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AMBERTECH LIMITED — Annual Report 2024
Oct 8, 2024
64378_rns_2024-10-08_032a1232-a7a1-43a4-badc-20e0fbfd5a6a.pdf
Annual Report
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MISSION STATEMENT
Ambertech Limited is an acknowledged leader in the identification, supply and distribution of advanced technologies for the Professional and Consumer audio/visual markets within the Oceania region.
Our purpose is to add significant operational value by developing and strengthening customer relationships, expanding horizons of opportunity and delivering strong and continuous financial growth to stake holders through our proven ability to integrate, implement and commercialise existing and emerging technologies.
CONTENTS
AMO Chair Letter ........................................................................... 4 Managing Director AND COO Letter (Review of operations) .... 6 Business Unit Updates .....................................................................7 Our Business ................................................................................... 9 Our Brands ................................................................................... 10 Financial Report ............................................................................ 15 Shareholders Information ............................................................ 70 Corporate Directory .................................................................... 72
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AMO CHAIR LETTER (CONTINUED)
AMO CHAIR LETTER
Dear Shareholders,
I am pleased to present our Annual Report for the financial year ending 30 June 2024 (FY24). This year has been marked by both significant achievements and challenges that have shaped our performance. Pleasingly we were able to deliver top-line growth, despite navigating economic and industry challenges.
Our growth in revenue for the year reflects our strategic focus on market expansion. The Company delivered a 13% increase in revenue in the financial year to $95.5 million (FY23: $84.2 million), this was underpinned by organic growth across all three of our business segments.
Ambertech has significant experience in the distribution of high-technology audio visual, broadcast and communication solutions. Over our 35-years’ experience we have come to be known as an industry authority across the markets in which we operate. Our leading market position was demonstrated with significant new project wins during the financial year, including delivering SSL consoles to the Opera House whilst continuing the roll out of Silvus mesh radio solutions for a number of defence and law enforcement based customers.
As we move forward, we are focused on leveraging our leading industry position to drive growth. Our strategy includes optimising our dealer networks, enhancing project execution, and maintaining financial discipline to navigate the current market dynamics. The delays in projects observed in FY24 are expected to commence in FY25.
Both management and the Board are committed to refining our growth strategy, especially, in areas where expectations were not met. As we head into the 2025 financial year we are positive on our ability to produce improved results, however are cognisant that external headwinds remain in the short-term.
We are grateful for your continued support and confidence in Ambertech. Together, we will build on our strengths, overcome challenges, and pursue new opportunities to drive sustainable growth for our Company.
On behalf of the board of Ambertech, thank you for your ongoing commitment.
Yours sincerely,
Peter Wallace
The second half of the financial year presented notably tougher operating conditions. Specifically, our dealer networks faced increased pressures, and we experienced delays in several key project milestones. These issues impacted full-year Earnings Before Interest Tax Depreciation and Amortisation (EBITDA) and Net Profit After Tax (NPAT). Despite these hurdles, our team’s resilience and adaptability have been critical in navigating these complexities.
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EBITDA for the year was $4.7 million, reflecting a 4% decrease on the prior corresponding period (pcp) (FY23: $4.9 million). This decline is attributable to a mismatch in costs, project delays and the execution of an inventory management plan and pricing adjustments. In which the Company cleared older stock to make room for new higher margin models in the second half of the year.
Additionally, our NPAT fell by 26% to $1.4 million (FY23: $1.9 million). While these figures represent a downturn from our previous performance, they are set against a backdrop of the challenging operating environment.
On a positive note, our strong operating cash flow has allowed us to make significant strides in reducing debt. This financial stability has enabled us to maintain a robust dividend payout ratio of 82%, reflecting our commitment to delivering value to our shareholders even in a challenging year.
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MANAGING DIRECTOR AND COO LETTER (REVIEW OF OPERATIONS)
We have continued to solidify our position as a leading authority in many of the technology and distribution markets we serve. Our ongoing commitment to innovation, quality, and customer satisfaction has reinforced our competitive edge and industry reputation. This has been pivotal in maintaining our market leadership and expanding our influence across diverse sectors throughout FY24.
As we reflect on the 2024 financial year, we are pleased to present a comprehensive overview of our company’s performance and strategic initiatives. Our commitment to excellence in distributing leading audio-visual technology and communication solutions has steered us through both the achievements and challenges presented in FY24.
This year, we experienced significant revenue growth, delivering $95.5 million in revenue a 13.3% increase on previous corresponding period (pcp) (FY23: $84.2 million). All three segments of the business delivered top-line growth. The Integrated Solutions segment delivered an impressive $47.3 million in revenue, an increase of 8.5% compared to FY23. Retail delivered a 13.1% increase, with $12.9 million in revenue; while the Professional segment achieved $35.2 million of revenue, marking a strong 20.5% increase on pcp.
The growth achieved across all three divisions highlights the resilience of Ambertech’s business, as FY24 presented tougher trading conditions with ongoing pricing pressures and continued softening in discretionary spend.
Despite a difficult backdrop, the Company continued to invest in marketing efforts, with increased participation across trade and dealer events to drive new business wins and strengthen existing relationships. These efforts impacted EBITDA, which decreased by 4% to $4.7 million. Constant interaction with distributors and partners at events provides critical collaboration allowing the business to identify market gaps and adjust Ambertech’s offering.
Over the year there was a divergence between sales and costs which were impacted by the implementation of strategies to inventory and pricing. The plan saw the clearance of older stock at more favourable prices, specifically within the retail segment of the business; this impacted gross profit margins, reducing FY24 margins to 33% from 34% in FY23. However, the plan supported the ability to sell higher margin newer models towards the latter half of the year and is expected to add incremental benefit in FY25. FY24 NPAT declined by 26% to $1.4 million.
BUSINESS UNIT UPDATES
Ambertech’s Integrated Solutions segment demonstrated resilience despite some market softness. Integrated Solutions achieved growth within its dealer market and increased customer engagement. The segment benefited from a customer summit, which enhanced in-market engagements fortifying relationships and boosting customer support through training and certification programs.
This segment achieved significant expansion during the year in both its product portfolio and move into new verticals. The segment introduced innovative brands such as Amadeus Acoustics (ground-breaking electro-acoustic systems) and Holoplot (pro-audio technology and software suite), along with establishing a master distributor relationship with AVer (global video solution provider for education and business), positioning the division well for market share expansion.
The addition of Australian distribution rights for ABB (a prominent global leader in technology electrification and automation) and Zenitel (world leading provider of Intelligent Critical Communication Solutions) broadened out the customer categories for the Integrated Solutions segment and added value to integration channels.
Despite a strong start to FY24, tougher trading conditions in the second half of the year impacted performance of the Retail segment. Retail was most impacted by a reduction in consumer discretionary spending, affecting the buying habits of the electronics retailers.
Overall, the Retail segment is witnessing longer manufacturing lead-times on products which can impact the group’s ability to deliver on marketing plans with retail partners. The team has been focussed on optimising inventory holdings to offset this risk; however, this can occasionally lead to margin degradation across the channel through product obsolescence.
Even amid market volatility the retail group observed positive sales growth, driven by products that resonated with consumer demands, such as value and lifestyle inspired designs. We are optimistic about the potential for improved consumer sentiment and continue to enhance our retail experience by aligning the segment with innovative and technology leading brands. The business remains well positioned to take advantage of a revitalisation of consumer sentiment.
