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AMBERTECH LIMITED — Annual Report 2007
Aug 30, 2007
64378_rns_2007-08-30_5d166a1c-b053-41f9-8161-a6796b63581d.pdf
Annual Report
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AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158
APPENDIX 4E – PRELIMINARY FINAL REPORT
YEAR ENDED 30 JUNE 2007
FULL YEAR RESULTS ANNOUNCEMENT
For immediate release 31 August 2007
Highlights
| Revenue | up by | 16.3% to | $59.9M |
|---|---|---|---|
| EBIT | up by | 49.2% to | $3.8M |
| NPAT | up by | 73.3% to | $2.6M |
Final Dividend 3c per share
Annexures:
-
Results for announcement to the market
-
Commentary on the results
-
Outlook
-
Financial Report for the Year Ended 30 June 2007
Ambertech Limited ACN 079 080 158 Unit B, 5 Skyline Place, Frenchs Forest NSW 2086 Tel: 02 9452 8600 Fax: 02 9975 1368 email: [email protected] Web: www.ambertech.com.au
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RESULTS FOR ANNOUNCEMENT TO THE MARKET
| 30 Jun 07 | 30 Jun 06 | Movement | |
|---|---|---|---|
| $’000 | $’000 | $’000 % |
|
| Key Information | |||
| Revenue from ordinaryactivities | 59,923 | 51,529 | 8,394 16.3 |
| Profit after income tax for theperiod attributable to members | 2,575 | 1,486 | 1,089 73.3 |
| Dividends | Amount per security | Franking % | |
| Final dividend declared | 3 cents | 100% | |
| Record date for final dividend | 14 | September 2007 | |
| Payment date for final dividend | 28 | September 2007 | |
| The Board has established a dividend reinvestment plan, whereby Shareholders may elect (subject | to the rules of | ||
| the plan) to reinvest dividends payable by Ambertech Limited to the shareholder. The Board has determined not to | |||
| invoke theplan for the final dividend in respect of the 30 June 2007 financialyear. |
| Dividend History | |||
|---|---|---|---|
| Interim dividend paid 30 March 2007 | 2 cents | 100% | |
| Final dividendpayable 28 September 2007 | 3 cents | 100% | |
| Total | 5 cents | 100% | |
| Key Ratios | 30 | Jun 07 | 30 Jun 06 |
| ¢ | ¢ | ||
| Net tangible assetsper security | 51.0 | 45.0 |
Explanation of results for the financial year and other figures reported above
See the attached commentary and half-year financial report.
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COMMENTARY ON THE RESULTS
| 30/06/07 | 30/06/07 | 30/06/07 | 30/06/06 | ||
|---|---|---|---|---|---|
| 2nd Half $’000 |
1st Half $’000 |
Total $’000 |
Total $’000 |
||
| Lifestyle Entertainment Segment | |||||
Sales to external customers |
13,220 14,345 27,565 28,082 |
||||
| Segment Result | 228 645 873 1,815 |
Ambertech’s lifestyle entertainment business segment is a leader in the 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.
During the financial year we continued to experience solid results in our custom installation markets, with continued introduction of products meeting the industry’s current and future needs.
Our display products continued to produce steady results in the traditional home theatre market, whilst achieving additional penetration into the commercial market during the financial year.
Delayed delivery of new consumer electronics products has impacted on the result for the segment for this reporting period. Our continued refresh of older product lines has also reduced margins in this area, however the increase in operational capacity has assisted with the introduction of new products into the market that have been well received.
Our investment into the accessories market continued during the reporting period, and whilst this has had the effect of somewhat masking other successes in the current reporting period, we have been rewarded with some encouraging gains in market share.
Overall, the financial year ended 30 June 2007 was a building block with excellent results in some areas of the lifestyle entertainment segment, along with further investment in business futures in other product groups.
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COMMENTARY ON THE RESULTS
| 30/06/07 | 30/06/07 | 30/06/07 | 30/06/06 | ||
|---|---|---|---|---|---|
| 2nd Half $’000 |
1st Half $’000 |
Total $’000 |
Total $’000 |
||
| Professional Segment | |||||
| Sales to external customers | 17,294 14,983 32,277 23,383 |
||||
| Segment Result | 1,625 1,200 2,825 1,051 |
Ambertech’s professional business segment supplies product and services to television stations, radio stations, cinemas, post-production facilities, as well as military and education establishments. Being entirely business-to-business in nature, these divisions are unaffected by the potential volatility of consumer sentiment or retail sales trends.
The financial year was a fantastic success for the professional business segment in both sales revenue and segment profits. In particular, our professional audio and broadcast markets remained buoyant throughout the financial year.
We are pleased that a number of projects were able to be completed during this reporting period, including the completion of a multi-million dollar contract with NSW Police that forms part of Ambertech’s strategy to penetrate the lucrative Federal and State government markets.
Our post production markets have had a difficult year overall. Budget changes and funding issues for local TV shows and films have at best provided encouraging levels of activity.
Our New Zealand operations have focused on restructuring their product mix to become less reliant on major project work. During the current reporting period the New Zealand operations lost a major project due to a highly price competitive market, and had other major projects delayed.
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Dividend
The Board has announced a final dividend in respect of the year ended 30 June 2007 of 3 cents per share. Combined with the interim dividend of 2 cents per share, this allows the company to maintain a payout ratio of approximately 60% of reported earnings.
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 part of the company's capital management and designed to improve shareholder returns. During the year ended 30 June 2007, the company bought back 145,000 shares, bringing the total buy back to 154,965 shares.
Annual General Meeting
The AGM will be held at 12pm on Wednesday 21 November 2007, in the Function Room of The Parkway Hotel, 5 Frenchs Forest Rd, Frenchs Forest, NSW 2086.
OUTLOOK
For the year ending 30 June 2008 our forecasts show continued 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, Ambertech’s management believes 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-toperiod fluctuation in results due to the level of sales in the professional division.
We are constantly evaluating potential new agencies and or acquisitions to assist us with these goals.
The early trading results for 2008 have been encouraging. Our accessories division continues to gain market share and our new product offerings in consumer electronics have been well received by the market. At the same time, we continue 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 segments of the business. We are strongly focused on improvement in our product to market strategies in order to support our world class product offerings.
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This announcement should be read in conjunction with the attached audited financial report.
On behalf of the board
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Peter Wallace Chairman Sydney, 31 August 2007.
