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AMBERTECH LIMITED — Annual Report 2007
Oct 18, 2007
64378_rns_2007-10-18_e3e54806-6c82-42d1-a6f1-5792c150e885.pdf
Annual Report
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Annual Report
Annual Report for the year ended 30 June 2007
Ambertech Limited ACN 079 080 158
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Mission
Statement
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Corporate Mission
Ambertech Limited is an acknowledged leader in the identification, supply and distribution of advanced technologies for the Professional and Consumer audio/visual markets within the Oceania region.
Our purpose is to add significant operational value by developing and strengthening customer relationships, expanding horizons of opportunity and delivering strong and continuous financial growth to stakeholders, through our proven ability to integrate, implement and commercialise existing and emerging technologies.
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Contents
| Chairman’s Review | 2 |
|---|---|
| Professional Business Segment | 3 |
| Lifestyle Entertainment Segment | 3 |
| Ambertech brands | 5 |
| Professional Business Segment | 6 |
| Lifestyle Entertainment Segment | 7 |
| Directors’ Report | 8 |
| Auditors’ Independence declaration | 17 |
| Corporate Governance Statement | 18 |
| Income statements | 20 |
| Balance sheets | 21 |
| Statements of changes in equity | 22 |
| Cash flow statements | 24 |
| Notes to and forming part of | |
| the financial statements | 25 |
| Notes to the financial statements | 30 |
| Notes to the cashflow statements | 42 |
| Directors’ declaration | 46 |
| Independent Auditor’s report | 47 |
| Corporate directory | 51 |
Annual Report for the year ended 30 June 2007
Ambertech Limited
1
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Chairman’s
Review
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2 Annual Report for the year ended 30 June 2007
Ambertech Limited
Chairman’s Review
The 2007 financial year saw significant improvement in Ambertech’s performance, albeit not back to the levels achieved in 2005. The Company is well placed to make further progress on investments made – the creation of a new division, acquisition of new agency lines and new information systems. Ambertech generated revenue of $59.9 million; an increase of 16% on the $51.5 million achieved in 2006. Profit after tax at $2.575 million represents a pleasing 73% increase on 2006.
Revenue and profits
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60 3.5
50
3.0
40
2.5
30
2.0
20
1.5
10
0 1.0
2005 2006 2007 2005 2006 2007
$M $M $M $M $M $M
Sales Revenue Net Profit After Tax
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| 2005 $M |
2006 $M |
2007 $M |
|
|---|---|---|---|
| Sales Revenue | 52.9 | 51.5 | 59.9 |
| Profit After Tax | 3.258 | 1.486 | 2.575 |
Professional Business Segment
The financial year was a significant success for the Professional Business Segment in both sales revenue and segment profits. In particular, the professional audio and broadcast markets remained buoyant throughout the financial year.
Amongst the strong performers was the Broadcast division, which had a number of Microwave (MRC) and satellite (Advent) systems supplied. High Definition-based sales for EVS servers and Infrastructure products continued strongly.
We are pleased that a number of major projects were completed during this reporting period, including the completion of a multi-million dollar contract with the New South Wales Police. This project forms part of Ambertech’s strategy to penetrate the lucrative Federal and State Government markets.
Our post production markets had a year of consolidation. Budget changes and funding issues for local television shows and films have, at best, provided encouraging levels of activity. Avid Australia had a year of consolidation, with the Pinnacle product ‘Liquid’ coming under the Avid Australia banner. There was also the completion of delayed projects and the installation of a number of new smaller systems. Prospects for the New Year remain buoyant, with a number of projects in the pipeline.
Ambertech’s New Zealand operations focused on restructuring their product mix to become less reliant on major project work.
The Professional division had an exceptional year with a number of major projects completed. This was complemented by a general increase in the run-rate business, as the industry retools to take advantage of the newer technologies. This will allow Ambertech to enter new markets and improve effectiveness in current ones.
Lifestyle Entertainment Segment
Whilst the overall performance of the Lifestyle Entertainment Segment was below our expectations, the financial year was a building block with strong results in some areas of the Lifestyle Entertainment Segment, along with further investment in business futures of other product groups.
Annual Report for the year ended 30 June 2007
Ambertech Limited
3
Ambertech experienced consistent results in the Custom Installation market, with the introduction of Vantage Controls in the second half. The continued introduction of products to the Ambertech product line met the industry’s current and future needs.
Display products continued to produce steady results in the traditional home theatre market, whilst achieving additional penetration into the commercial market. Ambertech’s market share of this area continues to grow, with good market acceptance of the products offered.
Delayed delivery of new consumer electronics products impacted on the result for the Segment for this reporting period. The necessity of refreshing older product lines also reduced margins in this area; however, the increase in operational capacity assisted the introduction of new products into the market, all of which were well received.
Ambertech’s investment in the accessories market continued during the reporting period. Although this masked other successes in the current reporting period, we were rewarded with encouraging gains in market share, with the investment expected to perform in the New Year.
Outlook
The timing and size of the capital equipment sales in the Professional Business Segment makes it feasible to make specific forecasts for 2008. We continue to be comfortable with management’s medium-term objectives of a 5-10% per annum sales growth, with a target EBIT to sales ratio of 8-10%, again noting period-to-period fluctuations due to the professional divisions’ sales.
The 2008 financial year has begun positively with continued strong performance in the Professional Business Segment, and an improvement in the Lifestyle Entertainment Segment.
We are constantly evaluating potential new agencies and/or acquisitions to assist us with these goals. For instance, in 2007 we introduced Vantage Controls to the Custom Installation Division, and Avid Liquid into the Avid Australia product line.
The Accessories Division continues to gain market share and our new product offerings in consumer electronics were wellreceived by the market. At the same time, Ambertech continues to experience excellent trading conditions in the broadcast and professional audio markets.
The upcoming year presents many opportunities for Ambertech in both the Lifestyle Entertainment and Professional Business segments of the business. We are strongly focused on improving our product-to-market strategies in order to support our world-class product offerings.
Dividends
Ambertech paid an interim dividend of two cents per share and a final dividend of three cents per share, both fully franked, in September 2007. The total dividends of five cents per share equates to a dividend payout ratio of 60% of after tax profits.
Share Buy Back
On September 2005, the company announced an on-market buy back of up to 1,543,150 ordinary shares on issue. The buy back is part of the company’s capital management and is designed to improve shareholder returns. During the year ended 30 June 2007, the company bought back 145,000 shares for a total consideration of $75,000, bringing the total buy back to 154,965 shares. The company will continue to monitor the merits of further buy backs.
Thank you to the Ambertech Team
The Board of Directors would like to thank all management and staff for their contributions to the performance and development of the company during the year.
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P F Wallace Chairman
P A Amos Managing Director
Annual Report for the year ended 30 June 2007
Ambertech Limited
4
Ambertech brands
Ambertech is a distributor of high technology equipment to the professional broadcast, film, recording and sound reinforcement industries, and of consumer audio and video products in Australia and New Zealand. Our core business is the ownership and management of mostly exclusive distribution rights with leading manufacturers. Strong relationships with these manufacturers are pivotal to our success and have provided the basis for solid growth.
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Annual Report for the year ended 30 June 2007
Ambertech Limited
5
Professional Business Segment
The impressive market breadth of the Professional Business Segment is underpinned by a strong emphasis on our staff’s technical capability.
Ambertech’s Professional Business Segment supplies products and services to television stations, radio stations, cinemas, post production facilities, military and educational establishments. Being entirely business-to-business in nature, these divisions are unaffected by the potential volatility of consumer sentiment or retail sales trends.
The impressive market breadth of the Professional Business Segment is underpinned by a strong emphasis on our staff’s technical capability. The in-house pre-sales and post-sales teams and are all factory-trained. The constantly changing needs of our clients and the diversification of the product range drives our continual expansion.
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6 Annual Report for the year ended 30 June 2007
Ambertech Limited
Lifestyle Entertainment Segment
Ambertech continues to expand on relationships with existing manufacturers as they develop new product lines.
Ambertech’s Lifestyle Entertainment Segment is a leader in the distribution and supply of custom installation components for home theatre. Ambertech leads the way in commercial installations to dealers and consumers throughout Australia, and the distribution of projection and display products with business and domestic applications.
The lifestyle segment leverages its marketing activities by regularly conducting local training seminars, which assists in the improvement of staff and clients’ product knowledge. This is complemented by the attendance of our staff at a number of overseas exhibitions and factory training seminars.
The segment continues to operate in new areas. Ambertech continues to expand on relationships with existing manufacturers as they develop new product lines. We also seek out new partners who meet the future needs of our clients.
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Annual Report for the year ended 30 June 2007
Ambertech Limited
7
Directors’ Report
The directors present their report together with the financial report of Ambertech Limited (“the Company”) and of the consolidated entity, being the Company and its controlled enitites, for the year ended 30 June 2007 and the auditor’s report thereon.
Directors
The qualifications, experience and special responsibilities of each person who has been a director of the Company at any time during or since the end of the financial year are listed below, together with the details of the company secretary as at the end of the financial year. All directors were in office since the start of the year unless otherwise stated.
Information on directors
Peter Francis Wallace Chairman - Non Executive Director Aged 47
Member of the Audit Committee and Chairman of the Remuneration Committee.
Peter Wallace is the founder and Managing Director of Endeavour Capital Pty Limited, an independent corporate advisory firm. Prior to establishing Endeavour Capital Pty Limited in 1998, he was an Investment Director with private equity company Hambro-Grantham. Mr Wallace has 17 years experience in private equity and has been a non-executive director of over 20 groups of companies. He is currently a non-executive director of ASX listed, Ideas International Limited.
Mr Wallace has a Bachelor of Commerce degree from the University of New South Wales and a Master of Business Administration degree from Macquarie University. He is a member of the Institute of Chartered Accountants, and a fellow of the Australian Institute of Company Directors.
Mr Wallace has been a director of Ambertech’s Group companies since February 2000 and Chairman of Ambertech Limited since October 2002.
Peter Andrew Amos Managing Director Aged 50
Peter Amos graduated from Sydney Technical College (now University of Technology, Sydney) with a Radio Trade Certificate and from North Sydney Technical College with an Electronics Engineering Certificate. He joined Rank Electronics, the Company from which Ambertech was formed via a management buyout, as a technician in the mid 1970s, rising from Senior Technician to Service Manager. Upon the formation of Ambertech Limited, Mr Amos became Technical Director of the Ambertech Group. He also served in a senior role as Marketing Director of Quantum Pacific Pty Ltd, another company owned by the Ambertech Limited, until it was sold in the mid 1990s.
Mr Amos has served as Managing Director of Ambertech Limited since 1995 and presided over the growth of the Company since that date. Mr Amos has been a director of Ambertech’s Group companies since 1987.
Thomas Robert Amos Non-Executive Director Aged 56
Tom Amos founded telecommunications consultancy Amos Aked Pty Limited in the early 1980s. His career in telecommunications and media spans over 30 years, during which time he has been involved in all facets of the industry. An engineer by profession, Mr Amos holds a B.E. (Electrical Engineering) degree from Sydney University.
Mr Amos has also been prominent in the telecommunication deregulation debate over a period of 15 years as a (former) director and Vice Chairman of Australian Telecommunications Users Group Limited (“ATUG”) and as an industry commentator. He is a director of Wave Link Systems Pty Limited and Amos Aked Swift (NZ) Limited.
