RENT.COM.AU LIMITED
ABN 25 062 063 692
Financial Report
30 June 2016
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Corporate Information
This financial report includes the financial statements and notes of Rent.com.au Limited (‘the Company’) and its
controlled entities (‘the Group’). The Group’s functional presentation currency is AUD ($).
A description of the Group’s operations and of its principal activities is included in the review of operations and
activities in the Directors’ report on pages 2 to 19. The Directors’ report is not part of the financial report.
Directors
Dr. Garry Garside
Mr. John Wood
Mr. Samuel McDonagh
Mr. Philip Warren
Non‐Executive Chairman
Non‐Executive Director
Non‐ Executive Director
Non‐ Executive Director
Joint Company Secretary
Mr. Jan Ferreira
Mr. Steven Wood
Registered Office
945 Wellington Street
WEST PERTH WA 6005
Share Registry
Automic Registry Services
Level 1, 7 Ventnor Ave
WEST PERTH WA 6005
Phone: 1300 288 664
Website
http://investors.rent.com.au/
Auditors
RSM Australia Partners
8 St Georges Terrace
Perth WA 6000
Bankers
Westpac Banking Corporation
Level 13, 109 St Georges Terrace
PERTH WA 6008
Commonwealth Bank of Australia
150 St Georges Terrace
PERTH WA 6000
Solicitors
GTP Legal
Level 1, 28 Ord Street
WEST PERTH WA 6005
Stock Exchange
Australian Securities Exchange Limited
Level 40, Central Park
152‐158 St George’s Terrace
PERTH WA 6000
ASX Code: RNT
[1]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Directors’ Report
The Board of Directors presents the following report on Rent.com.au Limited and its controlled entities (referred
to hereafter as ‘the Group’) for the year ended 30 June 2016.
Directors
The names of the Directors in office during the financial year and until the date of this report are as follows. All
directors were in office for the entire period unless otherwise stated:
Name
Mr. Philip Warren
Dr. Garry Garside
Mr. Mark Woschnak
Mr. John Wood
Mr. Samuel McDonagh
Position
Non‐Executive Director
Non‐Executive Chairman
Managing Director
Non‐Executive Director
Non‐Executive Director
Date of Appointment
18 September 2014
15 June 2015
15 June 2015
15 June 2015
15 June 2015
Date of resignation
‐
‐
22 July 2016
‐
‐
Principal Activities
The Group operates real estate websites focusing on the rental property market. The primary website operated
by the Group is www.rent.com.au.
Review of Operations
The Consolidated Statement of Profit or Loss and Other Comprehensive Income shows a net operating loss after
tax of $12,820,585 for the year ended 30 June 2016 (for the six months ended 30 June 2015: $3,655,771). The
net operating loss for the year ended 30 June 2016 included non‐cash share based payments expense of
$5,447,424 associated with performance based convertible securities issued to advisors, shareholders and
employees. Earnings Before Interest, Tax, Depreciation and Amortisation for the year ended 30 June 2016 was an
operating loss of $7,216,670 (for the six months ended 30 June 2015: $927,249).
The Company achieved the objectives it had set for the year ended 30 June 2016, which were to grow the
www.rent.com.au audience and increase the number and range of rental property listings on the site, particularly
from the non‐agent (private landlord) sector. Specifically, the targets it set were:
Increasing the volume of renter traffic to 500,000 unique visitors per month;
Increasing market share of property listings from property agents; and
Significantly increasing the level of rental property listings from non‐agent landlords.
The Company exceeded its audience objective, growing monthly site traffic to over 700,000 unique visitors during
the year. As a result of achieving three consecutive months of greater than 500,000 unique visitors per month in
the March 2016 quarter, the performance milestone for 8,160,771 Performance Shares was achieved and these
converted to Ordinary Shares on 4th April 2016.
Both agent and non‐agent landlord rental property listings have increased significantly, with the Company
achieving over 2,600 active non‐agent landlord listings in June 2016, an increase of almost 3,800% off the low
base of the previous year. Agent registrations also increased strongly based upon temporarily increased field and
telesales resources to drive the content growth. Between March 2016 and June 2016 when 10 field sales agents
and 12 tele sales agents were engaged to conduct the content campaign, over 2,100 property agents registered
with the Company, resulting in the market share of rental property listings increasing to approximately 90% of all
real estate agent listings.
To support these objectives, and in preparation for the next phase of commercialisation, the Company conducted
2 successful capital raisings during the financial year ended 30 June 2016. In November 2015, the Company
completed the placement of 13,169,875 shares using its 15% placement capacity under Listing Rule 7.1. The
placement was completed at an issue price of $0.28 per share, raising $3,687,565 (before costs). In May 2016,
[2]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Directors’ Report (continued)
Review of Operations (cont’d)
the Company issued 36,376,607 shares at an issue price of $0.15 each under a fully underwritten, non‐
renounceable pro rata offer to existing shareholders. The issue raised $5,456,491 (before costs), with existing
shareholders taking up 39.8% of the offer and the balance taken up by the underwriters.
Dividends
No dividend has been paid or recommended by the Directors since the commencement of the financial period.
Significant Changes in State Of Affairs
On 9 May 2016 the company completed the issue of 36,376,607 shares at an issue price of $0.15 non‐
renounceable rights issue primarily for the purpose of funding a mass market branding campaign to drive the next
phase of growth.
On 18 November 2015 the company successfully completed the issue of 13,169,875 shares using its 15%
placement capacity under Listing Rule 7.1. The Placement was completed at an issue price of $0.28 per share,
raising $3,687,565 (before costs) which will allow the Company to accelerate its strategy of creating the complete
rental marketplace.
Events since the end of the Financial Year
On 22 July 2016, the Founder and Managing Director of Rent.com.au, Mr. Mark Woschnak, announced that he
was stepping down from his roles with the Company and its associated entities. Mr. Greg Bader was appointed as
interim Chief Executive Officer while a thorough recruitment process is undertaken by the Board.
By agreement with the Board, the Options and Performance Rights held by Mr. Woschnak at that date were
treated as follows:
1. The following securities where the performance criteria had already been met, became vested and capable
of being exercised on and with effect from 22 July 2016:
9,000,000 Tranche 1 Options;
4,500,000 Tranche 2 Options;
3,333,334 Tranche 4 Options;
3,333,333 Tranche 5 Options;
2,110,976 Tranche 1 Performance Rights; and
1,172,765 Tranche 4 Performance Rights,
2. For the following securities where the performance criteria had not yet been met, the continuous service
vesting conditions applicable to them are waived and the securities will continue to be held subject to the
rules of the LTIP and will vest upon achievement of a Volume Weighted Average share Price of $0.60 over a
20‐day period:
4,500,000 Tranche 3 Options; and
3,333,333 Tranche 6 Options
3. The following securities irrevocably lapsed on 22 July 2016 and are incapable of vesting or being exercised:
2,110,976 Tranche 2 Performance Rights;
2,110,976 Tranche 3 Performance Rights;
1,172,765 Tranche 5 Performance Rights; and
1,172,765 Tranche 6 Performance Rights
No other matters or circumstances have arisen since the end of the financial period which significantly affected
or may significantly affect the operations of the Group, the results of those operations or the state of affairs of
the Group in subsequent financial years.
[3]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Directors’ Report (continued)
Likely Developments and Expected Results
With the achievement of its audience and content objectives during the year ended 30 June 2016, the Company’s
focus will shift to the next phase of its commercialisation, maximising the efficiency of its cost and revenue model,
whilst positioning www.rent.com.au as the destination of choice for renters.
Financial Position
The net assets of the Group have increased from $4,218,549 at 30 June 2015 to $5,217,209 at 30 June 2016. Cash
reserves increased from $4,453,304 at 30 June 2015 to $5,876,127 at 30 June 2016.
Information on Directors
Mr. Philip Warren
Age
Qualifications
Experience
Special responsibilities
Interest in shares & options:
Held in Rent.com.au Limited
Directorships held in other listed
entities
Dr. Garry Garside
Age
Qualifications
Experience
Interest in shares & options
Held in Rent.com.au Limited
– Director (Non‐Executive), appointed 18 September 2014
–
–
42
B. Com, Chartered Accountant
– Mr. Warren is an executive director of Grange Consulting Group Pty
Ltd. He has over 18 years of experience in finance and corporate
roles in Australia and Europe. Mr. Warren has specialised in company
valuations, mergers and acquisitions, capital raisings, debt financing,
financial management, corporate governance and company
secretarial services for a number of public and private companies.
– None.
–
125,909 Ordinary shares (indirect)
1,012,500 options ($ 0.30, 23 June 2020) (indirect)
37,501 unlisted options ($12.00,30 June 2016) (indirect)
– Non‐Executive Director of Cassini Resources Limited
59
– Chairman (Non‐Executive) appointed 15 June 2015
–
– N/A
– Mr. Garside has extensive corporate experience and has successfully
established and operated a variety of significant businesses across
both the health and corporate sectors. He currently manages an
emerging property development company and chairs a range of
unlisted investment syndicates and companies. Mr. Garside founded
Prime Health Group in 1988 before merging with Westpoint
Healthcare to form Endeavour Healthcare Limited in 2000 and
becoming its Managing Director, a position he held until 2002.
1,739,775 Ordinary shares (indirect)
230,406 Ordinary shares escrowed to 23 June 2017 (indirect)
452,175 Ordinary shares escrowed to 23 June 2017 (indirect)
581,382 Performance shares escrowed to 23 June 2017 (indirect)
950,000 Employee options escrowed to 23 June 2017
334,239 Performance rights escrowed to 23 June 2017
–
Directorships held in other listed
entities
– None
[4]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Directors’ Report (continued)
Information on Directors (cont’d)
Mr. Mark Woschnak
Age
Qualifications
Experience
Interest in shares & options
Held in Rent.com.au Limited
– Managing Director appointed 15 June 2015, resigned 22 July 2016
– 49
– BBus
– Mr. Woschnak is the founder and current Managing Director of
RENT. He has 25 years’ experience in real estate, digital publishing
and classifieds services. Mr. Woschnak developed RealWeb, a real
estate online service, launched with Telstra in 1997 and also
pioneered the range of Mobile Information Services used by
Vodafone, Macquarie and LINK.
Mr. Woschnak has a Bachelor of Business degree, has maintained a
real estate license for 20 years, and was a ten year Associate of the
Australian Property Institute.
– 2,911,444 Ordinary shares
6,566,393 Ordinary shares escrowed to 23 June 2017
3,283,741 Ordinary shares escrowed to 23 June 2017 (indirect)
1,985,892 Performance shares escrowed to 23 June 2017
28,000,000 Employee options escrowed 24 months (indirect)
Directorships held in other listed
entities
– None
Mr. John Wood
Age
Qualifications
Experience
Interest in shares & options
Held in Rent.com.au Limited
– Director (Non‐Executive) appointed 15 June 2015
– 50
– N/A
– Mr. Wood has extensive experience in retail, property, sales and
marketing, business management and tourism. He is current the
Managing Director of National Lifestyle Villages (NLV) a company he
founded in 1999. Mr. Wood as CEO of NLV grew the business to win
the prestigious Telstra WA Business of the Year award in 2007. He
was also awarded the Rothwell’s Young Entrepreneur Award and the
West Australian Young Achievers Award.
Prior to this Mr. Wood established and managed the growth of
Fleetwood Corporation’s manufactured homes division. He grew this
business to be a market leader throughout the 1990’s and was
appointed an executive member of the industry association for 15
years in varying capacities including President.
– 775,126 Ordinary shares
5,427,443 Ordinary shares (indirect)
5,567,794 Ordinary shares escrowed to 23 June 2017 (indirect)
6,068,082 Performance shares escrowed to 23 June 2017 (indirect)
500,000 Employee options escrowed to 23 June 2017
175,914 Performance rights escrowed to 23 June 2017
Directorships held in other listed
entities
– None
[5]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Directors’ Report (continued)
Information on Directors (cont’d)
Mr. Samuel McDonagh
Age
Qualifications
Experience
Interest in shares & options
Held in Rent.com.au Limited
– Director (Non‐Executive) appointed 15 June 2015
– 45
– Chartered Accountant
– Mr. McDonagh has over 20 years’ experience in senior management
roles at companies including General Manager of eBay in Southeast
Asia and Chief Sales and Marketing Officer for iiNet Limited. Mr.
McDonagh and is currently the Country Manager of Airbnb Australia
and New Zealand
– 47,010 Ordinary shares
141,032 Ordinary shares escrowed to 23 June 2017
37,606 Performance shares escrowed to 23 June 2017
1,600,000 Employee options escrowed to 23 June 2017
562,926 Performance rights escrowed to 23 June 2017
Directorships held in other listed
entities
– None
Directors’ Meetings
The number of directors’ meetings held and the number of meetings attended by each of the directors of the
Company for the time the director held office for the period ended 30 June 2016:
Number of Meetings Eligible to
Attend
12
12
12
12
12
Number of Meetings Directors
Attended
12
12
12
12
12
Philip Warren
Garry Garside
Mark Woschnak
John Wood
Samuel McDonagh
Company Secretary
Steven Wood was appointed as a company secretary effective 18 September 2014. Steven specialises in corporate
advisory, company secretarial and financial management services. Steven is a Chartered Accountant and has
previously been involved in various private and seed capital raisings as well as successful ASX listings, whilst also
providing company secretarial and financial management services to both ASX and unlisted public and private
companies.
Jan Ferreira has been appointed as joint company secretary from 15 June 2015. Jan has over 20 years’ experience,
having held senior finance roles in financial services and utilities after starting his career at Ernst & Young. He is a
CPA (Australia) and has a Certificate in Governance Practice from the Governance Institute of Australia. Mr.
Ferreira has previously been Chief Financial Officer and Company Secretary at ASX listed ThinkSmart Limited.
Performance Shares
The terms and conditions of the Performance shares have been previously outlined in the Company’s prospectus
dated 7 April 2015. Please refer to section 6.9 Capital Structure of the Prospectus dated 7 April 2015 for any
additional information that is not outlined in this report.
[6]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Directors’ Report (continued)
Performance Shares (cont’d)
As at the date of this report, Performance Shares on issue are as follows:
Class Date Granted
17 June 2015
B
Issue Price of Shares
Nil
C
17 June 2015
Nil
Expiry Date
14 days after the release of the audited financial
reports for period ended 31 December 2018
14 days after the release of the audited financial
reports for period ended 31 December 2019
Number
8,160,771
8,160,771
The vesting conditions of the two classes of performance shares on issue are outlined below:
Class B – will convert on achievement of greater than $10,000,000 in revenue by Rent in any 12 month period on
or before 31 December 2018.