AMBERTECH LIMITED
AND CONTROLLED ENTITIES ACN 079 080 158 FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2007
AMBERTECH LIMITED ACN 079 080 158 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.
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AMBERTECH LIMITED ACN 079 080 158 DIRECTORS' REPORT
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).
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AMBERTECH LIMITED ACN 079 080 158 DIRECTORS' REPORT
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.
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AMBERTECH LIMITED ACN 079 080 158 DIRECTORS' REPORT
REMUNERATION REPORT (continued)
The table below sets out the Company's key shareholder indicators since it listed on the ASX:
| 2007 | 2006 | 2005 | |
|---|---|---|---|
| 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:
| Name | Position | Name | Position |
|---|---|---|---|
| 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.
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AMBERTECH LIMITED ACN 079 080 158 DIRECTORS' REPORT
REMUNERATION REPORT (continued)
Elements of Remuneration
| 2007 Directors P Amos P Wallace T Amos E Goodwin D Swift Executives N Streatfield J Fitzpatrick R Glasson B Lee R Caston D Small R McCleery |
Post employment benefits Share based payments Cash salary Cash Bonus Superannuation Options Total % Performance % Relating $ $ $ $ $ Related to Options 310,945 21,280 39,985 19,832 392,042 5.4% 5.1% 50,000 - 3,750 9,799 63,549 0.0% 15.4% 30,000 - 2,250 - 32,250 0.0% 0.0% 30,000 - 2,250 - 32,250 0.0% 0.0% 30,000 - 2,250 - 32,250 0.0% 0.0% Short-term employment benefits |
|---|---|
| 450,945 21,280 50,485 29,631 552,341 3.9% 5.4% |
|
| 177,203 - 27,948 3,636 208,787 0.0% 1.7% 135,993 37,345 15,600 3,636 192,574 19.4% 1.9% 152,991 4,088 13,769 3,636 174,484 2.3% 2.1% 154,398 - 13,896 3,636 171,930 0.0% 2.1% 123,149 16,955 26,609 3,636 170,349 10.0% 2.1% 135,993 12,045 13,323 3,636 164,997 7.3% 2.2% 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% |
| 2006 Directors P Amos P Wallace T Amos E Goodwin D Swift N Cairns (resigned 20/10/05) Executives N Streatfield B Lee D Small R Glasson R Caston R McCleery J Fitzpatrick |
Post employment benefits Share based payments Cash salary Cash Bonus Superannuation Options Total % Performance % Relating $ $ $ $ $ Related to Options 296,018 37,500 27,554 15,602 376,674 10.0% 4.1% 50,000 - - 9,799 59,799 0.0% 16.4% 30,000 - - - 30,000 0.0% 0.0% 30,000 - - - 30,000 0.0% 0.0% 30,000 - - - 30,000 0.0% 0.0% 12,500 - - - 12,500 0.0% 0.0% Short-term employment benefits |
|---|---|
| 448,518 37,500 27,554 25,401 538,973 7.0% 4.7% |
|
| 183,692 38,750 16,465 2,835 241,742 16.0% 1.2% 151,160 42,405 9,422 2,835 205,822 20.6% 1.4% 125,500 44,555 14,630 2,835 187,520 23.8% 1.5% 148,092 7,500 13,328 2,835 171,755 4.4% 1.7% 129,750 17,500 12,577 2,835 162,662 10.8% 1.7% 128,584 18,265 - 2,835 149,684 12.2% 1.9% 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% |
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AMBERTECH LIMITED ACN 079 080 158 DIRECTORS' REPORT
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; or
-
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
| Directors | |||
|---|---|---|---|
| Date Exercise Granted Start Finish Price 7/12/2004 7/12/2004 7/12/2009 $1.20 7/12/2004 30/09/2005 30/09/2010 $1.20 7/12/2004 30/09/2006 30/09/2011 $1.35 7/12/2004 30/09/2007 30/09/2012 $1.35 Unissued shares under option plan Exercise Period |
P Wallace 100,000 - - - |
P Amos 100,000 100,000 100,000 100,000 |
|
| 100,000 | 400,000 |
Executives
| Date Exercise Granted Start Finish Price 7/12/2004 7/12/2004 7/12/2009 $1.20 7/12/2004 31/12/2004 31/12/2009 $1.20 7/12/2004 31/03/2005 31/03/2010 $1.20 7/12/2004 30/06/2005 30/06/2010 $1.20 7/12/2004 30/09/2005 30/09/2010 $1.20 7/12/2004 31/12/2005 31/12/2010 $1.20 7/12/2004 31/03/2006 31/03/2011 $1.20 7/12/2004 30/06/2006 30/06/2011 $1.20 7/12/2004 30/09/2006 30/09/2011 $1.20 Unissued shares under option plan Exercise Period |
R Glasson 10,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 |
B Lee 10,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 |
N Streatfield 10,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 |
J Fitzpatrick 10,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 |
D Small 10,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 |
R Caston 10,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 |
R McCleery 10,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 |
|
|---|---|---|---|---|---|---|---|---|
| 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 |
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AMBERTECH LIMITED ACN 079 080 158 DIRECTORS' REPORT
REMUNERATION REPORT (continued)
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:
| Director P Wallace P Amos T Amos E Goodwin D Swift |
Ordinary Shares 100,000 4,275,343 5,484,625 2,883,556 2,933,556 |
Options over Ordinary Shares 100,000 400,000 - - - |
|---|---|---|
DIVIDENDS
Dividends paid or declared by the Company to members since the end of the previous financial year were:
| Dividend Type Record Date Payment Date |
**Centsper share ** | Franking % | Tax rate |
|---|---|---|---|
| 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:
| Board Meetings | Board Meetings | Audit Committee Meetings | Audit Committee Meetings | Nomination and Remuneration Committee |
Nomination and Remuneration Committee |
|
|---|---|---|---|---|---|---|
| Director | Attended | Held | Attended | Held | 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 |
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AMBERTECH LIMITED ACN 079 080 158 DIRECTORS' REPORT
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:
| Audit services PKF New South Wales firm Related practices of PKF New South Wales firm Audit or review of financial reports of subsidiary Total remuneration for audit services Non-audit services PKF New South Wales firm Related practices of PKF New South Wales firm Total remuneration for non-audit services Tax consulting and tax advice on share buy back and capital reduction Indirect taxation consulting and tax advice on customs Tax compliance services, including review of company income tax returns Audit and review of financial reports, and other work under the Corporations Act 2001. Tax compliance services, including review of company income tax returns |
2007 2006 $'000 $'000 148 113 10 10 158 123 20 63 18 19 - 16 6 8 44 106 Economic Entity |
2007 $'000 - - - - - - - - Parent |
2006 $'000 - - Entity |
|---|---|---|---|
| - | |||
| - - - - |
|||
| - |
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 10.