Mr Amos has been a director of Ambertech’s Group companies since June 1997.
Ambertech Limited Annual Report for the year ended 30 June 2007
8
Edwin Francis Goodwin Non-Executive Director Aged 59
Chairman of the Audit Committee
Ed Goodwin has worked in the telecommunications industry for more than 20 years in various senior management positions. He has a BSc in economics from London University and an MBA from Sydney University. Between 1994 and 1999, he was General Manager of Amos Aked Swift Pty Limited. From 1990 to 1994, he was Managing Director of the Millicom Group in Australia, and before that was Chief Executive of Equatorial Satellite Systems Australia Pty Limited. From 2000 to 2003 Mr Goodwin was Finance Director of FlowCom Limited.
Mr Goodwin has been a director of Ambertech’s Group companies since June 1997.
David Rostil Swift Non-Executive Director Aged 60
Member of the Remuneration Committee.
David Swift, who holds a B.E. (Electrical Engineering) degree from the University of NSW, has extensive experience in both the telecommunications and professional electronics industries. Mr Swift, a co-founder of Amos Aked Swift Pty Ltd and the founder of AAS Consulting Pty Ltd, is currently the Managing Director, NSW of Gibson Quai - AAS Pty Ltd, an independent telecommunications management and technology consulting practice operating in the Australasian Pacific region.
Mr Swift is also a Director and the Chairman of the Australian Telecommunications Users Group Limited (ATUG) and a Director of Amos Aked Swift (NZ) Limited. In addition to his consulting experience he has had significant management experience through senior positions with both Westpac Banking Corporation and Telecom Australia. Mr Swift has been a director of Ambertech’s Group companies since June 1997.
Company Secretary
The following person held the position of Company Secretary at the end of the financial year: Robert John Glasson
Robert Glasson joined Ambertech Limited in July 2002 and also holds the position of Chief Financial Officer. He has a Bachelor of Business degree from the University of Technology, Sydney, and is a member of the Institute of Chartered Accountants in Australia. He was appointed to the role of Company Secretary on 1 November 2004.
Corporate Information
Nature of operations and principal activities
The principal activities of the consolidated entity during the financial year were the import and distribution of high technology equipment to the professional broadcast, film, recording and sound reinforcement industries; the import and distribution of home theatre products to dealers; distribution and supply of custom installation components for home theatre and commercial installations to dealers and consumers, and the distribution of projection and display products with business and domestic applications.
There have been no significant changes in the nature of these activities since the end of the financial year.
Employees
The consolidated entity employed 96 full time employees as at 30 June 2007 (2006: 93 employees).
Ambertech Limited Annual Report for the year ended 30 June 2007
9
Review and results of operations
The consolidated profit of the economic entity after providing for income tax for the financial year was up by 73.3% to $2,575,000 (2006: $1,486,000). Total revenues for the financial year increased by 16.3% to $59,923,000 (2006: $51,529,000). Further information on the operations is included in the Chairman’s and Managing Director’s Report section of the Annual Report.
Significant changes in the state of affairs
There were no significant changes in the state of affairs of the consolidated entity during the financial year.
Significant events after balance date
Apart from the above, there are no matters or circumstances that have arisen since the end of the financial year that have significantly affected, or may significantly affect, the operations or the state of affairs of the economic entity in future years.
Likely developments and expected results
For the year ending 30 June 2008 our forecasts show a growth in revenue and profits. The capital nature of our professional segment and the uncertainty of timing of these major projects creates difficulty in accurately forecasting the results for any accounting period. However, the Board and management of Ambertech believe the company is well positioned to achieve medium term growth targets of 5%-10% per annum, with a target EBIT ratio of 8%-10%, noting that there may be period-to-period fluctuation in results due to the level of sales in the professional division.
Environmental regulation
The company is subject to regulation by the relevant Commonwealth and State legislation. The nature of the company’s business does not give rise to any significant environmental issues.
Remuneration Report
Principles used to determine the nature and amount of remuneration (audited)
Remuneration of non-executive directors comprises fees determined having regard to industry practice and the need to obtain appropriately qualified independent persons. Fees do not contain any non-monetary elements.
Remuneration of executive directors and other senior executives is determined by a remuneration committee (refer to Corporate Governance Statement). In this respect, consideration is given to normal commercial rates of remuneration for similar levels of responsibility. Remuneration comprises salaries, commissions, bonuses, contributions to superannuation funds and options.
Approximately 5% of the aggregate remuneration of the senior sales executives comprises an incentive element which is related to the Key Performance Indicators (KPIs) of those parts of the company’s operations which are relevant to the executive’s responsibilities. The senior sales executives may also receive a sales commission component, which will vary with the sales performance of those parts of the sales business for which they are responsible.
The Managing Director and Chief Financial Officer receive an incentive element of their salary based on the achievement of the company’s profit targets. These are capped at a fixed rate rather than as a percentage of total remuneration. Net profit was chosen as a determinant for the payment of bonuses as it has a direct correlation to shareholder value and successful operational business performance.
KPIs are set annually by the remuneration committee and based on company performance targets, and vary according to the roles and responsibilities of the executive. At the same time, these KPIs are aligned to reflect the common corporate goals such as growth in earnings and shareholders’ wealth, and achievement of working capital targets. Performance against the KPIs is assessed annually by the remuneration committee and recommendations for payments determined following the end of the financial year.
Ambertech Limited Annual Report for the year ended 30 June 2007
10
Remuneration Report (continued)
The table below sets out the Company’s key shareholder indicators since it listed on the ASX:
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2007 2006 2005
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| Dividends paid (cents per share) | 5.0 | 3.0 | 7.0 |
|---|---|---|---|
| Closing share price at 30 June ($) | $0.69 | $0.47 | $0.72 |
| Share buy back ($'000) | 75 |
5 |
- |
| Net profit after tax ($'000) | 2,575 | 1,486 |
3,258 |
Details of remuneration (audited)
Details of the remuneration of the directors and the key management personnel (as defined in AASB 124 Related Party Disclosures) of the Company are set out in the following tables.
The key management personnel of the consolidated entity includes the following:
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Name Position Name Position
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| P Wallace | Non-Executive Chairman | B Lee | General Manager, Lifestyle |
|---|---|---|---|
| Entertainment | |||
| P Amos | Managing Director | N Streatfield | General Manager, Avid |
| T Amos | Non-Executive Director | R McCleery | Director, Amber New Zealand |
| E Goodwin | Non-Executive Director | R Caston | Divisional Manager, Broadcast |
| D Swift | Non-Executive Director | J Fitzpatrick | Divisional Manager, Professional |
| R Glasson | CFO, Company Secretary | D Small | Divisional Manager, Audioworks |
Key management personnel are those directly accountable to the CEO and the Board and responsible for the operational management and strategic direction of the Company.
The nature and amount of each major element of the remuneration of each director of the Company and each of the key management personnel of the company and the consolidated entity for the financial year are set out in the following tables.
Ambertech Limited Annual Report for the year ended 30 June 2007
11
Remuneration Report (continued)
Elements of Remuneration
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2007 Short-term employment Post Share based
benefits employment payments
benefits
Directors Cash salary Cash Bonus Superannuation Options Total % Performance % Relating
Related to Options
$ $ $ $ $
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| P Amos | 310,945 | 21,280 | 39,985 | 19,832 | 392,042 |
5.4% | 5.1% |
|---|---|---|---|---|---|---|---|
| P Wallace | 50,000 | - | 3,750 | 9,799 | 63,549 |
0.0% | 15.4% |
| T Amos | 30,000 | - | 2,250 | - | 32,250 |
0.0% | 0.0% |
| E Goodwin | 30,000 | - | 2,250 | - | 32,250 |
0.0% | 0.0% |
| D Swift | 30,000 | - | 2,250 | - | 32,250 |
0.0% | 0.0% |
| 450,945 | 21,280 | 50,485 | 29,631 | 552,341 |
3.9% | 5.4% | |
| Executives | |||||||
| N Streatfield | 177,203 | - | 27,948 | 3,636 | 208,787 |
0.0% | 1.7% |
| J Fitzpatrick | 135,993 | 37,345 | 15,600 | 3,636 | 192,574 |
19.4% | 1.9% |
| R Glasson | 152,991 | 4,088 | 13,769 | 3,636 | 174,484 |
2.3% | 2.1% |
| B Lee | 154,398 | - | 13,896 | 3,636 | 171,930 |
0.0% | 2.1% |
| R Caston | 123,149 | 16,955 | 26,609 | 3,636 | 170,349 |
10.0% | 2.1% |
| D Small | 135,993 | 12,045 | 13,323 | 3,636 | 164,997 |
7.3% | 2.2% |
| R McCleery | 126,662 | - | - | 3,636 | 130,298 |
0.0% | 2.8% |
| 1,006,389 | 70,433 | 111,145 | 25,452 | 1,213,419 | 5.8% | 2.1% |
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2006 Short-term employment Post Share based
benefits employment payments
benefits
Directors Cash salary Cash Bonus Superannuation Options Total % Performance % Relating
Related to Options
$ $ $ $ $
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| P Amos | 296,018 | 37,500 | 27,554 | 15,602 | 376,674 |
10.0% | 4.1% |
|---|---|---|---|---|---|---|---|
| P Wallace | 50,000 | - | - | 9,799 | 59,799 |
0.0% | 16.4% |
| T Amos | 30,000 | - | - | - | 30,000 |
0.0% | 0.0% |
| E Goodwin | 30,000 | - | - | - | 30,000 |
0.0% | 0.0% |
| D Swift | 30,000 | - | - | - | 30,000 |
0.0% | 0.0% |
| N Cairns | 12,500 | - | - | - | 12,500 |
0.0% | 0.0% |
| (resigned | |||||||
| 20/10/05) | |||||||
| 448,518 | 37,500 | 27,554 | 25,401 | 538,973 |
7.0% | 4.7% | |
| Executives | |||||||
| N Streatfield | 183,692 | 38,750 | 16,465 | 2,835 | 241,742 | 16.0% | 1.2% |
| B Lee | 151,160 | 42,405 | 9,422 | 2,835 | 205,822 |
20.6% | 1.4% |
| D Small | 125,500 | 44,555 | 14,630 | 2,835 | 187,520 |
23.8% | 1.5% |
| R Glasson | 148,092 | 7,500 | 13,328 | 2,835 | 171,755 |
4.4% | 1.7% |
| R Caston | 129,750 | 17,500 | 12,577 | 2,835 | 162,662 |
10.8% | 1.7% |
| R McCleery | 128,584 | 18,265 | - | 2,835 | 149,684 |
12.2% | 1.9% |
| J Fitzpatrick | 114,539 | 15,240 | 12,026 | 2,835 | 144,640 |
10.5% | 2.0% |
| 981,317 | 184,215 | 78,448 | 19,845 | 1,263,825 | 14.6% | 1.6% |
Ambertech Limited Annual Report for the year ended 30 June 2007
12
Remuneration Report (continued)
Service agreements (audited)
An executive agreement exists between Peter Amos, the Managing Director, and Amber Technology Limited. This agreement provides that Mr Amos, for a period of 12 months from the date of termination, will not engage in activities in competition with the Amber Group. There is a notice period by either party of 12 months.
