RENT.COM.AU LIMITED
ABN 25 062 063 692
Financial Report
30 June 2017
Annual Report for the year ended 30 June 2017
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 18. The Directors’ Report is not part
of the financial report.
Directors
Dr. Garry Garside
Mr. John Wood
Mr. Sam McDonagh
Mr. Philip Warren
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
Non-Executive Director
Auditors
RSM Australia Partners
8 St Georges Terrace
Perth WA 6000
Joint Company Secretary
Bankers
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/
Commonwealth Bank of Australia
150 St Georges Terrace
PERTH WA 6000
Solicitors
GTP Legal
68 Aberdeen Street
NORTHBRIDGE WA 6003
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 2017
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 2017.
Directors
The names of the Directors in office during the whole of 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:
Dr. Garry Garside
Mr. Philip Warren
Mr. John Wood
Mr. Sam McDonagh
Mr. Mark Woschnak
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
Non-Executive Director
Managing Director (Resigned 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 $8,513,631 for the year ended 30 June 2017 (for year ended 30 June
2016: $12,820,585). The net operating loss for the year ended 30 June 2017 included a non-cash
share based payments expense of $2,243,418 (30 June 2016: $5,447,424) associated with
performance based convertible securities issued to advisors, shareholders and employees. Earnings
Before Interest, Tax, Depreciation, and Amortisation (and excluding non-cash share based payments)
for the year ended 30 June 2017 was a loss of $5,822,425 (30 June 2016: $7,216,670).
During the year ended 30 June 2017 the Group took great strides towards its commercialisation goals,
growing revenue by 121% over the previous year. Key to this growth has been the launch of Renter
Resume, an industry leading feature which the Group launched in October 2016. Since launch on 21st
October 2016, resume creation has averaged a consistent 500 resumes per day, totalling almost
130,000 Renter Resumes by 30 June 2017.
Renter Resume allows a renter to create a detailed profile which can be enhanced using some of the
Group’s renter products such as RentCheck and RentBond. The Group has repositioned these
products, changing providers where necessary, and the process now also allows the Group to
introduce other products such as RentConnect in a non-intrusive way. These changes set up future
growth for the Group but have also had immediate results, with revenue from renter products growing
by 160% over the prior year.
The Group has also improved its offering to third party advertisers, growing advertising revenue by
122% over the prior year despite maintaining consistent levels of unique visitors (growth of only 17%)
relative to the prior year.
The Group has maintained an efficient cost base, taking opportunities to realise savings where they
do not harm revenue growth. Overhead costs have been halved (fourth quarter relative to the same
quarter in 2016) and marketing has also been made more efficient, with quarterly expenditure reducing
by 39% while visitor numbers have remained stable.
Dividends
No dividend has been paid or recommended by the Directors since the commencement of the financial
period.
[2]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Directors’ Report (continued)
Significant Changes in State of Affairs
On 26 October 2016, the Group successfully completed the placement (“the Placement”) of
13,000,000 shares with institutional and sophisticated investors under its Listing Rule 7.1 placement
capacity. The placement was completed at an issue price of $0.10 per share, raising $1,300,000
(before costs).
renounceable
On 16 November 2016, the Group successfully completed the fully underwritten, non
pro rata offer (“the Rights Issue”) of 37,197,542 shares at an issue price of $0.10 per share to raise
$3,719,754 (before costs), bringing the total capital raised for the year to $5,019,754 (before costs).
‐
The capital raised via the Placement and the Rights Issue will be used to help accelerate
commercialisation and the development of further key customer products and innovations similar to
Renter Resume and Walk Score.
Matters Subsequent to the end of the Financial Year
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.
Likely Developments and Expected Results
The Group remains focussed on its short term goal of cashflow break even, which it aims to achieve
by continuing to grow its Renter Resume online rental application system and associated revenue
streams whilst maintaining as lean a cost structure as is practicable.
Financial Position
The net assets of the Group have decreased from $5,217,209 at 30 June 2016 to $3,592,578 at
30 June 2017. Cash reserves decreased from $6,080,209 at 30 June 2016 to $3,254,380 at
30 June 2017.
Information on Directors
Dr. Garry Garside
Age
Qualifications
Experience
– Chairman (Non-Executive), appointed 15 June 2015
– 60
– MBA (UWA)
– Dr. Garside has extensive corporate experience, successfully
establishing and operated a variety of significant businesses.
He currently manages an emerging property development
company and chairs a range of unlisted investment syndicates
and companies.
Special responsibilities
– Chairman
Member of the Audit and Risk Committee
Member of the Nomination and Remuneration Committee.
Interest in shares & options
held in Rent.com.au Limited
– 4,388,190 Ordinary shares (indirect)
111,413 Ordinary shares
581,382 Performance shares (indirect)
950,000 Employee options
222,826 Performance rights
Directorships held in other
listed entities
– None
[3]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Directors’ Report (continued)
Information on Directors (cont’d)
Mr. Sam McDonagh
Age
Qualifications
Experience
Special responsibilities
Interest in shares & options
held in Rent.com.au Limited
– Director (Non-Executive), appointed 15 June 2015
– 46
– 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
– Member of the Audit and Risk Committee.
– 818,237 Ordinary shares
37,606 Performance shares
1,600,000 Employee options
375,284 Performance rights
Directorships held in other
listed entities
– None
Mr. Philip Warren
Age
Qualifications
Experience
– Director (Non-Executive), appointed 18 September 2014
– 43
– B. Com, Chartered Accountant
– Mr. Warren is the Managing Director of Grange Consulting
Group Pty Ltd. He has over 20 years of experience in finance
and corporate roles in Australia and Europe, establishing a
number of ASX listed companies during that time.
Special responsibilities
– Chair of the Audit and Risk Committee
Interest in shares & options
held in Rent.com.au Limited
Directorships held in other
listed entities
Member of the Nomination and Remuneration Committee
– 157,386 Ordinary shares (indirect)
1,012,500 options (indirect)
– Non-Executive Director of Cassini Resources Limited and
Family Zone Cyber Safety Limited
Mr. John Wood
Age
Qualifications
Experience
Special responsibilities
Interest in shares & options
held in Rent.com.au Limited
– Director (Non-Executive) appointed 15 June 2015
– 51
– N/A
– Mr. Wood is currently the Managing Director of National
Lifestyle Villages (NLV) a company he founded in 1999. He
was awarded the prestigious Telstra WA Business of the Year
award in 2007 and the Rothwell’s Young Entrepreneur Award
and the West Australian Young Achievers Award.
– Chair of the Nomination and Remuneration Committee.
– 933,764 Ordinary shares
12,427,933 Ordinary shares (indirect)
6,068,082 Performance shares (indirect)
500,000 Employee options
117,276 Performance rights
Directorships held in other
listed entities
– None
[4]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Directors’ Report (continued)
Information on Directors (cont’d)
Mr. Mark Woschnak
– Managing Director, appointed 15 June 2015, resigned 22 July
2016
– 49
– BBus
– Mr. Woschnak is the founder of RENT. He has 25 years’
experience in real estate, digital publishing and classifieds
services. Mr. Woschnak has maintained a real estate license
for 20 years, and was a ten year Associate of the Australian
Property Institute.
– Not applicable as no longer a director
– None
Age
Qualifications
Experience
Interest in shares & options
held in Rent.com.au Limited
Directorships held in other
listed entities
Directors’ Meetings
The number of directors’ meetings held and the number of meetings attended by each of the directors
of the Group for the time the director held office for the period ended 30 June 2017:
Number of Meetings Eligible
to Attend
Number of Meetings
Directors Attended
Garry Garside
Sam McDonagh
Philip Warren
John Wood
Mark Woschnak1
1 Mark Woschnak resigned on 22 July 2016
Company Secretary
12
12
12
12
0
12
10
12
11
0
Jan Ferreira was appointed as joint company secretary from 15 June 2015. Jan is a CPA (Australia)
and has a Certificate in Governance Practice from the Governance Institute of Australia. He has more
than 12 years’ experience within ASX listed businesses, having previously been Chief Financial Officer
and Company Secretary at ThinkSmart Limited and a Financial Controller at Alinta Limited.
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.
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.
[5]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Directors’ Report (continued)
Performance Shares (cont’d)
Upon the achievement of the applicable performance milestone, the Performance Shares convert into
Ordinary Shares at a ratio of 1 Ordinary Share for every 1 Performance Share held. No payment is
necessary to exercise a Performance Share. As at the date of this report, Performance Shares on
issue are as follows:
Class
Date Granted
Expiry Date
B
C
17 June 2015
17 June 2015
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 the Group 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 the Group in any 12
month period on or before 31 December 2019.