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AMBERTECH LIMITED ACN 079 080 158 DIRECTORS' REPORT
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.
Director:
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P F Wallace
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P A Amos
Dated this 31st day of August 2007. Sydney
9
==> picture [91 x 65] intentionally omitted <==
Auditors’ Independence Declaration
As lead auditor for the audit of Ambertech Limited for the year ended 30 June 2007, I declare that, to the best of my knowledge and belief, there have been:
-
i. no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
-
ii. no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Ambertech Limited and the entities it controlled during the year.
==> picture [65 x 48] intentionally omitted <==
PKF New South Wales Paul Bull Partner
Sydney 31 August 2007
PKF is a national association of independent chartered accounting and consulting firms, each trading as PKF. PKF Australia Ltd is also a member of PKF International, an association of legally independent chartered accounting and consulting firms.
Tel: 61 2 9251 4100 | Fax: 61 2 9240 9821 | www.pkf.com.au PKF | ABN 83 236 985 726 Level 10, 1 Margaret Street | Sydney | New South Wales 2000 | Australia DX 10173 | Sydney Stock Exchange | New South Wales
10
Liability limited by a scheme approved under Professional Standards Legislation
AMBERTECH LIMITED ACN 079 080 158 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.
11
AMBERTECH LIMITED ACN 079 080 158 CORPORATE GOVERNANCE STATEMENT
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.
12
AMBERTECH LIMITED
ACN 079 080 158
INCOME STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
| 2007 2006 Note $'000 $'000 Revenues 3 59,923 51,529 Cost of sales 4 (41,041) (34,142) Gross profit 18,882 17,387 Other income 3 498 2 Employee benefits expense 4 (9,466) (7,943) Distribution costs (714) (1,870) Marketing costs (1,480) (1,462) Premises costs (1,161) (972) Depreciation and amortisation expenses 4 (334) (338) Finance costs (513) (452) Other expenses (2,350) (2,197) Profit before income tax 4 3,362 2,155 Income tax expense 5 (787) (669) Profit attributable to the members of the parent entity 2,575 1,486 Earnings per share Basic earnings per share 25 8.4 4.8 Diluted earnings per share 25 8.4 4.8 Economic Entity |
2007 2006 $'000 $'000 4,000 1,000 - - 4,000 1,000 - - (225) (153) - - - - - - - - - (9) 157 (145) 3,932 693 264 92 4,196 785 Parent Entity |
2007 2006 $'000 $'000 4,000 1,000 - - 4,000 1,000 - - (225) (153) - - - - - - - - - (9) 157 (145) 3,932 693 264 92 4,196 785 Parent Entity |
|---|---|---|
| 1,000 - (153) - - - - (9) (145) |
||
| 693 92 |
||
| 785 | ||
The income statements are to be read in conjunction with the attached notes.
13
AMBERTECH LIMITED ACN 079 080 158 BALANCE SHEETS AS AT 30 JUNE 2007
| Note ASSETS CURRENT ASSETS Cash and cash equivalents 23 Trade and other receivables 6 Tax receivable Inventories 7 TOTAL CURRENT ASSETS NON-CURRENT ASSETS Other financial assets 8 Plant and equipment 10 Intangible assets 11 Deferred tax assets 5 TOTAL NON-CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables 12 Other financial liabilities 13 Provisions 14 TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Other financial liabilities 13 Provisions 14 TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Share Capital Reserves Retained earnings TOTAL EQUITY |
2007 2006 $'000 $'000 2,058 1,586 8,135 9,810 1,071 812 14,073 14,259 25,337 26,467 - - 730 954 2,970 2,970 473 498 4,173 4,422 29,510 30,889 6,396 7,585 3,002 5,102 821 747 10,219 13,434 4 35 666 552 670 587 10,889 14,021 18,621 16,868 11,190 11,265 198 24 7,233 5,579 18,621 16,868 Economic Entity |
2007 2006 $'000 $'000 13 44 9,651 6,362 1,043 787 - - 10,707 7,193 4,557 4,557 - - - - 416 449 4,973 5,006 15,680 12,199 781 574 - - - - 781 574 - - - - - - 781 574 14,899 11,625 11,190 11,265 139 65 3,570 295 14,899 11,625 Parent Entity |
2007 2006 $'000 $'000 13 44 9,651 6,362 1,043 787 - - 10,707 7,193 4,557 4,557 - - - - 416 449 4,973 5,006 15,680 12,199 781 574 - - - - 781 574 - - - - - - 781 574 14,899 11,625 11,190 11,265 139 65 3,570 295 14,899 11,625 Parent Entity |
|---|---|---|---|
| 7,193 | |||
| 4,557 - - 449 |
|||
| 5,006 | |||
| 12,199 | |||
| 574 - - |
|||
| 574 | |||
| - - |
|||
| - | |||
| 574 | |||
| 11,625 | |||
| 11,265 65 295 |
|||
| 11,625 |
The balance sheets are to be read in conjuntion with the attached notes.