The agreement commenced on 31 May 1999 and continues indefinitely. In the event that the company was to exercise its right to terminate the contract, the current payout value would be $372,210.
Share based compensation (audited)
Ambertech has adopted an Employee Share Option Plan (ESOP). The Board of Directors may determine the executives and eligible employees who are entitled to participate in the ESOP.
The options issued under the ESOP will expire 5 years after the issue date, or earlier on any of the following events:
-
a. the eligible employee is dismissed with cause or has breached a restriction contained in his/her employment contract;
-
b. the eligible employee dies while in the employ of the Company;
-
c. the eligible employee is made redundant by the Company;
-
d. the eligible employee’s employment with the Company is voluntarily terminated by the eligible employee;
-
e. the eligible employee’s employment terminates by reason of normal retirement.
The total number of shares reserved for issuance under the ESOP, together with shares reserved for issuance under any other Option Plan, shall not exceed 5% of the diluted ordinary share capital in the Company (comprising all Shares, all Options issued under the ESOP and under any other Option Plan, and all other convertible issued securities).
The ESOP provides the Board with the ability to determine the exercise price of the options, the periods within which the options may be exercised, and the conditions to be satisfied before the option can be exercised.
The ESOP provides for adjustments in accordance with ASX Listing Rules if there is a capital reconstruction, a rights issue or a bonus issue.
The number of options on issue at the date of this report is outlined in the following tables. There were no options issued during or since the end of the financial year.
Directors
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Date Exercise Period Exercise
Granted Start Finish Price P Wallace P Amos
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| Date Exercise Period Exercise Granted Start Finish Price |
P Wallace P Amos |
|---|---|
| 7/12/04 7/12/04 7/12/09 $1.20 7/12/04 30/09/05 30/09/10 $1.20 7/12/04 30/09/06 30/09/11 $1.35 7/12/04 30/09/07 30/09/12 $1.35 Unissued shares under option plan |
100,000 100,000 - 100,000 - 100,000 - 100,000 |
| 100,000 400,000 |
Ambertech Limited Annual Report for the year ended 30 June 2007
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Executives
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Date Exercise Period Exercise
Granted Start Finish Price R B Lee N J D R R
Glasson Streatfield Fitzpatrick Small Caston McCleery
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| 7/12/04 | 7/12/04 | 7/12/09 | $1.20 | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 |
|---|---|---|---|---|---|---|---|---|---|---|
| 7/12/04 | 31/12/04 | 31/12/09 | $1.20 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 |
| 7/12/04 | 31/03/05 | 31/03/10 | $1.20 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 |
| 7/12/04 | 30/06/05 | 30/06/10 | $1.20 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 |
| 7/12/04 | 30/09/05 | 30/09/10 | $1.20 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 |
| 7/12/04 | 31/12/05 | 31/12/10 | $1.20 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 |
| 7/12/04 | 31/03/06 | 31/03/11 | $1.20 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 |
| 7/12/04 | 30/06/06 | 30/06/11 | $1.20 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 |
| 7/12/04 | 30/09/06 | 30/09/11 | $1.20 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 |
| Unissued | shares under | option plan | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 |
There have been no shares issued during or since the end of the financial year as a result of exercise of options. No options have lapsed during or since the end of the financial year.
In relation to bonus issues, each outstanding option confers on the option holder the right to receive, on exercise of those outstanding options, not only one share for each of the outstanding options exercised but also the additional shares the option holder would have received had the option holder participated in that bonus issue as a holder of ordinary shares.
The assessed fair value at offer date is determined using a 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 offer 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.
Interests of Directors
At the date of this report the following interests were held by directors:
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----- Start of picture text -----
Director Ordinary Shares Options over
Ordinary Shares
----- End of picture text -----
| P Wallace | 100,000 |
100,000 |
|---|---|---|
| P Amos | 4,275,343 |
400,000 |
| T Amos | 5,484,625 |
- |
| E Goodwin | 2,883,556 |
- |
| D Swift | 2,933,556 |
- |
Ambertech Limited Annual Report for the year ended 30 June 2007
14
Dividends
Dividends paid or declared by the Company to members since the end of the previous financial year were:
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----- Start of picture text -----
Dividend Type Record Date Payment Date Cents per share Franking % Tax rate
----- End of picture text -----
| Relating to the previous year, paid during the year ended 30 June 2007: | |||
|---|---|---|---|
| Final dividend 15/09/2006 29/09/2006 |
1.0 | 100% | 30% |
| Declared and paid during the year ended 30 June 2007: | |||
| Interim dividend 15/03/2007 30/03/2007 |
2.0 | 100% | 30% |
| Declared after year end in respect of the year ended 30 June 2007: | |||
| Final dividend 14/09/2007 28/09/2007 |
3.0 | 100% | 30% |
Directors’ Meetings
The number of directors’ meetings (including meetings of committees of directors) and the number of meetings attended by each of the directors of the Company during the financial year are:
| Director | Board Attended |
Meetings Held |
Audit Committee Meetings Attended Held |
Audit Committee Meetings Attended Held |
Nomination and Remuneration Committee Attended Held |
Nomination and Remuneration Committee Attended Held |
|---|---|---|---|---|---|---|
| P Wallace | 10 | 10 | 5 | 5 | 2 | 2 |
| P Amos | 10 | 10 | - | - | - | - |
| T Amos | 10 | 10 | - | - | - | - |
| E Goodwin | 9 | 10 | 5 | 5 | - | - |
| D Swift | 9 | 10 | - | - | 2 | 2 |
Non-audit services
It is the Economic Entity’s policy to employ PKF for assignments additional to their annual audit duties, when PKF’s expertise and experience with the Economic Entity are important. During the year these assignments comprised primarily tax compliance assignments. The Board of Directors is satisfied that the auditors’ independence is not compromised as a result of providing these services because:
-
All non-audit services have been reviewed by the audit committee to ensure they do not impact the impartiality and objectivity of the auditor, and
-
None of the services undermines the general principles relating to the auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, including reviewing or auditing the auditors’ own work, acting in a management or decision making capacity for the company, acting as an advocate for the company or jointly sharing economic risks and rewards.During the year the following fees were paid or payable for services provided by the auditor of the parent entity and its related practices:
| Economic Entity 2007 2006 $'000 $'000 |
Economic Entity 2007 2006 $'000 $'000 |
Parent Entity 2007 2006 $'000 $'000 |
Parent Entity 2007 2006 $'000 $'000 |
|
|---|---|---|---|---|
| Audit services | ||||
| PKF New South Wales firm | ||||
| Audit and review of financial reports, and other work under the Corporations Act 2001. | 148 | 113 |
- |
- |
| Related practices of PKF New South Wales firm | ||||
| Audit or review of financial reports of subsidiary | 10 | 10 |
- |
- |
| Total remuneration for audit services | 158 | 123 |
- |
- |
Ambertech Limited Annual Report for the year ended 30 June 2007
15
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----- Start of picture text -----
Economic Entity Parent Entity
2007 2006 2007 2006
$'000 $'000 $'000 $'000
----- End of picture text -----
| Non-audit services | ||||
|---|---|---|---|---|
| PKF New South Wales firm | ||||
| Tax compliance services, including review of company income tax returns | 20 | 63 | - | - |
| Tax consulting and tax advice on share buy back and capital reduction | 18 | 19 | - | - |
| Indirect taxation consulting and tax advice on customs | - | 16 | - | - |
| Related practices of PKF New South Wales firm | ||||
| Tax compliance services, including review of company income tax returns | 6 | 8 | - | - |
| Total remuneration for non-audit services | 44 | 106 | - | - |
The directors are satisfied that the provision of non-audit services during the year by the auditors is compatible with the general standard of independence for auditors imposed by the Corporations Act.
Auditors’ Independence declaration
A copy of the auditors’ independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 17.
Indemnification of officers
The company has obtained insurance in respect of all directors and senior executives against all liabilities to other persons that may arise from their positions as directors and executives, except where the liability arises out of conduct involving a lack of good faith. A premium of $21,840 (2006 $21,840) has been paid for this insurance.
Rounding
The company is an entity to which Class Order 98/100 applies and, in accordance with this class order, amounts in this report and the financial report have been rounded off to the nearest thousand dollars unless otherwise indicated.
Signed in accordance with a resolution of directors.
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Director: P F Wallace
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P A Amos
Dated this 31st day of August 2007. Sydney
Ambertech Limited Annual Report for the year ended 30 June 2007
16
Auditors’ Independence declaration
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Ambertech Limited Annual Report for the year ended 30 June 2007 17
Corporate Governance Statement
Corporate Governance Statement
The Board has had regard to the ASX 10 Corporate Governance Principles as the benchmark in checking its corporate governance responsibilities. A description of the company’s main corporate governance practices is set out below. Unless otherwise stated, all these practices were in place for the entire year.
The Board
The Board comprises four non-executive directors, including the Chairman, and one executive director. As a team, the Board brings a range of qualifications, with experience in high technology equipment, finance, accounting, public company affairs and corporate governance. The Board believes that the first priority in the selection of directors is their ability to add value to the Board and enhance Ambertech’s performance.
The Board has referred to the ASX Guidance when considering the independence of non executive directors. The Board has adopted a policy which is primarily consistent with the ASX Guidance, except for the following:
- Independence is extended to those non-executive directors whose interests are less than 10% of issued capital, where that director is not the major shareholder, and where no ongoing services are being provided to the Company by the director or related entities.
This view of independence is considered more appropriate for Ambertech Limited. As such, the Board comprises three independent and two non-independent directors.
Board Committees
The Board has established two committees of directors, the Audit and Risk Management Committee and the Nomination and Remuneration Committee, responsible for considering specific issues and making recommendations to the Board. Each committee has a formal charter.
Audit and Risk Management Committee
The Audit and Risk Management Committee is responsible for ensuring that:
-
reporting on the financial and other performance indicators for the Company meets all applicable legislative and accounting standards;
-
the Company’s control and accountability systems are robust;
-
the Company identifies and monitors major risks as well as reviewing and ratifying systems of risk management, and internal compliance and control; and
-
governance policies of the Company comply with all relevant legislation.
Members of the Committee are Ed Goodwin (Chairperson) and Peter Wallace, each of whom is a non-executive director with appropriate financial and business expertise to act effectively as a member of the Audit and Risk Management Committee.
The Audit and Risk Management Committee meets at least four times a year and reports regularly to the Board. The Audit and Risk Management Committee has direct access to any employee, the auditors or any other independent experts and advisers, as it considers appropriate in order to ensure that its responsibilities can be carried out effectively.
Ambertech Limited Annual Report for the year ended 30 June 2007
18
Nomination and Remuneration Committee
The role of the Nomination and Remuneration Committee is to provide recommendations to the Board on various matters including:
-
appropriate remuneration policies and monitoring their implementation including with respect to executives, senior managers and non-executive directors;
-
incentive schemes designed to enhance corporate and individual performance; and
-
retention strategies for executives and senior management.
Members of the Nomination and Remuneration Committee are Peter Wallace (chairperson), and David Swift, each of whom is a non executive director.
The Nomination and Remuneration Committee meets at least once a year and at such other times as the chairman of that committee considers necessary.