Performance Rights
Upon the achievement of the applicable performance milestone, the Performance Rights convert into
Ordinary Shares at a ratio of 1 Ordinary Share for every 1 Performance Right held. No payment is
necessary to exercise a Performance Right. As at the date of this report, Performance Rights on issue
are as follows:
Tranche
Date Granted
Expiry Date
2
3
4
4
5
5
5
5
6
6
6
6
17 June 2015
17 June 2015
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.
13 August 2015
31 January 2019
22 February 2016
31 January 2019
17 June 2015
14 days after the release of the audited financial reports for
the period ended 31 December 2018.
13 August 2015
14 days after the release of the audited financial reports for
the period ended 31 December 2018.
22 February 2016
14 days after the release of the audited financial reports for
the period ended 31 December 2018.
Number
117,277
117,277
46,667
40,0001
678,443
46,667
80,0001
9 September 2016
14 days after the release of the audited financial reports for
the period ended 31 December 2018.
3,283,7412
17 June 2015
14 days after the release of the audited financial reports for
the period ended 31 December 2019.
13 August 2015
14 days after the release of the audited financial reports for
the period ended 31 December 2019.
22 February 2016
14 days after the release of the audited financial reports for
the period ended 31 December 2019.
678,443
46,666
80,0001
9 September 2016
14 days after the release of the audited financial reports for
the period ended 31 December 2019.
3,283,7412
[6]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Directors’ Report (continued)
Performance Rights (cont’d)
The vesting conditions of the various tranches of performance shares on issue are outlined below:
• Tranche 2 - will vest upon achievement of greater than $10,000,000 in revenue by the Group in
any 12 month period on or before 31 December 2018.
• Tranche 3 – will vest upon achievement of greater than $3,000,000 EBITDA by the Group in any
12 month period on or before 31 December 2019.
• Tranche 4 – will vest upon 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 achievement of greater than $10,000,000 in revenue by the Group in
any 12 month period on or before 31 December 2018.
• Tranche 6 – will vest upon achievement of greater than $3,000,000 EBITDA by the Group in any
12 month period on or before 31 December 2019.
1 Subsequent rights granted in February 2016 will vest upon continuous employment with the Group
until 31 December 2017.
2 Subsequent rights granted in September 2016 will vest upon continuous employment with the
Group until 30 June 2018.
Indemnification of officers
During the financial period, the Group 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 Group has not otherwise, during or since the
financial year, indemnified or agreed to indemnify an officer or an auditor of the Group 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 Group, or to intervene in any proceedings to which the Group is a party,
for the purpose of taking responsibility on behalf of the Group for all or part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Group with leave of the Court
under section 237 of the Corporations Act 2001.
Officers of the Group who are former partners of RSM Australia Partners
There are no officers of the Group who are former partners of RSM Australia Partners.
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the
Corporations Act 2001 is set out immediately after this directors' report.
Auditor
RSM Australia Partners continues in office in accordance with section 327 of the Corporations Act
2001.
[7]
Annual Report for the year ended 30 June 2017
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 is satisfied that the provision of non-audit services during the financial year, by the auditor
(or by another person or firm on the auditor’s behalf), is compatible with the general standard of
independence for auditors imposed by the Corporations Act 2001
The Board is of the opinion that the services as disclosed in note 7 to the financial statements do not
compromise the external auditor’s independence requirements of the Corporations Act 2001 for the
following reasons:
all non-audit services are subject to the corporate governance procedures adopted by the Group
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 Group, acting as an advocate for the Group or jointly sharing risks and
rewards.
Shares under option
Unissued ordinary shares of Rent.com.au Limited under option as at 30 June 2017 are as follows:
Date Options Granted
Expiry Date
Tranche
Issue Price of Share
Number Under Option
17 June 2015
17 June 2020
Advisor
17 June 2015
17 June 2020
1,2,3
17 June 2015
17 June 2020
17 June 2015
17 June 2020
17 June 2015
17 June 2020
13 August 2015
13 August 2020
13 August 2015
13 August 2020
13 August 2015
13 August 2020
22 February 2016
22 February 2021
22 February 2016
22 February 2021
22 February 2016
22 February 2021
9 September 2016
9 September 2021
9 September 2016
9 September 2021
9 September 2016
9 September 2021
Total
4
5
6
4
5
6
4
5
6
7
8
9
$0.30
$0.25
$0.30
$0.30
$0.30
$0.30
$0.30
$0.30
$0.30
$0.30
$0.30
$0.25
$0.35
$0.50
7,000,0001
19,000,0002
4,728,3342
4,728,3342
4,728,3323
133,3332
133,3332
133,3343
610,0004
610,0004
610,0004
1,250,0005
1,250,0005
1,250,0005
46,165,000
1. Advisor options have vested and are exercisable.
2. Employee options have vested and are exercisable.
3. Employee options vest upon the VWAP of shares trading at greater than $0.60 over 20 consecutive trading days.
4. Employee options vest upon continuous employment with the Group until 31 December 2016 and:
•
•
•
5. Employee options. Vest upon continuous employment with the Group until 30 June 2018.
Tranche 4 – vest upon the VWAP of shares trading at greater than $0.30 over 20 consecutive trading days.
Tranche 5 – vest upon the VWAP of shares trading at greater than $0.40 over 20 consecutive trading days.
Tranche 6 – vest upon the VWAP of shares trading at greater than $0.60 over 20 consecutive trading days.
[8]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Directors’ Report (continued)
Shares issued on the exercise of options
There were no ordinary shares of Rent.com.au Limited issued during the year ended 30 June 2017,
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 Group's 2016 Annual General Meeting ('AGM')
At the 2016 AGM, 79.9% of the votes received supported the adoption of the remuneration report for
the year ended 30 June 2016. The Group 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
any 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 2016:
Non-executive directors1:
Managing director2:
1Total fee paid to Garry Garside, John Wood, Sam McDonagh and Philip Warren.
2Fee paid to Mark Woschnak on his resignation. This included payout of accrued long service leave and accrued annual
leave.
$175,000
$329,676
[9]
Annual Report for the year ended 30 June 2017
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.
At the annual general meeting of the Group, the Long Term Incentive Plan (‘LTIP’) was approved by
shareholders. The LTIP allows the Group to provide incentives which promote the long term
performance, growth and support of the Group.
The LTIP provides for the issuance of:
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 Group for each Performance Right; and
[10]
Annual Report for the year ended 30 June 2017
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)
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 Group 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 Group's employment and engagement strategy, and that the implementation of the Plan will:
(a)
(b)
(c)
(d)
enable the Group to recruit, incentivise and retain Key Management Personnel and other eligible
Employees needed to achieve the Group's business objectives;
link the reward of key staff with the achievements of strategic goals and the long term
performance of the Group;
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)
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.
(b)
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.
(c) 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.
B. Details of remuneration
Amounts of remuneration
Details of the remuneration of the directors and the key management personnel of the Group are found
below:
Director
Appointed
Resigned
Dr. Garry Garside
15 June 2015
Mr. Sam McDonagh
15 June 2015
Mr. Philip Warren
18 September 2014
Mr. John Wood
15 June 2015
-
-
-
-
Mr. Mark Woschnak
15 June 2015
22 July 2016
[11]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Directors’ Report (continued)
Audited Remuneration report (cont’d)
B. Details of remuneration (cont’d)
KMP
Commencement Date Cessation Date
Mr. Greg Bader
23 August 2016
Mr. Jan Ferreira
28 April 2014
-
-
Ms. Maya William1
21 September 2015
12 August 2016
Mr. Scott Waters1
14 September 2015
12 August 2016
1. Ms William and Mr Waters ceased to be a KMP upon restructure of the business on 12 August 2016.
Key Management personnel and other executives of the Group
Details of remuneration for the year ended 30 June 2017
KMP
Garry Garside
Sam McDonagh
Phillip Warren
John Wood
Mark Woschnak2
Greg Bader
Jan Ferreira
Maya William3
Scott Waters3
Total
Base Fee
$
Super-
annuation
$
Long
Service
Leave
$
Performance
Rights
$
Options1
$
Total
$
55,000
40,000
40,000
40,000
255,913
232,692
225,000
23,562
21,205
933,372
-
-
-
-
28,602
22,106
21,375
2,238
2,015
76,336
-
-
-
-
22,594
38,053
-
43,557
21,749
-
11,891
21,808
121,151
99,802
40,000
73,699
45,161
656,748
921,032
1,907,456
-
-
-
-
9,176
24,426
144
144
83,960
10,874
801
801
347,934
281,675
26,745
24,165
45,161
763,176
1,104,582
2,922,627
1. Options include both share based payments and advisor options.
2. Mr Woschnak resigned as Managing Director on 22 July 2016.
3. Ms William and Mr Waters ceased to be a KMP upon restructure of the business on 12 August 2016.
Details of remuneration for the year ended 30 June 2016
KMP
Base Fee
$
Super-
annuation
$
Long
Service
Leave
$
Performance
Rights
$
Options1
$
Total
$
Philip Warren
Garry Garside
Mark Woschnak
John Wood
Sam 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
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.
