
Mark Licciardo
Christopher Lobb
Senior Executives
Hamish Stone
Damon Rielly
Joe Dische
Joey Caisse
Pedro Sttau
Non-executive Chairman
Non-executive Director
Independent, non-executive Director
Non-executive Director
Independent, non-executive Director
Independent, non-executive Director
Non-executive Director
Non-executive Director
Independent, non-executive Director
Independent, non-executive Director
Full financial year
Full financial year
Full financial year
Resigned 29 June 2016
Appointed 29 June 2016
Appointed 2 November 2016
Resigned 9 December 2016
Resigned 9 December 2016
Appointed 9 December 2016
Appointed 9 December 2016
Group Chief Executive Officer
Group Chief Executive Officer
Group Chief Financial Officer
Group Chief Business Development Officer
Group Chief Information Officer
Appointed 20 June 2016
Resigned 30 June 2016
Full financial year
Full financial year
Full financial year
17
iCar Asia Limited and Controlled Entities
Directors’ Report
31 December 2016
Remuneration Report (audited) (continued)
Details of the remuneration arrangements of the key management personnel for the Group are set out in the
following tables.
2016
Name
Non-executive Directors:
P Grove2
L Elliott2
M Britt
S Di Gregorio3
S Khalil Ibrahim4
G Chmiel5
C McIntyre6
A Bhatia6
M Licciardo7
C Lobb7
Other Key Management
Personnel:
H Stone8
D Rielly9
J Dische
J Caisse
P Sttau
Short-term benefits
Share-based payments
Cash
salary
and fees
Other
LTI
Shares & Units
Remuneration/
STI Shares &
Units1
Performance
Related
Total
$
$
$
$
$
-
-
-
-
-
-
-
-
1,489
1,489
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
60,000
48,000
48,000
24,000
24,000
8,000
44,000
44,000
-
-
60,000
48,000
48,000
24,000
24,000
8,000
44,000
44,000
1,489
1,489
%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
241,621
35,559
170,000
99,575
86,333
25,343
-
96,798
363,513
391,716
250,000
101,996
74,255
150,000
576,251
230,000
129,286
53,132
92,000
504,418
220,000
51,199
109,880
-
381,079
24%
31%
39%
29%
29%
1,114,599
417,615
348,943
638,798
2,519,955
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 Resigned 29 June 2016
4 Appointed 29 June 2016
5 Appointed 1 November 2016
6 Shares allocated to the Director will be issued to carsales.com Limited. Resigned 9 December 2016.
7 Appointed 9 December 2016
8 Appointed 20 June 2016
9 Resigned 30 June 2016
There were no non- monetary, 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.
18
iCar Asia Limited and Controlled Entities
Directors’ Report
31 December 2016
Remuneration Report (audited) (continued)
2015
Name
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
Short-term benefits
Share-based payments
Performance
Related
Cash salary
and fees
Other
LTI
Shares & Units
Total
Remuneration/
STI Shares &
Units1
$
$
$
$
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
60,000
48,000
48,000
48,000
48,000
48,000
60,000
48,000
48,000
48,000
48,000
48,000
%
0%
0%
0%
0%
0%
0%
290,000 129,233
250,000
58,347
230,000
98,107
30,199
33,555
80,127
296,000
745,432
99,996
92,000
441,898
500,234
44%
30%
34%
770,000 285,687
143,881
787,996 1,987,564
1 Shares to be issued to directors in lieu of fees were ratified at the annual general meeting
2 Shares allocated to the Director were issued to Catcha Group Pte Ltd
3 Shares allocated to the Director were issued to carsales.com Limited
Shareholdings of KMP1
Shares held in iCar Asia Limited
31 December 2016
Non-Executive Directors:
P Grove3,4
L Elliott3,4
M Britt
S Di Gregorio
S Khalil Ibrahim
G Chmiel
C McIntyre5
A Bhatia5
M Licciardo
C Lobb
Other Key Management Personnel:
H Stone
D Rielly
J Dische
J Caisse
P Sttau
Balance at the
beginning of
the period
1 January
2016
Granted as
remuneration
Net change
Other2
Balance at the
end of the
period
31 December
2016
70,926,948
70,926,948
604,872
821,538
-
-
-
-
-
-
-
1,657,676
64,939
535,746
-
19
124,697
124,697
55,421
55,421
-
-
55,421
55,421
-
-
-
426,079
128,449
177,342
86,595
15,625,000
15,625,000
-
(876,959)
1,562,500
50,000
(55,421)
(55,421)
-
-
312,500
(1,734,082)
62,500
(300,000)
-
86,676,645
86,676,645
660,293
-
1,562,500
50,000
-
-
-
-
312,500
349,673
255,888
413,088
86,595
iCar Asia Limited and Controlled Entities
Directors’ Report
31 December 2016
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 Rev Asia Berhad and Catcha Group
Pte Ltd totalling 86,676,645.
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 80% upon overall company performance in:
revenue, EBITDA and site vibrancy metrics (audience, accounts, leads and listings) and 20% on individual strategic
goals for the period.
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 Hamish Stone
Chief Executive Officer
Ends 19 June 2019. 6 months termination notice period by executive and company.
Base salary cost is AUD 370,000 per annum.
Payment on commencement of employment of AUD 37,000.
Long term incentive
Up to AUD 370,000 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. The
shares are issued in 3 instalments: 3 months, 15 months and 27 months after the
period, split as 40%, 30%, 30% respectively.
Other benefits:
Housing allowance of MYR 12,000 per month (equivalent to approximately AUD
4,000 per month).
Please see above for performance criteria.
20
iCar Asia Limited and Controlled Entities
Directors’ Report
31 December 2016
Remuneration Report (audited) (continued)
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 300,000 per annum from 1 July 2015 until 30 June 2016.
Payment on completion of extension of employment contract of AUD 20,000.
Short term incentive
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.
Long term incentive
1 January 2013 to 31 December 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 50,332 per child per annum (equivalent to
approximately AUD 16,777 per annum).
Please see above for performance criteria.
Name:
Title:
Term of agreement:
Details:
Mr Joe Dische
Chief Financial Officer
6 months termination notice period by executive and company.
Base salary cost is AUD 250,000 per annum.
Short term incentive
Up to AUD 150,000 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.
Long term incentive
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 period.
Additional incentive
1,000,000 shares in iCar Asia Limited if the Group's EBITDA is positive in 2 consecutive
quarters prior to the end of calendar 2019 (Group EBITDA positive has been defined
as EBITDA being in total across the quarters greater than A$288,000 excluding the
costs of the shares to be issued as part of the additional incentive). The last (2nd)
quarter must demonstrate clear market leadership on Traffic, Listings and Leads.
Other benefits:
Housing allowance of MYR 12,000 per month (equivalent to approximately AUD
4,000 per month).School fee allowance on average MYR 50,332 per child per annum
(equivalent to approximately AUD 16,777 per annum).
Please see above for performance criteria.
21
iCar Asia Limited and Controlled Entities
Directors’ Report
31 December 2016
Remuneration Report (audited) (continued)
Name:
Title:
Term of agreement:
Details:
Mr Joey Caisse
Chief Business Development Officer
Ends 31 January 2017
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
4,000 per month).