Class C – will convert on achievement of greater than $3,000,000 EBITDA by Rent in any 12 month period on or
before 31 December 2019.
Performance Rights
As at the date of this report, Performance Rights on issue are as follows:
Tranche Date Granted
17 June 2015
1
Issue Price of Shares
Nil
2
3
4
4
4
5
5
5
6
6
6
17 June 2015
17 June 2015
17 June 2015
13 August
2015
22 February
2016
17 June 2015
13 August
2015
22 February
2016
17 June 2015
13 August
2015
22 February
2016
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Expiry Date
31 January 2019
14 days after the release of the audited
financial reports for the period ended 31
December 2018.
14 days after the release of the audited
financial reports for the period ended 31
December 2019.
31 January 2019.
31 January 2019
31 January 2019
14 days after the release of the audited
financial reports for the period ended 31
December 2018.
14 days after the release of the audited
financial reports for the period ended 31
December 2018.
14 days after the release of the audited
financial reports for the period ended 31
December 2018.
14 days after the release of the audited
financial reports for the period ended 31
December 2019.
14 days after the release of the audited
financial reports for the period ended 31
December 2019.
14 days after the release of the audited
financial reports for the period ended 31
December 2019.
[7]
Number
117,277
117,277
117,277
678,443
46,6671
40,0002
678,443
46,6671
80,0002
678,441
46,6661
80,0002
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Directors’ Report (continued)
Performance Rights (cont’d)
Tranche 1 – will vest upon continuous employment with the group until 31 December 2016; achievement of
greater than 500,000 unique visitors to the website www.rent.com.au in each of 3 consecutive months, on or
before 31 December 2018.
Tranche 2 ‐ will vest upon continuous employment with the group until 31 December 2016; achievement of
greater than $10,000,000 in revenue by Rent in any 12 month period on or before 31 December 2018.
Tranche 3 – will vest upon continuous employment with the group until 31 December 2016; achievement of
greater than $3,000,000 EBITDA by Rent in any 12 month period on or before 31 December 2019.
Tranche 4 – will vest upon continuous employment with the group until 31 December 2016; achievement of
greater than 500,000 unique visitors to the website www.rent.com.au in each of 3 consecutive months, on or
before 31 December 2018.
Tranche 5 – will vest upon continuous employment with the group until 31 December 2016; achievement of
greater than $10,000,000 in revenue by Rent in any 12 month period on or before 31 December 2018.
Tranche 6 – will vest upon continuous employment with the group until 31 December 2016; achievement of
greater than $3,000,000 EBITDA by Rent in any 12 month period on or before 31 December 2019.
1 Subsequent rights granted in August 2015 will vest upon continuous employment with the group until 30 June
2017.
2 Subsequent rights granted in February 2016 will vest upon continuous employment with the group until 31
December 2017.
Indemnification of officers
During the financial period, the Company entered into a policy to indemnify directors and officers against certain
liabilities incurred as a director or officer, including costs and expenses associated in successfully defending legal
proceedings. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the
premium. The Company has not otherwise, during or since the financial year, indemnified or agreed to indemnify
an officer or an auditor of the Company or of any related body corporate against a liability incurred as such an
officer or auditor.
Proceedings on behalf of the Group
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings
on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose
of taking responsibility on behalf of the Company for all or part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under
section 237 of the Corporations Act 2001.
[8]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Directors’ Report (continued)
Non‐Audit Services
Details of the amounts paid or payable to the auditor for non‐audit services provided by the auditor are outlined
in Note 7 to the financial statements.
The Board considers non‐audit services provided by the auditor in accordance with written advice provided by
resolution of the Board to satisfy themselves that the provision of those non‐audit services is compatible with,
and does not compromise, the auditor independence requirements of the Corporations Act 2001 for the following
reasons:
all non‐audit services are subject to the corporate governance procedures adopted by the Company and
review of the audit committee to ensure they do not impact the integrity and objectivity of the auditor;
and
all non‐audit services provided do not undermine the general principles relating to auditor independence
as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or
auditing the auditor’s own work, acting in a management or decision making capacity for the Company,
acting as an advocate for the Company or jointly sharing risks and rewards.
Shares under option
Unissued ordinary shares of Rent.com.au Limited under option as at 30 June 2016 are as follows:
Date Options Granted
Expiry Date
Issue Price of Shares
Number Under Option
17 June 2015
17 June 2015
17 June 2015
13 August 2015
22 February 2016
19 May 2016
23 June 2020
17 June 2020
17 June 2020
30 June 2017
31 December 2017
19 August 2016
$0.30
$0.25
$0.30
$0.30
$0.30
$0.15
7,000,0001
19,000,0002
14,185,0003
400,0003
2,100,0003
10,000,0001
1. Advisor options.
2. Employee options:
Tranche 1 – 10,000,000. Vest upon continuous employment with the group until 31 December 2016.
Tranche 2 – 4,500,000 Vest upon continuous employment with the group until 31 December 2016 and the VWAP
of shares trading at greater than $0.30 over 20 consecutive trading days.
Tranche 3 –4,500,000 Vest upon continuous employment with the group until 31 December 2016 and the VWAP
of shares trading at greater than $0.40 over 20 consecutive trading days.
3. Employee options:
Tranche 4 – 4,820,001. Vest upon continuous employment with the group until 31 December 2016 and the VWAP
of shares trading at greater than $0.30 over 20 consecutive trading days.
Tranche 5 – 4,820,001. Vest upon continuous employment with the group until 31 December 2016 and the VWAP
of shares trading at greater than $0.40 over 20 consecutive trading days.
Tranche 6 – 4,819,998. Vest upon continuous employment with the group until 31 December 2016 and the VWAP
of shares trading at greater than $0.60 over 20 consecutive trading days.
Total unissued ordinary shares under option as at the date of this report is 52,685,000.
[9]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Directors’ Report (continued)
Shares issued on the exercise of options
There were two (2) ordinary shares of Rent.com.au Limited issued during the six months ended 30 June 2015, and
up to the date of this report, on the exercise of options.
Audited Remuneration report
The remuneration report is set out under the following main headings:
A.
B.
C.
D.
E.
Principles used to determine the nature and amount of remuneration
Details of remuneration
Service agreements
Share‐based compensation
Additional information
Voting and comments made at the company's 2015 Annual General Meeting ('AGM')
At the 2015 AGM, 99.8% of the votes received supported the adoption of the remuneration report for the year
ended 30 June 2015. The company did not receive any specific feedback at the AGM regarding its remuneration
practices.
A.
Principles used to determine the nature and amount of remuneration
Remuneration Governance
The Board has elected to establish a remuneration committee in accordance with its Corporate Governance
Policy.
The following items are considered and discussed as deemed necessary at the remuneration committee meetings:
make specific recommendations to the board on remuneration of directors and senior officers;
recommend the terms and conditions of employment for any Executive Directors;
undertake a review of any Executive Director’s performance, at least annually, including setting with the
Executive Director goals for the coming year and reviewing progress in achieving those goals;
consider and report on the recommendations and remuneration of any Executive Directors; and
develop and facilitate a process for Board and Director evaluation.
Non‐Executive Directors
Fees and payments to non‐executive directors reflect the demands which are made on, and the responsibilities
of, the directors. Non‐executive directors’ fees and payments are reviewed annually by the remuneration
committee.
Directors’ Fees
Non‐executive directors’ fees are determined within an aggregate directors’ fee pool limit, which is periodically
recommended for approval by shareholders. The maximum currently stands at $350,000 per annum and was
approved at a previous annual general meeting.
The following fees were paid since 1 July 2015:
Non‐executive directors1:
Managing director:
$175,000
$350,400
1Fee paid in total Garry Garside, John Wood, Samuel McDonagh and Philip Warren.
[10]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Directors’ Report (continued)
Audited Remuneration report (cont’d)
A.
Principles used to determine the nature and amount of remuneration (cont’d)
Additional fees
A director may also be paid fees or other amounts as the directors determine if a director performs special duties
or otherwise performs services outside the scope of the ordinary duties of a director. A director may also be
reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties.
Retirement allowances for directors
Superannuation contributions required under the Australian Superannuation Guarantee Legislation continue to
be made and are deducted from the directors’ overall fee entitlements.
Executive pay
The executive pay and reward framework has the following components:
base pay and benefits, including superannuation;
car allowance;
short‐term incentives; and
long‐term incentives through participation in the Long Term Incentive Plan.
The combination of these comprises the executive’s total remuneration.
Base pay
The employment cost package which may be delivered as a combination of cash and prescribed non‐financial
benefits at the executives’ discretion.
Executives are offered a competitive base pay that comprises the fixed component of pay and rewards. Base pay
for executives is reviewed annually to ensure the executives’ pay is competitive with the market. An executive’s
pay is also reviewed every 12 months and may increase every 12 months.
Benefits
No benefits other than noted above are paid to directors or management except as incurred in normal operations
of the business.
Long term incentives
Long term incentives have been provided to directors and employees through the issue of performance shares,
employee options and performance rights during the year ended 30 June 2016.
At the annual general meeting of the Company, the Long Term Incentive Plan (‘LTIP’) was approved by
shareholders. The LTIP allows the Company to provide incentives which promote the long term performance,
growth and support of the Company.
[11]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Directors’ Report (continued)
Audited Remuneration report (cont’d)
A.
Principles used to determine the nature and amount of remuneration (cont’d)
The LTIP provides for the issuance of:
(a)
(b)
Performance Rights which, upon a determination by the Board that the performance conditions attached
to the Performance Rights have been met, will result in the issue of one ordinary Share in the Company for
each Performance Right; and
Plan Options which, upon a determination by the Board that the vesting conditions attached to the Plan
Options have been met, will result in the Plan Options vesting and being able to be exercised into Shares
by payment of the exercise price.
To achieve its corporate objectives, the Company needs to attract and retain its key staff. The Board believes
that grants made to eligible participants under the Plan will provide a powerful tool to underpin the Company's
employment and engagement strategy, and that the implementation of the Plan will:
(a)
(b)
(c)
(d)
enable the Company to recruit, incentivise and retain Key Management Personnel and other eligible
Employees needed to achieve the Company's business objectives;
link the reward of key staff with the achievements of strategic goals and the long term performance of the
Company;
align the financial interest of participants of the Plan with those of Shareholders; and
provide incentives to participants of the Plan to focus on superior performance that creates Shareholder
value.
The key features of the Plan are as follows:
(a)
(b)
(c)
The Board will determine the number of Performance Rights and Plan Options (Plan Securities) to be
granted to Eligible Employees (or their Affiliates) and the vesting conditions, expiry date of the Plan
Securities and the exercise price of the Plan Options in its sole discretion.
The Plan Securities are not transferable unless the Board determines otherwise or the transfer is required
by law and provided that the transfer complies with the Corporations Act.
Subject to the Corporations Act and the Listing Rules and restrictions on reducing the rights of a holder of
Plan Securities, the Board will have the power to amend the Plan as it sees fit.
[12]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Directors’ Report (continued)
Audited Remuneration report (cont’d)
B.
Details of remuneration
Amounts of remuneration
Details of the remuneration of the directors and the key management personnel of the Company are found below:
Director
Mr. Philip Warren
Dr. Garry Garside
Mr. Mark Woschnak
Mr. John Wood
Mr. Samuel McDonagh
Appointed
18 September 2014
15 June 2015
15 June 2015
15 June 2015
15 June 2015
Resigned
‐
‐
22 July 2016
‐
‐
KMP
Mr. Jan Ferreira
Maya William
Scott Waters
Appointed
28 April 2014
21 September 2015
14 September 2015
Resigned
‐
‐
‐
1. Mr David Berridge and Mr Rupert Quekett ceased to be KMP upon establishment of Executive Team following commencement of Ms.
William and Mr. Waters.
Key Management personnel and other executives of the Company
Details of remuneration for the twelve months ended 30 June 2016
KMP
Base Fee
$
Super‐annuation
$
Long Service
Leave
$
Performance
Rights
$
Options1
$
Total
$
Percentage
based on
performance
Philip Warren
Garry Garside
Mark Woschnak
John Wood
Samuel McDonagh
Jan Ferreira
Maya William
Scott Waters
David Berridge2
Rupert Quekett2
Total
40,000
55,000
319,819
40,000
40,000
225,000
155,384
143,308
25,385
26,923
1,070,819
‐
‐
30,334
‐
‐
21,414
14,764
13,866
2,412
2,558
85,348
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
6,227
183,518
3,277
10,487
5,899
507
507
‐
‐
210,422
‐
79,965
2,374,666
43,380
130,080
73,170
12,918
12,918
‐
‐
2,727,097
40,000
141,192
2,908,337
86,657
180,567
325,483
183,573
170,599
27,797
29,481
4,093,686
0.00%
61.05%
86.32%
53.84%
77.85%
24.29%
7.31%
7.87%
0.00%
0.00%
71.76%
1. Options include both share based payments and advisor options.
2 Ceased to be KMP upon establishment of Executive Team following commencement of Ms. William and Mr. Waters.
[13]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Directors’ Report (continued)
Audited Remuneration report (cont’d)
B.
Details of remuneration (cont’d)
Details of remuneration for the six months ended 30 June 2015
KMP
Base Fee
$
Superannuation
$
Performance
Rights
$
Options1
$
Total
$
Ian Macliver
‐
Mark Titchener
‐
Philip Warren
‐
Garry Garside
43
Mark Woschnak
1,278
John Wood
23
Samuel McDonagh
73
Jan Ferreira
41
David Berridge
73
Rupert Quekett
37
Total
1,568
1. Options include both share based payments and advisor options.
20,000
20,000
20,000
2,292
21,157
1,667
1,667
15,577
9,363
9,742
121,465
‐
‐
‐
‐
2,010
‐
‐
1,480
889
926
5,305
‐
‐
129,296
3,086
91,434
1,659
5,072
2,853
‐
2,536
235,936
20,000
20,000
149,296
5,421
115,879
3,349
6,812
19,951
10,325
13,241
364,274
Percentage
based on
performance
0.00%
0.00%
86.50%
57.73%
80.01%
50.23%
75.53%
14.51%
0.71%
19.43%
29.71%
Performance Rights granted as part of remuneration for the year ended 30 June 2016.
KMP
Grant Date
Number
Granted
Number
vested at
year end
Average fair value per
performance share at
grant date
Maya William
Scott Waters
Total
22 February 2016
22 February 2016
100,000
100,000
200,000
‐
‐
$0.225
$0.225
Expiry
date
Maximum
total of
grant yet to
vest
100,000 Various
100,000 Various
200,000
Options (share based payments and advisor options) granted as compensation to KMP for the year ended 30 June
2016.