[12]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Directors’ Report (continued)
Audited Remuneration report (cont’d)
B. Details of remuneration (cont’d)
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Name
Fixed remuneration
2016
2017
At risk - STI
At risk - LTI
2017
2016
2017
2016
Non-Executive Directors:
Garry Garside
Sam McDonagh
Phillip Warren
John Wood
100%
100%
100%
100%
100%
100%
100%
100%
Executive Directors:
Mark Woschnak1
100%
100%
Other Key Management Personnel:
Greg Bader
Jan Ferreira
Maya William2
Scott Waters2
100%
100%
100%
100%
100%
100%
100%
100%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
54.60%
59.92%
56.73%
72.16%
-
-
45.73%
50.14%
82.72%
81.78%
26.77%
12.53%
3.53%
3.91%
-
22.52%
7.05%
7.58%
1. Mr Woschnak resigned as Managing Director on 22 July 2016 and ceased to be key management personnel in this
financial year.
2. Ms William and Mr Waters ceased to be a KMP upon restructure of the business on 12 August 2016.
Share based compensation
Performance Rights granted as part of remuneration for the year ended 30 June 2017.
KMP
Grant Date
Number
Granted
Number
vested at
year end
Average fair
value per
performance
right at grant
date
Maximum
total of
grant yet to
vest
Expiry date
Greg Bader 9 September 2016
3,283,741
Greg Bader 9 September 2016
3,283,741
-
-
$0.001
3,283,741 31 December 2018
$0.001
3,283,741 31 December 2019
Total
6,567,482
6,567,482
Options (share based payments) granted as compensation to KMP for the year ended 30 June 2017.
KMP
Grant Date
Number
Granted
Vesting date
Expiry Date
Exercise
price
Fair value per
option at
grant date
Greg Bader 9 September 2016
1,250,000 30 June 2018 9 September 2021
$0.250
Greg Bader 9 September 2016
1,250,000 30 June 2018 9 September 2021
$0.350
Greg Bader 9 September 2016
1,250,000 30 June 2018 9 September 2021
$0.500
$0.056
$0.050
$0.044
Total
3,750,000
[13]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Directors’ Report (continued)
Audited Remuneration report (cont’d)
C.
Service agreements
Remuneration and other terms of employment for the Chief Executive Officer and other Key
Management Personnel are formalised in employment contracts. Other major provisions of the
agreements relating to remuneration are set out below:
Greg Bader, Chief Executive Officer
• Mr. Bader’s Executive Services Agreement for the position of Chief Executive Officer has no fixed
period and may be terminated by provision of six months’ prior written notice by either party.
• Mr. Bader receives a base salary of $250,000 per annum, plus statutory superannuation
entitlements.
• Mr. Bader is eligible to participate in the Long Term Incentive Plan and was issued 3,750,000
Employee Options and 6,567,482 Performance Rights.
• Mr. Bader will also be eligible to participate in a short term incentive scheme which the Group is
proposing to implement. The Board will determine a percentage of base salary that may be
payable to Mr. Bader on the achievement of key performance indicators to be set having regard
to the financial position and performance of the Group.
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 receives 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 the Group 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 (ceased to be a KMP on 12 August 2016)
• 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 receives 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 the Group 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.
Maya William, General Manager – Marketing (ceased to be a KMP on 12 August 2016):
• Ms. William’s Executive Services Agreement had no fixed period and could 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 was eligible to participate in the Long Term Incentive Plan and was issued 500,000
Employee Options and 100,000 Performance Rights which she continues to hold subject to the
relevant performance vesting conditions.
• Ms. William was eligible to participate in a short term incentive scheme which RENT is proposing
to implement.
[14]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Directors’ Report (continued)
Audited Remuneration report (cont’d)
C.
Service agreements (cont’d)
Mark Woschnak, Managing Director (resigned 22 July 2016):
• Mr. Woschnak stepped down from his role on 22 July 2016 and is no longer a KMP of the Group.
• Mr. Woschnak’s Executive Services Agreement had no fixed period and could be terminated by
provision of six months’ prior written notice by either party.
• Mr. Woschnak received a base salary of $300,000 per annum, plus statutory superannuation
entitlements.
• Mr. Woschnak received a car allowance of $20,000 per annum.
• Mr. Woschnak was eligible to participate in the Long Term Incentive Plan and was issued
28,000,000 Employee Options and 9,851,223 Performance Rights.
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. Shareholdings
The number of ordinary shares in Rent.com.au Limited held by each KMP of the Group during the year
ended 30 June 2017 is as follows:
30 June 2017
Garry Garside
Sam McDonagh
Philip Warren
John Wood
Mark Woschnak1
Greg Bader
Jan Ferreira
Total
Balance at
beginning of
the year
Granted as
remuneration
during the
year
Issued on
exercise of
options during
the year
Other changes
during the year
Balance at
30 June 2017
2,422,356
188,042
125,909
11,770,363
12,761,578
-
4,538
27,272,786
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,077,247
630,195
31,477
1,591,334
(12,761,578)
5,686,693
101,011
(2,643,621)
4,499,603
818,237
157,386
13,361,697
-
5,686,693
105,549
24,629,165
1. Mr Woschnak resigned on 22 July 2016 and ceased to be key management personnel in this financial year.
[15]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Directors’ Report (continued)
Audited Remuneration report (cont’d)
Equity instruments held by Key Management Personnel (cont’d)
2. Options
The number of options over ordinary shares in Rent.com.au Limited held by each KMP of the Group
during the year ended 30 June 2017 is as follows:
30 June 2017
Balance at
start of the
year
Granted
during the
year
Exercised
during
the year
Other changes
during the year
Balance at
30 June
2017
Garry Garside
Sam McDonagh
Philip Warren
John Wood
Mark Woschnak1
Greg Bader
Jan Ferreira
Maya William2
Scott Waters2
Total
950,000
1,600,000
1,050,001
500,000
28,000,000
-
-
-
-
-
-
3,750,000
900,000
500,000
500,000
-
-
-
34,000,001
3,750,000
-
-
-
-
-
-
-
-
-
-
-
-
950,000
1,600,000
(37,501)
1,012,500
-
500,000
(28,000,000)
-
-
-
3,750,000
900,000
(500,000)
(500,000)
-
-
(29,037,501)
8,712,500
1. Mr Woschnak resigned on 22 July 2016 and ceased to be KMP in this financial year
2. Ms William and Mr Waters ceased to be a KMP upon restructure of the business on 12 August 2016.
3. Performance Rights
The number of performance rights in Rent.com.au Limited held by each KMP of the Group during the
year ended 30 June 2017 is as follows:
30 June 2017
Balance at
start of the
year
Received
as
Remunerati
on
Performance
Rights
Converted
Other
Movements
Balance at
30 June
2017
Vested and
Exercisable
at 30 June
2017
Unvested
at 30 June
2017
Garry Garside
Sam McDonagh
John Wood
334,239
562,926
175,914
Mark Woschnak1
9,851,223
-
-
-
-
Greg Bader
Jan Ferreira
Maya William2
Scott Waters2
Total
-
6,567,482
316,647
100,000
100,000
-
-
-
(111,413)
(187,642)
(58,638)
-
-
(105,549)
-
-
-
222,826
375,284
117,276
(9,851,223)
-
-
-
6,567,482
211,098
-
-
(100,000)
(100,000)
-
-
-
-
-
-
-
-
-
-
222,826
375,284
117,276
-
6,567,482
211,098
-
-
11,440,949
6,567,482
(463,242) (10,051,223)