Corporate Reporting
The Managing Director and Chief Financial Officer have made the following certifications to the Board:
-
That the Company’s financial reports are complete and present a true and fair view, in all material respects, of the financial condition and operational results of the company and Group and are in accordance with relevant accounting standards.
-
That the above statements are founded on a sound system of risk management and internal compliance and control and which implements the policies adopted by the Board and that the company’s risk management and internal compliance and control is operating efficiently and effectively in all material aspects.
Securities Trading
The Company’s Directors and Officers are prohibited from dealing in any of the Company’s shares, except while not in possession of unpublished price sensitive information. Directors and Officers are prohibited from dealing in the Company’s shares during specified periods prior to the release of the Company’s results, or before the AGM. Directors and Officers must notify either the Chair or the Company Secretary prior to dealing in the Company’s shares.
External Audit
The Board has delegated to the Audit and Risk Management Committee responsibility for making recommendations on the appointment, evaluation and dismissal of external auditors, and ensuring that the auditors report to the Committee and the Board.
It is policy for the external auditors to provide an annual declaration of independence to the Audit and Risk Management Committee. The external auditor will attend the Annual General Meeting and be available to shareholders for questions regarding the conduct of the audit and preparation of the content of the Audit Report.
Ambertech Limited Annual Report for the year ended 30 June 2007
19
Income statements for the year ended 30 June 2007
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----- Start of picture text -----
Economic Entity Parent Entity
2007 2006 2007 2006
Note $'000 $'000 $'000 $'000
----- End of picture text -----
| Revenues 3 Cost of sales 4 Gross profit Other income 3 Employee benefits expense 4 Distribution costs Marketing costs Premises costs Depreciation and amortisation expenses 4 Finance costs Other expenses Profit before income tax 4 Income tax expense 5 Profit attributable to the members of the parent entity Earnings per share Basic earnings per share 25 Diluted earnings per share 25 |
59,923 51,529 4,000 1,000 (41,041) (34,142) - - |
|---|---|
| 18,882 17,387 4,000 1,000 498 2 - - (9,466) (7,943) (225) (153) (714) (1,870) - - (1,480) (1,462) - - (1,161) (972) - - (334) (338) - - (513) (452) - (9) (2,350) (2,197) 157 (145) |
|
| 3,362 2,155 3,932 693 (787) (669) 264 92 |
|
| 2,575 1,486 4,196 785 |
|
| 8.4 4.8 8.4 4.8 |
The income statements are to be read in conjunction with the attached notes.
Ambertech Limited Annual Report for the year ended 30 June 2007
20
Balance sheets as at 30 June 2007
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----- Start of picture text -----
Economic Entity Parent Entity
2007 2006 2007 2006
Note $'000 $'000 $'000 $'000
----- End of picture text -----
| Assets | |||||
|---|---|---|---|---|---|
| Current assets | |||||
| Cash and cash equivalents | 23 | 2,058 | 1,586 | 13 | 44 |
| Trade and other receivables | 6 | 8,135 | 9,810 | 9,651 | 6,362 |
| Tax receivable | 1,071 | 812 | 1,043 | 787 | |
| Inventories | 7 | 14,073 | 14,259 | - | - |
| Total current assets | 25,337 | 26,467 | 10,707 | 7,193 | |
| Non-current assets | |||||
| Other financial assets | 8 | - | - | 4,557 | 4,557 |
| Plant and equipment | 10 | 730 | 954 | - | - |
| Intangible assets | 11 | 2,970 | 2,970 | - | - |
| Deferred tax assets | 5 | 473 | 498 | 416 | 449 |
| Total non-current assets | 4,173 | 4,422 | 4,973 | 5,006 | |
| Total assets | 29,510 | 30,889 | 15,680 | 12,199 | |
| Liabilities | |||||
| Current liabilities | |||||
| Trade and other payables | 12 | 6,396 | 7,585 | 781 | 574 |
| Other financial liabilities | 13 | 3,002 | 5,102 | - | - |
| Provisions | 14 | 821 | 747 | - | - |
| Total current liabilities | 10,219 | 13,434 | 781 | 574 | |
| Non-current liabilities | |||||
| Other financial liabilities | 13 | 4 | 35 | - | - |
| Provisions | 14 | 666 | 552 | - | - |
| Total non-current liabilities | 670 | 587 | - | - |
|
| Total liabilities | 10,889 | 14,021 | 781 | 574 | |
| Net assets | 18,621 | 16,868 | 14,899 | 11,625 | |
| Equity | |||||
| Share Capital | 11,190 | 11,265 | 11,190 | 11,265 | |
| Reserves | 198 | 24 | 139 | 65 |
|
| Retained earnings | 7,233 | 5,579 | 3,570 | 295 | |
| Total equity | 18,621 | 16,868 | 14,899 | 11,625 |
The balance sheets are to be read in conjuntion with the attached notes.
Ambertech Limited Annual Report for the year ended 30 June 2007
21
Statements of changes in equity for the year ended 30 June 2007
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----- Start of picture text -----
Share Option Foreign Retained Total
Capital Reserve Currency Earnings Equity
Translation
Reserve
$'000 $'000 $'000 $'000 $'000
----- End of picture text -----
| Economic Entity | |||||
|---|---|---|---|---|---|
| Balance as at 1 July 2005 | 11,270 | 20 | 103 | 5,945 | 17,338 |
| Net exchange differences | - | - | (144) | - | (144) |
| Net income/(expense) recognised directly in equity | - | - | (144) | - | (144) |
| Profit for the year | - | - | - | 1,486 | 1,486 |
| Total recognised income and expense for the period | - | - | (144) | 1,486 | 1,342 |
| Transactions with equity holders: | |||||
| Shares bought back during the period | (5) | - | - | - | (5) |
| Costs of share based payments | - | 45 | - | - | 45 |
| Dividends | - | - | - | (1,852) | (1,852) |
| (5) | 45 | - | (1,852) | (1,812) | |
| Balance as at 30 June 2006 | 11,265 | 65 | (41) | 5,579 | 16,868 |
| Net exchange differences | - | - | 100 | - | 100 |
| Net income/(expense) recognised directly in equity | - | - | 100 | - | 100 |
| Profit for the year | - | - | - | 2,575 | 2,575 |
| Total recognised income and expense for the period | - | - | 100 | 2,575 | 2,675 |
| Transactions with equity holders: | |||||
| Shares bought back during the period | (75) | - | - | - | (75) |
| Costs of share based payments | - | 74 | - | - | 74 |
| Dividends | - | - | - | (921) | (921) |
| (75) | 74 | - | (921) | (922) | |
| Balance as at 30 June 2007 | 11,190 | 139 | 59 | 7,233 | 18,621 |
Ambertech Limited Annual Report for the year ended 30 June 2007
22
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----- Start of picture text -----
Share Option Foreign Retained Total
Capital Reserve Currency Earnings Equity
Translation
Reserve
$'000 $'000 $'000 $'000 $'000
----- End of picture text -----
| Parent Entity | |||||
|---|---|---|---|---|---|
| Balance as at 1 July 2005 | 11,270 | 20 | - | 1,362 | 12,652 |
| Net income/(expense) recognised directly in equity | - | - | - | - | - |
| Profit for the year | - | - | - | 785 | 785 |
| Total recognised income and expense for the period | - | - | - | 785 | 785 |
| Transactions with equity holders: | |||||
| Shares bought back during the period | (5) | - | - | - | (5) |
| Costs of share based payments | - | 45 | - | - | 45 |
| Dividends | - | - | - | (1,852) | (1,852) |
| (5) | 45 | - | (1,852) | (1,812) | |
| Balance as at 30 June 2006 | 11,265 | 65 | - | 295 | 11,625 |
| Net income/(expense) recognised directly in equity | - | - | - | - | - |
| Profit for the year | - | - | - | 4,196 | 4,196 |
| Total recognised income and expense for the period | - | - | - | 4,196 | 4,196 |
| Transactions with equity holders: | |||||
| Shares bought back during the period | (75) | - | - | - | (75) |
| Costs of share based payments | - | 74 | - | - | 74 |
| Dividends | - | - | - | (921) | (921) |
| (75) | 74 | - | (921) | (922) | |
| Balance as at 30 June 2007 | 11,190 | 139 | - | 3,570 | 14,899 |
The statements of changes in equity are to be read in conjunction with the attached notes.
Ambertech Limited Annual Report for the year ended 30 June 2007
23
Cash flow statements for the year ended 30 June 2007
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----- Start of picture text -----
Economic Entity Parent Entity
2007 2006 2007 2006
Note $'000 $'000 $'000 $'000
----- End of picture text -----
| Cash flows from operating activites | |||||
|---|---|---|---|---|---|
| Receipts from customers | 67,249 | 54,208 | - | - | |
| Payments to suppliers and employees | (57,472) | (48,914) | (238) | (252) | |
| Interest received | 81 | 64 | - | - | |
| Interest and other costs of finance paid | (509) | (426) | - | - | |
| Income taxes paid | (1,455) | (1,710) | - | (96) | |
| Goods and services tax remitted | (4,636) | (3,794) | - | - | |
| Net cash provided by/(used in) operating activities | 23 | 3,258 | (572) | (238) | (348) |
| Cash flows from investing activites | |||||
| Payments for plant and equipment | (113) | (307) | - | - | |
| Repayment of loans by related parties | - | - | 1,203 | 2,232 | |
| Net cash provided by/(used in) investing activities | (113) | (307) | 1,203 | 2,232 | |
| Cash flows from financing activites | |||||
| Dividends paid to shareholders | (921) | (1,852) | (921) | (1,852) | |
| Proceeds from borrowings | - | 1,500 | - | - | |
| Payments for shares bought back | (75) | (5) | (75) | (5) | |
| Repayment of borrowings | (1,696) | (59) | - | - | |
| Net cash provided by/(used in) financing activities | (2,692) | (416) | (996) | (1,857) | |
| Net increase/(decrease) in cash and cash equivalents held | 453 | (1,295) | (31) | 27 | |
| Cash and cash equivalents at beginning of year | 1,586 | 2,930 | 44 | 17 | |
| Effect of exchange rate changes on the balance of cash and cash | |||||
| equivalents held in foreign currencies at the beginning of the financial | |||||
| year. | 19 | (49) | - | - | |
| Cash and cash equivalents at end of year | 23 | 2,058 | 1,586 | 13 | 44 |
The cash flow statements are to be read in conjunction with the attached notes.
Ambertech Limited Annual Report for the year ended 30 June 2007
24
Notes to and forming part of the financial statements
Note 1: Introduction
This financial report covers both Ambertech Limited as an individual entity and the economic entity consisting of Ambertech Limited and its subsidiaries. Ambertech Limited is a company limited by shares, incorporated and domiciled in Australia.
Operations and principal activities
Ambertech is a distributor of high technology equipment to the professional broadcast, film, recording and sound reinforcement industries and of consumer audio and video products in Australia and New Zealand
Scope of financial statements
The consolidated financial statements have been prepared by Ambertech Limited in accordance with paragraph 9.1 of AASB 127 “Consolidated and Separate Financial Statements”.
Currency
The financial report is presented in Australian dollars and rounded to the nearest one thousand dollars.
Registered office
Unit B, 5 Skyline Place, Frenchs Forest NSW 2086
Authorisation of financial report
The financial report was authorised for issue on 31 August 2007 by the Directors. The company has the power to amend the financial report.