Although the Professional segment of the business encountered delays with deferrals in projects impacting revenue, it was able to reach $35.2 million in FY24. Importantly,
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BUSINESS UNIT UPDATES (CONTINUED)
OUR BUSINESS
Our business segments operate across both the Australian and New Zealand markets.
technical hurdles that have slowed a large key project with the Network Ten are being addressed, with further milestones expected to be achieved in FY25. This project is expected to provide a subscription revenue uplift over the next five years. Notably the segment continues to pursue project opportunities, and the key activities and milestones delayed in FY24 are expected to commence in FY25.
In FY24 the segment had a significant contribution from the delivery of SSL mixing consoles to the Sydney Opera House along with continued growth in mixing consoles into music recording studios. The segment observed ongoing strong demand from the premium and new Musical Instrument brands.
The Professional segment expects significant growth in the Defence Tactical Communications space based on ongoing success in this area and the general adoption of technologies.
Across the business we successfully onboarded top industry talent to support growth and enhance service quality, while simultaneously investing in technology, upskilling, and process improvements, including a new CRM system, to enhance the Company’s operational capabilities.
Despite the external challenges faced during FY24 each of Ambertech’s business segments demonstrated resilience and adaptability in navigating these complexities and the Company’s success reflects the broader team’s strategic focus on market expansion and operational efficiency.
OUTLOOK
As we move into FY25, we anticipate both opportunities and challenges. The postCOVID recovery has generated increased demand for AV solutions, particularly in corporate, education, and high-end residential markets. However, supply chain constraints and project delays may continue to impact our operations.
We remain focused on leveraging our strong vendor relationships and investing in technology and talent to drive future growth. Our continued success is dependent on our ability to drive participation in key sales periods with retail partners and as such will continue to invest in our attendance at targeted events and expos.
This can be observed in the Media Systems market of the Professional segment. This segment continues to garner support and software subscription revenues aligned with changing manufacturers’ business models. As more technology suppliers move with customer needs of cloud and hybrid technology delivery, so does Ambertech’s response to managing customer expectations, creating greater trust and incumbency at sites via our technical services team.
Our strategic focus on expanding into new verticals and enhancing our market position through targeted investments will be crucial as we navigate an evolving competitive landscape. We continue to evaluate and explore new channels for our brand partners across all of Ambertech’s categories.
We are committed to maintaining our momentum and delivering value to our shareholders through strategic growth and operational excellence.
INTEGRATED SOLUTIONS SEGMENT
Supporting our dealer network with world class product solutions and support.
Residential installations
Audio visual and infrastructure brands for home cinema, multi room AV and more.
CommeRCial installations
Audio visual and infrastructure brands for commercial custom installation projects.
speCialist Hi Fi
Renowned hi-fidelity brands for personal audio devices, advanced home audio components and digital accessories.
PROFESSIONAL SEGMENT
Supporting a strong dealer network and a range of media and communications users with world class product solutions and ongoing support including SaaS.
media systems
From content creation and acquisition, delivery, processing and asset management, Amber Technology can offer turnkey packages for creating, delivering and managing all types of media content.
deFenCe, law enFoRCement and seCuRity
Specialised data communications and video technology for defence, law enforcement and security.
pRoFessional pRoduCts
Amber’s Professional Products group has a strong reputation as a preferred supplier of high technology equipment for live sound in many different industry segments, including touring artists, live stage shows, film and television productions, broadcast news and sports, through to smaller sound installations in education facilities, houses of worship and smaller venues.
musiCal instRuments
Guitars, instrument and music technology for musicians of all levels.
RETAIL SEGMENT
Our focus is on offering a comprehensive selection of high end audio visual and accessory brands for end users.
The Major Retail division works with home electronics retailers nationally, mass market retail chains and independent specialist outlets to supply home entertainment solutions for consumers in the residential market.
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OUR BRANDS
ABB Dell EMC LP Morgan Silvus Technologies AC Infinity Denon Pro Mark Levinson Solid State Logic Accent Visual Digital Projection MP Antennas Sonance Acrovista DPA Microphones NAD Electronics Sonitus Advanced Network Duesenberg Neutrik South West Antenna Telemetry Dynaudio Professional Newline Interactive Spectra Logic Aja Embrionix Newtek Strymon Amadeus Acoustics Emotion Systems Nexidia Teenage Engineering Ambertec Cables Embrace NTi Audio Telestream Araknis EVS Ochno Triad Systems Arista Framus Guitars One For All Troll Systems Ateme GB Labs Optoma UXV Technologies Australian Monitor Grandview Screens Pakedge Van Damme Autoscript Haivision Panasonic Videssence AVer Harrison Audio Peplink Vinten Avid HDAnywhere Peterson Vipranet Barix Holoplot Philips Projection Walla Walla Guitars BATS Wireless Hotone Plura Wampler BirdDog ICE Cables Primacoustic Warwick Basses Black Box iPort Pro Control Wasabi Black Mountain ISO Acoustics PSB Speakers Wattbox Blue Sky Mast James Loudspeaker Radial Engineering Well AV Blue Lucy James Tyler Guitars Rean Williams AV Bluesound Jays Renkus Heinz WolfVision Bluesound Professional JBL Revel Woody Technologies Breedlove JBL Synthesis Robosen WyreStorm Canare JTS Microphones Rockboard Xilica Audio Design Chiayo Electronics KASTA Rock-n-Roller Yamaha Revolabs Cioks LEA Professional Roland Zenitel CP Cases Liberty AV RTI David Horn Communications Litepanels Sadowsky Guitars
ABB
AC Infinity Accent Visual
Acrovista
Advanced Network Telemetry
Aja
Amadeus Acoustics
Ambertec Cables
Araknis
Arista
Ateme
Australian Monitor
Autoscript
AVer Avid
Breedlove Canare Chiayo Electronics Cioks CP Cases David Horn Communications
SOME NEW PRODUCTS
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HOLOPLOT
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ROBOSEN
DUESENBERG
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AMBER MOMENTS
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INTEGRATE 2024, SYDNEY
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AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024
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AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 DIRECTORS’ REPORT
AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 DIRECTORS’ REPORT
The directors present their report together with the financial statements of the consolidated entity consisting of Ambertech Limited and its controlled entities, ("company" or "consolidated entity" or "economic entity") for the year ended 30 June 2024 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 during the whole of the financial year and up to the date of this report unless otherwise stated.
Information on directors
Peter Francis Wallace
Chairman - Non Executive Director
Member of the Audit and Risk Management Committee and Member of the Remuneration and Nomination 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 been a non-executive director of over 30 groups of companies.
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 Chartered Accountants Australia and New Zealand, 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
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 Ambertech Limited, until it was sold in the mid 1990s.
Santo Carlini
Non-Executive Director
Mr Santo Carlini was appointed to the Board as a Non-Executive Director effective 1 March 2020.
Mr Carlini brings to the Ambertech Board key Audio-Visual industry experience in the major professional and installation market segments, with over 20 years dedicated to achieving the best product and service outcomes for customers. Mr Carlini is General Manager at WES Alliance Pty Ltd (WES). The company was founded in 1984 and since 1995 he has successfully grown, first as part of the team and then as General Manager, the WES business from a specialist supplier of Electronic Parts to a leading supplier of audio, visual products and solutions to the domestic and commercial installation market.
Mr Carlini has strong international products and supply experience. This expertise has been built from a business need to match the continuous domestic market demands by sourcing products from around the world that are the best fit audio and visual products to meet the demands of the competitive and evolving Australian marketplace.