School fee allowance on average MYR 50,332 per child per annum (equivalent to
approximately AUD 16,777 per annum).
Please see above for performance criteria.
Name:
Title:
Term of agreement:
Details:
Mr Pedro Sttau
Chief Information Office
6 months termination notice period by executive and company.
Base salary cost is AUD 230,000 per annum.
Long term incentive:
Up to AUD 184,000 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. The
shares are issued in 3 instalments: 3 months, 15 months and 27 months after the
period, split as 33%, 33%, 33% respectively.
Additional incentive
800,000 shares in iCar Asia Limited if the Group's EBITDA is positive in 2
consecutive quarters prior to the end of calendar 2019 (Group EBITDA positive has
been defined as EBITDA being in total across the quarters greater than A$288,000
excluding the costs of the shares to be issued as part of the additional incentive).
The last (2nd) quarter must demonstrate clear market leadership on Traffic, Listings
and Leads.
Other benefits:
Housing allowance of MYR 12,000 per month (equivalent to approximately AUD
4,000 per month).
Please see above for performance criteria.
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. Incentive 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.
22
iCar Asia Limited and Controlled Entities
Directors’ Report
31 December 2016
Remuneration Report (audited) (continued)
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 2016 are set out below:
Name
Damon Rielly1
Joey Caisse1
Joey Caisse2
Joe Dische2
Pedro Sttau2
Patrick Grove3
Lucas Elliott3
Shaun Di Gregorio
Mark Britt
Cameron McIntyre4
Ajay Bhatia4
Damon Rielly5
Damon Rielly6
Date
4/3/2016
4/3/2016
4/3/2016
4/3/2016
4/3/2016
17/6/2016
17/6/2016
17/6/2016
17/6/2016
17/6/2016
17/6/2016
30/8/2016
30/8/2016
No of shares
$Fair Value
76,406
98,564
78,778
128,449
86,595
69,276
55,421
55,421
55,421
55,421
55,421
309,321
40,352
81,754
105,463
71,688
116,889
78,801
60,000
48,000
48,000
48,000
48,000
48,000
222,711
44,791
1 Shares issued in lieu of 2013 LTI
2 Shares issued in lieu of 2015 STI
3 Shares allocated to the Director were issued to Catcha Media Pte Ltd
4 Shares allocated to the Director were issued to carsales.com Limited
5 Shares issued in lieu of STI for period 1 July 2015 to 30 June 2016
6 Shares issued in lieu of 2014 LTI
23
iCar Asia Limited and Controlled Entities
Directors’ Report
31 December 2016
Remuneration Report (audited) (continued)
Financial
Year
Category
Number of
Shares
granted
up to 31
December
2016
Number
of
shares
vested
during
2016
Fair
Value
per
share
$
Fair
value
of
shares
$
Grant
date
Vesting
date
Issue date
Non-
Executive
Directors:
P Grove
2015
Director Fees
69,276
69,276
0.8661
60,000
L Elliott
2015
Director Fees
55,421
55,421
0.8661
48,000
S Di Gregorio
2015
Director Fees
55,421
55,421
0.8661
48,000
M Britt
2015
Director Fees
55,421
55,421
0.8661
48,000
C McIntyre
2015
Director Fees
55,421
55,421
0.8661
48,000
A Bhatia
2015
Director Fees
55,421
55,421
0.8661
48,000
February
2016
February
2016
February
2016
February
2016
February
2016
February
2016
February
2016
February
2016
February
2016
February
2016
February
2016
February
2016
June 2016
June 2016
June 2016
June 2016
June 2016
June 2016
Other Key
Management
Personnel:
D Rielly
J Dische
J Caisse
P Sttau
2013
2014
LTI
LTI
76,406
76,406
1.07
81,754
40,352
40,352
1.11
44,791
2015 / 2016
STI1
309,321
309,321
0.72
222,711
2014
2015
2015
2013
2014
2015
2015
2015
2015
LTI
LTI
STI
LTI
LTI
LTI
STI
LTI
STI
27,381
81,140
-
-
1.11
30,393
0.91
73,837
128,449
128,449
0.91
116,889
98,564
98,564
1.07
105,463
55,686
48,597
-
-
1.11
61,811
0.91
44,223
78,778
78,778
0.91
71,688
49,451
-
0.91
47,281
86,595
86,595
0.91
78,801
February
2014
February
2015
February
2016
February
2015
February
2016
February
2016
February
2014
February
2015
February
2016
February
2016
February
2016
February
2016
February
2016
July 2016
July 2016
February
2017
February
2018
February
2016
February
2016
February
2017
February
2018
February
2016
February
2018
February
2016
March 2016
August
2016
August
2016
March 2017
March 2018
March 2016
March 2016
March 2017
March 2018
March 2016
March 2018
March 2016
1 Shares issued in lieu of STI for the period 1 July 2015 to 30 June 2016
Share based payments of $977,898 have been accrued in relation to 2016 in lieu of Directors Fees ($300,000) and
STI / LTI ($677,898). The number of shares granted will be agreed at the meeting of the Nomination & Remuneration
Committee in February 2017.
24
iCar Asia Limited and Controlled Entities
Directors’ Report
31 December 2016
Remuneration Report (audited) (continued)
Options
There were no options over ordinary shares issued to directors and other key management personnel as part of
compensation that were outstanding as at 31 December 2016.
There were no options over ordinary shares granted to or vested by directors and other key management
personnel as part of compensation during the year ended 31 December 2016.
E Additional Information
The Group has a policy of ensuring that at least part of the remuneration of key management personnel is based
on the performance of the Company. Key management personnel are compensated with fixed remuneration and
‘at risk’ remuneration based on revenue and earnings targets.
The earnings of the Group for the two years to 31 December 2016 are summarised below:
Revenue
Loss after income tax
STI bonus paid as a % of available
2016
6,663,394
(14,999,485)
100%
2015
6,277,576
(12,537,199)
100%
The factors that are considered to affect total shareholders return ("TSR") are summarised below:
Share price at financial year end ($A)
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
2016
0.25
(5.59)
(5.59)
2015
0.96
(5.43)
(5.43)
There were no loans, other transactions and balances with KMP and their related parties during the year.
This concludes the remuneration report, which has been audited.
Signed in accordance with a resolution of the directors.
Patrick Grove
Chairman
22/2/2017
Kuala Lumpur
25
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 2016, 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
David McGregor
Partner
22 February 2017
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
26
iCar Asia Limited and Controlled Entities
Statement of Comprehensive Income
For the year ended 31 December 2016
The above statement of comprehensive income should be read in conjunction with the accompanying notes.