KMP
Grant Date
Number
Granted
Vesting date
Expiry Date
Exercise
price
Maya William
Scott Waters
Total
22 February 2016
22 February 2016
500,000
500,000
1,000,000
31 December 2017
31 December 2017
21 February 2021
21 February 2021
$0.30
$0.30
Fair value
per
option at
grant
date
$0.135
$0.135
[14]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Directors’ Report (continued)
Audited Remuneration report (cont’d)
C.
Service agreements
Remuneration and other terms of employment for the Managing Director and other Key Management Personnel
are formalised in employment contracts. Other major provisions of the agreements relating to remuneration are
set out below:
Mark Woschnak, Managing Director:
Mr. Woschnak stepped down from his role on 22 July 2016 and is no longer a KMP of Rent.com.au Limited.
No set term of agreement, will continue in accordance with provisions in Executive Service Agreement.
Base salary, exclusive of superannuation, was $300,000 per annum
$20,000 car allowance per annum
The number of performance rights and employee options under the Long Term Incentive Plan
A payment based on a percentage of the Base Salary on the achievement of key performance indicators
to be set by the Company, having regard to the financial position and performance of the Group, under a
short term incentive plan to be implemented by the Company.
Jan Ferreira, Chief Financial Officer and Joint Company Secretary
Mr. Ferreira’s Executive Services Agreement for the position of Chief Financial Officer and Company
Secretary has no fixed period and may be terminated by provision of six months’ prior written notice by
either party.
Mr. Ferreira received a base salary of $225,000 per annum, plus statutory superannuation entitlements.
Mr. Ferreira is eligible to participate in the Long Term Incentive Plan and was issued 900,000 Employee
Options and 316,647 Performance Rights.
Mr. Ferreira will also be eligible to participate in a short term incentive scheme which RENT is proposing
to implement. The Board will determine a percentage of base salary that may be payable to Mr. Ferreira
on the achievement of key performance indicators to be set having regard to the financial position and
performance of the Group.
Scott Waters, General Manager – Products & Services
Mr. Waters’ Executive Services Agreement for the position of General Manager – Products & Services has
no fixed period and may be terminated by provision of three months’ prior written notice by either party.
Mr. Waters received a base salary of $180,000 per annum, plus statutory superannuation entitlements.
Mr. Waters is eligible to participate in the Long Term Incentive Plan and was issued 500,000 Employee
Options and 100,000 Performance Rights.
Mr. Waters will also be eligible to participate in a short term incentive scheme which RENT is proposing
to implement. The Board will determine a percentage of base salary that may be payable to Mr. Waters
on the achievement of key performance indicators to be set having regard to the financial position and
performance of the Group.
[15]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Directors’ Report (continued)
Audited Remuneration report (cont’d)
C.
Service agreements (cont’d)
Maya William, General Manager – Marketing
Ms. William’s Executive Services Agreement for the position of General Manager ‐ Marketing has no fixed
period and may be terminated by provision of three months’ prior written notice by either party.
Ms. William received a base salary of $200,000 per annum, plus statutory superannuation entitlements.
Ms. William is eligible to participate in the Long Term Incentive Plan and was issued 500,000 Employee
Options and 100,000 Performance Rights.
Ms. William will also be eligible to participate in a short term incentive scheme which RENT is proposing
to implement. The Board will determine a percentage of base salary that may be payable to Ms. William
on the achievement of key performance indicators to be set having regard to the financial position and
performance of the Group.
The non‐executive directors are subject to service agreements which cover relevant provisions including term,
fees, independence, re‐election and the role requirements.
D.
Share‐based compensation
Other than outlined above, Rent.com.au Limited paid no share‐based compensation during the year.
E.
Additional Information
Equity instruments held by Key Management Personnel
1. Options
The number of options over ordinary shares held by each KMP of the Company during the year ended 30 June
2016 is as follows:
30 June 2016
Balance at
start of the
period
Granted
during the
period
Exercised
during
the
period
Other
changes
during the
period
Balance at
30 June
2016
Vested
during the
period
Vested and
exercise‐
able
Vested and
unexercis‐
able
Philip Warren
1,051,149
950,000
500,000
28,000,000
1,600,000
900,000
800,000
Garry Garside
John Wood
Mark
Woschnak2
Samuel
McDonagh
Jan Ferreira
Rupert Quekett1
Maya William
Scott Waters
‐
‐
500,000
500,000
Total
33,801,149
1,000,000
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
(1,148)
1,050,001
1,012,500
37,501
1,012,500
‐
‐
‐
‐
‐
(800,000)
‐
‐
950,000
500,000
28,000,000
1,600,000
900,000
‐
500,000
500,000
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
(801,148)
34,000,001
1,012,500
37,501
1,012,500
1. Mr Berridge and Mr Quekett ceased to be key management personnel from 14 September 2015.
2. Mr Woschnak resigned subsequent to year end on 22 July 2016.
[16]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Directors’ Report (continued)
Audited Remuneration report (cont’d)
2. Shareholdings
The number of ordinary shares in Rent.com.au Limited held by each KMP of the Company during the year ended
30 June 2016 is as follows:
30 June 2016
Balance at
beginning of the
period
Granted as
remuneration
during the
period
Issued on exercise
of options during
the period
Other changes during
the period
Balance at
30 June 2016
Philip Warren
Garry Garside
John Wood
Mark Woschnak2
Samuel McDonagh
Jan Ferreira
David Berridge1
Rupert Quekett1
Total
94,432
1,889,665
8,432,219
6,454,743
122,229
34,046
273,825
9,900
‐
‐
‐
‐
‐
‐
‐
‐
17,311,059
1. Mr Berridge and Mr Quekett ceased to be KMP from 14 September 2015.
2. Mr Woschnak resigned subsequent to year end on 22 July 2016.
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
31,477
532,691
3,338,144
6,306,835
65,813
(29,508)
(273,825)
(9,900)
9,961,727
125,909
2,422,356
11,770,363
12,761,578
188,042
4,538
‐
‐
27,272,786
3. Performance Rights
The number of performance rights in Rent.com.au Limited held by each KMP of the company during the year
ended 30 June 2016 is as follows:
30 June 2016
Balance at
start of the
period
Received as
Remuneration
Performance
Rights
Converted
Other
Movements
Balance at
30 June
2016
Vested and
Exercisable at
30 June 2016
Unvested at 30
June 2016
Philip Warren
Garry Garside
John Wood
‐
334,239
175,914
Mark Woschnak2
9,851,223
Samuel
McDonagh
Jan Ferreira
Maya William
Scott Waters
562,926
316,647
‐
‐
David Berridge1
Rupert Quekett1
562,926
281,463
‐
‐
‐
‐
‐
‐
100,000
100,000
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
(562,926)
(281,463)
‐
334,239
175,914
9,851,223
562,926
316,647
100,000
100,000
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
334,239
175,914
9,851,223
562,926
316,647
100,000
100,000
‐
‐
Total
12,085,338
200,000
‐
(844,389) 11,440,949
‐
11,440,949
1. Mr Berridge and Mr Quekett ceased to be KMP from 14 September 2015.
2. Mr Woschnak resigned on 22 July 2016 and ceased to be KMP
[17]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Directors’ Report (continued)
Audited Remuneration report (cont’d)
E.
Additional Information (cont’d)
4. Performance Shares
Performance shares were issued as consideration to the vendors of Rent.com.au. The number of performance
shares in Rent.com.au Limited held by each KMP of the company during the year ended 30 June 2016 is as follows:
30 June 2016
Philip Warren
Garry Garside
John Wood
Balance at
start of the
period
‐
872,073
7,758,137
Mark Woschnak
2,978,838
Samuel McDonagh
Jan Ferreira
David Berridge
Rupert Quekett
56,409
13,615
126,369
‐
Total
11,805,441
Other KMP Transactions
Received as
Remuneration
Performance
Shares
Converted
Other
Movements
Balance at
30 June
2016
Vested and
Exercisable
at 30 June
2016
Unvested at
30 June 2016
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
(290,691)
(1,690,055)
(992,946)
(18,803)
(4,538)
(42,123)
‐
‐
‐
‐
‐
‐
‐
(84,246)
‐
‐
581,382
6,068,082
1,985,892
37,606
9,077
‐
‐
(3,039,156)
(84,246)
8,682,039
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
581,382
6,068,082
1,985,892
37,606
9,077
‐
‐
8,682,039
Transactions between related parties are on normal commercial terms and conditions no more favourable than
those available to other parties unless otherwise stated. The following transactions occurred with related parties:
Transactions:
Company secretarial fee ‐ Grange Consulting[1]
Advisory and capital issue costs – Grange Consulting(1)
Rental expense ‐ Prime Health Group Property Trust[2]
Interest expense ‐Prime Health Group Property Trust[2]
Other expenses [2]
Balances:
Amount due to Prime Health Group Property Trust[2]
Amount due to Sealcrest Pty Ltd[2]
30 June 2016
$
73,066
47,905
43,048
31,069
4,007
343,037
‐
[1] Philip Warren is a director and shareholder.
[2] Garry Garside is a director of Sealcrest Pty Ltd atf Prime Health Group Property Trust.
There have been no other transactions other than those described above.
[18]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Directors’ Report (continued)
Audited Remuneration report (cont’d)
E.
Additional Information (cont’d)
Additional information
The earnings of the consolidated entity for the five years to 30 June 2016 are summarised below:
2016
$
2015+
$
2014
$
2013*
$
2012*
$
Sales revenue
748,495
171,197
454,289
50,484
49,105
EBITDA
EBIT
(7,216,670)
(927,249)
(1,442,099)
(9,878,470)
(2,598,192)
(7,464,919)
(1,059,369)
(1,647,509)
(9,878,470)
(2,598,192)
Loss after income tax
(12,820,585)
(3,655,771)
(1,647,509)
(9,878,470)
(2,598,192)
The factors that are considered to affect total shareholders return ('TSR') are summarised below:
2016
2015
2014
2013
2012
Share price at financial year end ($)
Total dividends declared (cents per
share)
Basic earnings per share (cents per
share)
0.16
0.18
0.01
0.01
0.20
-
-
-
-
-
(12.42)
(6.62)
(3.75)
(0.14)
(0.15)
*
†
relates to Select Exploration Ltd. On 15 June 2015, Select Exploration Ltd completed the acquisition of 100%
of Rent.com.au (Operations) Pty Ltd and was subsequently renamed to Rent.com.au Ltd and changed the
scale and nature of its activities.
The 2015 financial year was an abridged, 6 month financial year.
[This concludes the remuneration report, which has been audited]
Auditor
RSM Australia Partners continues in office in accordance with section 327 of the Corporations Act 2001.
Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001.
The lead auditor’s independence declaration is set out on the following page for the year ended 30 June 2016.
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations
Act 2001.
On behalf of the directors
Dr. Garry Garside
Non-executive Chairman
22 August 2016
[19]
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Rent.com.au Limited for the year ended 30 June 2016, I
declare that, to the best of my knowledge and belief, there have been no contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA PARTNERS
Perth, WA
Dated: 22 August 2016
TUTU PHONG
Partner
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
RENT.COM.AU LIMITED
Report on the Financial Report
We have audited the accompanying financial report of Rent.com.au Limited, which comprises the statement of
financial position as at 30 June 2016, and the statement of profit or loss and other comprehensive income,
statement of changes in equity and statement of cash flows for the year then ended, notes comprising a
summary of significant accounting policies and other explanatory information, and the directors' declaration of
the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to
time during the financial year.
Directors’ Responsibility for the Financial Report
The directors of the company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that is free from
material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with
Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with
International Financial Reporting Standards.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in
accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant
ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable
assurance about whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial report. The procedures selected depend on the auditor's judgement, including the assessment of the
risks of material misstatement of the financial report, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of
the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates
made by the directors, as well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to
the directors of Rent.com.au Limited, would be in the same terms if given to the directors as at the time of this
auditor's report.
Opinion
In our opinion:
(a) the financial report of Rent.com.au Limited is in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2016 and of its
performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.
Report on the Remuneration Report
We have audited the Remuneration Report included within the directors’ report for the year ended 30 June
2016. The directors of the company are responsible for the preparation and presentation of the Remuneration
Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing
Standards.
Opinion
In our opinion, the Remuneration Report of Rent.com.au Limited for the year ended 30 June 2016 complies with
section 300A of the Corporations Act 2001.
RSM AUSTRALIA PARTNERS
Perth, WA
Dated: 22 August 2016
TUTU PHONG
Partner
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 30 June 2016
Consolidated
Note
30 June 2016
6 Months to
30 June 2015
3
11
25
4
5
$
748,495
123,049
871,544
(1,289,396)
(102,940)
(248,249)
(3,780,807)
(31,291)
$
171,197
3,064
174,261
(188,624)
(120,790)
(132,120)
(461,251)
(66,841)
‐
(1,524,642)
(5,447,424)
(1,007,983)
(2,792,022)
(327,781)
(12,820,585)
(3,655,771)
‐
‐
(12,820,585)
(3,655,771)
‐
‐
(12,820,585)
(3,655,771)
Revenue
Other Income
Administration charges
Consulting and business development costs
Depreciation and amortisation
Employee benefits expense
Finance charges
Restructuring/relisting expense
Share based payment expense
Others
Loss before income tax
Income tax benefit/expense
Loss after Income Tax
Other comprehensive income
Total comprehensive (loss) attributable to owners of
Rent.com.au Limited
Earnings per share for loss from continuing operations
attributable to the ordinary equity holders of the company:
Basic and diluted (loss) per share (cents per share)
8
(12.42)
(6.62)
The above consolidated statement of profit or loss and other comprehensive income should be read in
conjunction with the accompanying notes.
[23]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Consolidated Statement of Financial Position
As at 30 June 2016
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
TOTAL CURRENT ASSETS
NON‐CURRENT ASSETS
Plant and equipment
Intangible assets
TOTAL NON‐CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Borrowings
Employee benefits
TOTAL CURRENT LIABILITIES
NON‐CURRENT LIABILITIES
Trade and other payables
Borrowings
TOTAL NON‐CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserve
Accumulated losses
TOTAL EQUITY
Consolidated
Note
30 June 2016
$
30 June 2015
$
9
10
16
17
13
20
18
13
20
14
12
19
6,080,209
170,430
6,250,639
122,060
754,799
876,859
4,453,304
156,967
4,610,271
15,685
549,587
565,272
7,127,498
5,175,543
1,405,399
41,542
363,912
1,810,853
36,086
63,350
99,436
345,427
‐
256,606
602,033
354,961
‐
354,961
1,910,289
956,994
5,217,209
4,218,549
26,777,938
4,823,253
(26,383,982)
5,217,209
16,773,963
1,007,983
(13,563,397)
4,218,549
The above consolidated statement of financial position should be read in conjunction with the accompanying
notes.