Janine Rolfe
Non-Executive Director
Chair of the Remuneration and Nomination Committee
Janine Rolfe was appointed to the Board as an Non-Executive Director effective 18 September 2023.
Ms Rolfe brings over two decades of legal, governance and management experience across multiple sectors, including highly regulated industries and complex global businesses.
Ms Rolfe is a professional non-executive director and currently sits on the boards of Cynata Therapeutics Limited (ASX:CYP) and Cloudwerx Holdings Pty Limited. Ms Rolfe is also a Commissioner for the NSW Independent Casino Commission, a statutory authority.
Previously, Ms Rolfe was General Counsel & Company Secretary of Link Administration Holdings Limited. Prior to that, Ms Rolfe founded the boutique governance consultancy, Company Matters Pty Limited, and worked both as in-house counsel at Qantas and in private practice at Mallesons Stephen Jaques (now King & Wood Mallesons).
Ms Rolfe is a member of the Australian Institute of Company Directors (AICD) and has a Bachelor of Economics and Bachelor of Laws (Honours) from the University of Sydney.
David Rostil Swift
Non-Executive Director
Formerly member of the Remuneration and Nomination Committee.
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
Chairman of the Audit and Risk Management Committee.
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.
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 an independent telecommunications management and technology consultant operating in the Australasian Pacific region.
Mr Swift was 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 was a director of Ambertech's Group companies from June 1997 until his retirement on 23 November 2023.
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 a non-executive director of listed entity Big Tin Can Holdings Limited.
Mr Amos has been a director of Ambertech’s Group companies since June 1997.
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AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 DIRECTORS’ REPORT
Company Secretary and Chief Operating Officer
The following person held the position of Company Secretary at the end of the financial year: Robert John Glasson
Robert Glasson joined Ambertech Limited on 1 July 2002 and holds the position of Chief Operating Officer. He previously held the position of Chief Financial Officer up until 30 June 2015. He has a Bachelor of Business degree from the University of Technology, Sydney, and is a member of Chartered Accountants Australia and New Zealand. 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 economic 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.
Supply Chain and Operational Risks:
Supply Disruptions: Interruptions in our supply chain, including transportation delays, production issues, or raw material shortages, could result in inventory shortages and impact our ability to fulfill orders.
Regulatory Compliance: Non-compliance with regulatory requirements, such as import/export regulations or safety standards, could lead to fines, legal liabilities, and reputational damage.
Financial Risks:
Credit and Counterparty Risk: Exposure to credit risk from customers or suppliers facing financial difficulties could result in bad debts or supply disruptions.
Currency Fluctuations: Ambertech sources from multiple regions, exposing us to foreign exchange rate fluctuations that could impact revenue and profitability.
Legal and Regulatory Risks:
Data Security and Privacy : Breaches in data security and privacy could lead to legal actions, reputational damage, and loss of customer trust.
There have been no significant changes in the nature of these activities since the end of the financial year.
EVENTS SUBSEQUENT TO REPORTING DATE
Employees
The economic entity employed 144 employees as at 30 June 2024 (2023: 131 employees).
REVIEW AND RESULTS OF OPERATIONS
The consolidated profit of the economic entity after providing for income tax for the financial year was $1,362,000 (2023: $1,930,000). Total revenues for the financial year increased by 13.3% to $95,456,000 (2023: $84,224,000). Whilst the business was successful in achieving growth during the year, the reduce profit outcome is a result of increased costs associated with managing that growth. The increased spend on marketing, employment costs and travel is designed to support future growth goals.
Further information on the operations, is included in the Chairman's and Managing Director's Report section of the Annual Report, and in the ASX Appendix 4E.
FINANCIAL POSITION
The directors believe the economic entity is in a reasonably strong and stable financial position with the potential to expand and grow its current operations. The year ended 30 June 2024 showed significant improvement in operating cash flows to $5,022,000 (2023: $425,000) whilst working capital and net tangible asset ratios remined steady.
The economic entity's working capital, being current assets less current liabilities, reduced by $749,000 to $18,934,000 as at 30 June 2024 (2023: $19,683,000). The net assets of the economic entity have reduced by $244,000 to $22,216,000 as at 30 June 2024 (2023: $22,460,000).
On 26 July 2024, the economic entity entered into an agreement with Octet finance Pty Ltd in relation to extending its finance facilities for a further 12 months. The facilities include an invoice discounting facility with approval up to $12,000,000 and a business transaction facility with a limit of $2,000,000.
There were no other matters that have arisen since the end of the financial year that have significantly affected or may significantly affect the operations or state of affairs of the economic entity in future financial years.
FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES
The 2024-25 financial year has begun well, and as a result the Board of Ambertech Limited ("the Board") is optimistic that it can deliver on business strategies, which continue to focus on growth and returning positive results for investors in the short term. At this early stage the Board is unable to provide guidance on potential results with any certainty; however expects to be able to update investors by the time of holding the company's AGM.
The board and management remain focused on utilising the traditional strengths of the Ambertech business as a technical distributor to bring new products and brands to market and to redefine the methods and channels in which the business operates. We are continuing to progress these initiatives which are the key drivers of future revenue and profit growth.
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.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There were no significant changes in the state of affairs of the economic entity during the financial year.
MATERIAL BUSINESS RISKS
The material risks faced by the economic entity that are likely to have an effect on the financial prospects off the economic entity are outlined below:
Market and Industry Risks:
Market Competition: Ambertech operates in a competitive distribution industry, which could lead to price pressures, reduced margins, and loss of market share.
Technological Disruption: Technological advancements could render existing distribution methods and systems obsolete, affecting our ability to meet customer demands and preferences.
Economic Conditions: Fluctuations in economic conditions, such as recessions or economic downturns, could impact consumer spending, leading to reduced demand for our products in certain markets.
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AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 DIRECTORS’ REPORT
AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 DIRECTORS’ REPORT
REMUNERATION REPORT (continued)
REMUNERATION REPORT (AUDITED)
The information provided below includes remuneration disclosures that are required under the Corporations Act 2001 and its regulations. The disclosures contained within the remuneration report have been audited.
In recent years the remuneration policy of the company has had to take into account competing interests. On one hand, shareholder returns are inadequate, while Directors, faced with their responsibilities to the Company, need to retain an experienced, expert Board and executive management team. Directors are aware that these staff may have opportunities to pursue their careers in less challenging environments with prospects of greater remuneration.
For the 2024 financial year, staff remuneration increases were on average consistent with increases in the cost of living, except where roles and responsibilities changed.
Remuneration Strategy
Non-Executive Director Remuneration
Remuneration of non-executive directors is determined by the Remuneration and Nomination Committee. In determining payments to non-executive directors, consideration is given to market rates for comparable companies for time, commitment and responsibilities. The Remuneration and Nomination Committee reviews the remuneration of non-executive directors annually, based on market practice, duties and accountability.
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. Until recently the financial performance of the company had not justified an increase to the remuneration of non-executive directors.
Executive Remuneration
Managing Director and Chief Operating Officer
Remuneration of the Managing Director and the Chief Operating Officer (COO) is determined by the Remuneration and Nomination Committee. In this respect, consideration is given to normal commercial rates of remuneration for similar levels of responsibility. Remuneration comprises salaries, bonuses, contributions to superannuation funds and options.