14
AMBERTECH LIMITED AND CONTROLLED ENTITIES
ACN 079 080 158 STATEMENTS OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2007
| Balance as at 1 July 2005 Net exchange differences Net income/(expense) recognised directly in equity Profit for the year Total recognised income and expense for the period Transactions with equity holders: Shares bought back during the period Costs of share based payments Dividends Balance as at 30 June 2006 Net exchange differences Net income/(expense) recognised directly in equity Profit for the year Total recognised income and expense for the period Transactions with equity holders: Shares bought back during the period Costs of share based payments Dividends Balance as at 30 June 2007 Balance as at 1 July 2005 Net income/(expense) recognised directly in equity Profit for the year Total recognised income and expense for the period Transactions with equity holders: Shares bought back during the period Costs of share based payments Dividends Balance as at 30 June 2006 Net income/(expense) recognised directly in equity Profit for the year Total recognised income and expense for the period Transactions with equity holders: Shares bought back during the period Costs of share based payments Dividends Balance as at 30 June 2007 Parent Entity Economic Entity |
Share Capital Option Reserve Foreign Currency Translation Reserve Retained Earnings Total Equity $'000 $'000 $'000 $'000 $'000 11,270 20 103 5,945 17,338 - - (144) - (144) |
|---|---|
| - - (144) - (144) - - - 1,486 1,486 |
|
| - - (144) 1,486 1,342 (5) - - - (5) - 45 - - 45 - - - (1,852) (1,852) |
|
| (5) 45 - (1,852) (1,812) |
|
| 11,265 65 (41) 5,579 16,868 - - 100 - 100 |
|
| - - 100 - 100 - - - 2,575 2,575 |
|
| - - 100 2,575 2,675 (75) - - - (75) - 74 - - 74 - - - (921) (921) |
|
| (75) 74 - (921) (922) |
|
| 11,190 139 59 7,233 18,621 |
|
| 11,270 20 - 1,362 12,652 - - - - - - - - 785 785 |
|
| - - - 785 785 (5) - - - (5) - 45 - - 45 - - - (1,852) (1,852) |
|
| (5) 45 - (1,852) (1,812) |
|
| 11,265 65 - 295 11,625 - - - - - - - - 4,196 4,196 |
|
| - - - 4,196 4,196 (75) - - - (75) - 74 - - 74 - - - (921) (921) |
|
| (75) 74 - (921) (922) |
|
| 11,190 139 - 3,570 14,899 |
The statements of changes in equity are to be read in conjunction with the attached notes.
15
AMBERTECH LIMITED ACN 079 080 158 CASH FLOW STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007
| Note CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers and employees Interest received Interest and other costs of finance paid Income taxes paid Goods and services tax remitted Net cash provided by/(used in) operating activities 23 CASH FLOWS FROM INVESTING ACTIVITIES Payments for plant and equipment Repayment of loans by related parties Net cash provided by/(used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Dividends paid to shareholders Proceeds from borrowings Payments for shares bought back Repayment of borrowings Net cash provided by/(used in) financing activities Net increase/(decrease) in cash and cash equivalents held Cash and cash equivalents at beginning of year Effect of exchange rate changes on the balance of cash and cash equivalents held in foreign currencies at the beginning of the financial year. Cash and cash equivalents at end of year 23 |
2007 2006 $'000 $'000 67,249 54,208 (57,472) (48,914) 81 64 (509) (426) (1,455) (1,710) (4,636) (3,794) 3,258 (572) (113) (307) - - (113) (307) (921) (1,852) - 1,500 (75) (5) (1,696) (59) (2,692) (416) 453 (1,295) 1,586 2,930 19 (49) 2,058 1,586 Economic Entity |
2007 2006 $'000 $'000 - - (238) (252) - - - - - (96) - - (238) (348) - - 1,203 2,232 1,203 2,232 (921) (1,852) - - (75) (5) - - (996) (1,857) (31) 27 44 17 - - 13 44 Parent Entity |
2007 2006 $'000 $'000 - - (238) (252) - - - - - (96) - - (238) (348) - - 1,203 2,232 1,203 2,232 (921) (1,852) - - (75) (5) - - (996) (1,857) (31) 27 44 17 - - 13 44 Parent Entity |
|---|---|---|---|
| (348) | |||
| - 2,232 |
|||
| 2,232 | |||
| (1,852) - (5) - |
|||
| (1,857) | |||
| 27 17 - |
|||
| 44 |
The cash flow statements are to be read in conjunction with the attached notes.
16
AMBERTECH LIMITED ACN 079 080 158 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.
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 recognised in the financial report.
17
AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(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.
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.
18
AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(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:
| Class of Asset Plant and equipment Furniture and fittings Leasehold improvements Leased plant and equipment |
Useful life 3-8 years 3-8 years Term of the lease 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.
(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.
19
AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(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.
(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.
20
AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(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.
21
AMBERTECH LIMITED ACN 079 080 158 NOTES TO THE FINANCIAL STATEMENTS
| NOTE 3: REVENUE Revenue - Sale of goods and services - Interest received - Dividends received Other income - Net gain on disposal of plant and equipment - Net foreign currency gains (net loss in 2006, refer to note 4) NOTE 4: ITEMS INCLUDED IN PROFIT Additional information on the nature of expenses Inventories Cost of sales Write down of inventories to net realisable value Employee benefits expense Salaries and wages Employee termination expense Depreciation Plant and equipment Furniture and fittings Leasehold improvements Amortisation Leased plant and equipment Bad and doubtful debts Rental expense on operating leases: Minimum lease payments Net foreign currency losses (net gain in 2007, refer to note 3) |
2007 2006 $'000 $'000 59,842 51,465 81 64 - - 59,923 51,529 5 2 493 - 498 2 41,041 34,142 181 151 9,380 7,801 86 142 9,466 7,943 177 200 38 41 95 72 310 313 24 26 41 67 912 913 - 26 Economic Entity |
2007 2006 $'000 $'000 - - - - 4,000 1,000 4,000 1,000 - - - - - - - - - - 225 153 - - 225 153 - - - - - - - - - - - - - - - - Parent Entity |
2007 2006 $'000 $'000 - - - - 4,000 1,000 4,000 1,000 - - - - - - - - - - 225 153 - - 225 153 - - - - - - - - - - - - - - - - Parent Entity |
|---|---|---|---|
| 1,000 | |||
| - - |
|||
| - | |||
| - | |||
| - | |||
| 153 - |
|||
| 153 | |||
| - - - |
|||
| - | |||
| - | |||
| - | |||
| - | |||
| - |
22
AMBERTECH LIMITED ACN 079 080 158
NOTES TO THE FINANCIAL STATEMENTS
| NOTE 5: INCOME TAXES Major components of income tax expense Current income tax expense Overprovision in prior years Deferred taxes Income tax expense Accounting profit (loss) Tax effect of non deductible expenses - Entertainment - Other items Tax effect of non assessable income - Dividends Applicable tax rate Employee benefits deducted for tax purposes when paid Allowance for doubtful accounts Accrued expenses Share based payments Leased assets Unrealised foreign currency translation Reconciliation between income tax expense and prima facie tax on accounting profit (loss) Tax at 30% (2006:30%) Income tax expense Over provision for income tax in prior year The applicable tax rate is the national tax rate in Australia. Analysis of deferred tax assets |
2007 2006 $'000 $'000 994 689 (184) - (23) (20) 787 669 3,362 2,155 1,009 647 22 21 (60) - - - (184) 1 787 669 345 331 14 19 73 66 42 48 - 21 (1) 13 473 498 Economic Entity |
2007 2006 $'000 $'000 (47) (74) (184) - (33) (18) (264) (92) 3,932 693 1,180 208 - - (60) - (1,200) (300) (184) - (264) (92) 345 331 13 15 17 21 42 48 - 21 (1) 13 416 449 Parent Entity |
2007 2006 $'000 $'000 (47) (74) (184) - (33) (18) (264) (92) 3,932 693 1,180 208 - - (60) - (1,200) (300) (184) - (264) (92) 345 331 13 15 17 21 42 48 - 21 (1) 13 416 449 Parent Entity |
|---|---|---|---|
| (92) | |||
| 693 | |||
| 208 - - (300) - |
|||
| (92) | |||
| 331 15 21 48 21 13 |
|||
| 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.