[24]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Consolidated Statement of Changes in Equity
For the year ended 30 June 2016
Issued Capital
Note
$
Share based
payment
reserve
$
Accumulated
Losses
$
Total
$
Balance at 1 July 2015
Total loss for the year
Total comprehensive income/(loss) for the
year
Transaction with owners in their capacity as
owners:
Shares issued
Share based payments
Share issue costs
Balance at 30 June 2016
For the six months ended 30 June 2015
Consolidated
Balance at 1 January 2015
Total loss for the year
Total comprehensive income/(loss) for the
year
Transaction with owners in their capacity as
owners:
Shares issued
Elimination of existing investment in
Rent.com.au (Operations) Pty Ltd
Issue of shares for acquisition of subsidiary
Share based payments
Shares issued
Share issue costs
Balance at 30 June 2015
16,773,963
1,007,983
(13,563,397)
(12,820,585)
4,218,549
(12,820,585)
‐
‐
(12,820,585)
(12,820,585)
10,776,210
‐
(772,235)
10,003,975
26,777,938
‐
3,815,270
‐
3,815,270
4,823,253
‐
‐
‐
‐
(26,383,982)
10,776,210
3,815,270
(772,235)
13,819,245
5,217,209
Issued Capital
Share based
payment
reserve
Accumulated
Losses
Total
Note
$
$
$
10,384,424
‐
‐
40,000
(250,000)
1,949,539
‐
5,000,000
(350,000)
6,389,539
16,773,963
‐
‐
‐
‐
‐
‐
1,007,983
‐
‐
1,007,983
1,007,983
(9,907,626)
(3,655,771)
$
476,798
(3,655,771)
(3,655,771)
(3,655,771)
‐
‐
‐
‐
‐
‐
(13,563,397)
40,000
(250,000)
1,949,539
1,007,983
5,000,000
(350,000)
7,397,522
4,218,549
The consolidated statement of changes in equity is to be read in conjunction with the accompanying notes.
[25]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Consolidated Statement of Cash Flows
For the year ended 30 June 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Interest received
Interest paid
Other income
Consolidated
Note
30 June 2016
$
6 Months to
30 June 2015
$
765,136
(7,148,050)
56,506
(31,292)
66,544
118,797
(973,692)
3,064
(66,841)
137,705
Net cash used in operating activities
24
(6,291,156)
(780,967)
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for property, plant and equipment
Payments for development costs
Receipt from R&D grant
Acquisition of subsidiary, net cash acquired
11
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of share capital
Repayment of borrowings
Share issue costs
Net cash provided by financing activities
(15,070)
(491,179)
74,839
‐
(431,410)
9,145,237
(23,531)
(772,235)
8,349,471
(4,751)
(200,176)
‐
260,967
56,040
5,040,000
‐
(350,000)
4,690,000
Net increase in cash held
1,626,905
3,965,073
Cash and cash equivalents at beginning of financial year/period
4,453,304
488,231
Cash and cash equivalents at end of financial year/period
6,080,209
4,453,304
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
[26]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements
This financial report of Rent.com.au Limited (‘company’) and its controlled entities (‘consolidated entity’ or ‘the
Group’) for the year ended 30 June 2016 was authorised for issue in accordance with a resolution of the Directors
on 22 August 2016.
Rent.com.au Limited is a company limited by shares incorporated in Australia whose shares are publicly traded
on the Australian Securities Exchange.
1.
Significant Accounting Policies
The principal accounting policies adopted in the preparation of the financial statements are set out below.
These policies have been consistently applied to all the years presented, unless otherwise stated.
New, revised or amending Accounting Standards and Interpretations adopted
The consolidated entity has adopted all of the new, revised or amending Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the
current reporting period.
Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have
not been early adopted.
Basis of Preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting
Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the
Corporations Act 2001, as appropriate for for‐profit oriented entities. These financial statements also
comply with International Financial Reporting Standards as issued by the International Accounting
Standards Board ('IASB').
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where
applicable, the revaluation of available‐for‐sale financial assets, financial assets and liabilities at fair value
through profit or loss, investment properties, certain classes of property, plant and equipment and
derivative financial instruments.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of applying the consolidated entity's
accounting policies. The areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial statements, are disclosed in note 2.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the
consolidated entity only. Supplementary information about the parent entity is disclosed within these
financial statements.
The presentation currency is Australian dollars.
[27]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
1. Significant Accounting Policies (cont’d)
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of
Rent.com.au Limited ('company' or 'parent entity') as at 30 June 2016 and the results of all subsidiaries for
the year then ended. Rent.com.au Limited and its subsidiaries together are referred to in these financial
statements as the 'consolidated entity' or ‘the Group’.
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity
controls an entity when the consolidated entity is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns through its power to direct the
activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to
the consolidated entity. They are de‐consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the
consolidated entity are eliminated. Unrealised losses are also eliminated unless the transaction provides
evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed
where necessary to ensure consistency with the policies adopted by the consolidated entity.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in
ownership interest, without the loss of control, is accounted for as an equity transaction, where the
difference between the consideration transferred and the book value of the share of the non‐controlling
interest acquired is recognised directly in equity attributable to the parent.
Non‐controlling interest in the results and equity of subsidiaries are shown separately in the statement of
profit or loss and other comprehensive income, statement of financial position and statement of changes
in equity of the consolidated entity. Losses incurred by the consolidated entity are attributed to the non‐
controlling interest in full, even if that results in a deficit balance.
Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill,
liabilities and non‐controlling interest in the subsidiary together with any cumulative translation differences
recognised in equity. The consolidated entity recognises the fair value of the consideration received and
the fair value of any investment retained together with any gain or loss in profit or loss.
Reverse Acquisition accounting
During the prior year, Rent.com.au Limited (formerly Select Exploration Limited), the legal parent and legal
acquirer, completed the acquisition of Rent.com.au (Operations) Pty Ltd (previously Rent.com.au Pty Ltd)
(“Rent.com.au Subsidiary”). The acquisition did not meet the definition of a business combination in
accordance with AASB 3 Business Combinations. Instead the acquisition has been treated as a group
recapitalisation, using the principles of reverse acquisition accounting in AASB 3 Business Combinations
given the substance of the transaction is that Rent.com.au Subsidiary has effectively been recapitalised.
Accordingly, the consolidated financial statements have been prepared as if Rent.com.au Subsidiary has
acquired Rent.com.au Limited, not vice versa as represented by the legal position. The recapitalisation is
measured at the fair value of the equity instruments that would have been given by Rent.com.au Subsidiary
to have exactly the same percentage holding in the new structure at the date of the transaction.
The impact of the group restructure on each of the primary statements is as follows:
[28]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
1. Significant Accounting Policies (cont’d)
Statement of Profit or Loss and Other Comprehensive Income
The 30 June 2016 comparative statements comprise 12 months of Rent.com.au Subsidiary and
Rent.com.au Limited.
The 30 June 2015 consolidated statements comprise 6 months of Rent.com.au Subsidiary and 15
days of Rent.com.au Limited.
Operating segments
Operating segments are presented using the 'management approach', where the information presented is
on the same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The
CODM is responsible for the allocation of resources to operating segments and assessing their
performance.
Foreign currency translation
The financial statements are presented in Australian dollars, which is Rent.com.au Limited's functional and
presentation currency.
Foreign currency transactions
Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at
the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation at financial year‐end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in profit or loss.
Revenue Recognition
Revenue is recognised when it is probable that the economic benefit will flow to the consolidated entity
and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration
received or receivable.
Subscription services
Subscription revenues are recognised on a straight‐line basis over the contract period.
Listing fees
Listing fees are recognised when the customer places an advertisement leading to an enforceable claim by
the Group.
Products and services revenue
Products and services revenue is recognised at the point of sale. Amounts disclosed are net of returns and
discounts.
Advertising revenue
Revenues from site display advertising are recognised when the advertisements are displayed. Where the
Group has utilised the services of an external sales agency to sell advertising services on behalf of the Group,
the revenues are recorded net of the sales commissions paid to the sales agency. Revenues from database
advertising are recognised when the obligations under the relevant contract are fulfilled.
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.
[29]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
1. Significant Accounting Policies (cont’d)
Revenue Recognition (cont’d)
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
All revenue is stated net of the amount of goods and services tax (GST).
Income Tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based
on the applicable income tax rate for each jurisdiction, adjusted by the 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 be
applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted
or substantively enacted, except for:
When the deferred income tax asset or liability arises from the initial recognition of goodwill or an
asset or liability in a transaction that is not a business combination and that, at the time of the
transaction, affects neither the accounting nor taxable profits; or
When the taxable temporary difference is associated with interests in subsidiaries, associates or
joint ventures, and the timing of the reversal can be controlled and it is probable that the
temporary difference will not reverse in the foreseeable future.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting
date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future
taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred
tax assets are recognised to the extent that it is probable that there are future taxable profits available to
recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current
tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they
relate to the same taxable authority on either the same taxable entity or different taxable entities which
intend to settle simultaneously.
Current and non‐current classification
Assets and liabilities are presented in the statement of financial position based on current and non‐current
classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed
in the entity's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be
realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted
from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other
assets are classified as non‐current.
[30]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
1. Significant Accounting Policies (cont’d)
Current and non‐current classification (cont’d)
A liability is classified as current when: it is either expected to be settled in the entity's normal operating
cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the
reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12
months after the reporting period. All other liabilities are classified as non‐current.
Deferred tax assets and liabilities are always classified as non‐current.
Cash and Cash Equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other
short‐term, highly liquid investments with original maturities of three months or less that are readily
convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For
the statement of cash flows presentation purposes, cash and cash equivalents also includes bank
overdrafts, which are shown within borrowings in current liabilities on the statement of financial position.
Trade and Other Receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using
the effective interest method, less any provision for impairment. Trade receivables are generally due for
settlement within 30 days.
Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be
uncollectable are written off by reducing the carrying amount directly. A provision for impairment of trade
receivables is raised when there is objective evidence that the consolidated entity will not be able to collect
all amounts due according to the original terms of the receivables. Significant financial difficulties of the
debtor, probability that the debtor will enter bankruptcy or financial reorganisation and default or
delinquency in payments (more than 60 days overdue) are considered indicators that the trade receivable
may be impaired. The amount of the impairment allowance is the difference between the asset's carrying
amount and the present value of estimated future cash flows, discounted at the original effective interest
rate. Cash flows relating to short‐term receivables are not discounted if the effect of discounting is
immaterial.
Other receivables are recognised at amortised cost, less any provision for impairment.
Non‐current assets or disposal groups classified as held for sale
Non‐current assets and assets of disposal groups are classified as held for sale if their carrying amount will
be recovered principally through a sale transaction rather than through continued use. They are measured
at the lower of their carrying amount and fair value less costs of disposal. For non‐current assets or assets
of disposal groups to be classified as held for sale, they must be available for immediate sale in their present
condition and their sale must be highly probable.
An impairment loss is recognised for any initial or subsequent write down of the non‐current assets and
assets of disposal groups to fair value less costs of disposal. A gain is recognised for any subsequent
increases in fair value less costs of disposal of a non‐current assets and assets of disposal groups, but not
in excess of any cumulative impairment loss previously recognised.
[31]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
1. Significant Accounting Policies (cont’d)
Non‐current assets or disposal groups classified as held for sale (cont’d)
Non‐current assets are not depreciated or amortised while they are classified as held for sale. Interest and
other expenses attributable to the liabilities of assets held for sale continue to be recognised.
Non‐current assets classified as held for sale and the assets of disposal groups classified as held for sale are
presented separately on the face of the statement of financial position, in current assets. The liabilities of
disposal groups classified as held for sale are presented separately on the face of the statement of financial
position, in current liabilities.
Plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical
cost includes expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight‐line basis to write off the net cost of each item of plant and
equipment over their expected useful lives as follows:
Computer equipment
Furniture and fittings
2‐4 years
4 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at
each reporting date.
Leasehold improvements are depreciated over the unexpired period of the lease or the estimated useful
life of the assets, whichever is shorter.
An item of 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.
Leases
The determination of whether an arrangement is or contains a lease is based on the substance of the
arrangement and requires an assessment of whether the fulfilment of the arrangement is dependent on
the use of a specific asset or assets and the arrangement conveys a right to use the asset.
A distinction is made between finance leases, which effectively transfer from the lessor to the lessee
substantially all the risks and benefits incidental to the ownership of leased assets, and operating leases,
under which the lessor effectively retains substantially all such risks and benefits.
Finance leases are capitalised. A lease asset and liability are established at the fair value of the leased assets,
or if lower, the present value of minimum lease payments. Lease payments are allocated between the
principal component of the lease liability and the finance costs, so as to achieve a constant rate of interest
on the remaining balance of the liability.
[32]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
1. Significant Accounting Policies (cont’d)
Leases (cont’d)
Leased assets acquired under a finance lease are depreciated over the asset's useful life or over the shorter
of the asset's useful life and the lease term if there is no reasonable certainty that the consolidated entity
will obtain ownership at the end of the lease term.
Operating lease payments, net of any incentives received from the lessor, are charged to profit or loss on
a straight‐line basis over the term of the lease.
Intangible assets
IT development and software
Costs incurred in developing products or systems and costs incurred in acquiring software and licenses
that will contribute to future period financial benefits through revenue generation and/or cost reduction
are capitalised to software and systems.
These intangible assets have finite lives and are subject to amortisation on a straight line basis. The
useful lives for these assets are as follows:
Software
4 years
Research and development
Research expenditure is recognised as an expense as incurred. Costs incurred on development projects
(relating to the design and testing of new or improved services) are recognised as intangible assets when
it is probable that the project will, after considering its commercial and technical feasibility, be
completed and generate future economic benefits and its costs can be measured reliably. The
expenditure capitalised comprises all directly attributable costs, including costs of materials, services,
direct labour and an appropriate proportion of overheads. Other development expenditures that do not
meet these criteria are recognised as an expense as incurred. Development costs previously recognised
as an expense are not recognised as an asset in a subsequent period. Capitalised development costs are
recorded as intangible asset and amortised from the point of which the asset is ready for use on a
straight line basis over its useful life of 4 years.
Impairment of non‐financial assets
Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and
are tested annually for impairment, or more frequently if events or changes in circumstances indicate that
they might be impaired. Other non‐financial assets are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is
recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value‐in‐use. The value‐
in‐use is the present value of the estimated future cash flows relating to the asset using a pre‐tax discount
rate specific to the asset or cash‐generating unit to which the asset belongs. Assets that do not have
independent cash flows are grouped together to form a cash‐generating unit.