The Managing Director and COO receive an incentive element of their salary which is based on achievement of Key Performance Indicators (KPIs) relevant to their responsibilities. This includes a component that is based on the company's profit targets. The total incentive amounts payable are capped at a fixed rate rather than as a percentage of total remuneration, however if paid on target these incentives would have represented approximately 24% of total salary for the Managing Director and 27% of total salary for the COO.
KPIs are set annually by the Remuneration and Nomination 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 and Nomination Committee and recommendations for payments determined following the end of the financial year.
They are based on company performance targets, and 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 and Nomination Committee and recommendations for payments determined following the end of the financial year.
The table below sets out the economic entity's key shareholder indicators for the past 5 financial years:
| 2024 | 2023 | 2022 | 2021 | 2020 | |
|---|---|---|---|---|---|
| Dividends paid (cents per share) | 1.2 | 1.5 | 3.1 | - | - |
| Closing share price at 30 June ($) Net profit after tax ($’000) |
$0.20 1,362 |
$0.23 1,930 |
$0.27 3,681 |
$0.225 5,090 |
$0.055 784 |
Details of Remuneration
Details of the remuneration of the directors and the key management personnel (as defined in AASB 124 Related Party Disclosures) of the economic entity are set out in the following tables.
The key management personnel of the economic entity include the following:
| Name P Wallace |
Position Non-Executive Chairman |
|---|---|
| P Amos | Group Managing Director |
| T Amos S Carlini |
Non-Executive Director Non-Executive Director |
| J Rolfe | Non-Executive Director (appointed 18 September 2023) |
| D Swift | Non-Executive Director (resigned 23 November 2023) |
| R Glasson | Group COO, Company Secretary |
| R Caston N Brady |
General Manager, Media Systems/DLES General Manager, Integrated Solutions |
Key management personnel are those directly accountable to the Managing Director 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 economic entity and each of the key management personnel of the parent and the economic entity for the financial year are set out in the following tables.
Other Executives
Remuneration of other key executives is set by the Managing Director and Chief Operating Officer, with reference to guidelines set by the Remuneration and Nomination Committee. In this respect, consideration is given to normal commercial rates of remuneration for similar levels of responsibility. Remuneration comprises salaries, bonuses, contributions to superannuation funds and options.
Approximately 7% of the aggregate remuneration of the senior sales executives comprises an incentive element which is related to the 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.
KPIs are set annually by the Remuneration and Nomination Committee, with a degree of consultation with executives to ensure their commitment. The measures are tailored to the areas of each executive's involvement and over which they have control.
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AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 DIRECTORS’ REPORT
AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 DIRECTORS’ REPORT
REMUNERATION REPORT (continued)
REMUNERATION REPORT (continued)
Elements of Remuneration
| 2024 Directors P Amos P Wallace T Amos S Carlini J Rolfe D Swift Executives R Glasson R Caston N Brady |
Short-term employment benefits Post employment benefits Long-term employment benefits Share based payments Salary fees and leave Cash Bonus Superannuation LSL accrued/ (taken) Options Total % Performance % Relating $ $ $ $ $ $ Related to Options 407,500 20,000 27,500 18,253 7,356 480,609 4.2% 1.1% 78,153 - 8,597 - - 86,750 0.0% 0.0% 48,198 - 5,302 - - 53,500 0.0% 0.0% 42,793 - 4,707 - - 47,500 0.0% 0.0% 33,962 - 3,736 - - 37,698 0.0% 0.0% 17,903 - 11,370 - - 29,273 0.0% 0.0% |
|---|---|
| 628,509 20,000 61,212 18,253 7,356 735,330 2.7% 0.7% |
|
| 247,748 10,000 27,500 7,345 8,925 301,518 3.3% 2.3% 207,570 15,000 24,483 4,371 1,047 252,471 6.0% 0.2% 250,107 10,333 28,648 675 3,007 292,770 3.5% 0.8% |
|
| 705,425 35,333 80,631 12,391 12,979 846,759 4.2% 1.2% |
| 2023 Directors P Amos P Wallace T Amos S Carlini D Swift Executives R Glasson R Caston R Neale N Brady |
Short-term employment benefits Post employment benefits Long-term employment benefits Share based payments Salary fees and leave Cash Bonus Superannuation LSL accrued/ (taken) Options Total % Performance % Relating $ $ $ $ $ $ Related to Options 348,847 119,000 27,501 23,156 7,068 525,572 22.6% 1.3% 68,182 - 7,159 - - 75,341 0.0% 0.0% 40,909 - 4,295 - - 45,204 0.0% 0.0% 40,909 - 4,295 - - 45,204 0.0% 0.0% 17,709 - 27,495 - - 45,204 0.0% 0.0% |
|---|---|
| 516,556 119,000 70,745 23,156 7,068 736,525 16.2% 1.0% |
|
| 195,304 42,172 26,283 7,930 4,241 275,930 15.3% 1.5% 246,778 27,075 29,247 7,447 4,415 314,962 8.6% 1.4% 124,098 40,541 18,819 - 4,241 187,699 21.6% 2.3% 145,731 - 15,302 - - 161,033 0.0% 0.0% |
|
| 711,911 109,788 89,651 15,377 12,897 939,624 14.1% 1.7% |
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(8) On 15 July 2022, a cash bonus of $119,000 was paid to Mr P Amos relating to performance against KPIs. The bonus was 86% of the total available to Mr P Amos under his KPI scheme.
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(1) On 15 August 2023, a cash bonus of $20,000 was paid to Mr P Amos relating to performance against KPIs. The bonus was 15.4% of the total available to Mr P Amos under his KPI scheme.
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(2) On 15 August 2023, a cash bonus of $10,000 was paid to Mr Glasson relating to performance against KPIs. The bonus was 16.7% of the total available to Mr Glasson under his KPI scheme.
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(3) On 15 August 2023, a cash bonus of $15,000 was paid to Mr Caston relating to performance against KPI's. The bonus was 50% of the total available to Mr Caston under his KPI scheme.
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(4) On 15 August 2023, a cash bonus of $10,333 was paid to Mr Brady relating to performance against KPIs. The bonus was 65% of the total available to Mr Brady under his KPI scheme.
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(5) On 15 July 2024, a cash bonus of $20,000 was paid to Mr Caston relating to performance against KPI's. The bonus was 57.1% of the total available to Mr Caston under his KPI scheme.
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(6) On 15 July 2024, a cash bonus of $18,800 was paid to Mr Brady relating to performance against KPI's. The bonus was 62.7% of the total available to Mr Caston under his KPI scheme.
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(7) Cash bonuses in relation to performance against KPI’s the year ended 30 June 2024 for Mr Amos and Mr Glasson had not yet been determined at year end and therefore have yet to be paid. The total amount for each is a maximum of $140,000 for Mr Amos and $100,000 for Mr Glasson.
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(9) On 15 July 2022, a cash bonus of $42,172 was paid to Mr Glasson relating to performance against KPIs. The bonus was 82% of the total available to Mr Glasson under his KPI scheme.
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(10) On 15 July 2022, a cash bonus of $27,075 was paid to Mr Caston relating to performance against KPI's. The bonus was 90% of the total available to Mr Caston under his KPI scheme.
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(11) On 15 July 2022, a cash bonus of $30,541 was paid to Mr Neale relating to performance against KPI's. The bonus was 100% of the total available to Mr Neale under his KPI scheme. On 15 January 2023 a further cash bonus of $10,000 was paid to Mr Neale relating to performance against KPI's. The bonus was 100% of the total available to Mr Neale under his KPI scheme.