Ambertech Limited Annual Report for the year ended 30 June 2007
25
Note 2: Summary of significant accounting policies
(a) Overall Policy
The principal accounting policies adopted by Ambertech Limited comprising the parent entity and its subsidiaries are stated in order to assist in a general understanding of the financial report. The financial report is a general purpose financial report prepared in accordance with Australian Accounting Standards and the Corporations Act 2001.
Statement of Compliance
The financial report complies with Australian Accounting Standards which include Australian equivalents to International Financial Reporting Standards (AIFRS).
Impact of new accounting standards and UIG interpretations
Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2007 reporting periods. The group’s and the parent entity’s assessment of the impact of these new standards and interpretations is set out below.
-
i. AASB 7 “Financial Instruments : Disclosure” (and amendments made to other standards by AASB 2005-10) requires more qualitative and quantitative information to be disclosed about risks arising from financial instruments. The new disclosures are to be made in financial reports for annual reporting periods commencing 1 January 2007. Application of AASB 7 will not result in changes to the amounts recognised in the financial report.
-
ii. AASB 8 “Operating Segments” requires the adoption of a management approach to the reporting on operating segments utilising measures the chief operating decision maker and key decision makers use internally for evaluating segment performance and deciding how to allocate resources to operating segments. AASB 8 will apply for annual reporting periods beginning on or after 1 January 2009. Application of AASB 8 will not result in changes to the amounts recognised in the financial report.
-
iii. AASB 2007-4 “Amendments to Australian Accounting Standards arising from ED151 and Other Amendments” allows that certain information may or may no longer be disclosed, or may be disclosed in an alternative manner. The new disclosures are to be made in financial reports for annual reporting periods commencing 1 January 2007. Application of AASB 2007-4 will not result in changes to the amounts.
(b) Significant Judgements and Key Assumptions
Judgements made in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements concern impairment of goodwill. The economic entity tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in note 2(k). These calculations require the use of assumptions, and these are described further in note 11.
(c) Consolidation Policy
A controlled entity is any entity controlled by Ambertech Limited. Control exists where Ambertech Limited has the capacity to dominate the decision-making in relation to the financial and operating policies of another entity so that the other entity operates with Ambertech Limited to achieve the objectives of Ambertech Limited. Details of the controlled entities are contained at note 9.
All inter-company balances and transactions between entities in the economic entity, including any unrealised profits or losses, have been eliminated on consolidation.
(d) Revenue Recognition
Sales revenue comprises revenue earned (net of returns, discounts and allowances) from the provision of goods and services to entities outside the economic entity.
Sale of goods
Revenue from the sale of goods is recognised when all significant risks and rewards of ownership have been transferred to the buyer. In most cases this coincides with the transfer of legal title, or the passing of possession to the buyer.
Rendering of services
Revenue from the rendering of a service is recognised upon the delivery of the service to the customers.
Ambertech Limited Annual Report for the year ended 30 June 2007
26
Interest revenue
Interest revenue is recognised as it accrues using the effective interest method.
Dividend revenue
Dividends are recognised as income as they are received, net of any franking credits.
(e) Cash and Cash Equivalents
For the purposes of the statement of cash flows, cash and cash equivalents includes cash on hand, deposits at call with banks or financial institutions, investments in money market instruments maturing within less than two months, and bank overdrafts.
(f) Receivables
Trade accounts and notes receivable and other receivables represent the principal amounts due at balance date plus accrued interest and less, where applicable, any unearned income and provisions for doubtful accounts.
(g) Inventory
Inventories are measured at the lower of cost and net realisable value. Costs are assigned on a first-in first-out basis and include direct materials, direct labour and an appropriate proportion of variable and fixed overhead expenses.
(h) Plant and Equipment
Plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Plant and equipment is depreciated over its estimated useful lives taking into account estimated residual values. The straight line method is used.
Plant and equipment is depreciated from the date of acquisition or, in respect of leasehold improvements, from the time the asset is completed and ready for use. The depreciation rates used for each class of plant and equipment remain unchanged from the previous year and are as follows:
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----- Start of picture text -----
Class of Asset Useful life
----- End of picture text -----
| Plant and equipment | 3-8 years |
|---|---|
| Furniture and fittings | 3-8 years |
| Leasehold improvements | Term of the lease |
| Leased plant and equipment | Term of the lease |
The carrying values of plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. If any such indication exists and where the carrying values exceed the estimated recoverable amount, the plant and equipment or cash generating units to which the plant and equimpent belong are written down to their recoverable amount.
(i) Investments in Subsidiaries
In the separate financial statements of the parent, investments in subsidiaries that are not classified as held for sale or included in a disposal group classified as held for sale, are accounted for at cost.
Ambertech Limited Annual Report for the year ended 30 June 2007
27
Note 2: Summary of significant accounting policies (continued)
(j) Intangible Assets
Goodwill
All business combinations are accounted for by applying the purchase method. Goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired.
Goodwill is stated at cost less any accumulated impairment. Goodwill is allocated to cash generating units and is not subject to amortisation, but tested annually for impairment (refer to note 2(k)).
Where the recoverable amount of the cash generating unit is less than the carrying amount, an impairment loss is recognised.
(k) Impairment of Assets
The carrying amount of the economic entity’s assets is reviewed at each balance date to determine whether there is any indication of impairment. Assets are tested for impairment as part of the cash generating unit to which they belong. If any such indication exists, the asset is written down to its recoverable amount.
Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment.
(l) Trade and Other Payables
Trade accounts, other payables and accrued liabilities represented the principal amounts outstanding at balance sheet date, plus where applicable, any accrued interest.
(m) Bills Payable
Bills payable represented the principal amounts outstanding at balance sheet date, plus where applicable, any accrued interest.
(n) Service Warranties
Provision is made for the estimated liability on all products still under warranty at balance date.
(o) Leases
i. Finance leases
-
Assets held under finance leases are recognised as a receivable and finance income is based on a pattern reflecting a constant periodic rate of return on the net investment outstanding in respect of the finance lease.
-
ii. Operating Leases
Assets held for operating leases are depreciated over their estimated useful lives. Income is recognised on a straight line basis over the lease term unless another systematic basis is more representative of the time pattern in which benefits are diminished
(p) Share Based Payments
Options issued over ordinary shares are valued using a pricing model which takes into account the option exercise price, the current level and volitility of the underlying share price, the risk free interest rate, the expected dividends on the underlying share, the current market price of the underlying share and the expected life of the option.
The value of the options is recognised in an option reserve until the options are exercised or expire.
Ambertech Limited Annual Report for the year ended 30 June 2007
28
(q) Employee Benefits
Short term employee benefits are employee benefits (other than termination benefits and equity compensation benefits) which fall due wholly within 12 months after the end of the period in which employee services are rendered. They comprise wages, salaries, commissions, social security obligations, short-term compensation absences and bonuses payable within 12 months and non-mandatory benefits such as car allowances.
The undiscounted amount of short-term employee benefits expected to be paid is recognised as an expense.
Other long-term employee benefits include long-service leave payable 12 months or more after the end of the financial year.
(r) Income Tax
Income taxes are accounted for using the comprehensive balance sheet liability method whereby:
-
the tax consequences of recovering (settling) all assets (liabilities) are reflected in the financial statements;
-
current and deferred tax is recognised as income or expense except to the extent that the tax relates to equity items or to a business combination;
-
a deferred tax asset is recognised to the extent that it is probable that future taxable profit will be available to realise the asset;
-
deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability settled.
(s) Foreign Currency Translation
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated to Australian dollars at exchange rates ruling at the balance sheet date. The revenues and expenses of foreign operations are translated to Australian dollars at rates approximating to the exchange rates ruling at the dates of the transactions.
Foreign exchange differences arising on retranslation are recognised directly in a separate component of equity.
(t) Earnings Per Share
- i. Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the year, adjusted for bonus elements in ordinary shares issued during the year.
- ii. 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.
(u) Share Capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
(v) Dividends
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the year but not distributed at balance date.
Ambertech Limited Annual Report for the year ended 30 June 2007
29
Notes to the financial statements
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----- Start of picture text -----
Economic Entity Parent Entity
2007 2006 2007 2006
$'000 $'000 $'000 $'000
----- End of picture text -----
| Note 3: Revenue | ||
|---|---|---|
| Revenue | ||
| Sale of goods and services | 59,842 | 51,465 - - |
| Interest received | 81 | 64 - - |
| Dividends received | - | - 4,000 1,000 |
| 59,923 | 51,529 4,000 1,000 | |
| Other income | ||
| Net gain on disposal of plant and equipment | 5 | 2 - - |
| Net foreign currency gains (net loss in 2006, refer to note 4) | 493 | - - - |
| 498 | 2 - - | |
| Note 4: Items included in profit | ||
| Additional information on the nature of expenses | ||
| Inventories | ||
| Cost of sales | 41,041 | 34,142 - - |
| Write down of inventories to net realisable value | 181 | 151 - - |
| Employee benefits expense | ||
| Salaries and wages | 9,380 | 7,801 225 153 |
| Employee termination expense | 86 | 142 - - |
| 9,466 | 7,943 225 153 | |
| Depreciation | ||
| Plant and equipment | 177 | 200 - - |
| Furniture and fittings | 38 | 41 - - |
| Leasehold improvements | 95 | 72 - - |
| 310 | 313 - - | |
| Amortisation | ||
| Leased plant and equipment | 24 | 26 - - |
| Bad and doubtful debts | 41 | 67 - - |
| Rental expense on operating leases: | ||
| Minimum lease payments | 912 | 913 - - |
| Net foreign currency losses (net gain in 2007, refer to note 3) | - | 26 - - |
Ambertech Limited Annual Report for the year ended 30 June 2007
30
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----- Start of picture text -----
Economic Entity Parent Entity
2007 2006 2007 2006
$'000 $'000 $'000 $'000
----- End of picture text -----
| Note 5: Income taxes | ||||
|---|---|---|---|---|
| Major components of income tax expense | ||||
| Current income tax expense | 994 | 689 | (47) | (74) |
| Overprovision in prior years | (184) | - | (184) | - |
| Deferred taxes | (23) | (20) | (33) | (18) |
| Income tax expense | 787 | 669 | (264) | (92) |
| Reconciliation between income tax expense and prima facie tax on | ||||
| accounting profit (loss) | ||||
| Accounting profit (loss) | 3,362 | 2,155 | 3,932 | 693 |
| Tax at 30% (2006:30%) | 1,009 | 647 | 1,180 | 208 |
| Tax effect of non deductible expenses | ||||
| Entertainment | 22 | 21 | - | - |
| Other items | (60) | - | (60) | - |
| Tax effect of non assessable income | ||||
| Dividends | - | - | (1,200) | (300) |
| Over provision for income tax in prior year | (184) | 1 | (184) | - |
| Income tax expense | 787 | 669 | (264) | (92) |
| Applicable tax rate | ||||
| The applicable tax rate is the national tax rate in Australia. | ||||
| Analysis of deferred tax assets | ||||
| Employee benefits deducted for tax purposes when paid | 345 | 331 | 345 | 331 |
| Allowance for doubtful accounts | 14 | 19 | 13 | 15 |
| Accrued expenses | 73 | 66 | 17 | 21 |
| Share based payments | 42 | 48 | 42 | 48 |
| Leased assets | - | 21 | - | 21 |
| Unrealised foreign currency translation | (1) | 13 | (1) | 13 |
| 473 | 498 | 416 | 449 |
Tax consolidated group
Ambertech Limited is head entity in a tax consolidated group. The tax consolidated legislation has been applied in respect of the year ended 30 June 2007.