23
AMBERTECH LIMITED ACN 079 080 158 NOTES TO THE FINANCIAL STATEMENTS
| NOTE 6: TRADE AND OTHER RECEIVABLES Current Trade accounts receivable Allowance for doubtful accounts Receivable from related parties (refer note 20) Other receivables Prepayments NOTE 7: INVENTORIES Current Finished goods at cost Stock in transit Provision for obsolesence NOTE 8: OTHER FINANCIAL ASSETS Non Current Investment in subsidiares - at cost (refer note 9) NOTE 9: CONTROLLED ENTITIES Entity Parent Entity - Ambertech Limited Subsidiaries of Ambertech Limited - Amber Technology Limited Subsidiaries of Amber Technology Limited - Alphan Pty Limited - Amber Technology (NZ) Limited Information concerning effective interest rate and credit risk is set out in note 24. |
2007 2006 $'000 $'000 7,670 9,521 (46) (60) 7,624 9,461 - - 117 132 394 217 8,135 9,810 12,628 12,807 1,634 1,603 14,262 14,410 (189) (151) 14,073 14,259 - - - - Australia New Zealand Incorporation Country of Australia Australia Economic Entity |
2007 2006 $'000 $'000 - - - - - - 9,651 6,362 - - - - 9,651 6,362 - - - - - - - - - - 4,557 4,557 4,557 4,557 2007 2006 100% 100% 100% 100% 100% 100% Percentage Owned Parent Entity |
|---|---|---|
24
AMBERTECH LIMITED ACN 079 080 158 NOTES TO THE FINANCIAL STATEMENTS
NOTE 10: PLANT AND EQUIPMENT
Non-Current
| Economic Entity Plant and equipment at cost Furniture and fittings at cost Leasehold improvements Leased plant and equipment Total plant and equipment Reconciliation of carrying amounts: 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 Economic Entity Balance at the beginning of the year Additions Disposals Depreciation expense Effect of change in foreign currency Carrying amount at the end of the year 2006 2007 |
2007 2006 $'000 $'000 1,701 1,635 355 350 596 509 11 155 2,663 2,649 Plant and Equipment $'000 369 24 84 (8) (177) 4 296 Plant and Equipment $'000 423 151 (5) (200) - 369 Gross Carrying Amount |
2007 2006 $'000 $'000 (1,405) (1,266) (238) (197) (284) (189) (6) (43) (1,933) (1,695) Furniture and Fittings Leasehold Improvements $'000 $'000 153 320 2 87 - - - - (38) (95) - - 117 312 Furniture and Fittings Leasehold Improvements $'000 $'000 149 289 43 103 - - (41) (72) 2 - 153 320 Accumulated depreciation |
2007 2006 $'000 $'000 296 369 117 153 312 320 5 112 730 954 Leased Plant and equipment Total $'000 $'000 112 954 - 113 - 84 (84) (92) (24) (334) 1 5 5 730 Leased Plant and equipment Total $'000 $'000 128 989 10 307 - (5) (26) (339) - 2 112 954 Net carrying amount |
2007 2006 $'000 $'000 296 369 117 153 312 320 5 112 730 954 Leased Plant and equipment Total $'000 $'000 112 954 - 113 - 84 (84) (92) (24) (334) 1 5 5 730 Leased Plant and equipment Total $'000 $'000 128 989 10 307 - (5) (26) (339) - 2 112 954 Net carrying amount |
|---|---|---|---|---|
| 954 | ||||
| Total $'000 954 113 84 (92) (334) 5 |
||||
| 730 | ||||
| Total $'000 989 307 (5) (339) 2 |
||||
| 954 |
The parent entity does not own any plant and equipment.
25
AMBERTECH LIMITED ACN 079 080 158 NOTES TO THE FINANCIAL STATEMENTS
| Economic | Entity | Parent | Entity | |
|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |
| $'000 | $'000 | $'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:
| 2007 Lifestyle Entertainment Professional 2006 Lifestyle Entertainment Professional |
Australia $'000 1,539 1,387 2,926 1,650 1,276 2,926 |
New Zealand $'000 - 44 44 - 44 44 |
Total $'000 1,539 1,431 |
|---|---|---|---|
| 2,970 | |||
| 1,650 1,320 |
|||
| 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.
26
AMBERTECH LIMITED ACN 079 080 158 NOTES TO THE FINANCIAL STATEMENTS
| NOTE 12: TRADE AND OTHER PAYABLES Current Trade accounts payable Other accounts payable Due to related parties (refer note 20) Amounts payable in foreign currencies: Trade accounts payable: - US Dollars - British Pound - Euro - Swiss Francs - New Zealand Dollars - Japanese Yen - Danish Kroner |
2007 2006 $'000 $'000 3,852 5,690 2,544 1,895 - - 6,396 7,585 1,486 2,474 580 55 362 321 191 160 40 47 6 - - 4 2,665 3,061 Economic Entity |
2007 2006 $'000 $'000 - - - - 781 574 781 574 - - - - - - - - - - - - - - - - Parent Entity |
2007 2006 $'000 $'000 - - - - 781 574 781 574 - - - - - - - - - - - - - - - - Parent Entity |
|---|---|---|---|
| 574 | |||
| - - - - - - - |
|||
| - |
NOTE 13: OTHER FINANCIAL LIABILITIES
| NOTE 13: OTHER FINANCIAL LIABILITIES | ||||
|---|---|---|---|---|
| Current Bills payable (a) Lease liability (b) Other loans (c) Non-Current Lease liability (b) |
3,000 2 - 3,002 4 |
4,850 43 209 5,102 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.