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(12) Cash bonuses in relation to performance against KPI’s the year ended 30 June 2023 for Mr Amos, Mr Glasson, Mr Caston and Mr Brady had not yet been determined at year end and therefore have yet to be paid. The total amount for each is a maximum of $130,000 for Mr Amos, $60,000 for Mr Glasson, $30,000 for Mr Caston, and $16,000 for Mr Brady.
Service agreements
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 $435,000 (2023: $435,000).
Other transactions with Key Management Personnel and their Related Parties
During the financial year, sales totaling $384,523 to Wes Components Pty Ltd (director-related entity of Santo Carlini) were made. The current trade receivable balance as at 30 June 2024 is $28,975. All transactions were made on normal commercial terms and conditions at market rates.
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AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 DIRECTORS’ REPORT
AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 DIRECTORS’ REPORT
Share based compensation
The company 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:
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a the eligible employee is dismissed with cause or has breached a restriction contained in his/her employment contract;
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b the eligible employee dies while in the employ of the Company;
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c the eligible employee is made redundant by the Company;
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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.
Options previously granted as remuneration which remain exercisable at year end are set out below.
| Balance at beginning | Balance at end of year | |
|---|---|---|
| P Amos | - | 187,500 |
| R Glasson | 75,000 | 262,500 |
| R Caston | 125,000 | 175,000 |
| N Brady | - | 50,000 |
During the financial year, 475,000 options vested with key management personnel (2023: 337,500). During the year no options were exercised (2023: 250,000), and no options were forfeited (2023: 75,000).
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.
Interests of Directors
At the date of this report the following interests were held by directors:
| Director | Ordinary | Shares |
|---|---|---|
| 2024 | 2023 | |
| P Wallace | 3,212,062 | 2,861,194 |
| P Amos T Amos |
5,322,555 7,463,681 |
5,322,555 7,339,975 |
| J Rolfe | - | - |
| S Carlini | 31,288,090 | 29,886,239 |
Voting and Comments made at the Company’s 2023 Annual General Meeting (‘AGM’)
The Company received 95% of “for” votes in relation to its remuneration report for the year ended 30 June 2023. No issues were raised with Directors concerning the Report.
This concludes the Remuneration Report which has been audited.
DIVIDENDS
On 17 August 2023 the Board of Ambertech resolved to pay a final dividend of 1.0 cents per share, fully franked. The record date for the dividend was 29 September 2023, with a payment date of 17 October 2023.
On 22 February 2024 the Board of Ambertech resolved to pay an interim dividend of 1.2 cents per share, fully franked. The record date for the dividend was 8 March 2024, with a payment date of 5 April 2024.
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 and Risk Management Committee Meetings |
Audit and Risk Management Committee Meetings |
Nomination and Remuneration Committee |
Nomination and Remuneration Committee |
|
|---|---|---|---|---|---|---|
| Director | Attended | Held | Attended | Held | Attended | Held |
| P Wallace | 10 | 10 | 2 | 2 | 2 | 2 |
| P Amos | 10 | 10 | - | - | - | - |
| T Amos | 10 | 10 | - | - | - | - |
| S Carlini | 10 | 10 | - | - | - | - |
| J Rolfe | 8 | 8 | 1 | 1 | 1 | 1 |
| D Swift | 3 | 3 | - | - | 1 | 1 |
OPTIONS
Shares under option
There were 3,575,000 unissued ordinary shares of Ambertech Limited under option at the date of this report which have a weighted average exercise price of 25 cents and a weighted average remaining contractual life of 3.6 years.
Shares issued on the exercise of options
There were 25,000 ordinary shares of Ambertech Limited issued during the year ended 30 June 2024 and up to the date of this report on the exercise of options previously granted.
NON-AUDIT SERVICES
BDO Audit Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001 .
It is the economic entity's policy to employ BDO Audit Pty Ltd and their respective related entities (BDO) for assignments additional to their annual audit duties, when BDO'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:
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All non-audit services have been reviewed by the Audit and Risk Management Committee to ensure they do not impact the impartiality and objectivity of the auditor, and
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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 fees that were paid or payable for services provided by the auditor of the parent entity and its related practices are disclosed at note 29.
The directors are satisfied that the provision of non-audit services during the year by the auditor is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the company, or to intervene in any proceedings to which the company is a party, for the purpose of taking responsibility on behalf of the company for all or part of those proceedings.
No proceedings have been brought or intervened in on behalf of the company with leave of the Court under section 237 of the Corporations Act 2001 .
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24 AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 DIRECTORS’ REPORT
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AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 CONSOLIDATED ENTITY DISCLOSURE STATEMENT FOR THE YEAR ENDED 30 JUNE 2024
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 14.
INDEMNIFICATION OF OFFICERS
The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith. During the financial year, the company paid a premium in respect of a contract to insure the directors and executives of the company against a liability to the extent permitted by the Corporations Act 2001 . The contract of insurance prohibits disclosure of the nature of liability and the amount of the premium.
ROUNDING
The company is of a kind referred to in Corporations Instrument 2016/191 , issued by the Australian Securities and Investments Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. Signed in accordance with a resolution of directors.
Basis of Preparation
This Consolidated Entity Disclosure Statement (CEDS) has been prepared in accordance with the Corporations Act 2001. It includes certain information for each entity that was part of the consolidated entity at the end of the financial year.
The following entities were part of the consolidated entity at the end of the financial year:
| Name of Entity | Type of Entity | Trustee, partner or participant in joint venture |
% of Share Capital Held |
Country of Incorporation |
Australian or Foreign Resident (tax purposes) |
Tax Jurisdiction of Foreign Residents |
|---|---|---|---|---|---|---|
| Ambertech Limited | Body Corporate | N/A | N/A | Australia | Australia | N/A |
| Amber Technology Limited | Body Corporate | N/A | 100% | Australia | Australia | N/A |
| Alphan Pty Limited | Body Corporate | N/A | 100% | Australia | Australia | N/A |
| Connected Media Australia Pty Ltd | Body Corporate | N/A | 100% | Australia | Australia | N/A |
| Amber Technology (NZ) Limited | Body Corporate | N/A | 100% | New Zealand | Foreign | New Zealand |
Determination of Tax Residency
Director: P F Wallace P A Amos
Dated this 15[th] day of August 2024 Sydney
Section 295 (3A) of the Corporation Acts 2001 defines tax residency as having the meaning in the Income Tax Assessment Act 1997. In determining tax residency, the consolidated entity has applied the following interpretations: Australian tax residency
The consolidated entity has applied current legislation and judicial precedent, including having regard to the Tax Commissioner's public guidance in Tax Ruling TR 2018/5.
Foreign tax residency
Where necessary, the consolidated entity has used independent tax advisers in foreign jurisdictions to assist in determining tax residency and ensure compliance with applicable foreign tax legislation.
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24 Tel: +61 2 9251 4100 Level 11, 1 Margaret Street Fax: +61 2 9240 9821 Sydney NSW 2000 www.bdo.com.au Australia
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Tel: +61 2 9251 4100 Level 11, 1 Margaret Street Fax: +61 2 9240 9821 Sydney NSW 2000 www.bdo.com.au Australia
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INDEPENDENT AUDITOR'S REPORT
DECLARATION OF INDEPENDENCE BY MARTIN COYLE TO THE DIRECTORS OF AMBERTECH LIMITED
As lead auditor of Ambertech Limited for the year ended 30 June 2024, I declare that, to the best of my knowledge and belief, there have been:
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No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
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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 period.