Ambertech Limited has entered into a tax sharing agreement with Amber Technology Limited and Alphan Pty Limited. The tax sharing agreement allows for an allocation of income tax expense to members of the group on the basis of taxable income.
Ambertech Limited Annual Report for the year ended 30 June 2007
31
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----- Start of picture text -----
Economic Entity Parent Entity
2007 2006 2007 2006
$'000 $'000 $'000 $'000
----- End of picture text -----
| Note 6: Trade and other receivables | ||||
|---|---|---|---|---|
| Current | ||||
| Trade accounts receivable | 7,670 | 9,521 | - | - |
| Allowance for doubtful accounts | (46) | (60) | - | - |
| 7,624 | 9,461 | - | - | |
| Receivable from related parties (refer note 20) | - | - | 9,651 | 6,362 |
| Other receivables | 117 | 132 | - | - |
| Prepayments | 394 | 217 | - | - |
| 8,135 | 9,810 | 9,651 | 6,362 |
Information concerning effective interest rate and credit risk is set out in note 24.
Note 7: Inventories
| Note 7: Inventories | ||||
|---|---|---|---|---|
| Current | ||||
| Finished goods at cost | 12,628 | 12,807 | - | - |
| Stock in transit | 1,634 | 1,603 | - | - |
| 14,262 | 14,410 | - | - | |
| Provision for obsolesence | (189) | (151) | - | - |
| 14,073 | 14,259 | - | - | |
| Note 8: Other financial assets | ||||
| Non Current | ||||
| Investment in subsidiares - at cost (refer note 9) | - | - | 4,557 | 4,557 |
| - | - | 4,557 | 4,557 |
Note 9: Controlled entities
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----- Start of picture text -----
Entity Country of Percentage Owned
Incorporation
2007 2006
----- End of picture text -----
| Parent Entity | |||
|---|---|---|---|
| Ambertech Limited | Australia | ||
| Subsidiaries of Ambertech Limited | |||
| Amber Technology Limited | Australia | 100% | 100% |
| Subsidiaries of Amber Technology Limited | |||
| Alphan Pty Limited | Australia | 100% | 100% |
| Amber Technology (NZ) Limited | New Zealand | 100% | 100% |
Ambertech Limited Annual Report for the year ended 30 June 2007
32
Note 10: Plant and equipment
Non-Current
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----- Start of picture text -----
Gross Carrying Accumulated depreciation Net carrying amount
Amount
2007 2006 2007 2006 2007 2006
$'000 $'000 $'000 $'000 $'000 $'000
Economic Entity
Plant and equipment at cost 1,701 1,635 (1,405) (1,266) 296 369
Furniture and fittings at cost 355 350 (238) (197) 117 153
Leasehold improvements 596 509 (284) (189) 312 320
Leased plant and equipment 11 155 (6) (43) 5 112
Total plant and equipment 2,663 2,649 (1,933) (1,695) 730 954
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Reconciliation of carrying amounts:
| 2007 Economic Entity Balance at the beginning of the year Additions Reclassification Disposals Depreciation expense Effect of change in foreign currency Carrying amount at the end of the year 2006 |
Plant & Equipment $'000 369 24 84 (8) (177) 4 296 Plant & Equipment $'000 |
Furniture & Fittings $'000 153 2 - - (38) - 117 Furniture & Fittings $'000 |
Leasehold Improve- ments $'000 320 87 - - (95) - 312 Leasehold Improve- ments $'000 |
Leased Plant & equipment $'000 112 - - (84) (24) 1 5 Leased Plant & equipment $'000 |
Total $'000 954 113 84 (92) (334) 5 730 Total $'000 |
|---|---|---|---|---|---|
| Economic Entity | |||||
| Balance at the beginning of the year | 423 | 149 |
289 |
128 |
989 |
| Additions | 151 | 43 |
103 |
10 |
307 |
| Disposals | (5) | - | - |
- |
(5) |
| Depreciation expense | (200) | (41) | (72) | (26) | (339) |
| Effect of change in foreign currency | - | 2 |
- |
- |
2 |
| Carrying amount at the end of the year | 369 | 153 |
320 |
112 |
954 |
The parent entity does not own any plant and equipment.
Ambertech Limited Annual Report for the year ended 30 June 2007
33
| Economic Entity 2007 2006 $'000 $'000 |
Economic Entity 2007 2006 $'000 $'000 |
Parent Entity 2007 2006 $'000 $'000 |
Parent Entity 2007 2006 $'000 $'000 |
|
|---|---|---|---|---|
| Note 11: Intangible Assets | ||||
| Non-Current | ||||
| Goodwill at cost | 2,970 | 2,970 |
- |
- |
-
a. Impairment tests for goodwill
-
Goodwill is allocated to the economic entity’s Cash Generating Units (CGUs) defined according to business segment and country of operation.
A segment level summary of the goodwill allocation is presented below:
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----- Start of picture text -----
Australia New Total
Zealand
$'000 $'000 $'000
----- End of picture text -----
| 2007 | |||
|---|---|---|---|
| Lifestyle Entertainment | 1,539 | - | 1,539 |
| Professional | 1,387 | 44 | 1,431 |
| 2,926 | 44 | 2,970 | |
| 2006 | |||
| Lifestyle Entertainment | 1,650 | - | 1,650 |
| Professional | 1,276 | 44 | 1,320 |
| 2,926 | 44 | 2,970 |
Recoverable amount of a CGU is based on value in use.
-
b. Key assumptions for value in use calculations
-
Continuity of operations for at least 10 years.
-
Maintenance of market share.
-
Growth rate of 5% per year.
-
No significant changes impacting the entity or the assets.
-
Cash flows based on financial budgets and forecasts approved by management projected over 5 years.
-
A discount rate of 7.32% (2006: 5.5%) has been applied to cash flow projections.
Values assigned reflect past experience and are consistent with external sources of information.
-
c. Impact of possible changes in key assumptions
-
Management does not consider a change in any of the key assumptions, that would cause a CGUs carrying amount to exceed the recoverable amount, to be reasonably likely.
Ambertech Limited Annual Report for the year ended 30 June 2007
34
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----- Start of picture text -----
Economic Entity Parent Entity
2007 2006 2007 2006
$'000 $'000 $'000 $'000
----- End of picture text -----
| Note 12: Trade and other payables | ||||
|---|---|---|---|---|
| Current | ||||
| Trade accounts payable | 3,852 | 5,690 | - | - |
| Other accounts payable | 2,544 | 1,895 | - | - |
| Due to related parties (refer note 20) | - | - | 781 | 574 |
| 6,396 | 7,585 | 781 | 574 | |
| Amounts payable in foreign currencies: | ||||
| Trade accounts payable: | ||||
| US Dollars | 1,486 | 2,474 | - | - |
| British Pound | 580 | 55 | - | - |
| Euro | 362 | 321 | - | - |
| Swiss Francs | 191 | 160 | - | - |
| New Zealand Dollars | 40 | 47 | - | - |
| Japanese Yen | 6 | - | - | - |
| Danish Kroner | - | 4 | - | - |
| 2,665 | 3,061 | - | - | |
| Note 13: Other financial liabilities | ||||
| Current | ||||
| Bills payable (a) | 3,000 | 4,850 | - | - |
| Lease liability (b) | 2 | 43 | - | - |
| Other loans (c) | - | 209 | - | - |
| 3,002 | 5,102 | - | - | |
| Non-Current | ||||
| Lease liability (b) | 4 | 35 | - | - |
Details of the economic entity’s exposure to interest rate changes on other financial liabilities is outlined in note 24.
The fair value of the financial liabilities approximates their carrying value.
a. Bills payable
The commercial bill facility is secured by a charge over the assets of Amber Technology Limited. Guarantees are in place to a limit of $5,200,000 (2006:$5,200,000). The value of assets at balance date is $26,412,548.
b. Lease liabilities
Lease liabilities are secured by a charge over the assets financed.
c. Other loans
The inventory financing agreement is secured by a floating charge over the assets of Alphan Pty Limited. The value of the assets at balance date is $6,779,223.
Ambertech Limited Annual Report for the year ended 30 June 2007
35
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----- Start of picture text -----
Economic Entity Parent Entity
2007 2006 2007 2006
$'000 $'000 $'000 $'000
Note 14: Provisions
Current
Service warranty 207 206 - -
Employee benefits 614 541 - -
821 747 - -
Non Current
Employee benefits 666 552 - -
Service Warranty
Estimated warranty claims in respect of goods sold under warranty,
based on warranty claims history.
Movements in provisions, other than employee benefits are set out
below:
Opening balance 206 223 - -
Additional provision recognised 168 160 - -
Reductions resulting from payments (167) (177) - -
Closing balance 207 206 - -
Note 15: Share Capital
No. Shares
2007 2006
Issued: Ordinary Shares fully paid (no par value) 30,708,305 30,853,305
Movements during the year
Opening balance 30,853,305 30,863,000
Shares bought back during the year (145,000) (9,695)
Closing balance 30,708,305 30,853,305
----- End of picture text -----
Share Buy Back
On 2 September 2005, the company announced an on market buy back of up to 1,543,150 ordinary shares on issue. The buy back is a part of the company’s capital management and is designed to improve shareholder returns. During the year ended 30 June 2007 the company bought back 145,000 (2006: 9,695) shares.
Ambertech Limited Annual Report for the year ended 30 June 2007
36
| Economic Entity 2007 2006 $'000 $'000 |
Economic Entity 2007 2006 $'000 $'000 |
Parent 2007 $'000 |
Entity 2006 $'000 |
|
|---|---|---|---|---|
| Note 16: Reserves | ||||
| Foreign currency translation reserve (a) | 59 | (41) |
- | - |
| Share based payments reserve (b) | 139 | 65 |
139 |
65 |
| 198 | 24 |
139 |
65 |
For an explanation of movements in reserve accounts refer to Statements of Changes in Equity.
Nature and purpose of reserves
a. Foreign currency translation reserve
- Exchange differences arising on translation of the foreign controlled entity are taken to the foreign currency translation reserve as described in note 2(i). The reserve is recognised in profit and loss when the net investment is disposed of.
b. Share based payments reserve
The share based payments reserve is used to recognise the fair value of options issued but not exercised.
Note 17: Commitments for expenditure
Finance lease commitments
| Finance lease commitments | ||||
|---|---|---|---|---|
| Payable: | ||||
| Not later than 1 year | 2 | 51 | - | - |
| Later than 1 year but not later than 5 years | 5 | 33 | - | - |
| Minimum lease payments | 7 | 84 | - | - |
| Less future finance charges | (1) | (6) | - | - |
| 6 | 78 | - | - | |
| Operating lease commitments | ||||
| Payable: | ||||
| Not later than 1 year | 770 | 747 | - | - |
| Later than 1 year but not later than 5 years | 4,049 | 3,648 | - | - |
| Later than 5 years | - | 836 | - | - |
| Minimum lease payments | 4,819 | 5,231 | - | - |
The Frenchs Forest property lease is a non-cancellable lease with a four-year term, with rent payable monthly in advance. An option exists to renew the lease at the end of the four-year term for an additional term of four years. Contingent rental provisions within the lease agreement require that the minimum lease payments shall be increased by a rent review at the beginning of the option period to market value, but with an increase not less than 3% per annum. The lease allows for sub-letting of all lease areas.