27
Note20162015$$Revenue56,663,3946,277,576ExpensesAdministration and related expenses(2,212,109)(2,384,490)Advertising and marketing expenses(6,929,580)(5,027,313)Employment related expenses6(9,476,252)(8,728,163)Premises and infrastructure expenses(1,669,106)(1,281,243)Offline production costs(189,092)(311,678)Depreciation and amortisation expense6(1,319,429)(1,387,198)Operating loss(15,132,174)(12,842,509)Interest income393,164347,915Interest expense6(39,048)(42,605)Loss before tax(14,778,058)(12,537,199)Income tax (expense)/benefit7(221,427)-Loss after income tax expense for the year attributable to the owners of iCar Asia Limited and Controlled Entities18(14,999,485)(12,537,199)Other comprehensive incomeItems that may be reclassified subsequently to profit or lossForeign currency translation(363,780)(200,982)Other comprehensive income for the year, net of tax(363,780)(200,982)Total comprehensive income for the year attributable to the owners of iCar Asia Limited and Controlled Entities(15,363,265)(12,738,181)Earnings Per ShareCentsCentsBasic loss per share30(5.59)(5.43)Diluted loss per share30(5.59)(5.43)Consolidated
iCar Asia Limited and Controlled Entities
Statement of Financial Position
As at 31 December 2016
The above statement of financial position should be read in conjunction with the accompanying notes.
28
20162015$$AssetsCurrent assetsCash and cash equivalents8 22,077,808 18,509,382 Investments (term deposits)8 5,000,000 - Trade and other receivables9 907,754 1,109,047 Other assets10 1,434,924 1,228,804 Total current assets 29,420,486 20,847,233 Non-current assetsProperty, plant and equipment11 636,780 480,800Intangibles12 7,248,063 6,567,687Goodwill12 17,367,939 17,192,743Other non-current assets 26,270 25,384Total non-current assets 25,279,052 24,266,614 Total assets 54,699,538 45,113,847 LiabilitiesCurrent liabilitiesTrade and other payables13 3,350,320 2,176,186 Provisions14 1,576,353 1,118,391 Borrowings15 464,809 - Total current liabilities 5,391,482 3,294,577 Non-current liabilitiesBorrowings15 - 486,042 Total non-current liabilities - 486,042 Total liabilities 5,391,482 3,780,619 Net assets 49,308,056 41,333,228 EquityIssued capital16 112,553,083 89,328,100 Reserves17 (10,350,017)(10,099,347)Accumulated losses18 (52,895,010)(37,895,525)Total equity 49,308,056 41,333,228 ConsolidatedNote
iCar Asia Limited and Controlled Entities
Statement of Changes in Equity
For the year ended 31 December 2016
Issued
capital
Foreign
currency
translation
reserve
Equity
reserve
Share
based
payment
reserve
Accumulated
losses
Total equity
Balance at 1 January 2016
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
73,039,846 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 2016
$
$
$
$
$
$
89,328,100
(212,199)
(10,965,292)
1,078,144
(37,895,525)
41,333,228
-
-
-
-
(363,780)
(363,780)
24,022,098
(797,115)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(14,999,485)
(14,999,485)
-
(363,780)
(14,999,485)
(15,363,265)
(866,018)
-
300,000
679,128
-
-
-
-
23,156,080
(797,115)
300,000
679,128
112,553,083
(575,979)
(10,965,292)
1,191,254
(52,895,010)
49,308,056
Issued
capital
Foreign
currency
translation
reserve
Equity
reserve
Share
based
payment
reserve
Accumulated
losses
Total equity
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
$
$
$
$
$
$
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
The above statement of changes in equity should be read in conjunction with the accompanying notes.
29
iCar Asia Limited and Controlled Entities
Statement of Cash Flows
For the year ended 31 December 2016
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
Interest paid
Consolidated
Note
2016
$
2015
$
7,447,754
(20,381,341)
(12,933,587)
398,633
(40,659)
6,205,118
(18,991,874)
(12,786,756)
218,686
(42,291)
Net cash used in operating activities
29
(12,575,613)
(12,610,361)
Cash flows from investing activities
Payments for property, plant and equipment
Payments for intangibles
Payments for purchase of subsidiaries, net of cash acquired
(455,085)
(619,160)
-
(213,640)
(727,008)
(1,329,894)
Net cash used in investing activities
(1,074,245)
(2,270,542)
Cash flows from financing activities
Proceeds from issue of shares
Share issue transaction costs
23,000,000
(781,716)
18,793,328
(764,678)
Net cash provided by financing activities
22,218,284
18,028,650
Net (decrease)/ increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
8,568,426
18,509,382
3,147,747
15,361,635
Cash, cash equivalents and investments at the end of the period
8
27,077,808
18,509,382
The above statement of cash flows should be read in conjunction with the accompanying notes.
30
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
1. Corporate information
The consolidated financial statements of iCar Asia Limited and its subsidiaries (collectively, the ‘Group’) for the
year ended 31 December 2016 were authorised for issue in accordance with a resolution of Directors made on
22 February 2017. 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 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 2016.The nature and the impact of each new standard and/or amendment is
described below:
31
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
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 2014-4 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 adoption of these amendments had no material impact on the financial position or performance of the
Group.
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 adoption of these amendments had no material impact on the financial position or performance of the Group.
32
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
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 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 adoption of these amendments had no material impact on the financial position or performance of the
Group.
AASB 2015-3 Amendments to Australian Accounting Standards arising from the Withdrawal of AASB
1031 Materiality
Application date of Standard: 1 July 2015, Application Date: 1 January 2016
The Standard completes the AASB’s project to remove Australian guidance on materiality from Australian
Accounting Standards.
The adoption of these amendments had no material impact on the financial position or performance of the Group.
33
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
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
2016 are outlined below:
2016-1 Amendments to Australian Accounting Standards – Recognition of Deferred Tax Assets for
Unrealised Losses [AASB 112]
Application Date of Standard: 1 January 2017, Application Date: 1 January 2017
This Standard amends AASB 112 Income Taxes (July 2004) and AASB 112 Income Taxes (August 2015) to
clarify the requirements on recognition of deferred tax assets for unrealised losses on debt instruments
measured at fair value.
The Group does not expect this standard will have significant impact on the Group financial report however it
will continue to assess this.
2016-2 Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments to
AASB 107
Application Date of Standard: 1 January 2017, Application Date: 1 January 2017
This Standard amends AASB 107 Statement of Cash Flows (August 2015) to require entities preparing financial
statements in accordance with Tier 1 reporting requirements to provide disclosures that enable users of financial
statements to evaluate changes in liabilities arising from financing activities, including both changes arising from
cash flows and non-cash changes.
The Group does not expect this standard will have significant impact on the Group financial report however it
will continue to assess this.
2016-5 Amendments to Australian Accounting Standards – Classification and Measurement of Share-
based Payment
Application Date of Standard: 1 January 2018, Application Date: 1 January 2018
This standard amends AASB 2 Share-based Payment, clarifying how to account for certain types of share-based
payment transactions. The amendments provide requirements on the accounting for:
The effects of vesting and non-vesting conditions on the measurement of cash-settled share-based
payments
A modification to the terms and conditions of a share-based payment that changes the classification of the
transaction from cash-settled to equity-settled
The Group does not expect this standard will have significant impact on the Group financial report however it will
continue to assess this.
34
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
2. Summary of significant accounting policies
2.3 Changes in accounting policies, disclosures, standards and interpretations
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.
35
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
2. Summary of significant accounting policies
2.3 Changes in accounting policies, disclosures, standards and interpretations
(ii) Accounting Standards and Interpretations issued but not yet effective (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 is still assessing the impact of this standard.