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Martin Coyle Director
To the members of Ambertech Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Ambertech Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2024, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial report, including material accounting policy information, the consolidated entity disclosure statement and the directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act 2001 , including:
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(i) Giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its financial performance for the year ended on that date; and
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(ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001 .
Basis for opinion
BDO Audit Pty Ltd
Sydney, 15 August 2024
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. 14 Liability limited by a scheme approved under Professional Standards Legislation.
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Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue recognition
| Key audit matter | How the matter was addressed in our audit |
|---|---|
| As disclosed in Note 3, the Group recognised revenue of $95,456,000 during the financial year ended 30 June 2024 (2023: $84,224,000). Due to the overall significance of revenue to the Group as a key performance indicator, and the judgement involved in assessing the performance obligations in respect to project-based revenue, we considered this area to be a key audit matter. |
To determine whether revenue was appropriately accounted for and disclosed within the financial statements, we performed, amongst others, the |
| following audit procedures: | |
| • Reviewed a sample of large contracts |
|
| throughout the year and open contracts at year end and ensured revenue had been recognised in line with_AASB 15: Revenue_ from Contracts with Customers; • Tested the operating effectiveness of internal controls surrounding the existence of revenues; • Substantively tested a sample of revenue transactions during the year and deferred revenue balances at year end and ensured they had been appropriately recognised and aligned with the goods and services supplied per the terms of the respective customer orders / agreements; • Performed detailed cut-off testing to ensure that revenue transactions around the year end had been recorded in the correct period including testing of post year-end credit notes; • Performed substantive analytical procedures over gross margins by segment in comparison to the prior period, budget and our expectations; and • Reviewed a sample of customer rebates issued during the year and agreed these to supporting documentation. |
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Valuation of inventory
| Key audit matter | How the matter was addressed in our audit |
|---|---|
| As disclosed in Note 7, the Group held inventory with a carrying value of $22,663,000 as at 30 June 2024 (2023: $23,070,000) which represented approximately 45% of the Group’s total assets. Inventory valuation was considered a key audit matter due to the significant value of these assets in the Consolidated Statement of Financial Position and the key estimates and judgements applied by management in assessing the net realisable value (‘NRV’) of inventory due to the nature of the industry in which the Group operates in. |
Our audit procedures for addressing this key audit matter included, but were not limited to, the following: • Reviewed the inventory obsolescence policy and assessed the assumptions applied by management in determining the provision for obsolescence; • Observed the cyclical inventory count procedures performed by management and assessed, by inspection, whether there was any evidence of damaged or obsolete inventory; • Tested a sample of inventory items on hand at year end to ascertain whether these balances were being recognised at the lower of cost and net realisable value. This assessment also included a specific focus on aged inventory items whereby recent turnover for these items was also critically assessed; • Obtained supplier invoices for a sample of inventory items on hand to determine whether the pricing was accurate; and • Performed various analytical procedures in relation to inventory including analysing inventory turnover, ageing and key product groups in comparison to prior periods and our expectations. |
Other information
The directors are responsible for the other information. The other information comprises the information contained in the Directors’ Report (excluding the audited Remuneration Report section) for the year ended 30 June 2024 but does not include the financial report and our auditor’s report thereon, which we obtained prior to the date of this auditor’s report, and the Annual Report to Shareholders, which is expected to be made available to us after that date.
Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon.
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In connection with our audit of the financial report, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
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This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
When we read the Annual Report to the Shareholders, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the directors and will request that it is corrected. If it is not corrected, we will seek to have the matter appropriately brought to the attention of users for whom our report is prepared.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of:
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2024.
In our opinion, the Remuneration Report of Ambertech Limited, for the year ended 30 June 2024, complies with section 300A of the Corporations Act 2001 .
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
- a) the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 ; and
BDO Audit Pty Ltd
- b) the consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act 2001 , and
for such internal control as the directors determine is necessary to enable the preparation of:
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i) the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and
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ii) the consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to fraud or error.
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Martin Coyle Director
Sydney 15 August 2024
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
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AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158
AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2024
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2024
| 2024 | 2023 | ||
|---|---|---|---|
| Note | $'000 | $'000 | |
| Revenues | 3 | 95,456 | 84,224 |
| Cost of sales | 4 | (64,043) | (55,495) |
| Gross Profit | 31,413 | 28,729 | |
| Other income | 3 | 429 | 2 |
| Employee benefits expense | 4 | (19,548) | (17,256) |
| Distribution costs | (2,128) | (1,868) | |
| Marketing costs | (1,272) | (1,085) | |
| Premises costs | (830) | (762) | |
| Travel costs | (904) | (678) | |
| Depreciation and amortisation expense | 4 | (1,525) | (1,112) |
| Finance costs | 4 | (1,234) | (1,085) |
| Other expenses | (2,460) | (2,152) | |
| Profit before income tax | 1,941 | 2,733 | |
| Income tax expense | 5 | (579) | (803) |
| Profit after income tax for the year | 1,362 | 1,930 | |
| Other comprehensive income | |||
| Exchange differences on translation of foreign operations | (36) | 30 | |
| Total comprehensive income for theyear | 1,326 | 1,960 | |
| Earnings per share | |||
| Basic earningsper share(cents) | 27 | 1.4 | 2.1 |
| Diluted earningsper share(cents) | 27 | 1.4 | 2.1 |
The Consolidated Statement of Profit or Loss and Other Comprehensive Income is to be read in conjunction with the attached notes.
| 2024 2023 Note $'000 $'000 CURRENT ASSETS Cash and cash equivalents 25 2,049 1,568 Trade and other receivables 6 16,702 18,061 Inventories 7 22,663 23,070 Current tax assets 5 390 246 |
|
| TOTAL CURRENT ASSETS 41,804 42,945 |
|
| NON-CURRENT ASSETS Plant and equipment 9 488 436 Right-of-use assets 10 4,131 4,251 Intangible assets 11 1,861 2,144 Deferred tax assets 5 2,470 2,534 |
|
| TOTAL NON-CURRENT ASSETS 8,950 9,365 |
|
| TOTAL ASSETS 50,754 52,310 |
|
| CURRENT LIABILITIES Trade and other payables 12 11,776 8,852 Financial liabilities 14 5,098 6,324 Contract Liabilities 13 1,901 4,230 Lease liabilities 15 1,735 1,438 Provisions 16 2,360 2,418 Current tax liabilities 5 - - |
|
| TOTAL CURRENT LIABILITIES 22,870 23,262 |
|
| NON-CURRENT LIABILITIES Contract liabilities 13 21 90 Provisions 16 375 291 Lease liabilities 15 5,198 6,050 Deferred tax liabilities 5 74 157 |
|
| TOTAL NON-CURRENT LIABILITIES 5,668 6,588 |
|
| TOTAL LIABILITIES 28,538 29,850 |
|
| NET ASSETS 22,216 22,460 |
|
| EQUITY Share capital 17 22,332 21,837 Reserves 18 (3) 24 (Accumulated losses) / retained earnings (113) 599 |
|
| TOTAL EQUITY 22,216 22,460 |
The above Consolidated Statement of Financial Position is to be read in conjunction with the attached notes.