[33]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
1. Significant Accounting Policies (cont’d)
Trade and Other Payables
These amounts represent liabilities for goods and services provided to the consolidated entity prior to the
end of the financial year and which are unpaid. Due to their short‐term nature they are measured at
amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of
recognition.
Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of
transaction costs. They are subsequently measured at amortised cost using the effective interest method.
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.
Provisions
Provisions are recognised when the consolidated entity has a present (legal or constructive) obligation as a
result of a past event, it is probable the consolidated entity will be required to settle the obligation, and a
reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the
best estimate of the consideration required to settle the present obligation at the reporting date, taking
into account the risks and uncertainties surrounding the obligation. If the time value of money is material,
provisions are discounted using a current pre‐tax rate specific to the liability. The increase in the provision
resulting from the passage of time is recognised as a finance cost.
Employee benefits
Short‐term employee benefits
Liabilities for wages and salaries, including non‐monetary benefits, annual leave and long service leave
expected to be settled wholly within 12 months of the reporting date are measured at the amounts
expected to be paid when the liabilities are settled.
Other long‐term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the
reporting date are measured as the present value of expected future payments to be made in respect of
services provided by employees up to the reporting date using the projected unit credit method.
Consideration is given to expected future wage and salary levels, experience of employee departures and
periods of service. Expected future payments are discounted using market yields at the reporting date on
corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated
future cash outflows.
[34]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
1. Significant Accounting Policies (cont’d)
Employee benefits (cont’d)
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they are
incurred.
Share‐based payments
Equity‐settled and cash‐settled share‐based compensation benefits are provided to employees. Equity‐
settled transactions are awards of shares, or options over shares, that are provided to employees in
exchange for the rendering of services. Cash‐settled transactions are awards of cash for the exchange of
services, where the amount of cash is determined by reference to the share price.
The cost of equity‐settled transactions are measured at fair value on grant date. Fair value is independently
determined using either the Binomial or Black‐Scholes option pricing model that takes into account the
exercise price, the term of the option, the impact of dilution, the share price at grant date and expected
price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the
term of the option, together with non‐vesting conditions that do not determine whether the consolidated
entity receives the services that entitle the employees to receive payment. No account is taken of any other
vesting conditions.
The cost of equity‐settled transactions are recognised as an expense with a corresponding increase in
equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date
fair value of the award, the best estimate of the number of awards that are likely to vest and the expired
portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative
amount calculated at each reporting date less amounts already recognised in previous periods.
The cost of cash‐settled transactions is initially, and at each reporting date until vested, determined by
applying either the Binomial or Black‐Scholes option pricing model, taking into consideration the terms and
conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the
liability is calculated as follows:
during the vesting period, the liability at each reporting date is the fair value of the award at that date
multiplied by the expired portion of the vesting period.
from the end of the vesting period until settlement of the award, the liability is the full fair value of
the liability at the reporting date.
All changes in the liability are recognised in profit or loss. The ultimate cost of cash‐settled transactions is
the cash paid to settle the liability.
Market conditions are taken into consideration in determining fair value. Therefore any awards subject to
market conditions are considered to vest irrespective of whether or not that market condition has been
met, provided all other conditions are satisfied.
If equity‐settled awards are modified, as a minimum an expense is recognised as if the modification has not
been made. An additional expense is recognised, over the remaining vesting period, for any modification
that increases the total fair value of the share‐based compensation benefit as at the date of modification.
[35]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
1. Significant Accounting Policies (cont’d)
Employee benefits (cont’d)
Share‐based payments – continued
If the non‐vesting condition is within the control of the consolidated entity or employee, the failure to
satisfy the condition is treated as a cancellation. If the condition is not within the control of the consolidated
entity 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.
Fair value measurement
When an asset or liability, financial or non‐financial, is measured at fair value for recognition or disclosure
purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date; and assumes that
the transaction will take place either: in the principal market; or in the absence of a principal market, in the
most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or
liability, assuming they act in their economic best interests. For non‐financial assets, the fair value
measurement is based on its highest and best use. Valuation techniques that are appropriate in the
circumstances and for which sufficient data are available to measure fair value, are used, maximising the
use of relevant observable inputs and minimising the use of unobservable inputs.
Assets and liabilities measured at fair value are classified, into three levels, using a fair value hierarchy that
reflects the significance of the inputs used in making the measurements. Classifications are reviewed at
each reporting date and transfers between levels are determined based on a reassessment of the lowest
level of input that is significant to the fair value measurement.
For recurring and non‐recurring fair value measurements, external valuers may be used when internal
expertise is either not available or when the valuation is deemed to be significant. External valuers are
selected based on market knowledge and reputation. Where there is a significant change in fair value of an
asset or liability from one period to another, an analysis is undertaken, which includes a verification of the
major inputs applied in the latest valuation and a comparison, where applicable, with external sources of
data.
Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.
Dividends
Dividends are recognised when declared during the financial year and no longer at the discretion of the
company.
[36]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
1. Significant Accounting Policies (cont’d)
Business Combination
The acquisition method of accounting is used to account for business combinations regardless of whether
equity instruments or other assets are acquired.
The consideration transferred is the sum of the acquisition‐date fair values of the assets transferred, equity
instruments issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount
of any non‐controlling interest in the acquiree. For each business combination, the non‐controlling interest
in the acquiree is measured at either fair value or at the proportionate share of the acquiree's identifiable
net assets. All acquisition costs are expensed as incurred to profit or loss.
On the acquisition of a business, the consolidated entity assesses the financial assets acquired and liabilities
assumed for appropriate classification and designation in accordance with the contractual terms, economic
conditions, the consolidated entity's operating or accounting policies and other pertinent conditions in
existence at the acquisition‐date.
Where the business combination is achieved in stages, the consolidated entity remeasures its previously
held equity interest in the acquiree at the acquisition‐date fair value and the difference between the fair
value and the previous carrying amount is recognised in profit or loss.
Contingent consideration to be transferred by the acquirer is recognised at the acquisition‐date fair value.
Subsequent changes in the fair value of the contingent consideration classified as an asset or liability is
recognised in profit or loss. Contingent consideration classified as equity is not remeasured and its
subsequent settlement is accounted for within equity.
The difference between the acquisition‐date fair value of assets acquired, liabilities assumed and any non‐
controlling interest in the acquiree and the fair value of the consideration transferred and the fair value of
any pre‐existing investment in the acquiree is recognised as goodwill. If the consideration transferred and
the pre‐existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain
purchase to the acquirer, the difference is recognised as a gain directly in profit or loss by the acquirer on
the acquisition‐date, but only after a reassessment of the identification and measurement of the net assets
acquired, the non‐controlling interest in the acquiree, if any, the consideration transferred and the
acquirer's previously held equity interest in the acquirer.
Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts
the provisional amounts recognised and also recognises additional assets or liabilities during the
measurement period, based on new information obtained about the facts and circumstances that existed
at the acquisition‐date. The measurement period ends on either the earlier of (i) 12 months from the date
of the acquisition or (ii) when the acquirer receives all the information possible to determine fair value.
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Pinnacle Listed
Comprehensive Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted
average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in
ordinary shares issued during the financial year.
[37]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
1. Significant Accounting Policies (cont’d)
Earnings per share (cont’d)
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take
into account the after income tax effect of interest and other financing costs associated with dilutive
potential ordinary shares and the weighted average number of shares assumed to have been issued for no
consideration in relation to dilutive potential ordinary shares
Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST
incurred is not recoverable from the Tax Office. In these circumstances the GST is recognised as part of the
cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the
statement of financial position are shown inclusive of GST.
Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of
investing and financing activities, which are disclosed as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to,
the tax authority.
New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are
not yet mandatory, have not been early adopted by the consolidated entity for the annual reporting period
ended 30 June 2016. The consolidated entity's assessment of the impact of these new or amended
Accounting Standards and Interpretations, most relevant to the consolidated entity, are set out below.
AASB 9 Financial Instruments
This standard is applicable to annual reporting periods beginning on or after 1 January 2018. The standard
replaces all previous versions of AASB 9 and completes the project to replace IAS 39 'Financial Instruments:
Recognition and Measurement'. AASB 9 introduces new classification and measurement models for
financial assets. A financial asset shall be measured at amortised cost, if it is held within a business model
whose objective is to hold assets in order to collect contractual cash flows, which arise on specified dates
and solely principal and interest. All other financial instrument assets are to be classified and measured at
fair value through profit or loss unless the entity makes an irrevocable election on initial recognition to
present gains and losses on equity instruments (that are not held‐for‐trading) in other comprehensive
income ('OCI'). For financial liabilities, the standard requires the portion of the change in fair value that
relates to the entity's own credit risk to be presented in OCI (unless it would create an accounting
mismatch). New simpler hedge accounting requirements are intended to more closely align the accounting
treatment with the risk management activities of the entity. New impairment requirements will use an
'expected credit loss' ('ECL') model to recognise an allowance. Impairment will be measured under a 12‐
month ECL method unless the credit risk on a financial instrument has increased significantly since initial
recognition in which case the lifetime ECL method is adopted. The standard introduces additional new
disclosures. The consolidated entity will adopt this standard from 1 July 2018 but the impact of its adoption
is yet to be assessed by the consolidated entity.
[38]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
1. Significant Accounting Policies (cont’d)
New Accounting Standards and Interpretations not yet mandatory or early adopted (cont’d)
AASB 15 Revenue from Contracts with Customers
This standard is applicable to annual reporting periods beginning on or after 1 January 2018. The standard
provides a single standard for revenue recognition. The core principle of the standard is that an entity will
recognise revenue to depict the transfer of promised goods or services to customers in an amount that
reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
The standard will require: contracts (either written, verbal or implied) to be identified, together with the
separate performance obligations within the contract; determine the transaction price, adjusted for the
time value of money excluding credit risk; allocation of the transaction price to the separate performance
obligations on a basis of relative stand‐alone selling price of each distinct good or service, or estimation
approach if no distinct observable prices exist; and recognition of revenue when each performance
obligation is satisfied. Credit risk will be presented separately as an expense rather than adjusted to
revenue. For goods, the performance obligation would be satisfied when the customer obtains control of
the goods. For services, the performance obligation is satisfied when the service has been provided,
typically for promises to transfer services to customers. For performance obligations satisfied over time, an
entity would select an appropriate measure of progress to determine how much revenue should be
recognised as the performance obligation is satisfied. Contracts with customers will be presented in an
entity's statement of financial position as a contract liability, a contract asset, or a receivable, depending
on the relationship between the entity's performance and the customer's payment. Sufficient quantitative
and qualitative disclosure is required to enable users to understand the contracts with customers; the
significant judgments made in applying the guidance to those contracts; and any assets recognised from
the costs to obtain or fulfil a contract with a customer. The consolidated entity will adopt this standard
from 1 July 2018 but the impact of its adoption is yet to be assessed by the consolidated entity.
AASB 16 Leases
This standard is applicable to annual reporting periods beginning on or after 1 January 2019. The standard
replaces AASB 117 'Leases' and for lessees will eliminate the classifications of operating leases and finance
leases. Subject to exceptions, a 'right‐of‐use' asset will be capitalised in the statement of financial position,
measured as the present value of the unavoidable future lease payments to be made over the lease term.
The exceptions relate to short‐term leases of 12 months or less and leases of low‐value assets (such as
personal computers and small office furniture) where an accounting policy choice exists whereby either a
'right‐of‐use' asset is recognised or lease payments are expensed to profit or loss as incurred. A liability
corresponding to the capitalised lease will also be recognised, adjusted for lease prepayments, lease
incentives received, initial direct costs incurred and an estimate of any future restoration, removal or
dismantling costs. Straight‐line operating lease expense recognition will be replaced with a depreciation
charge for the leased asset (included in operating costs) and an interest expense on the recognised lease
liability (included in finance costs). In the earlier periods of the lease, the expenses associated with the lease
under AASB 16 will be higher when compared to lease expenses under AASB 117. However EBITDA
(Earnings Before Interest, Tax, Depreciation and Amortisation) results will be improved as the operating
expense is replaced by interest expense and depreciation in profit or loss under AASB 16. For classification
within the statement of cash flows, the lease payments will be separated into both a principal (financing
activities) and interest (either operating or financing activities) component. For lessor accounting, the
standard does not substantially change how a lessor accounts for leases. The consolidated entity will adopt
this standard from 1 July 2019 but the impact of its adoption is yet to be assessed by the consolidated
entity.
[39]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
2. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and
assumptions that affect the reported amounts in the financial statements. Management continually
evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and
expenses. Management bases its judgements, estimates and assumptions on historical experience and on
other various factors, including expectations of future events, management believes to be reasonable
under the circumstances. The resulting accounting judgements and estimates will seldom equal the related
actual results. The judgements, estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next
financial year are discussed below.
Share‐based payment transactions
The company measures the cost of equity‐settled transactions with employees by reference to the fair
value of the equity instruments at the date at which they are granted. The fair value is determined by using
either the Binomial or Black‐Scholes model taking into account the terms and conditions upon which the
instruments were granted. The accounting estimates and assumptions relating to equity‐settled share‐
based payments would have no impact on the carrying amounts of assets and liabilities within the next
annual reporting period but may impact profit or loss and equity.
3.
Revenue
Revenue
Agent fee
Private listings
Product and services
Advertising
Total Revenue
4.
Expenses
Information technology costs
Other cost of sales
Sales and marketing
Total
Consolidated
30 June 2016
$
30 June 2015
$
178,795
36,305
201,699
331,696
748,495
18,061
45,712
66,225
41,199
171,197
Consolidated
30 June 2016
$
30 June 2015
$
(337,159)
(112,141)
(2,342,722)
(2,792,022)
(61,446)
(27,140)
(239,195)
(327,781)
[40]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
5.
Income Tax
a)
b)
The components of tax expense comprise:
Current tax
Deferred tax
Total
The prima facie tax on loss from ordinary activities before
income tax is reconciled to the income tax as follows:
Prima facie tax payable on loss from ordinary activities
before income tax at 28.5% (30 June 2015: 30%)
Tax effect of:
Share based payments
Listing expenses
Tax losses not recognised
Timing differences not recognised
Other
Total
Consolidated
30 June 2016
$
30 June 2015
$
‐
‐
‐
‐
‐
‐
(3,653,867)
(1,096,731)
1,552,516
‐
2,151,076
(14,626)
(35,099)
‐
302,395
457,393
336,943
‐
‐
‐
The applicable weighted average effective tax rates are as
follows:
0%
0%
c)
Deferred tax assets at 30 June 2016 not brought to account
are:
Carried forward losses
Others
Total
4,918,017
394,168
5,312,185
3,082,663
‐
3,082,663
The benefit for tax losses will only be obtained if:
the Group derives future assessable income of a nature and of an amount sufficient to enable the benefit
from the deductions for the losses to be realised; and
the losses are transferred to an eligible entity in the Group; and
the Group continues to comply with the conditions for deductibility imposed by tax legislation; and
no changes in tax legislation adversely affect the consolidated in realising the benefit from the deduction
for the losses.