7,493,966
- 7,493,966
1. Mr Woschnak resigned on 22 July 2016 and ceased to be key management personnel in this financial year.
2. Ms William and Mr Waters ceased to be a KMP upon restructure of the business on 12 August 2016.
[16]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Directors’ Report (continued)
Audited Remuneration report (cont’d)
Equity instruments held by Key Management Personnel (cont’d)
4. Performance Shares
Performance shares were issued as consideration to the shareholders of Rent.com.au (Operations)
Pty Ltd who were shareholders prior to the acquisition by Select Exploration Limited (renamed
Rent.com.au Limited). The number of performance shares in Rent.com.au Limited held by each KMP
of the Group during the year ended 30 June 2017 is as follows:
30 June 2017
Balance at
start of the
year
Received as
Remuneration
Performance
Shares
Converted
Other
Movements
Balance at
30 June
2017
Vested and
Exercisable
at 30 June
2017
Unvested at
30 June 2017
Garry Garside
Sam McDonagh
581,382
37,606
John Wood
6,068,082
Mark Woschnak1
1,985,892
Jan Ferreira
Total
9,077
8,682,039
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
581,382
37,606
6,068,082
(1,985,892)
-
-
9,077
(1,985,892)
6,696,147
-
-
-
-
-
-
581,382
37,606
6,068,082
-
9,077
6,696,146
1. Mr Woschnak resigned on 22 July 2016 and ceased to be key management personnel in this financial year.
Other KMP Transactions
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 Group[1]
Advisory and capital issue costs – Grange Capital Partners[2]
Other revenue [3]
2017
$
6,300
335,037
15,000
[1] Philip Warren is a director and shareholder of Grange Consulting Group Pty Ltd.
[2] Grange Capital Partners Pty Ltd is an entity associated with Grange Consulting Group Pty Ltd, although
Mr Warren is not a shareholder or director of Grange Capital Partners Pty Ltd.
[3] Greg Bader is a director of Trident Subsea Cable Pty Ltd.
There were no balance outstanding as at 30 June 2017. All transactions were made on normal
commercial terms and conditions and at market rates.
[17]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Directors’ Report (continued)
Audited Remuneration report (cont’d)
E. Additional Information (cont’d)
The earnings of the Group for the five years to 30 June 2017 are summarised below:
2017
$
2016
$
2015+
$
2014*
$
Sales revenue
1,654,395
748,495
171,197
454,289
2013*
$
50,484
EBITDA**
(5,822,425)
(7,216,670)
(927,249)
(1,442,099)
(9,878,470)
Loss after income tax
(8,513,631)
(12,820,585)
(3,655,771)
(1,647,509)
(9,878,470)
*
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.
** excluding non-cash share based payments.
†
The 2015 financial year was an abridged, 6 month financial year.
The factors that are considered to affect total shareholders return ('TSR') are summarised below:
2017
2016
2015
2014*
2013*
Share price at financial year end ($)
0.065
0.160
0.180
0.010
0.010
Total dividends declared (cents per share)
-
-
-
-
-
Basic earnings per share (cents per share)
(4.72)
(12.42)
(6.62)
(3.75)
(0.14)
*
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.
[This concludes the remuneration report, which has been audited]
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 2017
[18]
RSM Australia Partners
8 St Georges Terrace Perth WA 6000
GPO Box R1253 Perth WA 6844
T +61 (0) 8 9261 9100
F +61 (0) 8 9261 9111
www.rsm.com.au
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 2017, 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 2017
TUTU PHONG
Partner
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each memb er of the RSM network is an independent
accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
RSM Australia Partners
8 St Georges Terrace Perth WA 6000
GPO Box R1253 Perth WA 6844
T +61 (0) 8 9261 9100
F +61 (0) 8 9261 9111
www.rsm.com.au
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
RENT.COM.AU LIMITED
Opinion
We have audited the financial report of Rent.com.au Limited (the Company) and its subsidiaries (the Group), which
comprises the consolidated statement of financial position as at 30 June 2017, the consolidated statement of profit
or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated
statement of cash flows for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies, and the directors' declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
(i)
Giving a true and fair view of the Group's financial position as at 30 June 2017 and of its financial
performance for the year then ended; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of
our report. We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's
APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial
report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to
the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each memb er of the RSM network is an independent
accounting and consulting firm which practices in its own right. The RSM network is not i tself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key Audit Matter
How our audit addressed this matter
Recognition of Revenue
Refer to Note 1 and 3 in the financial statements
The Group earns revenue through its role as an
operator of a real estate website focusing on the rental
property market. The major revenue streams are:
- Agent fees;
- Private listing fees;
- Product and service fees; and
- Advertising and referral fees.
Revenue was considered a key audit matter because
it is the most significant account balance in the
consolidated statement of profit or loss and other
comprehensive income and the process of revenue
recognition is complex due to multiple revenue
streams for services rendered. Furthermore, the
revenue transactions are high volume and of low
value. The revenue recognition of each revenue
stream is subject to management judgements. These
include:
Determination of the Group’s accounting policy in
relation to each revenue stream; and
Determining the amount of revenue that can be
measured reliably and whether it is probable that
the
the economic benefits associated with
transaction will flow to the Group.
Other Information
the Group’s
Our audit procedures in relation to revenue recognition
included:
Obtained a detailed understanding of each of the
revenue streams and the process for calculating
and recording revenue;
revenue
Assessing whether
recognition policies were in compliance with
Australian Accounting Standards;
Performing substantive testing on each revenue
stream on a sample basis. The substantive
testing
to
approved pricing used by the Group, agreeing
the receipt of cash to bank statements and
agreeing the delivery of services to source
documentation;
included agreeing
transactions
Reviewing the deferred revenue calculation for
agent listing fees received in advance by the
Group; and
Review of sales transactions before and after
year-end to ensure that revenue is recognised in
the correct period.
The directors are responsible for the other information. The other information comprises the information included
in the Group's annual report for the year ended 30 June 2017, but does not include the financial report and the
auditor's report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic
alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar2.pdf. This
description forms part of our auditor's report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included within the directors' report for the year ended 30 June 2017.
In our opinion, the Remuneration Report of Rent.com.au Limited, for the year ended 30 June 2017, complies with
section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
RSM AUSTRALIA PARTNERS
Perth, WA
Dated: 22 August 2017
TUTU PHONG
Partner
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 30 June 2017
Revenue
Other Income
Administration charges
Consulting and business development costs
Depreciation and amortisation
Employee benefits expense
Finance charges
Share based payment expense
Others
Loss before income tax
Income tax expense
Loss after income tax
Note
3
16, 17
25
4
5
Consolidated
2017
$
1,654,395
71,377
1,725,772
2016
$
748,495
123,049
871,544
(843,565)
(1,289,396)
(74,787)
(447,433)
(102,940)
(248,249)
(3,748,562)
(3,780,807)
(6,731)
(31,291)
(2,243,418)
(5,447,424)
(2,874,907)
(2,792,022)
(8,513,631)
(12,820,585)
-
-
(8,513,631)
(12,820,585)
Other comprehensive income
-
-
Total comprehensive (loss) attributable to owners of
Rent.com.au Limited
(8,513,631)
(12,820,585)
Earnings per share for loss from continuing operations
attributable to the ordinary equity holders of the Group:
Basic and diluted (loss) per share (cents per share)
8
(4.72)
(12.42)
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 2017
Rent.com.au Limited
Consolidated Statement of Financial Position
As at 30 June 2017
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
Note
Consolidated
2017
$
2016
$
9
10
16
17
13
20
18
13
20
14
12
19
3,254,380
246,049
3,500,429
72,028
993,186
1,065,214
6,080,209
170,430
6,250,639
122,060
754,799
876,859
4,565,643
7,127,498
675,685
48,226
227,548
951,459
-
21,606
21,606
1,405,399
41,542
363,912
1,810,853
36,086
63,350
99,436
973,065
1,910,289
3,592,578
5,217,209
32,239,412
6,250,779
(34,897,613)
3,592,578
26,777,938
4,823,253
(26,383,982)
5,217,209
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 2017
Rent.com.au Limited
Consolidated Statement of Changes in Equity
For the year ended 30 June 2017
Issued Capital
Share based
payment
reserve
Accumulated
Losses
Total
$
$
$
$
Balance at 1 July 2016
26,777,938
4,823,253
(26,383,982)
5,217,209
Loss for the year
Total comprehensive (loss) for
the year
Transaction with owners in their
capacity as owners:
Shares issued
Share based payments
Share issue costs
-
-
5,835,646
-
-
-
-
1,427,526
(374,172)
-
(8,513,631)
(8,513,631)
(8,513,631)
(8,513,631)
-
-
-
5,835,646
1,427,526
(374,172)
Balance at 30 June 2017
32,239,412
6,250,779
(34,897,613)
3,592,578
For the year ended 30 June 2016
Issued Capital
Share based
payment
reserve
Accumulated
Losses
Total
$
$
$
$
Balance at 1 July 2015
16,773,963
1,007,983
(13,563,397)
4,218,549
Loss for the year
Total comprehensive (loss) for
the year
Transaction with owners in their
capacity as owners:
Shares issued
Share based payments
Share issue costs
-
-
10,776,210
-
-
-
-
3,815,270
(772,235)
-
(12,820,585) (12,820,585)
(12,820,585) (12,820,585)
-
-
-
10,776,210
3,815,270
(772,235)
Balance at 30 June 2016
26,777,938
4,823,253
(26,383,982)
5,217,209
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 2017
Rent.com.au Limited
Consolidated Statement of Cash Flows
For the year ended 30 June 2017
Consolidated
Note
2017
$
2016
$
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers (inclusive of GST)
1,736,000
765,136
Payments to suppliers and employees (inclusive of GST)
(8,557,827)
(7,148,050)
Interest received
Interest paid
Other income
31,339
(6,731)
25,039
56,506
(31,292)
66,544
Net cash used in operating activities
24
(6,772,180)
(6,291,156)
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for property, plant and equipment
Payments for development costs
Receipt from R&D grant
(19,016)
(766,082)
110,810
(15,070)
(491,179)
74,839
Net cash used in investing activities
(674,288)
(431,410)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of share capital
Repayment of borrowings
Share issue costs
Net cash provided by financing activities
5,019,754
9,145,237
(35,063)
(23,531)
(364,052)
(772,235)
4,620,639
8,349,471
Net (decrease)/increase in cash held
(2,825,829)
1,626,905
Cash and cash equivalents at beginning of financial year
6,080,209
4,453,304
Cash and cash equivalents at end of financial year
3,254,380
6,080,209
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 2017
Rent.com.au Limited
Notes to the Consolidated Financial Statements
This financial report of Rent.com.au Limited (‘the Company’) and its controlled entities (‘the Group’)
for the year ended 30 June 2017 was authorised for issue in accordance with a resolution of the
Directors on 22 August 2017.