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24 AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2024
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AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2024
| Share | Foreign | Share Based | Retained | Total | |
|---|---|---|---|---|---|
| Capital | Currency Translation |
Payments Reserve |
earnings/ (Accumulated |
Equity | |
| Reserve | losses) | ||||
| $'000 | $'000 | $'000 | $'000 | $'000 | |
| Balance as at 1 July 2022 | 21,781 | (74) | 37 | 530 | 22,274 |
| Profit for the year | - | - | - | 1,930 | 1,930 |
| Exchange differences on translation of foreign | |||||
| operations | - | 30 | - | - | 30 |
| Total comprehensive income for the year Transactions with equity holders: |
- | 30 | - | 1,930 | 1,960 |
| Share issue net of transaction cost | - | - | - | - | - |
| Shares issued on exercised options | 56 | - | - | - | 56 |
| Costs of share based payments | - | - | 31 | - | 31 |
| Dividends declared, paid and reinvested as part | |||||
| of the Dividend Reinvestment Plan (note 28) | - | - | - | (1,861) | (1,861) |
| Balance as at 30 June 2023 | 21,837 | (44) | 68 | 599 | 22,460 |
| Balance as at 1 July 2023 | 21,837 | (44) | 68 | 599 | 22,460 |
| Profit for the year | - | - | - | 1,362 | 1,362 |
| Exchange differences on translation of foreign | |||||
| operations | - | (36) | - | - | (36) |
| Total comprehensive income for the year | - | (36) | - | 1,362 | 1,326 |
| Transactions with equity holders: | |||||
| Shares issued on exercised options Other share based transactions Dividends declared, paid and reinvested as part of the Dividend Reinvestment Plan (note 28) |
7 - 488 |
- - - |
- 9 - |
- - (2,074) |
7 9 (1,586) |
| Balance as at 30 June 2024 | 22,332 | (80) | 77 | (113) | 22,216 |
| Note | 2024 | 2023 | |
|---|---|---|---|
| $'000 | $'000 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Receipts from customers | 103,598 | 93,420 | |
| Payments to suppliers and employees | (89,413) | (84,920) | |
| Interest received | 18 | 2 | |
| Interest and other costs of finance paid | (1,234) | (1,085) | |
| Goods and services tax remitted | (7,204) | (5,865) | |
| Income tax remitted | (743) | (1,127) | |
| Net cash from operatingactivities | 25 | 5,022 | 425 |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Payments for plant and equipment | (260) | (240) | |
| Payment for intangible assets | - | (11) | |
| Payment for the acquisition of businesses,net of cash acquired | - | (2,803) | |
| Net cash used in investingactivities | (260) | (3,054) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Net proceeds from borrowings | - | 5,411 | |
| Net repayment of borrowings | (1,226) | (342) | |
| Repayment of leases | (1,438) | (1,290) | |
| Proceeds from share issue, net of transaction costs | 7 | 55 | |
| Dividendspaid to shareholders | 28 | (1,586) | (1,861) |
| Net cashprovided byfinancingactivities | (4,243) | 1,973 | |
| Net (decrease)/increase in cash and cash equivalents held | 519 | (656) | |
| Cash and cash equivalents at beginning of period | 1,568 | 2,225 | |
| Effect of exchange rate changes on cash and cash equivalents held in foreign | |||
| currencies at the beginningof the financialyear | (38) | (1) | |
| Cash and cash equivalents at end ofperiod | 25 | 2,049 | 1,568 |
The above Consolidated Statement of Cash Flows is to be read in conjunction with the attached notes.
The above Consolidated Statement of Changes in Equity is be read in conjunction with the attached notes.
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24 AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: INTRODUCTION
The consolidated financial statements cover the economic entity consisting of Ambertech Limited and its controlled entities. Ambertech Limited is a company limited by shares, incorporated and domiciled in Australia.
Operations and principal activities
Ambertech Limited 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.
Currency
The financial statements are presented in Australian dollars, which is the Company’s functional and presentation currency. All financial information presented in Australian dollars has been rounded to the nearest one thousand, unless otherwise stated.
NOTE 2: MATERIAL ACCOUNTING POLICY INFORMATION (continued)
- The group continues to have available significant debt headroom on the primary business finance facilities with limits of up to $12,000,000 in invoice discounting and $2,000,000 in trade finance as disclosed in note 14;.
(B) Goods and Services Tax
Revenues, expenses and assets are recognised net of the amount of GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows.
Registered office
Unit 1, 2 Daydream Street, Warriewood NSW 2102.
Authorisation of financial statements
The financial statements were authorised for issue on 15 August 2024 by the Directors. The company has the power to amend the financial statements.
New, revised or amending Accounting Standards and Interpretations adopted
The Consolidated Entity has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) that are mandatory for the current reporting period. There was no material impact on the financial statements from the adoption of these new accounting standards.
New Accounting Standards and Interpretations not yet mandatory or early adopted
NOTE 2: MATERIAL ACCOUNTING POLICY INFORMATION
(A) Overall Policy
The material accounting policies adopted in the preparation of these consolidated financial statements are set out either in the respective notes or below. These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001 , as appropriate for profit oriented entities. The financial statements have been prepared under the historic cost convention.
The Consolidated Entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
Statement of Compliance
The financial statements comply with Australian Accounting Standards which include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial statements and notes of the economic entity comply with International Financial Reporting Standards (IFRS).
Going Concern
The consolidated financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and the discharge of liabilities in the normal course of business.
For the year ended 30 June 2024, the consolidated entity recorded profit after income tax of $1,362,000 (2023: $1,930,000) and net operating cash inflows of $5,022,000 (2023: $425,000).
The Directors believe that there are reasonable grounds to conclude that the Group will continue as a going concern, after consideration of the following factors:
- Management have prepared forecasts for the 12 months following date of approval of the financial report, which indicate that the Group can continue to pay its debts as and when they become due and payable;
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AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3: REVENUE
| NOTE 3: REVENUE | ||
|---|---|---|
| Economic | Entity | |
| 2024 | 2023 | |
| Revenue | $'000 | $'000 |
| - Sale of goods | 92,290 | 80,827 |
| - Rendering of services | 3,166 | 3,397 |
| 95,456 | 84,224 |
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. Credit payment terms vary between 30 and 60 days from the invoice issue date.
Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the consolidated entity is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the consolidated entity: identifies the contract with a customer, identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised.
Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the ‘expected value’ or ‘most likely amount’ method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are recognised as a refund liability.
Sale of goods
Revenue from the sale of goods is recognised at a point in time when control transfers to the customer. In most cases this coincides with the transfer of legal title, or the passing of possession to the customer. In arrangements whereby the consolidated entity is required to meet contractually agreed upon specifications, control over the goods generally occurs when the customer has confirmed acceptance.