[41]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
6.
Interests of Key Management Personnel (KMP)
Compensation of Key Management Personnel
Refer to the remuneration report contained in the directors’ report for details of the remuneration paid
or payable to each member of the Group’s key management personnel for the period ended 30 June 2016.
The aggregate compensation made to key management personnel of the economic and Parent Entity is set out
below:
Short‐term employee benefits
Post‐employment benefits
Share based payments
7.
Auditor’s Remuneration
Remuneration of the auditor of the entity:
Auditing or reviewing of the financial report
‒ RSM Australia Partners
Taxation and corporate services
‒ RSM Australia
Total
8.
Earnings per Share
Basic and diluted (loss) per share
a)
Reconciliation of earnings to profit or loss
Net loss
Loss used in the calculation of basic EPS
Consolidated
30 June 2016
$
30 June 2015
$
1,070,819
85,348
2,937,519
4,093,686
121,465
5,305
237,504
364,274
Consolidated
30 June 2016
$
30 June 2015
$
44,000
9,590
53,590
32,500
6,880
39,380
Consolidated
30 June 2016
$
30 June 2015
$
(12.42)
(6.62)
(12,820,585)
(12,820,585)
(3,655,771)
(3,655,771)
b) Weighted average number of ordinary shares outstanding
during the year used in calculating basic EPS
103,261,837
51,191,865
Options have not been included in the calculation of dilutive EPS as the options are anti‐dilutive.
[42]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
9.
Cash and Cash Equivalents
Current
Cash at bank and in hand
Term Deposit*
Consolidated
30 June 2016
$
30 June 2015
$
5,876,127
204,082
6,080,209
4,453,304
‐
4,453,304
Cash at bank and in hand earns interest at floating rates based on daily bank rates.
*The effective interest rate on short‐term bank deposits was 2.6%. Commonwealth Bank of Australia has a
charge over this term deposit as security for a bank guarantee that it has provided on behalf of Rent.com.au
(Operations) Pty Ltd, to Amelia Correia Holdings the lessor under the lease for the office at Level 2, 7 Ventnor
Avenue West Perth.
Reconciliation of cash
Cash at the end of the financial year as shown in the statement of
cash flows is reconciled to items in the statement of financial
position as follows:
Cash and cash equivalents
6,080,209
4,453,304
The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of
cash and cash equivalents mentioned above.
10. Trade and Other Receivables
Current
Trade debtors
Prepayment
GST receivable
Consolidated
30 June 2016
$
30 June 2015
$
103,257
47,575
19,598
170,430
58,802
‐
98,165
156,967
As at 30 June 2016 there were no trade and other receivables past due or impaired.
Credit Risk – Trade and Other Receivables
The Group has no significant concentration of credit risk with respect to any single counter party other than
Australian Taxation Office. The class of assets described as trade and other receivables is considered to be the
main source of credit risk related to the Group.
All trade and other receivables are within initial trade terms and considered to be of high credit quality.
[43]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
11. Controlled Entities
All controlled entities are included in the consolidated financial statements. The parent entity does not guarantee
to pay the deficiency of its controlled entities in the event of a winding up of any controlled entity. The financial
year end of the controlled entity is the same as that of the parent entity, being 30 June.
Country of
Incorporation
Principal Activity
Percentage Owned (%)
2016
2015
Australia
Investment/Parent
Australia
Information Technology
100
100
Australia
Dormant
25
25
Parent Entity
Rent.com.au Limited
Name of controlled entity
Rent.com.au (Operations) Pty Ltd
Interest in Associate:
Time Finance and Homeloans Pty Ltd
Acquisition of Controlled Entity
During the prior year, Rent.com.au Limited (formerly Select Exploration Limited), the legal parent and legal
acquirer, completed the acquisition of Rent.com.au (Operations) Pty Ltd (formerly Rent.com.au Pty Ltd)
(Rent.com.au Subsidiary). The acquisition did not meet the definition of a business combination in accordance
with AASB 3 Business Combinations. Instead the acquisition has been treated as a group recapitalisation, using
the principles of reverse acquisition accounting in AASB 3 Business Combinations given the substance of the
transaction is that Rent.com.au Subsidiary has effectively been recapitalised. Accordingly, the consolidated
financial statements have been prepared as if Rent.com.au Subsidiary had acquired Rent.com.au Limited, and not
versa as represented by the legal position. The recapitalisation is measured at the fair value of the equity
instruments that would have been given by Rent.com.au Subsidiary to have exactly the same percentage holding
in the new structure at the date of the transaction.
As the activities of Rent.com.au Limited would not constitute a business based on the requirements of AASB 3,
the transaction has been accounted for as a share based payment under AASB 2. The excess of the deemed
consideration over the fair value of Rent.com.au Limited, as calculated in accordance with the reverse acquisition
accounting principles and with AASB 2, is considered to be a payment for a group restructure and has been
expensed.
Rent.com.au Limited is the legal acquirer of Rent.com.au Subsidiary in this transaction and the consideration for
the acquisition was the issue by Rent.com.au Limited of:
53,049,895 fully paid ordinary shares in Rent.com.au Limited in accordance with reverse asset acquisition
accounting principles the consideration is deemed to have been incurred by Rent.com.au Subsidiary in
the form of equity instruments issued to Rent.com.au Limited shareholders. The acquisition date fair
value of this consideration has been determined with reference to the fair value of the issued shares of
Rent.com.au limited immediately prior to the acquisition and has been determined to be $1,949,539; and
[44]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
11. Controlled Entities (cont’d)
24,482,313 Performance Shares, comprising 8,160,771 Class A Performance Shares, 8,160,771 Class B
Performance Shares and 8,160,771 Class C Performance Shares. The fair value of these performance
shares has been included as part of the consideration for the transaction in accordance with the relevant
accounting standard.
o
o
o
o
o
o
(Conversion on achievement of Milestone A) On achievement of greater than 500,000 unique
visitors to the website rent.com.au in each of 3 consecutive months on or before 31 December
2018 (Milestone A), each Class A Performance Share will convert on a one for one basis into a
Share.
(A Expiry) Milestone A must be achieved on or before 5.00 pm on 31 January 2019 (A Expiry Date).
(Conversion on achievement of Milestone B) On achievement of greater than $10,000,000 in
revenue by Rent in any 12 month period on or before 31 December 2018 (Milestone B), each
Class B Performance Share will convert on a one for one basis into a Share.
(B Expiry) Milestone B must be achieved on or before 5.00 pm on the date which is 14 days after
the release of the audited financial reports for period ended 31 December 2018 (B Expiry Date)
(Conversion on achievement of Milestone C) On achievement of greater than $3,000,000 in
EBITDA by Rent in any 12 month period on or before 31 December 2019 (Milestone C), each Class
C Performance Share will convert on a one for one basis into a Share.
(C Expiry) Milestone C must be achieved on or before 5.00 pm on the date which is 14 days after
the release of the audited financial reports for period ended 31 December 2019 (C Expiry Date).
As Rent.com.au Limited is deemed to be the acquiree for accounting purposes, the carrying values of its assets
and liabilities are required to be recorded at fair value for the purposes of the acquisition. No adjustments were
required to the historical values to effect this change.
Consideration
53,049,895 fully paid ordinary vendor shares
24,482,313 Performance Shares*
Total value of consideration
Fair value of Rent.com.au Limited at acquisition:
Cash
Trade and other receivables
Financial asset
Trade and other payables
Fair value of net assets
Excess of consideration provided over the fair value of net assets at the date of acquisition
expensed, being group restructuring and relisting costs
$
1,949,539
‐
1,949,539
260,967
21,938
250,000
(108,008)
424,897
1,524,642
*Performance shares were issued as additional consideration, valued at nil, as the probability of performance
hurdles being met was assessed as less than probable on the date of acquisition.
[45]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
11. Controlled Entities (cont’d)
Investment in associate‐ Accounted for using the equity method
Investment in associate
Impairment
Movement:
Beginning of period
End of period
Consolidated
30 June 2016
$
30 June 2015
$
200,000
(200,000)
‐
200,000
(200,000)
‐
‐
‐
‐
‐
Summarised financial information for investment in associate is not disclosed as the entity is dormant during the
year.
12. Reserves
Share Based Payment Reserve
Share Based Payment Reserve
Consolidated
30 June 2016
$
30 June 2015
$
4,823,253
4,823,253
1,007,983
1,007,983
The option reserve recognises options, performance rights/shares issued as share based payments.
13. Trade and Other Payables
Current
Trade creditors
Other payables*
Non‐current
Other payables*
Total
Consolidated
30 June 2016
$
30 June 2015
$
764,649
640,750
1,405,399
126,716
218,711
345,427
36,086
354,961
1,441,485
700,388
Trade payables are non‐interest bearing and are normally settled on 60 day terms.
*An amount of $343,037 (30 June 2015: $290,462) owing to Prime Health Group is included in trade creditors.
Interest of 8.5%p.a. (30 June 2015: 8.5%p.a.) is payable on this balance and as at 30 June 2016 there was $52,575
(30 June 2015: $64,499) in interest outstanding on this balance. The balance was fully repaid in July 2016.
[46]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
14. Issued Capital
Ordinary shares fully paid
Consolidated
30 June 2016
$
26,777,938
26,777,938
30 June 2015
$
16,773,963
16,773,963
Movements in ordinary share capital
30 June 2016
30 June 2015
No. of shares
$
No. of shares
$
a)
Ordinary Shares
At the beginning of the reporting period
Add:
‐
Less:
‐
Elimination of Existing Rent.com.au
Subsidiary shares
Share Issued
Add:
‐
Existing Rent.com.au Limited shares
on acquisition1
Add shares issued during the period
‐
‐
Capital raising
Conversion of Class A shares to
ordinary shares
‐
Issue of Rent.com.au Limited shares
on acquisition of Rent.com.au
Subsidiary
Transaction costs relating to share issues
87,799,174
16,773,963
67,592,266
10,384,424
‐
‐
‐
‐
‐
‐
296,296
40,000
(67,888,562)
(250,000)
9,749,279
‐
49,546,482
9,144,056
25,000,000
5,000,000
8,160,771
1,632,154
‐
‐
‐
‐
‐
(772,235)
53,049,895
‐
87,799,174
1,949,539
(350,000)
16,773,963
At the end of the reporting period
145,506,427
26,777,938
1Securities shown on a post 33.333 to 1 consolidation.
The ordinary shares are ordinary shares and rank equally in all respects with all ordinary shares in the Company.
The rights attaching to the Shares arise from a combination of the Company’s Constitution, statute and general
law. Copies of the Company’s Constitution are available for inspection during business hours at its registered
office.
Shareholders are entitled to receive all notices, reports, accounts and other documents required to be furnished
to shareholders under the Company’s Constitution, the Corporations Act and the Listing Rules. Subject to any
rights or restrictions at the time being attached to any class or classes of shares, at a general meeting of the
Company on a show of hands, every ordinary Shareholder present in person, or by proxy, attorney or
representative (in the case of a company) has one vote and upon a poll, every Shareholder present in person, or
by proxy, attorney or representative (in the case of a company) has one vote for any share held by the
Shareholder.
b)
Capital Management
Management controls the capital of the Company in order to maintain a good debt to equity ratio, provide the
shareholders with adequate returns and ensure that the Company can fund its operations and continue as a going
concern.
[47]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
15. Dividends Paid or Proposed
The directors do not recommend the payment of a dividend and no amount has been paid or declared by way of
a dividend to the date of this report.
16. Plant and equipment
Plant and equipment
Less: Accumulated depreciation
Balance at the end of the year
Movement:
Balance at the beginning of the year
Additions
Depreciation
Disposal
Balance at the end of the year
17.
Intangible assets
Software and development – at cost
Less: Accumulated amortisation
Movement:
Balance at the beginning of the year
Additions
Amortisation
Balance at the end of the year
Consolidated
30 June 2016
$
30 June 2015
$
213,190
(91,130)
122,060
15,685
143,495
(37,120)
‐
122,060
69,694
(54,009)
15,685
14,075
4,751
(3,141)
‐
15,685
Consolidated
30 June 2016
$
30 June 2015
$
2,627,825
(1,873,026)
754,799
2,211,484
(1,661,897)
549,587
549,587
416,340
(211,128)
754,799
478,391
200,176
(128,980)
549,587
[48]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
18. Employee benefits
Employee benefits
Consolidated
30 June 2016
$
30 June 2015
$
363,912
256,606
Amounts not expected to be settled within the next 12 months
The current provision for employee benefits includes all unconditional entitlements where employees have
completed the required period of service and also those where employees are entitled to pro‐rata payments in
certain circumstances. The entire amount is presented as current, since the consolidated entity does not have
an unconditional right to defer settlement. However, based on past experience, the consolidated entity does
not expect all employees to take the full amount of accrued leave or require payment within the next 12 months.
The following amounts reflect leave that is not expected to be taken within the next 12 months:
Employee benefits obligation expected to be settled after 12
months
181,956
128,303
19. Equity – accumulated losses
Accumulated losses at the beginning of the financial year
(Loss) after income tax expense for the year
Accumulated losses at the end of the financial year
20. Borrowings
Lease Liability ‐ Current
Lease Liability – Non current
Consolidated
30 June 2016
$
(13,563,397)
(12,820,585)
(26,383,982)
30 June 2015
$
(9,907,626)
(3,655,771)
(13,563,397)
Consolidated
30 June 2016
$
30 June 2015
$
41,542
63,350
‐
‐
These are finance leases for computer equipment with an average outstanding terms of 2 years and 5 months.
[49]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
21. Commitments
Corporate and software services commitments:
Future minimum service fees payable under non‐cancellable are as follows:
Within one year
After one year but not more than five years
Consolidated
30 June 2016
$
30 June 2015
$
‐
‐
‐
70,000
‐
70,000
Operating lease commitments
Future minimum rentals payable under non‐cancellable office leases are as follows:
Within one year
After one year but not more than five years
Consolidated
30 June 2016
$
30 June 2015
$
371,600
154,833
526,433
183,227
526,433
709,660
The property lease is a non‐cancellable lease with a remaining term of 1 year and 5 months, with rent payable
monthly in advance. Rental provisions within the lease agreement require the lease payments to be fixed for the
remaining term. An option exists to renew the lease at the end of the term for an additional term of 3 years with
a minimum fixed increase percentage of 4%.