27
AMBERTECH LIMITED ACN 079 080 158 NOTES TO THE FINANCIAL STATEMENTS
| NOTE 14: PROVISIONS Current Service warranty Employee benefits Non Current Employee benefits Service Warranty Opening balance Additional provision recognised Reductions resulting from payments Closing balance NOTE 15: SHARE CAPITAL Movements during the year Opening balance Shares bought back during the year Closing balance Issued: Ordinary Shares fully paid (no par value) 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: |
2007 $'000 207 614 821 666 206 168 (167) 207 Economic |
2006 $'000 206 541 747 552 223 160 (177) 206 Entity |
2007 2006 $'000 $'000 - - - - - - - - - - - - - - - - 2007 2006 30,708,305 30,853,305 30,853,305 30,863,000 (145,000) (9,695) 30,708,305 30,853,305 No. Shares Parent Entity |
2007 2006 $'000 $'000 - - - - - - - - - - - - - - - - 2007 2006 30,708,305 30,853,305 30,853,305 30,863,000 (145,000) (9,695) 30,708,305 30,853,305 No. Shares Parent Entity |
|---|---|---|---|---|
| 30,863,000 (9,695) |
||||
| 30,853,305 |
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.
28
AMBERTECH LIMITED ACN 079 080 158
NOTES TO THE FINANCIAL STATEMENTS
| NOTE 16: RESERVES Foreign currency translation reserve (a) Share based payments reserve (b) |
2007 2006 $'000 $'000 59 (41) 139 65 198 24 Economic Entity |
2007 $'000 - 139 139 Parent |
2006 $'000 - 65 Entity |
|---|---|---|---|
| 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 Payable: Not later than 1 year Later than 1 year but not later than 5 years Minimum lease payments Less future finance charges Operating lease commitments Payable: Not later than 1 year Later than 1 year but not later than 5 years Later than 5 years Minimum lease payments |
2 5 7 (1) 6 770 4,049 - 4,819 |
51 33 84 (6) 78 747 3,648 836 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:
- Bank guarantees by Amber Technology Limited in respect of various property lease rentals
| 257 257 |
193 193 |
- - |
- |
|---|---|---|---|
| - |
No material losses are anticipated in respect of any of the above contingent liabilities.
29
AMBERTECH LIMITED ACN 079 080 158 NOTES TO THE FINANCIAL STATEMENTS
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.
| Transactions between related parties - Current receivables from subsidiaries - Current payables to subsidiaries |
2007 2006 $'000 $'000 - - - - Economic Entity |
2007 2006 $'000 $'000 9,651 6,362 781 574 Parent Entity |
2007 2006 $'000 $'000 9,651 6,362 781 574 Parent Entity |
|---|---|---|---|
| 574 |
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
| Summary - Short term employee benefits - Post employment benefits - Share based payments |
2007 2006 $'000 $'000 1,549 1,652 162 105 55 45 1,766 1,802 Economic Entity |
2007 2006 $'000 $'000 1,422 1,481 162 105 55 45 1,639 1,631 Parent Entity |
2007 2006 $'000 $'000 1,422 1,481 162 105 55 45 1,639 1,631 Parent Entity |
|---|---|---|---|
| 1,631 |
Key management personnel
Name Position Name Position 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.
30
AMBERTECH LIMITED ACN 079 080 158 NOTES TO THE FINANCIAL STATEMENTS
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.
| 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 |
2007 2006 950,000 950,000 950,000 950,000 850,000 715,000 Number of Options over Ordinary Shares |
2007 2006 950,000 950,000 950,000 950,000 850,000 715,000 Number of Options over Ordinary Shares |
|---|---|---|
| 950,000 | ||
| 715,000 |
Set out below are summaries of options granted under the plan:
| Date Exercise Balance at start of Granted Start Finish Price year Consolidated and parenty entity 2007 7/12/2004 7/12/2004 7/12/2009 $1.20 270,000 7/12/2004 31/12/2004 31/12/2009 $1.20 35,000 7/12/2004 31/03/2005 31/03/2010 $1.20 135,000 7/12/2004 30/06/2005 30/06/2010 $1.20 35,000 7/12/2004 30/09/2005 30/09/2010 $1.20 135,000 7/12/2004 31/12/2005 31/12/2010 $1.20 35,000 7/12/2004 31/03/2006 31/03/2011 $1.20 35,000 7/12/2004 30/06/2006 30/06/2011 $1.20 35,000 7/12/2004 30/09/2006 30/09/2011 $1.35 135,000 7/12/2004 30/09/2007 30/09/2012 $1.35 100,000 950,000 Weighted average exercise price $1.23 Exercise Period |
Granted during the year - - - - - - - - - - - |
Balance at end of year 270,000 35,000 135,000 35,000 135,000 35,000 35,000 35,000 135,000 100,000 950,000 $1.23 |
Exercisable at end of year 270,000 35,000 135,000 35,000 135,000 35,000 35,000 35,000 135,000 - |
|---|---|---|---|
| 850,000 | |||
| $1.23 |
Weighted average exercise price
31
AMBERTECH LIMITED ACN 079 080 158 NOTES TO THE FINANCIAL STATEMENTS
NOTE 21: SHARE BASED PAYMENT ARRANGEMENTS (continued)
| Date Exercise Balance at start of Granted during Granted Start Finish Price year the year Consolidated and parenty entity 2006 7/12/2004 7/12/2004 7/12/2009 $1.20 270,000 - 7/12/2004 31/12/2004 31/12/2009 $1.20 35,000 - 7/12/2004 31/03/2005 31/03/2010 $1.20 135,000 - 7/12/2004 30/06/2005 30/06/2010 $1.20 35,000 - 7/12/2004 30/09/2005 30/09/2010 $1.20 135,000 - 7/12/2004 31/12/2005 31/12/2010 $1.20 35,000 - 7/12/2004 31/03/2006 31/03/2011 $1.20 35,000 - 7/12/2004 30/06/2006 30/06/2011 $1.20 35,000 - 7/12/2004 30/09/2006 30/09/2011 $1.35 135,000 - 7/12/2004 30/09/2007 30/09/2012 $1.35 100,000 - 950,000 - Weighted average exercise price $1.23 2007 2006 Fair value of options granted Share options granted during the year: $0.69 $0.43 - share price at grant date $0.87 $0.87 - weighted average exercise price $1.22 $1.20 - option life 5yrs 5yrs - risk-free interest rate 6.0% 5.8% - expected dividend yield 2.0% 2.0% - expected volatility 71.4% 71.4% Fair value was measured using the Black- Scholes option pricing model. Inputs to that model was as follows: Weighted average fair value at measurement date Economic Entity Exercise Period |
Balance at end of year 270,000 35,000 135,000 35,000 135,000 35,000 35,000 35,000 135,000 100,000 950,000 $1.23 2007 $0.69 $0.87 $1.22 5yrs 6.0% 2.0% 71.4% Parent |
Exercisable at end of year 270,000 35,000 135,000 35,000 135,000 35,000 35,000 35,000 - - |
|---|---|---|
| 715,000 | ||
| $1.20 | ||
| 2006 $0.43 Entity |
||
| $0.87 | ||
| $1.20 | ||
| 5yrs | ||
| 5.8% | ||
| 2.0% | ||
| 71.4% |
Expected volatility was determined wholly on the basis of historical volatility.