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 Group 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 Group'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
Group 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 2017
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 as at 30 June 2017 and the results of all subsidiaries for the year then ended.
Subsidiaries are all those entities over which the Group has control. The Group controls an entity when
the Group 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 Group. They are de-consolidated
from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the
Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence
of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed
where necessary to ensure consistency with the policies adopted by the Group.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. 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 Group. Losses incurred by the Group are attributed to the non-controlling
interest in full, even if that results in a deficit balance.
Where the Group loses control over a subsidiary, it derecognises the assets including goodwill,
liabilities and non-controlling interest in the subsidiary together with any cumulative translation
differences recognised in equity. The Group recognises the fair value of the consideration received
and the fair value of any investment retained together with any gain or loss in profit or loss.
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.
[28]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
1. Significant Accounting Policies (cont’d)
Revenue Recognition
Revenue is recognised when it is probable that the economic benefit will flow to the Group 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 Group has an enforceable claim against the customer arising
from a property listing advertisement. Listing fees arise either from the completion of the online rental
application process (renter placement/SmartPlan), or from the customer purchasing one of the
Group’s paid for advertising products.
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 and the sales commissions paid to the sales agency are recorded
separately. Revenues from referrals and 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.
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
[29]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
1. Significant Accounting Policies (cont’d)
Income Tax (cont’d)
• 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.
Rent.com.au Limited and its wholly-owned Australian subsidiaries have formed an income tax Group
under the tax consolidation regime. The head entity and each subsidiary in the tax Group continue
to account for their own current and deferred tax amounts. The tax Group has applied the 'separate
taxpayer within group' approach in determining the appropriate amount of taxes to allocate to
members of the tax Group.
In addition to its own current and deferred tax amounts, the head entity also recognises the current
tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax
credits assumed from each subsidiary in the tax Group.
Assets or liabilities arising under tax funding agreements with the tax consolidated entities are
recognised as amounts receivable from or payable to other entities in the tax consolidated group.
The tax funding arrangement ensures that the intercompany charge equals the current tax liability
or benefit of each tax Group member, resulting in neither a contribution by the head entity to the
subsidiaries nor a distribution by the subsidiaries to the head entity.
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.
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.
[30]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
1. Significant Accounting Policies (cont’d)
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 Group will not be able to collect
all amounts due according to the original terms of the receivables. Significant financial difficulties of
the debtor, probability that the debtor will enter bankruptcy or financial reorganisation and default or
delinquency in payments (more than 90 days overdue) are considered indicators that the trade
receivable may be impaired. The amount of the impairment allowance is the difference between the
asset's carrying amount and the present value of estimated future cash flows, discounted at the
original effective interest rate. Cash flows relating to short-term receivables are not discounted if the
effect of discounting is immaterial.
Other receivables are recognised at amortised cost, less any provision for impairment.
Associates
Associates are entities over which the Group has significant influence but not control or joint control.
Investments in associates are accounted for using the equity method. Under the equity method, the
share of the profits or losses of the associate is recognised in profit or loss and the share of the
movements in equity is recognised in other comprehensive income. Investments in associates are
carried in the statement of financial position at cost plus post-acquisition changes in the Group's
share of net assets of the associate. Goodwill relating to the associate is included in the carrying
amount of the investment and is neither amortised nor individually tested for impairment. Dividends
received or receivable from associates reduce the carrying amount of the investment.
When the Group's share of losses in an associate equals or exceeds its interest in the associate,
including any unsecured long-term receivables, the Group does not recognise further losses, unless
it has incurred obligations or made payments on behalf of the associate.
The Group discontinues the use of the equity method upon the loss of significant influence over the
associate and recognises any retained investment at its fair value. Any difference between the
associate's carrying amount, fair value of the retained investment and proceeds from disposal is
recognised in profit or loss.
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.
[31]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
1. Significant Accounting Policies (cont’d)
Plant and equipment (cont’d)
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.
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 Group
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
[32]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
1. Significant Accounting Policies (cont’d)
Intangible assets (cont’d)
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 direct 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 an intangible asset and amortised from the point at 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.
Trade and Other Payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of
the financial year and which are unpaid. Due to their short-term nature they are measured at amortised
cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of
recognition.
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 Group has a present (legal or constructive) obligation as a result
of a past event, it is probable the Group 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.
[33]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
1. Significant Accounting Policies (cont’d)
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.
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 Group 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.
•
[34]
Annual Report for the year ended 30 June 2017
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
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.
If the non-vesting condition is within the control of the Group or employee, the failure to satisfy the
condition is treated as a cancellation. If the condition is not within the control of the Group or employee
and is not satisfied during the vesting period, any remaining expense for the award is recognised over
the remaining vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and
any remaining expense is recognised immediately. If a new replacement award is substituted for the
cancelled award, the cancelled and new award is treated as if they were a modification.
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.
[35]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
1. Significant Accounting Policies (cont’d)
Issued capital (cont’d)
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 Group.
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 Group assesses the financial assets acquired and liabilities
assumed for appropriate classification and designation in accordance with the contractual terms,
economic conditions, the Group's operating or accounting policies and other pertinent conditions in
existence at the acquisition-date.
Where the business combination is achieved in stages, the Group 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.
[36]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
1. Significant Accounting Policies (cont’d)
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of the Group,
excluding any costs of servicing equity other than ordinary shares, by the weighted average number
of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary
shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share
to take into account the after income tax effect of interest and other financing costs associated with
dilutive potential ordinary shares and the weighted average number of shares assumed to have been
issued for no consideration in relation to dilutive potential ordinary shares
Goods and Services Tax (GST)
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. The net amount of GST
recoverable from, or payable to, the tax authority is included in other receivables or other payables in
the statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing
or financing activities which are recoverable from, or payable to the tax authority, are presented as
operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable
to, the tax authority.
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 Group for the annual reporting period
ended 30 June 2017. The Group's assessment of the impact of these new or amended Accounting
Standards and Interpretations, most relevant to the Group, 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 Group will adopt this
standard from 1 July 2018 but the impact of its adoption is yet to be assessed by the Group.
[37]
Annual Report for the year ended 30 June 2017
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 Group will adopt this standard from 1 July 2018 but the impact
of its adoption is yet to be assessed by the Group.
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. 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 Group will adopt this standard
from 1 July 2019 but there is no material impact to the Group.
[38]
Annual Report for the year ended 30 June 2017
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 Group measures the cost of equity-settled transactions with employees by reference to the fair
value of the equity instruments at the date at which they are granted. The fair value is determined by
using 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 statement of profit or loss and other
comprehensive income and equity.