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).
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
AASB 2015-8 amended the AASB 15 effective date so it is now effective for annual reporting periods
commencing on or after 1 January 2018. Early application is permitted.
AASB 2014-5 incorporates the consequential amendments to a number Australian Accounting Standards
(including Interpretations) arising from the issuance of AASB 15.
AASB 2016-3 Amendments to Australian Accounting Standards – Clarifications to AASB 15 amends AASB
15 to clarify the requirements on identifying performance obligations, principal versus agent considerations
and the timing of recognising revenue from granting a licence and provides further practical expedients on
transition to AASB 15.
36
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
2. Summary of significant accounting policies
2.3 Changes in accounting policies, disclosures, standards and interpretations
(ii) Accounting Standards and Interpretations issued but not yet effective (continued)
The Group has made a preliminary assessment and although this standard will have an impact on the Group, we
have not established a quantitative assessment of this impact. The impact is anticipated to be in relation to 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. During the year the CFO has held
discussions with technical experts at EY which has involved preliminary assessments of contract structure. Key
members of the Group Finance team have attended training courses to imbed a wider understanding of local
impacts of the new standard.
IFRS 16 Leases
Application Date of Standard: 1 January 2019, Application Date: 1 January 2019
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 Group has made a preliminary assessment and does not expect this standard to have a significant impact
on the Group financial report due to the Group not having any financing leases and minimal operating leases.
However the Group will continue to assess the impacts of this standard.
37
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
2. Summary of significant accounting policies
2.4 Significant accounting policies
a) Basis of consolidation
The consolidated financial statements incorporate the assets and liabilities of the Group at 31 December 2016
and the results for the year then ended.
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.
38
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
2. Summary of significant accounting policies
2.4 Significant accounting policies (continued)
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.
A liability is current when:
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
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.
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.
39
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
2. Summary of significant accounting policies
2.4 Significant accounting policies
c)
Business combinations (continued)
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.
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.
40
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
2. Summary of significant accounting policies
2.4 Significant accounting policies (continued)
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.
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.
41
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
2. Summary of significant accounting policies
2.4 Significant accounting policies
f) Taxes (continued)
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.
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.
42
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
2. Summary of significant accounting policies
2.4 Significant accounting policies (continued)
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.
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:
43
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
2. Summary of significant accounting policies
2.4 Significant accounting policies
i)
Intangible assets (continued)
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.
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. Employee costs included
in internally generated intangible assets are included in operating activities under payments to supplier and
employees in the cash flow statement. 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.
44
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
2. Summary of significant accounting policies
2.4 Significant accounting policies
j)
Impairment of non-financial assets (continued)
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.
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.
45
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
2. Summary of significant accounting policies
2.4 Significant accounting policies (continued)
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.
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.
46
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
2. Summary of significant accounting policies
2.4 Significant accounting policies
q) Employee benefits (continued)
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
.
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 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.
47
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
3. Critical accounting judgements, estimates and assumptions (continued)
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 12. 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
48
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
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
49
unallocatedTotal$$$$$$3,535,081 387,585 2,740,728 - - 6,663,394 - - - - - - 3,535,081 387,585 2,740,728 - - 6,663,394 (5,661,530) (4,222,835) (4,410,705) (6,181,069) - (20,476,139) (2,126,449) (3,835,250) (1,669,977) (6,181,069) - (13,812,745) (125,858) (32,755) (369,590) (791,226) - (1,319,429) 3,790 - 518 388,856 - 393,164 (39,048) --- - (39,048) (2,287,565) (3,868,005) (2,039,049) (6,583,439) - (14,778,058) - (128,630) - (92,797) - (221,427) (14,999,485) 3,568,364 958,212 20,527,286 29,645,676 - 54,699,538 54,699,538 1,890,646 1,351,578 1,141,427 1,007,831 - 5,391,482 5,391,482 Consolidated - 2016RevenueSalesOther revenueTotal sales revenueOperating expensesLoss before Interest, tax, depreciation and amortisationDepreciation and amortisationInterest incomeLoss after income tax expenseInterest expenseLoss before income tax expenseIncome tax expenseAssetsSegment assetsTotal assetsLiabilitiesSegment liabilitiesTotal liabilitiesIntersegmenteliminations/MalaysiaIndonesiaThailandCorporate
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
4. Operating segments (continued)
5. Revenue
Sales
Other revenue
Total sales revenue
Interest Revenue
Consolidated
2016
$
2015
$
6,663,394
-
6,663,394
6,234,772
42,804
6,277,576
393,164
347,915
-
-
-
-
7,056,558
6,625,491
50
unallocatedTotal$$$$$$3,635,615152,4622,446,695 - --6,234,772- 1,08741,717 - --42,8043,635,615153,5492,488,412--6,277,576(5,178,164)(3,502,963)(3,352,888) - (5,698,872)-(17,732,887)(1,542,549)(3,349,414)(864,476)(5,698,872)-(11,455,311)(543,766)(7,642)(339,959) - (495,831)-(1,387,198)2,164-684 - 345,067-347,915(42,605)-- - --(42,605)(2,126,756)(3,357,056)(1,203,751)(5,849,636)-(12,537,199)- - - - - -(12,537,199)3,314,919658,08420,754,79720,386,047-45,113,84745,113,8471,462,662762,127439,8111,116,019-3,780,6193,780,619Loss before Interest, tax, depreciation and amortisationDepreciation and amortisationInterest expenseRevenueSalesLoss after income tax expenseAssetsOther revenueTotal sales revenueInterest incomeMalaysiaIntersegmentIndonesiaThailandCorporateConsolidated - 2015eliminations/Segment assetsTotal assetsLiabilitiesSegment liabilitiesTotal liabilitiesOperating expensesLoss before income tax expenseIncome tax expense
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
6. Expenses
Loss before income tax includes the following
specific expenses:
Depreciation
Leasehold improvements
Plant and equipment
Fixtures and fittings
Consolidated
2016
$
2015
$
53,788
195,358
18,480
106,738
209,960
24,975
Total depreciation
-
-
267,626
341,673
Amortisation
Websites, domain names, trademarks and
other intangibles
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
1,051,803
1,045,525
-
-
1,319,429
1,387,198
39,048
42,605
5,633,800
776,148
880,683
584,300
1,023,202
578,119
5,440,394
529,733
363,497
554,312
874,806
965,421
Total employment and related expenses
-
-
9,476,252
8,728,163
There are currently 424 full-time equivalent employees (2015: 294).
51
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
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% (2015: 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
Consolidated
2016
$
2015
$
106,669
114,758
221,427
-
-
-
-
-
221,427
-
-
-
(14,778,058)
(12,537,199)
(4,433,417)
(3,761,160)
786,113
625,618
65,240
(40,789)
(227,909)
(180,082)
4,031,400
3,356,413
221,427
-
Unrecognised deferred tax asset
14,739,290
10,479,978
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. The tax losses are available for use indefinitely, subject to compliance with relevant tax rules, for
offsetting against future taxable profits.
52
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
8. Current assets - cash, cash equivalents and investments
Cash at bank
Cash on deposit
Cash and cash equivalents
Investments
Investments are term deposits which mature in September 2017.