Lease commitments ‐ finance
Committed at the reporting date and recognised as liabilities,
payable:
Within one year
One to five years
Total commitment
Less: Future finance charges
Net commitment recognised as liabilities
Consolidated
30 June 2016
$
30 June 2015
$
48,273
67,094
115,367
(10,475)
104,892
‐
‐
‐
‐
‐
Finance lease commitments includes contracted amounts for various plant and equipment with a written down
value of $101,819 (2015: $nil) secured under finance leases expiring within one to five years. Under the terms of
the leases, the consolidated entity has the option to acquire the leased assets for predetermined residual values
on the expiry of the leases.
[50]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
22. Contingent Liabilities
There are no contingent liabilities (30 June 2015: nil).
23. Operating Segments
The Group only had one operating segment, which is the Group’s main strategic division. The strategic division is
based on geographic locations and industry, which is information technology in Australia.
24. Cash Flow Information
a)
Reconciliation of Cash Flow from Operations with Loss after Income
Tax
Loss after income tax
‐ Share based payments
‐ Depreciation and amortisation
‐ Restructuring/ relisting cost
Changes in assets and liabilities
‐ trade and other receivables
‐ trade payables and accruals
‐ employee benefits
Cash flows used in operations
b) Non‐cash investing activities
Consolidated
30 June 2016
$
30 June 2015
$
(12,820,585)
5,447,424
248,249
‐
(13,467)
739,917
107,306
(6,291,156)
(3,655,771)
1,007,983
132,120
1,524,642
17,564
72,7547
119,947
(780,967)
Acquisition of plant and equipment by means of finance leases
128,425
‐
25. Share Based Payments
The Company established the Rent.com.au Limited Long Term Incentive Plan (“LTIP”) as approved by shareholders
on 20 May 2015. All employees, directors and consultants are eligible to participate in the LTIP.
The LTIP provides for the issuance of:
(a)
(b)
Performance Rights which, upon a determination by the Board that the performance conditions
attached to the Performance Rights have been met, will result in the issue of one ordinary Share in
the Company for each Performance Right; and
Plan Options which, upon a determination by the Board that the vesting conditions attached to the
Plan Options have been met, will result in the Plan Options vesting and being able to be exercised
into Shares by payment of the exercise price.
To achieve its corporate objectives, the Company needs to attract and retain its key staff. The Board believes
that grants made to eligible participants under the Plan will provide a powerful tool to underpin the Company’s
employment and engagement strategy, and that the implementation of the Plan will:
(a)
enable the Company to recruit, incentive and retain Key Management Personnel and other eligible
Employees needed to achieve the Company’s business objectives;
[51]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
25. Share Based Payments (cont’d)
(b)
(c)
(d)
link the reward of key staff with the achievements of strategic goals and the long term performance
of the Company;
align the financial interest of participants of the Plan with those of Shareholders; and
provide incentives to participants of the Plan to focus on superior performance that creates
Shareholder value.
The key features of the Plan are as follows:
(a)
(b)
(c)
The Board will determine the number of Performance Rights and Plan Options (Plan Securities) to be
granted to Eligible Employees (or their Affiliates) and the vesting conditions, expiry date of the Plan
Securities and the exercise price of the Plan Options in its sole discretion.
The Plan Securities are not transferable unless the Board determines otherwise or the transfer is
required by law and provided that the transfer complies with the Corporations Act.
Subject to the Corporations Act and the Listing Rules and restrictions on reducing the rights of a
holder of Plan Securities, the Board will have the power to amend the Plan as it sees fit.
a)
Expenses arising from share‐based payment transactions
Total expenses arising from share‐based payment transactions recognised during the period were as
follows:
Performance shares/rights issued to employees
Performance shares/rights issued to shareholders
Option issued under employee option plan
Advisor fee
b)
Options
30 June 2016
$
30 June 2015
$
240,198
1,632,154
2,900,915
674,157
5,447,424
5,118
‐
108,894
893,971
1,007,983
All options granted to key employees, consultants and advisors of the Company are for ordinary shares in
Rent.com.au Limited which confer a right of one ordinary share for every option held.
[52]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
25. Share Based Payments (cont’d)
Grant Date
Expiry Date
Exercise
Price
Balance at
start of year
Granted
during the
period
Exercised
during the
period
Expired/
forfeited/
other
Balance at
end of the
period
Number
Number
Number
Number
Vested &
exercisable
at end of the
period
Number
‐
‐
‐
‐
‐
‐
7,000,000
10,000,000
24 Oct 2012
24 Oct 2012
31 Jan 2013
26 Feb 2013
26 Feb 2013
3 May 2013
15 Jun 2015
15 Jun 2015
23 Jun 2015
13 Aug 2015
22 Feb 2016
19 May 2016
30 Jun 2016
30 Sep 2015
30 Jun 2016
30 Jun 2016
30 Jun 2016
30 Jun 2016
17 Jun 2020
17 Jun 2020
22 Jun 2020
30 Jun 2017
31 Dec 2017
19 Aug 2016
60,007
200,002
30,000
22,500
623,538
3,000
19,000,000
14,460,000
7,000,000
‐
‐
$0.36
$0.35
$0.36
$0.36
$0.35
$0.36
$0.25
$0.30
$0.30
$0.30
$0.30
$0.15
‐
‐
‐
‐
‐
‐
‐
‐
‐
400,000
2,100,000
10,000,000
41,399,047
12,500,000
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
(60,007)
(200,002)
(30,000)
(22,500)
(623,538)
(3,000)
‐
(275,000)
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
19,000,000
14,185,000
7,000,000
400,000
2,100,000
10,000,000
(1,214,047)
52,685,000
17,000,000
The following table sets out the assumptions made in determining the fair value of the options granted
during the financial year:
Expected volatility (%)
Risk free interest rate (%)
Weighted average expected life of options (years)
Expected dividends
Option exercise price (cents)
Share price at grant date (cents)
Fair value of option (cents)
Number of options
Expiry date
Vesting date
Options
Granted
Options
Granted
Options
Granted
13 August 2015
22 February 2016
19 May 2016
90
2.28
5
Nil
30
16
9.2
90
1.79
5
Nil
30
21
13.5
76
1.62
5
Nil
15
21
6.7
400,000*
13 August 2020
13 August 2016
2,100,000**
21 February 2021
22 February 2016
10,000,000
19 August 2016
19 May 2016
*Employee options:
Tranche 4 – 133,333. Vest upon continuous employment with the group until 30 June 2017 and the VWAP of shares
trading at greater than $0.30 over 20 consecutive trading days.
Tranche 5 – 133,333. Vest upon continuous employment with the group until 30 June 2017 and the VWAP of shares
trading at greater than $0.40 over 20 consecutive trading days.
Tranche 6 – 133,334. Vest upon continuous employment with the group until 30 June 2017 and the VWAP of shares
trading at greater than $0.60 over 20 consecutive trading days.
**Employee options:
Tranche 4 – 700,000. Vest upon continuous employment with the group until 31 December 2017 and the VWAP of
shares trading at greater than $0.30 over 20 consecutive trading days.
Tranche 5 – 700,000. Vest upon continuous employment with the group until 31 December 2017 and the VWAP of
shares trading at greater than $0.40 over 20 consecutive trading days.
Tranche 6 – 700,000. Vest upon continuous employment with the group until 31 December 2017 and the VWAP of
shares trading at greater than $0.60 over 20 consecutive trading days.
The weighted average remaining contractual life of options outstanding at year‐end was 5 years. The exercise price
of outstanding shares at the end of the reporting period was $0.22.
[53]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
25. Share Based Payments (cont’d)
Grant Date
Expiry Date
Exercise
Price
Balance at
start of year
Granted
during the
period
Exercised
during the
period
Consolidated
during the
period
Balance at
end of the
period
Number
Number
Number
Number
Number
Vested &
exercisable at
end of the
period
Number
2015
24 October 2012
24 October 2012
31 January 2013
26 February 2013
26 February 2013
3 May 2013
15 June 2015
15 June 2015
23 June 2015
30 Jun 2016
30 Sep 2015
30 Jun 2016
30 Jun 2016
30 Jun 2016
30 Jun 2016
17 Jun 2020
17 Jun 2020
22 June 2020
$0.36
$0.35
$0.36
$0.36
$0.35
$0.36
$0.25
$0.30
$0.30
2,000,000
6,666,667
1,000,000
750,000
20,777,217
100,000
‐
‐
‐
‐
‐
‐
‐
‐
19,000,000
14,460,000
7,000,000
‐
‐
‐
‐
‐
‐
‐
‐
(1,939,995)
(6,466,649)
(969,999)
(727,499)
(20,153,695)
(97,000)
‐
‐
‐
60,005
200,018
30,001
22,501
623,552
3,000
19,000,000
14,460,000
7,000,000
60,005
200,018
30,001
22,501
623,552
3,000
‐
‐
7,000,000
31,293,884
40,460,000
‐
(30,354,837)
41,399,077
7,939,077
c)
Performance shares/rights
Grant Date
Expiry Date
Exercise
Price
Balance at
start of year
Granted
during the
period
Exercised
during the
period
Expired/
forfeited/
other
Balance at
end of the
period
Number
Number
Number
Number
Number
Vested &
exercisable at
end of the
period
Number
2016
15 June
2015*
15 June
2015**
15 June
2015***
15 June
2015*
15 June
2015**
15 June
2015***
13 August
2015*
13 August
2015**
13 August
2015***
22 February
2016*
22 February
2016**
22 February
2016***
31 December
2018
31 December
2018
31 December
2019
31 December
2018
31 December
2018
31 December
2019
31 January
2019
31 December
2018 ****
31 December
2019 *****
31 January
2019
31 December
2018 ****
31 December
2019 *****
Nil
8,160,771
(8,160,771)
Nil
8,160,771
Nil
8,160,771
4,111,812
4,111,812
4,111,812
‐
‐
‐
‐
‐
‐
46,667
46,667
46,666
40,000
80,000
80,000
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
8,160,771
8,160,771
(32,351)
4,079,461
(32,351)
4,079,461
(32,351)
4,079,461
‐
‐
‐
‐
‐
‐
46,667
46,667
46,666
40,000
80,000
80,000
36,817,749
340,000
(8,160,771)
(97,053)
28,899,925
[54]
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
26. Share Based Payments (cont’d)
c)
Performance shares/rights
*
*
***
****
Class A Performance Shares/rights – these performance shares will vest on the achievement of greater than
500,000 unique visitors to the website, Rent.com.au in each of 3 consecutive months on or before 31
December 2018.
Class B Performance Shares/rights – these performance shares will vest on the achievement of greater than
$10,000,000 in revenue by the group in any 12 month period on or before 31 December 2018.
Class C Performance Shares/rights – these performance shares will vest upon the achievement of greater
than $3,000,000 in EBITDA by the group in any 12 month period on or before 31 December 2019.
14 days after the release of the audited financial report for the period ended 31 December 2018.
***** 14 days after the release of the audited financial report for the period ended 31 December 2019.
For the performance rights granted during the current financial year, the valuation model inputs used to
determine the fair value at the grant date, are as follows:
Grant date
13 August 2015
22 February 2016
Number of
performance right
Share price at
grant date
Fair value at grant date
140,000
200,000
$0.16
$0.225
$22,400
$45,000
Type
Class A
Class B
Class C
Shares/rights (No.)
4,166,128
Underlying share price
$0.2
Probability %*
95%
12,366,899
12,366,899
28,899,925
$0.2
$0.2
$0.2
2%
0%
‐
Value ($)
791,564
49,468
‐
841,032
*The probability estimated by the management is over the expiry date of the performance shares/rights.
Grant Date
Expiry Date
Exercise
Price
Balance at
start of year
Granted
during the
period
Exercised
during the
period
Consolidate
d during the
period
Balance at
end of the
period
Number
Number
Number
Number
Number
Vested &
exercisable at
end of the
period
Number
2015
15 June 2015*
15 June
2015**
15 June
2015***
15 June 2015*
15 June
2015**
15 June
2015***
31 December 2018
31 December 2018
31 December 2019
31 December 2018
31 December 2018
31 December 2019
Nil
Nil
Nil
Nil
Nil
Nil
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
8,160,771
8,160,771
8,160,771
4,111,812
4,111,812
4,111,812
36,817,749
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
8,160,771
8,160,771
8,160,771
4,111,812
4,111,812
4,111,812
36,817,749
[55]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
26.
Events After The Reporting Period
On 22 July 2016, the Founder and Managing Director of Rent.com.au, Mr. Mark Woschnak, announced that he
was stepping down from his roles with the Company and its associated entities. Mr. Greg Bader was appointed as
interim Chief Executive Officer while a thorough recruitment process is undertaken by the Board.
By agreement with the Board, the Options and Performance Rights held by Mr. Woschnak at that date were
treated as follows:
a) The following securities where the performance criteria had already been met, became vested and capable
of being exercised on and with effect from 22 July 2016:
9,000,000 Tranche 1 Options;
4,500,000 Tranche 2 Options;
3,333,334 Tranche 4 Options;
3,333,333 Tranche 5 Options;
2,110,976 Tranche 1 Performance Rights; and
1,172,765 Tranche 4 Performance Rights,
b) For the following securities where the performance criteria had not yet been met, the continuous service
vesting conditions applicable to them are waived and the securities will continue to be held subject to the
rules of the LTIP and will vest upon achievement of a Volume Weighted Average share Price of $0.60 over a
20‐day period:
4,500,000 Tranche 3 Options; and
3,333,333 Tranche 6 Options,
c) The following securities irrevocably lapsed on 22 July 2016 and are incapable of vesting or being exercised:
2,110,976 Tranche 2 Performance Rights;
2,110,976 Tranche 3 Performance Rights;
1,172,765 Tranche 5 Performance Rights; and
1,172,765 Tranche 6 Performance Rights.
No other matters or circumstances have arisen since the end of the financial period which significantly affected
or may significantly affect the operations of the Group, the results of those operations or the state of affairs of
the Group in subsequent financial years.
[56]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
27. Related Party Transactions
Related Parties
a. The Group’s main related parties are as follows:
(i)
Entities exercising control over the Group:
The ultimate parent entity that exercises control over the Group is Rent.com.au Limited, which is
incorporated in Australia.