Note 18: Contingent Liabilities
Estimates of the maximum amounts of contingent liabilities that may become payable:
| ote 18: Contingent Liabilities mates of the maximum amounts of contingent liabilities that may become able: |
||||
|---|---|---|---|---|
| Bank guarantees by Amber Technology Limited in respect of various property | ||||
| lease rentals | 257 | 193 | - | - |
| 257 | 193 | - | - |
No material losses are anticipated in respect of any of the above contingent liabilities.
Ambertech Limited Annual Report for the year ended 30 June 2007
37
Note 19: Events subsequent to reporting date
Since the end of the financial year, no matters have arisen which significantly affected or may significantly affect the operations of the entity, the results of those operations or the state of affairs of the entity in future financial years.
Note 20: Related party transactions
Parent and unltimate controlling entity
The parent and ultimate controlling entity is Ambertech Limited. The names and information about subsidiaries are included at note 9.
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----- Start of picture text -----
Economic Entity Parent Entity
2007 2006 2007 2006
$'000 $'000 $'000 $'000
Transactions between related parties
Current receivables from subsidiaries - - 9,651 6,362
Current payables to subsidiaries - - 781 574
----- End of picture text -----
Key management personnel compensation
Key management personnel comprises directors and other persons having authority and responsibility for planning, directing and controlling the activities of the economic entity
| Economic Entity 2007 2006 $'000 $'000 |
Economic Entity 2007 2006 $'000 $'000 |
Parent Entity 2007 2006 $'000 $'000 |
Parent Entity 2007 2006 $'000 $'000 |
|
|---|---|---|---|---|
| Summary | ||||
| Short term employee benefits | 1,549 | 1,652 |
1,422 |
1,481 |
| Post employment benefits | 162 | 105 |
162 |
105 |
| Share based payments | 55 | 45 |
55 |
45 |
| 1,766 | 1,802 |
1,639 |
1,631 |
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----- Start of picture text -----
Key management personnel
Name Position Name Position
----- End of picture text -----
| P Wallace | Non-Executive Chairman | B Lee | General Manager, Lifestyle Entertainment |
|---|---|---|---|
| P Amos | Managing Director | N Streatfield | General Manager, Avid |
| T Amos | Non-Executive Director | R McCleery | Director, Amber New Zealand |
| E Goodwin | Non-Executive Director | R Caston | Divisional Manager, Broadcast |
| D Swift | Non-Executive Director | J Fitzpatrick | Divisional Manager, Professional |
| R Glasson | Chief Financial Officer | D Small | Divisional Manager, Audioworks |
The company has taken advantage of the relief provided by Corporations Regulation 2M.6.04 and information required to be disclosed by AASB 124 paragraphs Aus25.4 to Aus 25.7.2 in respect of the remuneration of key management personnel is presented in the directors’ report.
Ambertech Limited Annual Report for the year ended 30 June 2007
38
Note 21: Share based payment arrangements
The Board may determine the executives and eligible employees who are entitled to participate. The options expire 5 years after issue or earlier in the event of dismissal, death, termination, redundancy or retirement of the employee.
There were no options exercised, forfeited or that lapsed during the financial year.
The fair value of the options as at the date issued was determined with reference to the market price.
In relation to bonus issues, each outstanding option confers on the option holder the right to receive, on exercise of those outstanding options, not only one share for each of the outstanding options exercised but also the additional shares the option holder would have received had the option holder participated in the bonus issue as a holder of ordinary shares.
| Number of Options over Ordinary Shares |
|
|---|---|
| 2007 2006 |
|
| Employee Share Option Plan Held by employees at the beginnining of the year Held by employees at the end of the year Exercisable at the end of the year |
950,000 950,000 |
| 950,000 950,000 |
|
| 850,000 715,000 |
Set out below are summaries of options granted under the plan:
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----- Start of picture text -----
Date Granted Exercise Period Exercise Balance at Granted Balance at Exercisable at
start of year during the end of year end of year
year
Start Finish Price
----- End of picture text -----
| Consolidated and parenty entity 2007 | Consolidated and parenty entity 2007 | Consolidated and parenty entity 2007 | |||||
|---|---|---|---|---|---|---|---|
| 7/12/2004 | 7/12/2004 | 7/12/2009 | $1.20 |
270,000 |
- |
270,000 | 270,000 |
| 7/12/2004 | 31/12/2004 | 31/12/2009 | $1.20 |
35,000 |
- |
35,000 | 35,000 |
| 7/12/2004 | 31/03/2005 | 31/03/2010 | $1.20 |
135,000 |
- |
135,000 | 135,000 |
| 7/12/2004 | 30/06/2005 | 30/06/2010 | $1.20 |
35,000 |
- |
35,000 | 35,000 |
| 7/12/2004 | 30/09/2005 | 30/09/2010 | $1.20 |
135,000 |
- |
135,000 | 135,000 |
| 7/12/2004 | 31/12/2005 | 31/12/2010 | $1.20 |
35,000 |
- |
35,000 | 35,000 |
| 7/12/2004 | 31/03/2006 | 31/03/2011 | $1.20 |
35,000 |
- |
35,000 | 35,000 |
| 7/12/2004 | 30/06/2006 | 30/06/2011 | $1.20 |
35,000 |
- |
35,000 | 35,000 |
| 7/12/2004 | 30/09/2006 | 30/09/2011 | $1.35 |
135,000 |
- |
135,000 | 135,000 |
| 7/12/2004 | 30/09/2007 | 30/09/2012 | $1.35 |
100,000 |
- |
100,000 |
- |
| 950,000 |
- |
950,000 | 850,000 | ||||
| Weighted average | exercise price | $1.23 | $1.23 | $1.23 | |||
| Consolidated and parenty entity 2006 | |||||||
| 7/12/2004 | 7/12/2004 | 7/12/2009 | $1.20 | 270,000 |
- | 270,000 | 270,000 |
| 7/12/2004 | 31/12/2004 | 31/12/2009 | $1.20 | 35,000 |
- | 35,000 | 35,000 |
| 7/12/2004 | 31/03/2005 | 31/03/2010 | $1.20 | 135,000 |
- | 135,000 | 135,000 |
| 7/12/2004 | 30/06/2005 | 30/06/2010 | $1.20 | 35,000 |
- | 35,000 | 35,000 |
| 7/12/2004 | 30/09/2005 | 30/09/2010 | $1.20 | 135,000 |
- | 135,000 | 135,000 |
| 7/12/2004 | 31/12/2005 | 31/12/2010 | $1.20 | 35,000 |
- | 35,000 | 35,000 |
| 7/12/2004 | 31/03/2006 | 31/03/2011 | $1.20 | 35,000 |
- | 35,000 | 35,000 |
| 7/12/2004 | 30/06/2006 | 30/06/2011 | $1.20 | 35,000 |
- | 35,000 | 35,000 |
| 7/12/2004 | 30/09/2006 | 30/09/2011 | $1.35 | 135,000 |
- | 135,000 | - |
| 7/12/2004 | 30/09/2007 | 30/09/2012 | $1.35 | 100,000 |
- | 100,000 | - |
| 950,000 |
- | 950,000 | 715,000 | ||||
| Weighted average | exercise price | $1.23 | $1.23 | $1.20 |
Weighted average exercise price
Ambertech Limited Annual Report for the year ended 30 June 2007
39
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----- Start of picture text -----
Economic Entity Parent Entity
2007 2006 2007 2006
----- End of picture text -----
| Fair value of options granted | ||||
|---|---|---|---|---|
| Share options granted during the year: | ||||
| Weighted average fair value at measurement date | $0.69 | $0.43 | $0.69 | $0.43 |
| Fair value was measured using the Black-Scholes option pricing model. Inputs to that | ||||
| model was as follows: | ||||
| share price at grant date | $0.87 | $0.87 | $0.87 | $0.87 |
| weighted average exercise price | $1.22 | $1.20 | $1.22 | $1.20 |
| option life | 5 yrs | 5 yrs | 5 yrs | 5 yrs |
| risk-free interest rate | 6.0% | 5.8% | 6.0% | 5.8% |
| expected dividend yield | 2.0% | 2.0% | 2.0% | 2.0% |
| expected volatility | 71.4% | 71.4% | 71.4% | 71.4% |
Expected volatility was determined wholly on the basis of historical volatility.
Note 22: Segment reporting
Business Segments
The consolidated entity comprises the following main business segments: Professional Distribution of high technology equipment to professional broadcast, film, recording and sound reinforcement industries.
Lifestyle Entertainment Distribution of home theatre products to dealers, distribution and supply of custom installation components for home theatre and commercial installations to dealers and consumers, and the distribution of projection and display products with business and domestic applications.
==> picture [466 x 58] intentionally omitted <==
----- Start of picture text -----
Professional Lifestyle Eliminations Economic Entity
Entertainment
2007 2006 2007 2006 2007 2006 2007 2006
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
----- End of picture text -----
| Revenue | |||||||
|---|---|---|---|---|---|---|---|
| Sales to external customers | 32,277 | 23,383 | 27,565 | 28,082 | - - | 59,842 | 51,465 |
| Inter-segment sales | 1,088 | 1,770 | - | - | (1,088) (1,770) | - | - |
| Total sales revenue | 33,365 | 25,153 | 27,565 | 28,082 | (1,088) (1,770) | 59,842 | 51,465 |
| Result | |||||||
| Segment result | 2,825 | 1,051 | 873 | 1,815 | - - | 3,698 | 2,866 |
| Unallocated/corporate result | 96 | (323) | |||||
| 3,794 | 2,543 | ||||||
| Net interest | (432) | (388) | |||||
| Profit before income tax | 3,362 | 2,155 | |||||
| Income tax expense | (787) | (669) | |||||
| Profit for the year | 2,575 | 1,486 | |||||
| Assets | |||||||
| Segment Assets | 8,883 | 7,516 | 11,216 | 16,652 | - - | 20,099 | 24,168 |
| Unallocated/corporate assets | 9,411 | 6,721 | |||||
| Total assets | 29,510 | 30,889 | |||||
| Liabilities | |||||||
| Segment Liabilities | 2,545 | 4,905 | 638 | 785 | - - | 3,183 | 5,690 |
| Unallocated/corporate liabilities | 7,706 | 8,331 | |||||
| Total liabilities | 10,889 | 14,021 |
Ambertech Limited Annual Report for the year ended 30 June 2007
40
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----- Start of picture text -----
Professional Lifestyle Eliminations Economic Entity
Entertainment
2007 2006 2007 2006 2007 2006 2007 2006
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
----- End of picture text -----
| Other Acquisition of non current segment assets - - - - - - Unallocated/corporate assets Depreciation and amortisation of segment assets - - - - - - Unallocated depreciation and amortisation Other non-cash expenses - - - - - - Unallocated other non-cash expenses |
- - 113 307 |
|---|---|
| 113 307 |
|
| - - 334 338 |
|
| 334 338 |
|
| - - - 14 |
|
| - 14 |
Secondary reporting - Geographical Segments
| Segment Revenues from Sales to External Customers 2007 2006 $'000 $'000 |
Carrying Amount of Segment Assets 2007 2006 $'000 $'000 |
Acquisition of Non- Current Assets 2007 2006 $'000 $'000 |
|
|---|---|---|---|
| Geographical Location | |||
| Australia | 57,076 47,930 | 28,158 29,692 | 113 281 |
| New Zealand | 2,766 3,535 |
1,352 1,197 |
- 26 |
| 59,842 51,465 | 29,510 30,889 | 113 307 |
Accounting Policies
Segment revenues and expenses are those directly attributable to the segments and include any joint revenues and expenses where a reasonable basis of allocation exists. Segment assets include all assets used by a segment and consist principally of cash, receivables and inventories. All remaining assets of the economic entity are considered to be unallocated assets, including property, plant and equipment. As such, depreciation and amortisation are also classified as unallocated expenses. Segment liabilities consist principally of accounts payable, employee entitlements, accrued expenses, provisions and borrowings.