9. Current assets - trade and other receivables
Trade receivables
Accrued interest
Consolidated
2016
$
4,485,188
17,592,620
22,077,808
5,000,000
2015
$
1,524,244
16,985,138
18,509,382
-
27,077,808
18,509,382
Consolidated
2016
$
2015
$
780,966
126,788
975,082
133,965
907,754
1,109,047
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 $60,389 (2015: $22,137) in profit or loss in respect of impairment of
receivables for the year ended 31 December 2016.
Past due but not impaired
Customers with balances past due but without provision for impairment of receivables amount to $94,993 as
at 31 December 2016 ($171,153 as at 31 December 2015).
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
Consolidated
2016
$
56,054
24,943
13,996
-
2015
$
120,420
41,292
9,441
-
-
-
94,993
171,153
53
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
9. Current assets - trade and other receivables (continued)
Doubtful debts reconciliation
As at 1 January 2015
Charge for the year
Utilised
Unused amounts reversed
At 31 December 2015
Charge for the year
Utilised
Unused amounts reversed
At 31 December 2016
10. Current assets - other
Prepayments
Other deposits
Other receivables
$
31,395
22,137
(31,395)
-
22,137
60,389
(63,176)
-
19,350
Consolidated
2016
$
2015
$
477,406
185,908
771,610
432,044
267,422
529,338
-
-
1,434,924
1,228,804
Other receivables relates to GST, VAT, withholding tax and other receivables.
11. Non-current assets - property, plant and equipment
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
Consolidated
2016
$
2015
$
447,219
(328,613)
448,586
(275,900)
- 118,606
172,686
1,757,698
(1,291,981)
1,364,867
(1,101,088)
- 465,717
263,779
198,599
(146,142)
171,648
(127,313)
- 52,457
44,335
- 636,780
480,800
54
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
11. Non-current assets - property, plant and equipment (continued)
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set
out below:
Consolidated
Balance at 1 January 2015
Additions
Exchange differences
Depreciation expense
Balance at 31 December 2015
Additions
Exchange differences
Depreciation expense
Leasehold
improvements
$
Plant and
equipment
$
Furniture and
fittings
$
Total
$
121,974
159,811
(2,361)
(106,738)
55,396
356,624
93,876
16,594
23,239 (2,680)
(24,975)
(209,960)
533,994
270,281
18,198
(341,673)
172,686
2,468
(2,760)
(53,788)
263,779
391,357
5,939
(195,358)
44,335
26,746
(144)
(18,480)
480,800
420,571
3,035
(267,626)
Balance at 31 December 2016
118,606
465,717
52,457
636,780
12. Non-current assets- Intangibles and Goodwill
Goodwill - at cost
Other intangible assets - at cost
Less: Accumulated amortisation
Consolidated
2016
$
2015
$
17,367,939
17,367,939
17,192,743
17,192,743
10,264,188
(3,016,125)
7,248,063
8,604,362
(2,036,675)
6,567,687
24,616,002
23,760,430
55
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
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 2015
Additions
Exchange differences
Amortisation expense
Balance at 31 December 2015
Additions
Exchange differences
Amortisation expense
Goodwill
Other
intangibles
acquired
$
$
Other
intangibles
Internally
generated
$
17,034,220
-
158,523
- (656,877)
4,454,578
-
109,964 (143,605)
(388,648)
1,652,351
1,539,924
17,192,743
-
175,196
- (308,704)
3,907,665
-
52,585 (111,148)
(743,099)
2,660,022
1,790,742
Total
$
23,141,149
1,539,924
124,882
(1,045,525)
23,760,430
1,790,742
116,633
(1,051,803)
Balance at 31 December 2016
17,367,939
3,651,546
3,596,517
24,616,002
Goodwill of $15,653,090 (2015: $15,417,836) is allocated to the Thailand cash generating unit after adjusting for
foreign exchange rates at the balance sheet date.
Goodwill of $1,714,849 (2015: $1,774,907) is allocated to the Malaysian cash generating unit after adjusting for
foreign exchange rates at the balance sheet date.
Consolidated
2016
$
469,395
2,257,001
925,150
2,184,915
1,281,952
129,650
7,248,063
2015
$
539,398
2,223,080
1,145,189
2,038,835
467,589
153,596
6,567,687
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
56
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
12. Non-current assets- Intangibles and Goodwill (continued)
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.
The Group performed its annual impairment test at 31 December 2016. 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 2016, the market capitalisation of the Group was above the book value of its equity
and therefore not an indicator of impairment. However, the Group has made the decision to invest more aggressively
in consolidating its leadership position across each of its current markets as competition increases. Revenue has
also been impacted by weaker macro-economic conditions in Malaysia and Thailand and a decline in new car sales.
As a result, management has identified that indicators of impairment exist at 31 December 2016.
In line with accounting policy 2.4j) the recoverable amount of the cash generating units (CGUs) was determined
using 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 leading positions.
Management have determined the appropriate WACC discount rate and long term growth rates (‘LTGR’) for each of
the CGUs as follows:
Malaysia
Thailand
WACC rate
15.2% (2015: 14.5%)
13.9% (2015: 13.6%)
Long term growth rates
3% (2015: 3%)
3% (2015: 3%)
The CGU’s are equivalent to the reportable segments.
The Malaysian CGU includes the exploitation of Carlist.my and Live Life Drive assets. The Thailand CGU includes
the exploitation of the One2Car, Thaicar and Autospinn assets.
Malaysia CGU
The Group used the CGUs value in use to determine the recoverable amount, which exceeded the carrying amount. The
projected cash flows were updated to reflect the lower revenues and increased investment in the near term as discussed
above and a pre-tax discount rate of 15.2% (2015: 14.5%) was applied. A long term growth rate of 3% (2015: 3%) was
used to extrapolate year 5 cashflows. Management have prepared scenarios to consider the effect of growth rates,
discount rate and terminal multiples.
The amount by which the recoverable amount exceeds the carrying amount for the Malaysia CGU is $21.9m. However
if in isolation the revenue growth rate would decrease by 23% over the 5 year cash flow then the recoverable amount
would be equal to the carrying amount of the Malaysia CGU. No other reasonable possible changes in assumptions that
would result in an impairment were identified by management.
Due to the adequate head room in the base scenario, the expected macro-economic and consumer confidence
improvements in Malaysia and the business plans in place for this CGU, it is not considered that an impairment exists
as at 31 December 2016.
57
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
12. Non-current assets- Intangibles and Goodwill (continued)
Thailand CGU
The Group used the CGU’s value in use to determine the recoverable amount, which exceeded the carrying amount.
The projected cash flows were updated to reflect the lower revenues and increased investment in the near term as
discussed above and a pre-tax discount rate of 13.9% (2015: 13.6%) was applied. A long term growth rate of 3%
(2015: 3%) was used to extrapolate year 5 cashflows. Management have prepared scenarios to consider the effect
of growth rates, discount rate and terminal multiples.
The amount by which the recoverable amount exceeds the carrying amount for the Thailand CGU is $13.8m.