(ii)
Key management personnel:
Any person(s) having authority and responsibility for planning, directing and controlling the activities
of the entity, directly or indirectly, including any director (whether executive or otherwise) of that
entity, are considered key management personnel.
For details of disclosures relating to key management personnel, refer to Note 5.
(iii)
Entities subject to significant influence by the Group:
An entity that has the power to participate in the financial and operating policy decisions of an entity,
but does not have control over those policies, is an entity which holds significant influence. Significant
influence may be gained by share ownership, statute or agreement.
(iv) Other related parties:
Other related parties include entities controlled by the ultimate parent entity and entities over which
key management personnel have joint control.
Transactions between related parties are on normal commercial terms and conditions no more favourable than
those available to other parties unless otherwise stated. The following transactions occurred with related parties:
Transactions:
Company secretarial fee‐ Grange Consulting[1]
Advisory and capital issue costs‐ Grange Consulting (1)
Rental expense‐ Prime Health Group Property Trust[2]
Interest expense‐Prime Health Group Property Trust[2]
Other expenses[2]
30 June 2016
$
30 June 2015
$
73,066
47,905
43,048
31,069
4,007
3,150
‐
24,321
64,499
5,607
Balances:
Amount due to Prime Health Group Property Trust[2]
Amount due to Sealcrest Pty Ltd[2]
343,037
‐
359,540
697
[1] Philip Warren is a director and shareholder of Grange Consulting Pty Ltd
[2] Garry Garside is a director of Sealcrest Pty Ltd atf Prime Health Group Property Trust.
Time Finance and Homeloans Pty Ltd is a company owned 25% by the group and 75% by an entity controlled
by Mr. Mark Woschnak. Time Finance and Homeloans Pty Ltd is a licenced finance and mortgage broking
business that provides the group a ‘white label’ service through which renters are able to obtain information
about various finance products and submit enquiries to be contacted by brokers. The group receives a referral
fee of 30% of the commission payable to Time Finance (less specified fees). Time Finance and Homeloans Pty
Ltd were dormant during the financial periods.
[57]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
28.
Financial Risk Management
The Group’s financial instruments consist mainly of deposits with banks and accounts payable.
The totals for each category of financial instruments, measured in accordance with AASB 139 as detailed in the
accounting policies to these financial statements, are as follows:
Financial Assets
Cash and cash equivalents
Trade and other receivables
Total Financial Assets
Financial Liabilities
Trade and other payables
Borrowings
Total Financial Liabilities
Financial Risk Management Policies
Note
Consolidated
30 June 2016
$
30 June 2015
$
9
10
13
20
6,080,209
150,832
6,231,041
1,441,485
104,892
1,546,377
4,453,304
156,967
4,610,271
700,388
‐
700,388
The Board of Directors is responsible for monitoring and managing financial risk exposures of the Group. The
Board monitors the Group’s financial risk management policies and approves financial transactions. It also reviews
the effectiveness of internal controls relating to counterparty credit risk, financing risk and interest rate risk.
The Board’s overall risk management strategy seeks to assist the Group in meeting its financial targets, while
minimising potential adverse effects on financial performance. Its functions include the review of the credit risk
policies and future cash flow requirements.
Specific Financial Risk Exposures and Management
The main risks the Group is exposed to through its financial instruments are credit risk, liquidity risk and market
risk consisting of interest rate risk and foreign currency risk.
a)
Credit risk
Exposure to credit risk relating to financial assets arises from the potential non‐performance by counterparties of
contract obligations that could lead to a financial loss to the Group.
Credit risk is managed through the maintenance of procedures (such procedures include the utilisation of systems
for the approval, granting and renewal of credit limits, regular monitoring of exposures against such limits and
monitoring of the financial stability of significant customers and counterparties), ensuring to the extent possible,
that customers and counterparties to transactions are of sound credit worthiness. Such monitoring is used in
assessing receivables for impairment. Depending on the division within the Group, credit terms are generally 30
to 60 days from the invoice date.
Risk is also minimised through investing surplus funds in financial institutions that maintain a high credit rating.
[58]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
28.
Financial Risk Management (cont’d)
Credit Risk Exposures
The maximum exposure to credit risk by class of recognised financial assets at reporting date is equivalent to the
carrying value and classification of those financial assets (net of any provisions) as presented in the statement of
financial position.
The Group has no significant concentration of credit risk with any single counterparty or group of counterparties,
except the Australian Taxation Office.
Trade and other receivables that are neither past due or impaired are considered to be of high credit quality.
Credit risk related to balances with banks and other financial institutions is managed by the board in accordance
with approved board policy. The following table provides information regarding the credit risk relating to cash
and money market securities based on Standard & Poor’s counterparty credit ratings.
Note
Consolidated
30 June 2016
$
30 June 2015
$
6,080,209
4,453,304
‐
‐
‐
‐
9
6,080,209
4,453,304
Cash and cash equivalents
‐ AA‐ Rated
‐ A+ Rated
Unrated
b)
Liquidity risk
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise
meeting its obligations related to financial liabilities. The Group manages this risk through the following
mechanisms:
preparing forward looking cash flow analysis in relation to its operational, investing and financing activities;
obtaining funding from a variety of sources;
maintaining a reputable credit profile;
managing credit risk related to financial assets;
only investing surplus cash with major financial institutions; and
comparing the maturity profile of financial liabilities with the realisation profile of financial assets.
The tables below reflect an undiscounted contractual maturity analysis for financial liabilities.
Cash flows realised from financial assets reflect management’s expectation as to the timing of realisation. Actual
timing may therefore differ from that disclosed. The timing of cash flows presented in the table to settle financial
liabilities reflects the earliest contractual settlement dates and does not reflect management’s expectations that
banking facilities will be rolled forward.
[59]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
28.
Financial Risk Management (cont’d)
Financial Liability and Financial Asset Maturity Analysis
Within 1 year
1 to 5 Years
Total
30 June 2016
30 June
2015
30 June
2016
30 June
2015
30 June
2016
30 June
2015
Weighted
average
effective
interest
rate
Company
%
$
$
$
$
$
$
Financial liabilities due
for payment
and
Trade
payables
GST. annual leave)
other
(excluding
Trade payables
Borrowings
Financial assets — cash
flows realisable
Cash
equivalents
and
cash
Trade
receivables
GST)
and
other
(excluding
‐
1,098,448
409,926
8.50%
343,037
7.84%
41,542
‐
‐
‐
‐
‐
1,098,448
409,926
290,462
343,037
290,462
63,350
‐
104,892
‐
2.6%
6,080,209
4,453,304
‐
150,832
156,967
‐
‐
‐
‐
6,080,209
4,453,304
150,832
156,967
c) Market Risk
i.
Interest rate risk
Exposure to interest rate risk arises on financial assets and financial liabilities recognised at the end of the
reporting period whereby a future change in interest rates will affect future cash flows or the fair value of
fixed rate financial instruments. The Group does not have material exposure to interest rate risk at
reporting date.
ii.
Price risk
The Group’s currently has no exposure to equity securities price risk arising from investments held by the
group and classified in the statement of financial position as fair value through profit or loss.
iii.
Foreign Currency Risk
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities
denominated in a currency that is not the entity’s functional currency and net investments in foreign
operations.
The Group does not have any foreign currency exposure.
[60]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
28. Financial Risk Management (cont’d)
d)
Fair value measurement
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
29. Parent Information
The following information has been extracted from the book and records of the parent and has been prepared in
accordance with the accounting standards.
Statement of profit and loss and other comprehensive income
(Loss) for the period / year
Total comprehensive loss
Statement of Financial Position
Assets
Current assets
Non‐current assets
Total assets
Liabilities
Current liabilities
Total liabilities
Equity
Issued capital
Share‐Based Payment Reserve
Accumulated losses
Total equity
30 June 2016
$
30 June 2015
$
(15,535,530)
(15,535,530)
(4,214,128)
(4,214,128)
61
5,243,070
5,243,131
184,055
4,218,549
4,402,604
(25,923)
(25,923)
(50,102)
(50,102)
64,782,176
8,210,090
(67,775,058)
5,217,208
54,778,201
4,394,820
(54,820,519)
4,352,502
Contingent Liabilities and Capital expenditure
There are no contingent liabilities for the parent entity for both financial periods ended 30 June 2016 and 30 June
2015.
The parent entity did not have capital expenditure commitments for the acquisition of property, plant and
equipment contracted but not provided for.
Guarantees
During the reporting period, Rent.com.au Limited had not entered into any guarantees in relation to the debts of
its subsidiaries.
[61]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Directors’ Declaration
In the Directors’ opinion:
(a)
the financial statements and notes are in accordance with the Corporations Act 2001, including:
(i)
(ii)
Giving a true and fair view of the Group’s financial position as at 30 June 2016 and of its
performance for the year ended on that date; and
Comply with Australian Accounting Standards, which as stated in Note 1 to the financial
statements, constitutes compliance with International Financial Reporting Standards;
(b)
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable; and
This declaration has been made after receiving the declarations required to be made by the directors in
accordance with sections of 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the Board of Directors.
__________________
Dr. Garry Garside
Non-Executive Chairman
22 August 2016
[62]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
Corporate Governance
Corporate Governance Statement
The Company’s corporate governance statement can be found at the following URL:
http://investors.rent.com.au/irm/content/governance.aspx
The Board of Directors (“the Board”) is responsible for the corporate governance of the Company. The Board
guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are
elected and to whom they are accountable.
This statement outlines the main Corporate Governance practices in place throughout the financial year, which
comply with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations
with the 2014 Amendments 3rd edition unless otherwise stated.
[63]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
ASX Additional Information
Additional information required by the ASX Limited Listing Rules not disclosed elsewhere in this Annual Report is
set out below.
1.
Holdings
The issued capital of the Company as at 12 October 2016 includes the following securities:
Equity Class
Fully paid ordinary shares
Unlisted Options ($15.00, 31 March 2017)
Unlisted Options ($0.30, 23 June 2020)
Performance Shares
Performance Rights
Employee Options
Number of holders
Total on issue
2,907
2
20
138
13
27
148,790,168
2
7,000,000
16,321,542
9,294,642
39,435,000
All issued fully paid ordinary shares carry one vote per share.
2.
Distribution of Ordinary Shares as at 12 October 2016
Range
1‐1,000
1,001‐5,000
5,001‐10,000
10,001‐100,000
100,001‐and over
Total
Holders
1,573
302
203
615
208
2,901
Units
108,938
906,892
1,677,640
23,672,096
122,424,602
148,790,168
%
0.07
0.61
1.13
15.91
82.28
100
There were 1,783 holders of less than a marketable parcel of ordinary share, and 71 holders from overseas holding
11,808,657 shares.
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Annual Report for the year ended 30 June 2016
Rent.com.au Limited
ASX Additional Information (continued)
3.
Top 20 Largest Holders of Ordinary Shares as at 12 October 2016
Name
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
1
RENT INVESTMENT PTY LTD
2
MARK WOSCHNAK
3
AUSTCORP NO 214 PTY LTD
4
TEFIG PTY LTD
5
MARKIT SYSTEMS PTY LTD
6
BT PORTFOLIO SERVICES LIMITED
7
NETWEALTH INVESTMENTS LIMITED
8
MR JASON ALAN CARROLL
9
KERIMI INVESTMENTS PTY LTD
10
GARRY DESMOND & FRANCES GARSIDE
11
NETWEALTH INVESTMENTS LIMITED
12
13 MR CHARLES NIGHTINGALE & MRS JENNIFER NIGHTINGALE
14
15 MS CATHERINE LOFTUS‐HILLS & MR STEPHEN BELL
16 MR NASER KERIMI & MRS DEBORAH LYNN KERIMI
17
18 WAINFORD HOLDINGS LIMITED
JULIAN PHILIP WARNE
19
TREASURE ISLAND HIRE BOAT COMPANY PT LTD
20
Total Top 20
Others
Total Ordinary Shares on Issue
CHEZ CORPORATION PTY LTD
BADER SMSF PTY LTD
Number
%
10,299,575
9,624,450
9,477,837
6,666,667
5,779,544
3,283,741
3,056,348
2,198,526
2,000,021
1,779,947
1,728,181
1,473,000
1,450,462
1,434,414
1,417,569
1,250,000
1,232,060
1,194,040
1,086,371
1,055,720
67,488,473
81,301,695
148,790,168
6.92
6.47
6.37
4.48
3.88
2.21
2.05
1.48
1.34
1.20
1.16
0.99
0.97
0.96
0.95
0.84
0.83
0.80
0.73
0.71
45.36
54.64
100.00
4.
Voting Rights
See note 14 of the financial statements.
5.
Substantial shareholder notices lodged with the Company
Name
MARK WOSCHNAK
MR JOHN WOOD
WAINFORD HOLDINGS LIMITED
Number
12,761,578
11,770,363
8,118,457
%
8.58
7.91
5.46
[65]
Annual Report for the year ended 30 June 2016
Rent.com.au Limited
ASX Additional Information (continued)
6.
Unquoted Securities
The names of the security holders holding more than 20% of an unlisted class of security are listed below:
Unlisted Options
$15.00
31 March 2017
Unlisted Options
$0.30
23 June 2020
Performance
Shares
Performance
Rights
Employee
Options
Mr Christopher Lindsay Bollam
Mr David William Maxfield
GMP Securities Australia
Mr Greg Bader
Rent Investment Pty Ltd ATF
Rent Investment Unit Trust
Markit Systems Pty Ltd
Total other holders
Total
Total holdings over 20%
Other holders
1
1
‐
‐
‐
‐
‐
2
2
‐
‐
‐
2,000,000
‐
‐
‐
‐
‐
‐
5,874,900
‐
‐
‐
‐
‐
‐
3,750,000
‐
‐
‐
‐
‐
‐ 28,000,000
5,000,000 10,446,642
5,544,642 11,435,000
7,000,000
16,321,542
9,294,642 39,435,000
1
19
1
68
1
12
1
26
7.
Restricted securities subject to escrow period
The following securities are subject to escrow periods:
Equity Class
Fully paid ordinary shares
Unlisted options ($15.00 31 March 2017)
Unlisted options ($0.30 23 June 2020)
Performance Shares
Performance Rights
Employee Options
8.
On‐market buy back
Escrowed 24 months until 23 June 2017
19,064,263
2
7,000,000
10,539,538
1,073,079
31,050,000
There is currently no on‐market buyback program for any of Rent.com.au Limited’s listed securities.
9.
Group cash and assets
In accordance with Listing Rule 4.10.19 the Company confirms that it has been using the cash and assets it had
acquired at the time of re‐instatement and for the year ended 30 June 2016 in a way that is consistent with its
business objectives and strategy.
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