3. Revenue
Consolidated
2017
$
2016
$
363,362
43,519
521,536
725,978
1,654,395
178,795
36,305
201,699
331,696
748,495
Consolidated
2017
$
2016
$
(390,401)
(196,624)
(2,287,882)
(2,874,907)
(337,159)
(112,141)
(2,342,722)
(2,792,022)
Revenue
Agent fees
Private listing fees
Product and service fees
Advertising and referral fees
Total Revenue
4. Expenses
Information technology costs
Other cost of sales
Sales and marketing
Total
[39]
Annual Report for the year ended 30 June 2017
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 27.5% (30 June 2016: 28.5%)
Tax effect of:
Share based payments
Tax losses not recognised
Timing differences not recognised
Other
Total
The applicable weighted average effective tax rates are as
follows:
Consolidated
2017
$
2016
$
-
-
-
-
-
-
(2,341,249)
(3,653,867)
616,940
1,900,790
(165,518)
(10,963)
-
1,552,516
2,151,076
(14,626)
(35,099)
-
0%
0%
c)
Deferred tax assets at 30 June 2017 not brought to account
are:
Carried forward losses
Others
Total
3,866,010
390,588
4,256,598
2,151,076
394,168
2,545,244
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.
[40]
Annual Report for the year ended 30 June 2017
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
2017.
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 Pty Ltd
Total
8. Earnings per Share
Basic and diluted (loss) per share
Consolidated
2017
$
978,533
76,336
1,867,758
2,922,627
2016
$
1,070,819
85,348
2,937,519
4,093,686
Consolidated
2017
$
2016
$
41,500
44,000
18,050
59,550
9,590
53,590
Consolidated
2017
$
(4.72)
2016
$
(12.42)
a)
Reconciliation of loss to profit or loss
Net loss
Loss used in the calculation of basic loss per share
(8,513,631)
(8,513,631)
(12,820,585)
(12,820,585)
b) Weighted average number of ordinary shares outstanding
during the year used in calculating basic loss per share
180,245,365
103,261,837
Options have not been included in the calculation of dilutive loss per share as the options are anti-
dilutive.
[41]
Annual Report for the year ended 30 June 2017
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
2017
$
3,050,298
204,082
3,254,380
2016
$
5,876,127
204,082
6,080,209
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 1.5% (2016:2.6%). 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
3,254,380
6,080,209
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
Impairment of receivables
Consolidated
2017
$
166,317
70,043
9,689
246,049
2016
$
103,257
47,575
19,598
170,430
The Group has recognised a loss of $5,000 (2016: nil) in profit or loss in respect of impairment of
receivables for the year ended 30 June 2017.
The ageing of the impaired receivables provided for the above are as follows:
0 to 3 months overdue
3 to 6 months overdue
Over 6 months overdue
[42]
Consolidated
2017
$
2016
$
-
-
5,000
5,000
-
-
-
-
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
Movement in the provision for impairment of receivables are as follows:
Consolidated
2017
$
2016
$
Opening balance
Additional provisions recognised
Receivables written off during the year as uncollectible
Unused amounts reversed
Closing balance
-
5,000
-
-
5,000
-
-
-
-
-
As at 30 June 2017 there were no customers with balances past due but without provision for
impairment.
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.
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
2017
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
Australia
Investment/Parent
Australia
Information Technology
100
100
Australia
Dormant
25
25
Investment in associate- Accounted for using the equity method
Investment in associate
Impairment
[43]
Consolidated
2017
$
200,000
(200,000)
-
2016
$
200,000
(200,000)
-
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
11. Controlled Entities (cont’d)
Movement:
Beginning of period
End of period
Consolidated
2017
$
2016
$
-
-
-
-
Summarised financial information for the investment in associate is not disclosed as the entity is
dormant during the year.
12. Reserves
Consolidated
2017
$
2016
$
Share Based Payment Reserve
6,250,779
4,823,253
Share Based Payment Reserve
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
2017
$
352,717
322,968
675,685
2016
$
764,649
640,750
1,405,399
-
36,086
675,685
1,441,485
Trade payables are non-interest bearing and are normally settled on 60 day terms.
*As at 30 June 2016 $343,037 owing to Prime Health Group is included in trade creditors. Interest of
8.5%p.a. was payable on this balance and as at 30 June 2016 there was $52,575 in interest outstanding
on this balance. The balance was fully repaid in July 2016.
14.
Issued Capital
Ordinary shares fully paid
32,239,412
26,777,938
Consolidated
2017
$
2016
$
[44]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
14. Issued Capital (cont’d)
Movements in ordinary share capital
2017
$
No. of
shares
2016
$
No. of
shares
a) Ordinary Shares
At the beginning of the reporting period
145,506,427
26,777,938
87,799,174
16,773,963
- Capital raising
- Conversion of Class A shares to ordinary shares
- Conversion of Tranche 1 performance rights
50,197,542
-
5,019,754
-
49,546,482
8,160,771
9,144,056
1,632,154
shares to ordinary shares
3,283,741
656,748
-
-
- Conversion of Tranche 4 performance rights
shares to ordinary shares
Transaction costs relating to share issues
795,720
-
159,144
(374,172)
At the end of the reporting period
199,783,430
32,239,412
-
-
145,506,427
-
(772,235)
26,777,938
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of
the Group in proportion to the number of and amounts paid on the shares held. The fully paid ordinary
shares have no par value and the Group does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote
and upon a poll each share shall have one vote.
Share buy-back
There is no current on-market share buy-back.
b) Capital Management
Capital risk management
The Group's objectives when managing capital is to safeguard its ability to continue as a going concern,
so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an
optimum capital structure to reduce the cost of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt.
Net debt is calculated as total borrowings less cash and cash equivalents.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid
to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The Group would look to raise capital when an opportunity to invest in a business or company was
seen as value adding relative to the current company's share price at the time of the investment. The
Group is not actively pursuing additional investments in the short term as it continues to integrate and
grow its existing businesses in order to maximise synergies.
The Group is subject to certain financing arrangements covenants and meeting these is given priority
in all capital risk management decisions. There have been no events of default on the financing
arrangements during the financial year.
The capital risk management policy remains unchanged from the 30 June 2016 Annual Report.
[45]
Annual Report for the year ended 30 June 2017
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
18. Employee benefits
Employee benefits
Consolidated
2017
$
232,205
(160,177)
72,028
122,060
19,016
(69,048)
-
72,028
2016
$
213,190
(91,130)
122,060
15,685
143,495
(37,120)
-
122,060
Consolidated
2017
$
3,244,597
(2,251,411)
993,186
754,799
616,772
(378,385)
993,186
2016
$
2,627,825
(1,873,026)
754,799
549,587
416,340
(211,128)
754,799
Consolidated
2017
$
2016
$
227,548
363,912
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
113,774
181,956
[46]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
19. Equity – accumulated losses
Accumulated losses at the beginning of the financial year
(Loss) after income tax for the year
Accumulated losses at the end of the financial year
20. Borrowings
Lease Liability - Current
Lease Liability – Non current
Consolidated
2017
$
(26,383,982)
(8,513,631)
(34,897,613)
2016
$
(13,563,397)
(12,820,585)
(26,383,982)
Consolidated
2017
$
48,226
21,606
2016
$
41,542
63,350
These are finance leases for computer equipment with an average outstanding term of 1 year
21. Commitments
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
2017
$
78,163
-
78,163
2016
$
371,600
154,833
526,433
The property lease is a non-cancellable lease with a remaining term of 2.5 months, with rent payable
monthly in advance and will not be renewed.
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
Consolidated
2017
$
2016
$
51,515
22,061
73,575
(3,744)
48,273
67,094
115,367
(10,475)
Net commitment recognised as liabilities
69,832
104,892
[47]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
21. Commitments (cont’d)
Finance lease commitments includes contracted amounts for various plant and equipment with a
written down value of $48,112 (2016: $101,819) secured under finance leases expiring within one to
five years. Under the terms of the leases, the Group has the option to acquire the leased assets for
predetermined residual values on the expiry of the leases.
22. Contingent Liabilities
There are no contingent liabilities (30 June 2016: nil).
23. Operating Segments
Identification of reportable operating segments
The Group operates as a single operating segment with different revenue streams. The Board (the
Chief Operating Decision Makers ('CODM') of the business) reviews performance of the Group as a
whole.
The Board evaluates Group performance by reference to revenue and profit and loss which are
measured consistently with these consolidated financial statements. In addition, the Board evaluates
EBITDA (earnings before interest, tax, depreciation and amortisation). The accounting policies
adopted for internal reporting to the CODM are consistent with those adopted in the financial
statements.