However if in isolation the revenue growth rate would decrease by 14% over the 5 year cash flow then the recoverable
amount would be equal to the carrying amount of the Thailand CGU. No other reasonable possible changes in
assumptions that would result in an impairment were identified by management.
Due to the adequate head room in the base scenario, the early stage of execution in the Thailand CGU and the
business plans in place for this CGU, it is not considered that an impairment exists as at 31 December 2016.
13. Current liabilities - trade and other payables
Trade payables and accruals
Billings in advance
Consolidated
2016
$
2015
$
2,538,969
811,351
1,752,683
423,503
3,350,320
2,176,186
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.
14. Current liabilities - provisions
Employee benefits
Staff incentives and bonuses
Other
Consolidated
2016
$
82,040
1,114,643
379,670
2015
$
55,803
876,056
186,532
-
1,576,353
1,118,391
The employee benefits category is composed of the compensated annual leave provision for the year. The 2016 carried
forward balance is expected to be utilised by March 2017 in line with company leave policies.
The staff incentives and bonuses provision is expected to be paid to employees by the end of March 2017.
The other provision category are provisions for withholding and VAT taxes in Indonesia.
58
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
14. Current liabilities – provisions (continued)
Movements in provisions
Movements in each class of provision during the current financial year are set out below:
Employee
Benefits
Staff
incentives &
bonuses
$
Other
$
Consolidated - 2016
Carrying amount at the start of the year
Additional provisions recognised / foreign exchange differences
Amounts used
55,803
626,793
(600,556)
876,056
1,356,090
(1,117,503)
186,532
193,138
-
Carrying amount at the end of the year
82,040
1,114,643
379,670
15. Current liabilities - borrowings
Current liabilities - borrowings
Hire purchase
Shareholder loans
Non- current liabilities - borrowings
Hire purchase
Shareholder loans
Consolidated
2016
$
2015
$
1,703
463,106
-
-
- 464,809
-
Consolidated
2016
$
2015
$
-
-
6,717
479,325
- -
486,042
Refer to note 20 for further information on financial instruments.
In 2012 a loan of RM 1,500,000 equivalent to $463,106 as at 31 December 2016 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 $39,048 in 2016 Financial Year – see Note 6 Expenses. Interest is payable
annually by 31 May. The shareholder loan is unsecured and is repayable in full by 31 May 2017.
Hire purchase are loans generated from the financing of company cars for the Group. The hire purchase loan is
unsecured.
59
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
16. Equity - issued capital
Consolidated
Consolidated
2016
Shares
2015
Shares
2016
$
2015
$
Ordinary shares - fully paid
320,955,194
247,915,348
112,553,083
89,328,100
Movements in ordinary share capital
Details
Date
No of shares
$
Balance
Issue of shares - STI/LTI to employees
Issue of shares - Live Life Drive acquisition
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
Issue of shares - STI/LTI to employees
Issue of shares - Directors remuneration 2015 year
Issue of shares - STI to employee
Issue of shares - Share placement
Issue of shares - Share placement
Share issue costs
Balance
Ordinary shares
1 January 2015
13 March 2015
18 March 2015
3 June 2015
10 July 2015
10 July 2015
4 August 2015
18 August 2015
217,769,656
476,631
346,420
209,830
17,692,308
200,000
5,379,503
5,841,000
31 December 2015
4 March 2016
17 June 2016
30 August 2016
7 September 2016
10 November 2016
247,915,348
468,792
346,381
349,673
54,687,500
17,187,500
70,188,628
340,464
379,848
260,000
11,500,000
136,000
3,496,677
3,796,650
(770,167)
89,328,100
454,596
300,001
267,502
17,500,000
5,500,000
(797,116)
31 December 2016
320,955,194
112,553,083
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 2015 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.
60
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
17. Equity - reserves
Foreign currency reserve
Share-based payments reserve
Equity reserves
Consolidated
2016
$
2015
$
(575,979)
1,191,254
(10,965,292)
(212,199)
1,078,144
(10,965,292)
-
(10,350,017)
(10,099,347)
Consolidated
Balance at 1 January 2015
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 2015
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
Foreign
currency
reserve
$
Share-
based
payments
reserve
$
Equity
reserves1
$
Total
$
(11,217)
(200,982)
-
-
-
-
909,295
-
(627,027)
300,000
143,880
351,996
(10,965,292)
-
-
(10,067,214)
(200,982)
(627,027)
-
-
-
300,000
143,880
351,996
(212,199)
(363,780)
-
1,078,144
-
(866,018)
(10,965,292)
-
-
(10,099,347)
(363,780)
(866,018)
-
-
-
300,000
437,127
242,001
-
-
-
300,000
437,127
242,001
Balance at 31 December 2016
(575,979)
1,191,254
(10,965,292)
(10,350,017)
1This is a consolidation adjustment relating to investment in Auto Discount Sdn. Bhd. (now iCar Asia Sdn. Bhd.)
18. Equity - accumulated losses
Consolidated
2016
$
2015
$
Accumulated losses at the beginning of the financial year
Loss after income tax expense for the year
-
(37,895,525)
(14,999,485)
(25,358,326)
(12,537,199)
Accumulated losses at the end of the financial year
-
(52,895,010)
(37,895,525)
61
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
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
2016
2015
Weighted
average
interest
rate
Balance
Weighted
average
interest
rate
Balance
%
$
%
$
2.09%
27,077,808
2.40%
18,509,382
Net exposure to cash flow interest rate risk
27,077,808
18,509,382
An analysis by remaining contractual maturities is shown in 'liquidity and interest rate risk management' below.
Basis points increase
Basis points decrease
Consolidated - 2016
Basis points
change
Effect
on
profit
before
tax
Effect
on
equity
Basis points
change
Effect
on
profit
before
tax
Effect
on
equity
Cash at bank
50
94,267
-
50
(94,267)
-
Basis points increase
Basis points decrease
Consolidated - 2015
Basis points
change
Effect
on
profit
before
tax
Effect
on
equity
Basis points
change
Effect
on
profit
before
tax
Effect
on
equity
Cash at bank
50
72,582
-
50
(72,582)
-
62
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
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 -
2016
Non-derivatives
Non-interest
bearing
Trade payables and
accruals
Interest bearing
Shareholder Loan
Hire Purchase Loan
Total non-
derivatives
Consolidated -
2015
Non-derivatives
Non-interest
bearing
Trade payables and
accruals
Interest bearing
Shareholder Loan
Hire Purchase Loan
Total non-
derivatives
Weighted
average
interest
rate
%
1 year or
less
Between 1
and 2 years
Between 2
and 5 years
Over 5 years
Remaining
contractual
maturities
$
$
$
$
$
2,538,969
-
-
-
2,538,969
8%
463,106
1,703
-
-
-
-
-
-
463,106
1,703
3,003,778
-
-
-
3,003,778
Weighted
average
interest
rate
%
1 year or
less
Between 1
and 2 years
Between 2
and 5 years
Over 5 years
Remaining
contractual
maturities
$
$
$
$
$
1,752,683
-
8%
-
-
479,325
6,717
-
-
-
-
-
-
1,752,683
479,325
6,717
1,752,683
486,042
-
-
2,238,725
63
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
20. Financial instruments (continued)
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually is
closed above.