32
AMBERTECH LIMITED ACN 079 080 158 NOTES TO THE FINANCIAL STATEMENTS
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.
| Revenue - Sales to external customers - Inter-segment sales Total sales revenue Result - Segment result - - Net interest - - Income tax expense - Profit for the year Assets - Segment Assets - Unallocated/corporate assets - Total assets Liabilities - Segment Liabilities - Unallocated/corporate liabilities - Total liabilities Other - - - - - - cash expenses Depreciation and amortisation of segment assets Unallocated depreciation and amortisation Other non-cash expenses Unallocated/corporate result Profit before income tax Acquisition of non current segment assets Unallocated/corporate assets |
2007 2006 $'000 $'000 32,277 23,383 1,088 1,770 33,365 25,153 2,825 1,051 8,883 7,516 2,545 4,905 - - - - - - Professional |
2007 2006 $'000 $'000 27,565 28,082 - - 27,565 28,082 873 1,815 11,216 16,652 638 785 - - - - - - Lifestyle Entertainment |
2007 2006 $'000 $'000 - - (1,088) (1,770) (1,088) (1,770) - - - - - - - - - - - - Eliminations |
2007 2006 $'000 $'000 59,842 51,465 - - 59,842 51,465 3,698 2,866 96 (323) 3,794 2,543 (432) (388) 3,362 2,155 (787) (669) 2,575 1,486 20,099 24,168 9,411 6,721 29,510 30,889 3,183 5,690 7,706 8,331 10,889 14,021 - - 113 307 113 307 - - 334 338 334 338 - - - 14 - 14 Economic Entity |
2007 2006 $'000 $'000 59,842 51,465 - - 59,842 51,465 3,698 2,866 96 (323) 3,794 2,543 (432) (388) 3,362 2,155 (787) (669) 2,575 1,486 20,099 24,168 9,411 6,721 29,510 30,889 3,183 5,690 7,706 8,331 10,889 14,021 - - 113 307 113 307 - - 334 338 334 338 - - - 14 - 14 Economic Entity |
|---|---|---|---|---|---|
| 51,465 | |||||
| 2,866 (323) |
|||||
| 2,543 (388) |
|||||
| 2,155 (669) |
|||||
| 1,486 | |||||
| 24,168 6,721 |
|||||
| 30,889 | |||||
| 5,690 8,331 |
|||||
| 14,021 | |||||
| - 307 |
|||||
| 307 | |||||
| - 338 |
|||||
| 338 | |||||
| - 14 |
|||||
| 14 |
33
AMBERTECH LIMITED ACN 079 080 158 NOTES TO THE FINANCIAL STATEMENTS
NOTE 22: SEGMENT REPORTING (continued)
Secondary reporting - Geographical Segments
| Geographical Location - Australia - New Zealand |
2007 2006 $'000 $'000 57,076 47,930 2,766 3,535 59,842 51,465 Segment Revenues from Sales to External Customers |
2007 2006 $'000 $'000 28,158 29,692 1,352 1,197 29,510 30,889 Carrying Amount of Segment Assets |
2007 2006 $'000 $'000 113 281 - 26 113 307 Acquisition of Non- Current Assets |
2007 2006 $'000 $'000 113 281 - 26 113 307 Acquisition of Non- Current Assets |
|---|---|---|---|---|
| 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.
34
AMBERTECH LIMITED ACN 079 080 158 NOTES TO THE CASH FLOW STATEMENTS
| 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 At call deposits with financial institutions (ii) Reconciliation of net cash provided by/(used in) operating activities to profit or loss after income tax Profit for the year Depreciation and amortisation Net (gain) on disposal of plant and equipment Borrowing expenses Net exchange differences Non-cash share based payments Changes in operating assets and liabilities (Increase)/Decrease in accounts receivable (Increase)/Decrease in prepayments (Increase)/Decrease in inventories (Increase) in tax receivable Increase/(Decrease) in payables Increase in provisions Decrease in deferred taxes Net cash provided by/(used in) operating activities |
2007 2006 $'000 $'000 4 3 2,054 1,583 2,058 1,586 2,575 1,486 334 338 (5) (2) 4 20 (350) 26 74 45 1,852 (1,773) (177) 40 186 (1,744) (259) (1,101) (1,189) 1,967 188 95 25 31 3,258 (572) Economic Entity |
2007 2006 $'000 $'000 - - 13 44 13 44 4,196 785 - - - - - 9 - - 74 45 (4,492) (781) - - - - (256) (999) 207 574 - - 33 19 (238) (348) Parent Entity |
2007 2006 $'000 $'000 - - 13 44 13 44 4,196 785 - - - - - 9 - - 74 45 (4,492) (781) - - - - (256) (999) 207 574 - - 33 19 (238) (348) Parent Entity |
|---|---|---|---|
| 44 | |||
| 785 - - 9 - 45 (781) - - (999) 574 - 19 |
|||
| (348) |
NOTE 23: CASH FLOW INFORMATION
(iii) Non Cash Financing and Investing Activities
There were no non-cash financing or investing activities during the financial year.