The information is reported to the CODM on a monthly basis.
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
- Provision for doubtful debts
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
2017
$
2016
$
(8,513,631)
2,243,418
447,433
5,000
(12,820,585)
5,447,424
248,249
-
(80,619)
(737,417)
(136,364)
(6,772,180)
(13,467)
739,917
107,306
(6,291,156)
Acquisition of plant and equipment by means of finance leases
9,721
128,425
25. Share Based Payments
The Group 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.
[48]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
25. Share Based Payments (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 Group 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 Group’s employment and engagement strategy, and that the implementation of the Plan will:
(a)
(b)
(c)
(d)
enable the Group to recruit, incentive and retain Key Management Personnel and other
eligible Employees needed to achieve the Group’s business objectives;
link the reward of key staff with the achievements of strategic goals and the long term
performance of the Group;
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/(reverse) to employees
Performance shares/rights issued to shareholders
Option issued under employee option plan
Advisor fee
[49]
Consolidated
2017
$
(215,329)
815,892
1,642,855
-
2,243,418
2016
$
240,198
1,632,154
2,900,915
674,157
5,447,424
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
25. Share Based Payments (cont’d)
b) Options
All options granted to key employees, consultants and advisors of the Group are for ordinary
shares in Rent.com.au Limited which confer a right of one ordinary share for every option held.
Grant Date
Expiry Date Exercise
Price
Balance
at start of
year
Granted
during the
year
Exercised
during
the year
Expired/
forfeited/
other
Balance at
end of the
year
Number
Number
Number
Number
Number
Vested &
exercisable
at end of
the year
Number
2017
17 Jun 2015 17 Jun 2020
17 Jun 2015 17 Jun 2020
23 Jun 2015 22 Jun 2020
13 Aug 2015 13 Aug 2020
22 Feb 2016 22 Feb 2021
19 May 2016 19 Aug 2016
09 Sep 2016 09 Sep 2021
09 Sep 2016 09 Sep 2021
09 Sep 2016 09 Sep 2021
$0.25 19,000,000
$0.30 14,185,000
7,000,000
$0.30
$0.30
400,000
2,100,000
$0.30
$0.15 10,000,000
$0.25
$0.35
$0.50
-
-
-
-
-
-
- 1,250,000
- 1,250,000
- 1,250,000
3,750,000
52,685,000
-
-
-
-
-
-
-
-
-
- 19,000,000
14,500,000
- 14,185,000
9,456,668
7,000,000
-
7,000,000
400,000
-
266,666
1,830,000
(270,000)
-
(10,000,000)
-
-
1,250,000
-
-
1,250,000
-
-
-
1,250,000
-
(10,270,000) 46,165,000 31,223,334
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
Grant date
* Employee options:
Options
Granted
Options
Granted
Options
Granted
9 September 2016
9 September 2016
9 September 2016
90
1.49
5
Nil
25
10.3
5.6
90
1.49
5
Nil
35
10.3
5.0
90
1.49
5
Nil
50
10.3
4.4
1,250,000
1,250,000
1,250,000
9 September 2021
9 September 2021
9 September 2021
9 September 2016
9 September 2016
9 September 2016
Vest upon continuous employment with the Group until 30 June 2018.
The weighted average remaining contractual life of options outstanding at year-end was 3 years. The exercise
price of outstanding shares at the end of the reporting period was $0.28.
[50]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
25. Share Based Payments (cont’d)
b) Options
Grant Date
Expiry Date Exercise
Price
Balance at
start of
year
Granted
during the
year
Exercised
during the
year
Expired/
forfeited/
other
Balance at
end of the
year
Number
Number
Number
Number
Number
Vested &
exercisable
at end of
the year
Number
2016
24 Oct 2012 30 Jun 2016
24 Oct 2012 30 Sep 2015
31 Jan 2013 30 Jun 2016
26 Feb 2013 30 Jun 2016
26 Feb 2013 30 Jun 2016
3 May 2013
30 Jun 2016
15 Jun 2015 17 Jun 2020
15 Jun 2015 17 Jun 2020
23 Jun 2015 22 Jun 2020
13 Aug 2015 30 Jun 2017
22 Feb 2016 31 Dec 2017
19 May 2016 19 Aug 2016
-
60,007
$0.36
-
200,002
$0.35
-
30,000
$0.36
-
22,500
$0.36
-
623,538
$0.35
-
$0.36
3,000
-
$0.25 19,000,000
-
$0.30 14,460,000
-
7,000,000
$0.30
400,000
-
$0.30
2,100,000
-
$0.30
10,000,000
$0.15
12,500,000
41,399,047
-
-
-
-
-
-
-
-
-
-
-
-
(60,007)
(200,002)
(30,000)
(22,500)
(623,538)
(3,000)
-
-
-
-
-
-
- 19,000,000
(275,000) 14,185,000
7,000,000
400,000
2,100,000
-
-
-
-
-
-
-
-
7,000,000
-
-
-
-
-
- 10,000,000 10,000,000
(1,214,047) 52,685,000 17,000,000
c) Performance shares/rights
Performance shares and performance rights do not have an exercise price. Upon satisfaction of the
relevant performance vesting condition they convert to ordinary shares in the ratio of one ordinary
share for every one performance share / performance right.
Grant Date
Expiry Date
Balance at
start of
year
Granted
during
the year
Exercised
during the
year
Expired/
forfeited/
other
Balance at
end of the
year
Vested &
exercisable
at end of
the year
Number
Number
Number
Number
Number
Number
2017
15 Jun 2015**
31 Dec 2018
8,160,771
15 Jun 2015***
31 Dec 2019
8,160,771
15 Jun 2015*
31 Dec 2018
4,079,461
15 Jun 2015**
31 Dec 2018
4,079,461
15 Jun 2015***
31 Dec 2019
4,079,461
13 Aug 2015*
31 Jan 2019
13 Aug 2015**
31 Dec 2018 ****
46,667
46,667
13 Aug 2015***
31 Dec 2019 *****
46,666
22 Feb 2016*
31 Jan 2019
22 Feb 2016**
31 Dec 2018 ****
40,000
80,000
22 Feb 2016***
31 Dec 2019 *****
80,000
-
-
-
-
-
-
-
-
-
-
-
9 Sep 2016**
31 Dec 2018****
- 3,283,741
9 Sep 2016***
31 Dec 2019*****
- 3,283,741
-
-
-
-
-
-
-
-
-
-
-
-
(4,079,461)
-
-
-
8,160,771
8,160,771
-
(3,283,741)
795,720
(3,283,741)
795,720
-
-
-
-
-
-
-
-
-
-
-
-
-
46,667
46,667
46,667
46,666
40,000
80,000
80,000
3,283,741
3,283,741
-
-
-
-
-
-
-
28,899,925 6,567,482
(4,079,461)
(6,567,482) 24,820,464
46,667
[51]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
25. Share Based Payments (cont’d)
c) Performance shares/rights (cont’d)
*
**
***
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
9 September 2016
Number of
performance rights
6,567,482
Share price at grant
date
$0.103
Fair value at grant
date
$676,451
Type
Class B
Class C
Shares/rights (No.)
Underlying share price
Probability %*
Value ($)
3,283,741
3,283,741
6,567,482
$0.103
$0.103
$0.103
2%
0%
-
6,765
-
6,765
* The probability estimated by the management is over the expiry date of the performance shares/rights.
Grant Date
Expiry Date
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 Jun 2015*
31 Dec 2018
8,160,771
(8,160,771)
15 Jun 2015**
31 Dec 2018
8,160,771
15 Jun 2015*** 31 Dec 2019
8,160,771
15 Jun 2015*
31 Dec 2018
4,111,812
15 Jun 2015**
31 Dec 2018
4,111,812
15 Jun 2015*** 31 Dec 2019
4,111,812
13 Aug 2015*
31 Jan 2019
13 Aug 2015** 31 Dec 2018 ****
13 Aug 2015*** 31 Dec 2019 *****
22 Feb 2016*
31 Jan 2019
22 Feb 2016**
31 Dec 2018 ****
22 Feb 2016*** 31 Dec 2019 *****
-
-
-
-
-
-
46,667
46,667
46,666
40,000
80,000
80,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
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
-
-
-
-
-
-
-
-
-
-
-
-
-
[52]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
Events After The Reporting Period
26.
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.
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 6.