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
Mark Britt
Shaun Di Gregorio
Syed Khalil Ibrahim
Georg Chmiel
Cameron McIntyre
Ajay Bhatia
Mark Licciardo
Christopher Lobb
Non-executive
Non-executive
Non-executive
Non-executive
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:
Hamish Stone
Damon Rielly
Joe Dische
Joey Caisse
Pedro Sttau
Chief Executive Officer
Chief Executive Officer
Chief Financial Officer
Chief Business Development Officer
Chief Information 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
2016
$
2015
$
1,532,214
-
-
-
987,741
1,055,687
-
-
-
931,877
-
-
2,519,955
1,987,564
64
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
21. Key management personnel disclosures (continued)
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.
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
2016
$
2015
$
214,560
206,800
-
12,136
214,560
218,936
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 in year 2015.
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 2016 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
2016
$
2015
$
473,881
423,829
897,710
371,056
305,920
676,976
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 2017 to November 2017, Thailand –
March 2017 to March 2020 and Indonesia - April 2017 to December 2017.
The lease payments recognised in the profit and loss in 2016 were $439,060 (2015: 376,405).
65
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
25. Related party transactions
Parent entity
iCar Asia Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 27.
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)
$161,800 of services from carsales.com Limited for content acceleration and content delivered image services
$24,540 reimbursement of travelling expense incurred by Directors of the Group who are also employees of
carsales.com Limited.
carsales.com Limited was deemed to be a related party until 9 December 2016.
During the year the Group purchased company secretarial services to a value of $78,577 from Mertons Corporate
Services Pty Ltd, the principal of which is Mark Licciardo who acted as Company Secretary throughout the year.
Director and director-related entities hold directly, indirectly or beneficially interests of 88,949,438 (2015:
122,436,781) in the ordinary shares of the company as at the reporting date.
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 (2015: $1,300). The transaction is on
normal commercial terms.
There were no other trade receivables from or trade payables to related parties at the current or 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
66
Parent
2016
$
2015
$
(27,655,021)
(1,512,904)
(27,655,021)
(1,512,904)
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
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
Total current assets
Total assets
Total current liabilities
Total liabilities
Net Assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
27. Subsidiaries
Parent
2016
$
2015
$
25,235,294
17,264,326
81,883,924
86,348,697
272,045
419,375
272,045
419,375
81,611,879
85,929,322
112,957,088
1,267,037
(32,612,246)
89,328,100
1,558,447
(4,957,225)
81,611,879
85,929,322
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
iCar Asia Management Services Sdn Bhd
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
Country of
incorporation
Singapore
Malaysia
Malaysia
Malaysia
Indonesia
Thailand
Malaysia
Thailand
British Virgin Islands
Thailand
67
Equity holding
2016
%
2015
%
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
27. Subsidiaries (continued)
*Group holds an economic interest of 100% with a nominee Thai shareholder holding an interest in the company on
behalf of the Group.
28. Events after the reporting period
No matter or circumstance has arisen since 31 December 2016 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.
29. Reconciliation of loss after income tax to net cash used in operating activities
Consolidated
2016
$
2015
$
Loss after income tax expense for the year
(14,999,485)
(12,537,199)
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 provisions
1,319,429
1,023,202
60,389
(1,249,664)
(348,752)
1,387,198
874,806
22,137
(1,009,022)
(225,153)
201,293
(206,120)
1,174,134
449,961
61,359
(698,262)
(624,576)
138,351
Net cash used in operating activities
(12,575,613)
(12,610,361)
30. Earnings per share
Loss after income tax attributable to the owners of iCar Asia Limited and
Controlled Entities
Consolidated
2016
$
2015
$
(14,870,855)
(12,537,199)
Number
Number
Weighted average number of ordinary shares used in calculating basic
earnings per share
268,239,860
230,836,146
Weighted average number of ordinary shares used in calculating diluted
earnings per share
268,239,860
230,836,146
Basic loss per share
Diluted loss per share
Cents
Cents
(5.59)
(5.59)
(5.43)
(5.43)
68
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
31. Share-based payments
Short-term and Long-term incentives
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 employees 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. During the year all new and some existing participating key employees were migrated from the STI plan
onto a new LTI scheme. See below under ‘Long term incentive plan’ and under Section C Service agreements.
Long term incentive plan (LTI)
The Group has established long term incentive plans (referred to hereafter as ‘Plans’). The Plans are part of the
Group’s remuneration strategy and are designed to align the interests of management and shareholders and assist
the Group in the attraction, motivation and retention of executives. In particular, the Plans are 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. During the year all
new and some existing participating key employees were migrated onto a new LTI Plan. The details of LTI terms
can be found under Section C Service agreements.
Performance targets
Performance targets for key management personnel are based 80% overall company performance in revenue,
EBITDA and sit vibrancy metrics (audience, accounts, leads and listings) and then 20% on undivided strategic
goals for the period.
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.
69
iCar Asia Limited and Controlled Entities
Notes to the financial statements
For the year ended 31 December 2016
31. Share-based payments (continued)
Name
Damon Rielly1
Joey Caisse1
Joey Caisse2
Joe Dische2
Pedro Sttau2
Patrick Grove3
Lucas Elliott3
Shaun Di Gregorio
Mark Britt
Cameron McIntyre4
Ajay Bhatia4
Damon Rielly5
Damon Rielly6
Date
4/3/2016
4/3/2016
4/3/2016
4/3/2016
4/3/2016
17/6/2016
17/6/2016
17/6/2016
17/6/2016
17/6/2016
17/6/2016
30/8/2016
30/8/2016
No of shares
$Fair Value
76,406
98,564
78,778
128,449
86,595
69,276
55,421
55,421
55,421
55,421
55,421
309,321
40,352
81,754
105,463
71,688
116,889
78,801
60,000
48,000
48,000
48,000
48,000
48,000
222,711
44,791
1 Shares issued in lieu of 2013 LTI
2 Shares issued in lieu of 2015 STI
3 Shares allocated to the Director were issued to Catcha Media Pte Ltd
4 Shares allocated to the Director were issued to carsales.com Limited
5 Shares issued in lieu of STI for period 1 July 2015 to 30 June 2016
6 Shares issued in lieu of 2014 LTI
70
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 2016 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
22 February 2017
71
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 Shareholders of iCar Asia Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of iCar Asia Limited (the Company), including its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 31 December 2016,
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.
In our opinion:
the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
(i)
giving a true and fair view of the Group’s financial position as at 31 December 2016 and of its
consolidated financial performance for the year ended on that date; and
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the
financial report in Australia; and we have fulfilled our other ethical responsibilities in accordance with
the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards
Legislation
72
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial report of the current year. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide
a separate opinion on these matters. For the matter below, our description of how our audit addressed
the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the
Financial Report section of our report, including in relation to these matters. Accordingly, our audit
included the performance of procedures designed to respond to our assessment of the risks of
material misstatement of the financial statements. The results of our audit procedures, including the
procedures performed to address the matter below, provide the basis for our audit opinion on the
accompanying financial report.