35
AMBERTECH LIMITED ACN 079 080 158 NOTES TO THE FINANCIAL STATEMENTS
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.
| 2007 Economic Entity Financial Assets Cash and cash equivalents Trade and other receivables Total Financial Assets Range of effective interest rates Financial Liabilities Trade and other payables Bills payable Lease liabilities Total Financial Liabilities Range of effective interest rates 2006 Economic Entity Financial Assets Cash and cash equivalents Trade and other receivables Total Financial Assets Range of effective interest rates Financial Liabilities Trade and other payables Bills payable Other loans Lease liabilities Total Financial Liabilities Range of effective interest rates |
Non- Interest Bearing $'000 4 8,135 8,139 6,396 - - 6,396 3 9,810 9,813 7,585 - - - 7,585 |
Fixed Interest Maturing | Fixed Interest Maturing | More than 5 years $'000 - - - - - - - - - - - - - - - |
Floating Interest $'000 2,054 - 2,054 4.8 to 5.2% - - - - 1,583 - 1,583 4.8 to 5.2% - - - - - |
Total $'000 2,058 8,135 |
|
|---|---|---|---|---|---|---|---|
| Within 1 Year $'000 - - - - 3,000 2 3,002 6.4 to 6.9% - - - - 4,850 209 43 5,102 6.4 to 6.5% |
1 to 2 years $'000 - - - - - 4 4 10.3 to 14.3% - - - - - - 35 35 10.3 to 14.3% |
2 to 5 years $'000 - - - - - - - - - - - - - - - |
|||||
| 10,193 | |||||||
| 6,396 3,000 6 |
|||||||
| 9,402 | |||||||
| 1,586 9,810 |
|||||||
| 11,396 | |||||||
| 7,585 4,850 209 78 |
|||||||
| 12,722 | |||||||
36
AMBERTECH LIMITED ACN 079 080 158 NOTES TO THE FINANCIAL STATEMENTS
NOTE 24: FINANCIAL INSTRUMENTS; INTEREST AND CREDIT RISK EXPOSURE (continued)
Credit Risk Exposure
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date of recognised financial assets is the carrying amount of those assets, net of any provisions for doubtful debts, as disclosed in the balance sheet and notes to the financial statements.
The economic entity does not have any material credit risk exposure to any single debtor or group of debtors.
| NOTE 25: EARNINGS PER SHARE Basic earnings per share (cents) Weighted average number of ordinary shares (number) Earnings used to calculate basic earnings per share ($) Diluted earnings per share (cents) Weighted average number of ordinary shares (number) Earnings used to calculate diluted earnings per share ($) |
2007 2006 8.4 4.8 30,713,896 30,862,893 2,575,000 1,486,000 8.4 4.8 30,713,896 30,862,893 2,575,000 1,486,000 Economic Entity |
2007 2006 8.4 4.8 30,713,896 30,862,893 2,575,000 1,486,000 8.4 4.8 30,713,896 30,862,893 2,575,000 1,486,000 Economic Entity |
|---|---|---|
| 30,862,893 | ||
| 1,486,000 | ||
| 4.8 | ||
| 30,862,893 | ||
| 1,486,000 |
(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.
| Commercial Bill Facility | Used Unused $'000 $'000 3,000 2,200 2007 |
Used Unused $'000 $'000 4,850 350 2006 |
|---|---|---|
37
AMBERTECH LIMITED ACN 079 080 158 NOTES TO THE FINANCIAL STATEMENTS
| 2007 2006 $'000 $'000 NOTE 27: AUDITORS' REMUNERATION 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 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 Economic Entity During the year the following fees were paid or payable for services provided by the auditor of the parent and its related practices: 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. |
2007 2006 $'000 $'000 - - - - - - - - - - - - - - - - Parent Entity |
2007 2006 $'000 $'000 - - - - - - - - - - - - - - - - Parent Entity |
|---|---|---|
| - | ||
| - - - - |
||
| - | ||
NOTE 28: DIVIDEND FRANKING CREDITS
| 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 | ||
| 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 ACN 079 080 158 DIRECTORS' DECLARATION
In the directors' opinion:
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a. the financial statements and notes are in accordance with the Corporations Act 2001, including:
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(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
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(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.
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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.
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c. the audited remuneration disclosures set out in the directors report comply with Accounting Standard AASB 124 Related Party Disclosures and the Corporations Regulations 2001.
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.
Director:
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P F Wallace
Director:
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P A Amos
Dated this 31st day of August 2007. Sydney
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INDEPENDENT AUDITOR’S REPORT
To the members of Ambertech Limited
Report on the financial report and AASB 124 remuneration disclosures contained in the directors’ report
We have audited the accompanying financial report of Ambertech Limited (the company), which comprises the balance sheet as at 30 June 2007, and the income statement, statement of changes in equity and cash flow statement for the year ended on that date, a summary of significant accounting policies and other explanatory notes and the directors’ declaration of the company and the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.
We have also audited the remuneration disclosures contained in the directors’ report. As permitted by the Corporations Regulations 2001 , the company has disclosed information about remuneration of directors and executives (‘remuneration disclosures’) required by accounting standard AASB 124 Related Party Disclosures , under the heading “remuneration report” in pages 3 to 7 of the directors’ report and not in the financial report.
Directors’ responsibility for the financial report and AASB 124 remuneration disclosures contained in the directors’ report
The directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 . This responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
The directors of the company are also responsible for the remuneration disclosures contained in the directors’ report.
Auditor’s responsibility
Our responsibility is to express an opinion on the financial report and the remuneration disclosures contained in the directors’ report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. Our responsibility is to also express an opinion on the remuneration disclosures contained in the directors’ report based on our audit .
PKF is a national association of independent chartered accounting and consulting firms, each trading as PKF. PKF Australia Ltd is also a member of PKF International, an association of legally independent chartered accounting and consulting firms.
Tel: 61 2 9251 4100 | Fax: 61 2 9240 9821 | www.pkf.com.au PKF | ABN 83 236 985 726 Level 10, 1 Margaret Street | Sydney | New South Wales 2000 | Australia DX 10173 | Sydney Stock Exchange | New South Wales
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Liability limited by a scheme approved under Professional Standards Legislation
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An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report and the remuneration disclosures contained in the directors’ report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report and the remuneration disclosures contained in the directors’ report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report and the remuneration disclosures in the directors' report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 .
Auditor’s opinion on the financial report
In our opinion, the financial report of Ambertech Limited is in accordance with the Corporations Act 2001 , including:
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(a) giving a true and fair view of the company’s and consolidated entity’s financial position as at 30 June 2007 and of their performance for the year ended on that date; and
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(b) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001 .
Auditor’s opinion on the AASB 124 remuneration disclosures contained in the directors’ report
In our opinion the remuneration disclosures that are contained in pages 3 to 7 of the directors’ report comply with Accounting Standard AASB 124.
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PKF New South Wales
Paul Bull Partner
Sydney 31 August 2007
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