Segment assets and liabilities do not include income taxes.
Intersegment Transfers
Segment revenues, expenses and result include transfers between segments. The prices charged on intersegment transactions are the same as those charged for similar goods to parties outside of the economic entity at an arm’s length. These transfers are eliminated on consolidation.
Ambertech Limited Annual Report for the year ended 30 June 2007
41
Notes to the cashflow statements
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Economic Entity Parent Entity
2007 2006 2007 2006
$'000 $'000 $'000 $'000
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| Note 23: Cash flow information | Note 23: Cash flow information | ||||
|---|---|---|---|---|---|
| i. | Cash and cash equivalents | ||||
| Cash and cash equivalents included in the Cash Flow Statement comprise the | |||||
| following amounts: | |||||
| Cash on hand | 4 | 3 | - | - | |
| At call deposits with financial institutions | 2,054 | 1,583 | 13 | 44 | |
| 2,058 | 1,586 | 13 | 44 | ||
| ii. | Reconciliation of net cash provided by/(used in) operating activities to |
||||
| profit or loss after income tax | |||||
| Profit for the year | 2,575 | 1,486 | 4,196 | 785 | |
| Depreciation and amortisation | 334 | 338 | - | - | |
| Net (gain) on disposal of plant and equipment | (5) | (2) | - | - | |
| Borrowing expenses | 4 | 20 | - | 9 | |
| Net exchange differences | (350) | 26 | - | - | |
| Non-cash share based payments | 74 | 45 | 74 | 45 | |
| Changes in operating assets and liabilities | |||||
| (Increase)/Decrease in accounts receivable | 1,852 | (1,773) | (4,492) | (781) | |
| (Increase)/Decrease in prepayments | (177) | 40 | - | - | |
| (Increase)/Decrease in inventories | 186 | (1,744) | - | - | |
| (Increase) in tax receivable | (259) | (1,101) | (256) | (999) | |
| Increase/(Decrease) in payables | (1,189) | 1,967 | 207 | 574 | |
| Increase in provisions | 188 | 95 | - | - | |
| Decrease in deferred taxes | 25 | 31 | 33 | 19 | |
| Net cash provided by/(used in) operating activities | 3,258 | (572) | (238) | (348) |
iii. Non Cash Financing and Investing Activities
There were no non-cash financing or investing activities during the financial year.
Ambertech Limited Annual Report for the year ended 30 June 2007
42
Note 24: Financial instruments; interest and credit risk exposure
Exposure to interest rate risk on financial assets and liabilities is set out in the following table.
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Fixed Interest Maturing
Non- Within 1 to 2 2 to 5 More Floating Total
Interest 1 Year years years than Interest
Bearing 5 years
$'000 $'000 $'000 $'000 $'000 $'000 $'000
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| 2007 Economic Entity | |||||||
|---|---|---|---|---|---|---|---|
| Financial Assets | |||||||
| Cash and cash equivalents | 4 | - | - | - | - | 2,054 | 2,058 |
| Trade and other receivables | 8,135 | - | - | - | - | - | 8,135 |
| Total Financial Assets | 8,139 | - | - | - | - | 2,054 | 10,193 |
| Range of effective interest rates | 4.8 to | ||||||
| 5.2% | |||||||
| Financial Liabilities | |||||||
| Trade and other payables | 6,396 | - | - | - | - | - | 6,396 |
| Bills payable | - | 3,000 | - | - | - | - | 3,000 |
| Lease liabilities | - | 2 | 4 | - | - | - | 6 |
| Total Financial Liabilities | 6,396 | 3,002 | 4 | - | - | - | 9,402 |
| Range of effective interest rates | 6.4 to | 10.3 | |||||
| 6.9% | to | ||||||
| 14.3% | |||||||
| 2006 Economic Entity | |||||||
| Financial Assets | |||||||
| Cash and cash equivalents | 3 | - | - | - | - | 1,583 | 1,586 |
| Trade and other receivables | 9,810 | - | - | - | - | - | 9,810 |
| Total Financial Assets | 9,813 | - | - | - | - | 1,583 | 11,396 |
| Range of effective interest rates | 4.8 to | ||||||
| 5.2% | |||||||
| Financial Liabilities | |||||||
| Trade and other payables | 7,585 | - | - | - | - | - | 7,585 |
| Bills payable | - | 4,850 | - | - |
- | - | 4,850 |
| Other loans | - | 209 | - | - | - | - | 209 |
| Lease liabilities | - | 43 | 35 | - | - | - | 78 |
| Total Financial Liabilities | 7,585 | 5,102 | 35 | - | - | - | 12,722 |
| Range of effective interest rates | 6.4 to | 10.3 | |||||
| 6.5% | to | ||||||
| 14.3% |
Credit Risk Exposure
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date of recognised financial assets is the carrying amount of those assets, net of any provisions for doubtful debts, as disclosed in the balance sheet and notes to the financial statements.
The economic entity does not have any material credit risk exposure to any single debtor or group of debtors.
Ambertech Limited Annual Report for the year ended 30 June 2007
43
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Economic Entity
2007 2006
Note 25: Earnings per share
Basic earnings per share (cents) 8.4 4.8
Weighted average number of ordinary shares (number) 30,713,896 30,862,893
Earnings used to calculate basic earnings per share ($) 2,575,000 1,486,000
Diluted earnings per share (cents) 8.4 4.8
Weighted average number of ordinary shares (number) 30,713,896 30,862,893
Earnings used to calculate diluted earnings per share ($) 2,575,000 1,486,000
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(a) The effect of the Executive Share Option Plan options on issue is not considered dilutionary because based on conditions at the date of this report, it is considered unlikely that these options would be converted into ordinary shares
Note 26: Credit standby arrangements and loan facilities
The economic entity has a commercial bill facility of $5,200,000 (2006: $5,200,000) provided by the economic entity's bankers. A deed of cross guarantee exists between Ambertech Limited and its subsidiaries, Amber Technology Limited and Alphan Pty Limited, in relation to security over the commercial facility.
| 2007 Used Unused $'000 $'000 |
2007 Used Unused $'000 $'000 |
2006 Used Unused $'000 $'000 |
2006 Used Unused $'000 $'000 |
|
|---|---|---|---|---|
| Commercial Bill Facility | 3,000 | 2,200 |
4,850 |
350 |
Ambertech Limited Annual Report for the year ended 30 June 2007
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Economic Entity Parent Entity
2007 2006 2007 2006
$'000 $'000 $'000 $'000
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Note 27: Auditors' Remuneration
During the year the following fees were paid or payable for services provided by the auditor of the parent and its related practices:
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|||||
|---|---|---|---|
|Audit services|
|PKF New South Wales firm|
|Audit and review of financial reports, and other work under the Corporations Act|148|113 -|-|
|2001.|
|Related practices of PKF New South Wales firm|
|Audit or review of financial reports of subsidiary|10|10 -|-|
|Total remuneration for audit services|158|123 -|-|
|Non-audit services|
|PKF New South Wales firm|
|Tax compliance services, including review of company income tax returns|20|63 -|-|
|Tax consulting and tax advice on share buy back and capital reduction|18|19 -|-|
|Indirect taxation consulting and tax advice on customs|-|16 -|-|
|Related practices of PKF New South Wales firm|
|Tax compliance services, including review of company income tax returns|6|8 -|-|
|Total remuneration for non-audit services|44|106 -|-|
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It is the economic entity's policy to employ PKF on assignments additional to their statutory audit duties where PKF's expertise and experience with the economic entity are important. These assignments are principally tax advice or where PKF is awarded assignments on a competitive basis.
Note 28: Dividend franking credits
In respect of dividends first recognised as a liability during the period or paid in the period without previously being recognised as a liability
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||||
|---|---|---|
|2007|2006|
|$'000|$'000|
|Dividends that have been fully franked:|
|Amount in aggregate|921|1,852|
|Cents per share|3.0|6.0|
|Tax rate|30%|30%|
|Amount of franking credits available for subsequent reporting periods|5,637|4,920|
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Ambertech Limited Annual Report for the year ended 30 June 2007
45
Directors’ declaration
In the directors’ opinion:
-
a. the financial statements and notes are in accordance with the Corporations Act 2001, including:
-
i. complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
-
ii. giving a true and fair view of the company’s and economic entity’s financial position as at 30 June 2007 and of its performance, as represented by the results of their operations, changes in equity and the cash flows, for the financial year ended on that date; and
-
b. there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable; and
-
c. the audited remuneration disclosures set out in pages of the directors report comply with Accounting Standard AASB 124 Related Party Disclosures and the Corporate Regulations 2001; and
The directors have been given the declarations by the chief executive officer and chief financial officer required by Section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the directors.
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Director: P F Wallace
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P A Amos
Dated this 31st day of August 2007. Sydney
Ambertech Limited Annual Report for the year ended 30 June 2007
46
Independent Auditor’s report
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Ambertech Limited Annual Report for the year ended 30 June 2007
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48 Ambertech Limited Annual Report for the year ended 30 June 2007
Notes
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Ambertech Limited Annual Report for the year ended 30 June 2007
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Notes
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Ambertech Limited Annual Report for the year ended 30 June 2007
50
Corporate Directory
Ambertech Limited
ACN 079 080 158
Directors
Chairman – Non-Executive Director Mananigg Drietcor Non-Executive Director Non-Executive Director Non-Executive Director
Peter Francis Wallace Pete rAndrew Amos Thomas Robert Amos Edwin Francis Goodwin David Rostil Swift
Company Secretary
Robert John Glasson
Registered Office
Unit B 5 Skyline Place Frenchs Forest NSW 2086 Tel: 61 2 9452 8600 Fax: 61 2 9975 1368
Accountants and Auditors
PKF Chartered Accountants and Business Advisors Level 10, 1 Market Street Sydney NSW 2000
Share Registry
Link Market Services Locked Bag A14 Sydney South NSW 1235 or Level 12, 680 George Street Sydney NSW 2000 Tel: 02 8280 7111
Stock Exchange Listing
Australian Stock Exchange ASX Code: AMO
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PO Box 942 Brookvale NSW 2100 Australia
Unit B 5 Skyline Place Frenchs Forest NSW 2086
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Email: [email protected] Phone: 02 9452 8600 Fax: 02 9975 1368
www.ambertech.com.au