Carrying value of non-current assets including goodwill
Why significant
How our audit addressed the key audit matter
The Group has goodwill of $17.4million and
other intangibles of $7.2million in the
consolidated statement of financial position.
There is a risk that these balances cannot be
supported by the future cash flows of the Cash
Generating Units (CGUs). Consistent with
Australian Accounting Standards, the Group
conducts an annual impairment test of goodwill
balances and indefinite life intangibles. Definite
life intangibles are assessed whenever there is
an indicator that an asset may be impaired.
This impairment test was significant to our audit
because the assessment process is complex and
highly judgmental and is based on assumptions
that are affected by expected future market and
economic conditions.
The Group’s disclosures in relation to goodwill
are included in Note 12, which specifically
explain the sensitivity of changes in the key
assumptions which could give rise to an
impairment of the non-current assets (including
goodwill) balance in the future.
Our procedures included assessing the assumptions
and methodologies used by the Group in their value-
in-use impairment model. We compared the Group's
assumptions to externally derived data and our own
assessments of key inputs such as projected
economic growth, cost inflation and discount rates.
We assessed sensitivities performed by the Group, as
well as performing procedures to understand
changes that would result in an impairment on key
assumptions.
We evaluated the Group's procedures around the
preparation of the Board approved budget, upon
which the value-in-use model is based. We also
compared the sum of projected discounted cash
flows, as well as net assets of the Group, to the
market capitalisation of iCar Asia Limited.
We involved our valuation specialists to support our
procedures.
73
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
Information Other than the Financial Statements and Auditor’s Report
The Directors are responsible for the other information. The other information comprises the
information in the Group’s Annual Report for the year ended 31 December 2016, but does not include
the financial report and the auditor’s report thereon. We obtained the Directors report (including the
remuneration report) prior to the date of our auditor’s report. The Company’s corporate governance
statement is expected to be made available to us after the date of this auditor’s report.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
identified above when it becomes available and, in doing so, consider whether the other information is
materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If, based upon the work we have performed on the other
information obtained prior to the date of the auditor’s report, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report
in this regard.
Directors’ Responsibilities for the Financial Report
The Directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the Directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the Directors are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the Directors either intend to liquidate the Group or cease
operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
As part of an audit in accordance with Australian Auditing Standards, we exercise professional
judgment and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial report, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
74
material misstatement resulting from fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
Obtain an understanding of internal control relevant to the audit 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 control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Directors.
Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting in
the preparation of the financial report. We also conclude, based on the audit evidence obtained,
whether a material uncertainty exists related to events and conditions that may cast significant
doubt on the entity’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in the auditor’s report to the disclosures in
the financial report about the material uncertainty or, if such disclosures are inadequate, to
modify the opinion on the financial report. However, future events or conditions may cause an
entity to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the consolidated financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the Group audit. We remain solely
responsible for our audit opinion.
We communicate with the Directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the Directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated to the Directors, we determine those matters that were of most
significance in the audit of the financial report of the current year and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
75
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 14 to 25 of the Directors' Report for the
year ended 31 December 2016.
In our opinion, the Remuneration Report of iCar Asia Limited for the year ended 31 December,
complies with section 300A of the Corporations Act 2001.
Responsibilities
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.
Ernst & Young
David McGregor
Engagement Partner
Melbourne
22 February 2017
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
76
iCar Asia Limited and Controlled Entities
Shareholder Information
31 December 2016
The shareholder information set out below was applicable as at 3 April 2017.
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
364
1,056
656
1,466
187
3,729
Units
207,486
3,194,311
5,172,501
46,683,729
265,697,167
320,955,194
Holding less than a marketable parcel
574
492,742
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
ICQ HOLDINGS SDN BHD
CARSALES COM LIMITED
CITICORP NOMINEES PTY LIMITED
J P MORGAN NOMINEES AUSTRALIA LIMITED
CATCHA GROUP PTE LTD
AUSTRALIAN FOUNDATION INVESTMENT COMPANY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
AUSTRALIAN FOUNDATION INVESTMENT COMPANY LIMITED
MIRRABOOKA INVESTMENTS LIMITED
UBS NOMINEES PTY LTD
TARGET RANGE PTY LTD
ABN AMRO CLEARING SYDNEY NOMINEES PTY LTD
TIMSIM HOLDINGS PTY LTD
MR JOHN DAVID WHEELER + MR GLEN ROBERT WHEELER
MR MICHAEL STEWART BUNKER
ALCOCK SUPERANNUATION FUND PTY LTD
EMINENT HOLDINGS PTY LTD
MRS SUSAN HADDEN + MRS ABBY FALLA
BIRDSEYE MANAGEMENT PTY LTD
52,500,000
50,194,275
19,024,983
17,406,421
16,159,185
12,937,500
10,979,262
10,720,780
9,092,677
6,383,282
3,019,354
2,680,000
2,267,193
2,100,869
1,750,000
1,500,000
1,439,697
1,250,000
1,250,000
1,000,000
16.36
15.64
5.93
5.42
5.03
4.03
3.42
3.34
2.83
1.99
0.94
0.84
0.71
0.65
0.55
0.47
0.45
0.39
0.39
0.31
77
223,655,478
69.69
iCar Asia Limited and Controlled Entities
Shareholder Information
31 December 2016
Unquoted equity securities
There are no shares held in escrow.
Substantial holders
The names of the security holders holding greater than 5% of quoted
equity securities are:
CATCHA GROUP PTE LTD
CARSALES COM LIMITED
AUSTRALIAN FOUNDATION INVESTMENT COMPANY LIMITED
Ordinary shares
Number held
86,676,645
50,083,433
22,030,177
% of total
shares
issued
27.00
16.50
7.25
158,790,255
50.75
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.
Disclosure of top-up right granted to carsales.com Limited pursuant to ASX waiver of listing Rule 6.18
Under the terms of a strategic relationship agreement entered into between iCar Asia and carsales.com Limited
(‘carsales’), iCar Asia has granted carsales a top-up right which will enable carsales to maintain its shareholding
in iCar Asia (at the lower of a 22.9% shareholding or carsales’ shareholding in iCar Asia at the time of dilution) by
subscribing for shares at the same price at which iCar Asia issues shares to third parties. The top-up right
terminates on the earlier of 29 April 2019, the date on which carsales ceases to hold at least a 15% shareholding
in iCar Asia, the date on which carsales commences holding a shareholding of more than 25% in iCar Asia or
termination of the strategic relationship agreement.
78
iCar Asia Limited and Controlled Entities
Corporate Directory
31 December 2016
Directors
Patrick Grove (Chairman)
Lucas Elliott
Mark Britt
Syed Khalil Ibrahim
Georg Chmiel
Mark Licciardo
Christopher Lobb
Group Chief Executive Officer
Hamish Stone
Hamish.Stone@icarasia.com
Group Chief Financial Officer
Joint Company Secretary
Registered office
Joe Dische
Joe.Dische@icarasia.com
Mark Licciardo
markl@mertons.com.au
Belinda Cleminson
belindac@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,
Share register
Auditor
Mid Valley City Lingkaran Syed Putra,
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
Tel. +61 (3) 9415 5000
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/
79