(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 Capital Partners[1]
Rental expense - Prime Health Group Property Trust[2]
Interest expense - Prime Health Group Property Trust[2]
Other expenses[2]
Other revenue[3]
2017
$
6,300
335,037
-
-
-
15,000
2016
$
73,066
47,905
43,048
31,069
4,007
-
Balances:
Amount due to Prime Health Group Property Trust[2]
-
343,037
[1] Philip Warren is a director and shareholder of Grange Consulting Group Pty Ltd.
[2] Grange Capital Partners Pty Ltd is an entity associated with Grange Consulting Group Pty Ltd, although Mr Warren is
not a shareholder or director of Grange Capital Partners Pty Ltd.
[3] Garry Garside is a director of Sealcrest Pty Ltd atf Prime Health Group Property Trust
[4] Greg Bader is a director of Trident Subsea Cable Pty Ltd
[53]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
27. Related Party Transactions (cont’d)
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 was intended to provide the Group a ‘white label’ service through
which renters were able to obtain information about various finance products and submit enquiries
to be contacted by brokers, with the Group receiving a referral fee of 30% of the commission
payable to Time Finance (less specified fees). Time Finance and Homeloans Pty Ltd was dormant
during the financial periods. Mr Mark Woschnak resigned on 25 July 2016 and Time Finance and
Homeloans Pty Ltd ceased to be a related party from that time onwards.
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
2017
$
2016
$
9
10
13
20
3,254,380
236,360
3,490,740
675,685
69,832
745,517
6,080,209
150,832
6,231,041
1,441,485
104,892
1,546,377
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.
[54]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
28. Financial Risk Management (cont’d)
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. Credit
terms are generally 30 days from the invoice date.
Risk is also minimised through investing surplus funds in financial institutions that maintain a high
credit rating.
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.
Cash and cash equivalents
- AA- Rated
- A+ Rated
Unrated
Note
Consolidated
2017
$
2016
$
3,254,380
6,080,209
-
-
-
-
9
3,254,380
6,080,209
[55]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
28.
Financial Risk Management (cont’d)
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.
Financial Liability and Financial Asset Maturity Analysis
Within 1 year
1 to 5 Years
Total
2017
2016
2017
2016
2017
2016
Weighted
average
effective
interest
rate
%
$
$
$
$
$
$
Financial liabilities
due for payment
Trade and other
payables (excluding
GST. annual leave)
Trade payables
Borrowings
Financial assets —
cash flows realisable
Cash and cash
equivalents
Trade and other
receivables (excluding
GST)
-
675,685
1,098,448
-%
-
343,037
-
-
-
-
675,685
1,098,448
-
343,037
7.04%
48,226
41,542
21,606
63,350
69,832
104,892
1.5%
3,254,380
6,080,209
-
236,360
150,832
-
-
-
-
3,254,380
6,080,209
236,360
150,832
[56]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
28. Financial Risk Management (cont’d)
c) Market Risk
i.
ii.
iii.
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.
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.
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.
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 year
Total comprehensive loss for the year
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
[57]
2017
$
2016
$
(435,960)
(435,960)
(15,535,530)
(15,535,530)
-
3,632,417
3,632,417
61
5,243,070
5,243,131
(39,839)
(39,839)
(25,923)
(25,923)
70,243,651
9,637,616
(76,288,689)
3,592,578
64,782,176
8,210,090
(67,775,058)
5,217,208
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Notes to the Consolidated Financial Statements (continued)
Contingent Liabilities and Capital expenditure
There are no contingent liabilities for the parent entity for both financial periods ended 30 June
2017 and 30 June 2016.
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.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the Group, as disclosed in
note 1, except for the following:
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
Investments in associates are accounted for at cost, less any impairment, in the parent entity.
Dividends received from subsidiaries are recognised as other income by the parent entity and
its receipt may be an indicator of an impairment of the investment.
[58]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
Directors’ Declaration
In the directors' opinion:
●
●
●
●
the attached financial statements and notes comply with the Corporations Act 2001, the
Accounting Standards, the Corporations Regulations 2001 and other mandatory professional
reporting requirements;
the attached financial statements and notes comply with International Financial Reporting
Standards as issued by the International Accounting Standards Board as described in note 1 to
the financial statements;
the attached financial statements and notes give a true and fair view of the Group's financial
position as at 30 June 2017 and of its performance for the financial year ended on that date;
there are reasonable grounds to believe that the Group will be able to pay its debts as and when
they become due and payable; and
The directors have been given the declarations required by section 295A of the Corporations Act
2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the
Corporations Act 2001.
On behalf of the directors
__________________
Dr. Garry Garside
Non-Executive Chairman
22 August 2017
[59]
Annual Report for the year ended 30 June 2017
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.
[60]
Annual Report for the year ended 30 June 2017
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 10 October 2017 includes the following securities:
Equity Class
Fully paid ordinary shares
Unlisted Options ($0.30, 23 June 2020)
Performance Shares
Performance Rights
Employee Options
Number of holders
Total on issue
1,172
20
138
13
24
199,850,097
7,000,000
16,321,542
8,432,255
39,165,000
All issued fully paid ordinary shares carry one vote per share.
2.
Distribution of Ordinary Shares as at 10 October 2017
Range
1-1,000
1,001-5,000
5,001-10,000
10,001-100,000
100,001-and over
Total
Holders
107
35
184
600
246
1,172
Units
6,504
112,309
1,560,339
24,004,797
174,166,148
199,850,097
%
0.00
0.06
0.78
12.01
87.15
100.00
There were 103 holders of less than a marketable parcel of ordinary share, and 22 holders from overseas holding
1,789,173 shares.
[61]
Annual Report for the year ended 30 June 2017
Rent.com.au Limited
ASX Additional Information (continued)
3.
Top 20 Largest Holders of Ordinary Shares as at 10 October 2017
Name
RENT INVESTMENT PTY LTD
AUSTCORP NO 214 PTY LTD
BADER SMSF PTY LTD
TEFIG PTY LTD
ZERO NOMINEES PTY LTD
1 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
2 MARK WOSCHNAK
3
4
5 MR JASON ALAN CARROLL
6
7
8
9 NEPEAN GI NO 3 PTY LTD
10 MARTIN PENNY PTY LIMITED
11 KERIMI INVESTMENTS PTY LTD
12 MR MARK DANIEL NEEDHAM & MRS PIENGJAI NEEDHAM
13 MARKIT SYSTEMS PTY LTD
14 BT PORTFOLIO SERVICES LIMITED
15 CORNELA PTY LTD
16 GARRY DESMOND & FRANCES GARSIDE
17 TREASURE ISLAND HIRE BOAT COMPANY PT LTD
18 DR MARTIN JAMES GREHAN & DR PENELOPE JANE SPRING
19 RLS SUPER INVESTMENTS PTY LTD
20 DR GARRY DESMOND GARSIDE & MRS FRANCIS SAMBRAILO GARSIDE
Total Top 20
Others
Total Ordinary Shares on Issue
4.
Voting Rights
See note 14 of the financial statements.
Number
10,982,622
10,205,698
9,624,450
6,531,036
6,307,315
5,987,000
5,779,544
4,692,820
4,075,185
3,617,041
3,595,287
3,300,000
3,283,741
3,056,348
2,240,195
2,160,228
2,048,315
1,800,601
1,750,000
1,662,744
%
5.50
5.11
4.82
3.27
3.16
3.00
2.89
2.35
2.04
1.81
1.80
1.65
1.64
1.53
1.12
1.08
1.02
0.90
0.88
0.83
92,700,170
107,149,927
199,850,097
46.38
53.62
100.00
5.
Substantial shareholder notice lodged with the Company
Name
MARK WOSCHNAK
MR JOHN WOOD
Number
12,761,578
12,803,059
%
6.78
6.43
[62]
Annual Report for the year ended 30 June 2017
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:
GMP Securities Australia
Mr Greg Bader
Rent Investment Pty Ltd ATF
Rent Investment Unit Account
Markit Systems Pty Ltd
Total other holders
Total
Total holdings over 20%
Other holders
Unlisted Options
$0.30 23 June
Performance
Shares
Performance
Rights
Employee
Options
2020
2,000,000
-
-
-
5,000,000
7,000,000
1
19
-
-
5,874,900
-
10,446,642
16,321,542
1
68
-
6,567,482
-
-
1,864,773
8,432,255
1
12
-
-
-
28,000,000
3,050,000
31,050,000
1
23
7.
Restricted securities subject to escrow period
There are currently no securities that are subject to escrow period.
8.
On-market buy back
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 2017 in a way that is consistent with its
business objectives and strategy.
[63]