NOTE 4: EXPENSES
| NOTE 4: EXPENSES | |||
|---|---|---|---|
| Economic | Entity | ||
| 2024 | 2023 | ||
| $’000 | $’000 | ||
| Additional information on the nature of expenses | |||
| A) Inventories | |||
| Cost of sales | 64,043 | 55,495 | |
| Movement in provision for inventory obsolescence | 57 | (344) | |
| B) Employee benefits expense | |||
| Salaries and wages | 17,985 | 15,883 | |
| Defined contribution superannuation expense | 1,563 | 1,373 | |
| 19,548 | 17,256 | ||
| C) Depreciation | |||
| Plant and equipment | 138 | 118 | |
| Furniture and fittings | 6 | 2 | |
| Leasehold improvements | 63 | 25 | |
| Buildings right-of-use assets | 958 | 849 | |
| Plant and equipment right-of-use assets | 110 | 80 | |
| 1,275 | 1,074 | ||
| D) Amortisation Website costs |
- | 8 | |
| Customer/Supplier Relationships Research and Development |
99 151 250 |
30 - 38 |
|
| E) Bad debts and expected credit losses | 108 | 10 | |
| (F) Finance costs | |||
| Interest and finance charges paid/payable on borrowings | 791 | 591 | |
| Interest and finance charges paid/payable on lease liabilities | 443 | 494 | |
| 1,234 | 1,085 |
Rendering of services
Revenue from the rendering of services is recognised at the point in time in which the service is provided to the customer. Maintenance and support contracts extend for between one and five years. Revenue is respect to these services are generally recognised overtime as the customer simultaneously receives and consumes the benefits of the services as the Group provides the services. Where amounts are invoiced before revenue is earned, a deferred revenue liability is brought to account. These contract liabilities reflect the consideration received in respect of unsatisfied performance obligations.
Interest revenue
Interest revenue is recognised as it accrues using the effective interest method.
| Other income | ||
|---|---|---|
| Net Foreign exchange gains | 410 | - |
| Interest received | 19 | 2 |
| 429 | 2 |
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AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 5: INCOME TAX | Economic | Entity |
|---|---|---|
| 2024 | $2023 | |
| $’000 | $’000 | |
| A) Major components of income tax | ||
| Current year | 572 | 545 |
| Deferred tax | 7 | 258 |
| Income tax expense | 579 | 803 |
| B) Reconciliation between income tax and prima facie tax on accounting profit/(loss) | ||
|---|---|---|
| Profit before income tax | 1,941 | 2,733 |
| Tax at 30% (2023:30%) | 582 | 820 |
| Tax effect of non deductible expenses/non assessable income | ||
| • Entertainment |
15 | 23 |
| • Other items |
8 | 12 |
| Recognition of movements in deferred tax | (25) | (63) |
| Previous tax return adjustments | (1) | 11 |
| Income tax expense | 579 | 803 |
C) Applicable tax rate
NOTE 5: INCOME TAX (continued)
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.
Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.
The applicable tax rate is the national tax rate in Australia of 30%.
G) Tax consolidated group
D) Analysis of deferred tax assets
| D) Analysis of deferred tax assets | ||
|---|---|---|
| Employee benefits Plant and equipment Right-of-use assets |
795 317 (1,227) |
798 324 (1,274) |
| Lease Liability Accrued expenses Provision for impairment of receivables Provision for obsolescence |
2,067 36 41 194 |
2,246 35 13 230 |
| Provision for warranty Inventory |
24 157 |
3 125 |
| Other | 66 | 34 |
| 2,470 | 2,534 | |
| E) Analysis of deferred tax liabilities | ||
| Unrealised foreign currency gain | 34 | 93 |
| Plant and equipment | 33 | 61 |
| Other | 7 | 3 |
| 74 | 157 |
Ambertech Limited and its Australian wholly owned controlled entities have implemented the tax consolidation legislation. The head entity, Ambertech Limited, and the controlled entities in the tax consolidated group continue to account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated group continues to be a ‘stand-alone taxpayer’ in its own right.
Current tax liabilities/assets and deferred tax assets arising from unused tax losses and tax credits are immediately transferred to the head entity. The tax consolidated group has entered a tax sharing agreement whereby each company in the group contributes to the income tax payable by the group in proportion to their contribution to the group’s taxable income. Differences between the amounts of net tax assets and liabilities derecognised and the net amounts recognised pursuant to the funding arrangement will be recognised as either a contribution by, or distribution to the head entity.
F) Income Tax
The income tax expense or benefit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
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AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6: TRADE AND OTHER RECEIVABLES
| NOTE 6: TRADE AND OTHER RECEIVABLES | ||
|---|---|---|
| Economic | Entity | |
| 2024 | 2023 | |
| Current | $'000 | $'000 |
| Trade receivables | 14,851 | 14,890 |
| Allowance for expected credit losses | (137) | (44) |
| 14,714 | 14,846 | |
| Other receivables | 965 | 1,473 |
| Prepayments | 1,023 | 1,742 |
| 16,702 | 18,061 |
NOTE 7: INVENTORIES
| NOTE 7: INVENTORIES | ||
|---|---|---|
| Economic Entity | ||
| 2024 | 2023 | |
| Current | $'000 | $'000 |
| Finished goods | 19,911 | 21,881 |
| Stock in transit | 3,467 | 1,960 |
| 23,378 | 23,841 | |
| Provision for obsolescence | (715) | (771) |
| 22,663 | 23,070 |
A) Inventories
-
A) Current trade receivables are non-interest bearing, generally received between 30 and 60 day terms. Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less any expected credit loss.
-
B) An allowance for expected credit losses (ECLs) is required when a difference arises between the contracted cashflows and the amount expected to be received, discounted at the original effective interest rate.
For trade receivables, a simplified approach is applied in calculating the ECLs. Loss allowances recognised are based on lifetime ECLs at each reporting date. This is established from historical credit losses, adjusted for forward looking factors specific to the receivable.
| factors specific to the receivable. | |||
|---|---|---|---|
| C) | Movement in the allowance for expected credit losses is as follows: | ||
| Current trade receivables | |||
| Opening balance (Reversal)/charge for the year Amounts written off |
44 98 (5) |
27 40 (23) |
|
| Closing balance | 137 | 44 |
- D) The economic entity's exposure to credit risk and impairment losses related to trade and other receivables is disclosed at note 26.
Inventories include finished goods and stock in transit and are measured at the lower of weighted average 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.
B) Provision for impairment of inventories
Movement in the provision for obsolescence is as follows:
| Opening balance | 771 | 1,115 | |
|---|---|---|---|
| Charge for the year | 150 | 174 | |
| Amounts written off | (206) | (518) | |
| Closing balance | 715 | 771 |
Key Estimate and Judgement: Provision for Obsolescence
The provision for impairment of inventories assessment requires a degree of estimation and judgement. The level of the provision is assessed by taking into account the recent sales experience, the ageing of inventories and other factors that affect inventory obsolescence.
| NOTE | 8: CONTROLLED ENTITIES | |||
|---|---|---|---|---|
| Entity | ||||
| Country of Incorporation | Percentage | Owned | ||
| 2024 | 2023 | |||
| Parent Entity | ||||
| • | Ambertech Limited | Australia | ||
| Subsidiaries of Ambertech Limited | Australia | 100% | 100% | |
| • | Amber Technology Limited | |||
| Subsidiaries of Amber Technology Limited | ||||
| • | Alphan Pty Limited | Australia | 100% | 100% |
| • | Connected Media Australia | Australia | 100% | 100% |
| • | Amber Technology (NZ) Limited | New Zealand | 100% | 100% |
A controlled entity is any entity controlled by Ambertech Limited. Control exists where Ambertech Limited is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity so that the other entity operates with Ambertech Limited to achieve the objectives of Ambertech Limited.
All inter-company balances and transactions between entities in the economic entity, including any unrealised profits or losses, have been eliminated on consolidation.
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AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9: PLANT AND EQUIPMENT
Non-Current
A) Carrying amounts
| Economic Entity Plant and equipment Furniture and fittings Leasehold improvements Leased plant and equipment Total plant and equipment |
Cost Accumulated depreciation Net carrying amount 2024 2023 2024 2023 2024 2023 $'000 $'000 $'000 $'000 $'000 $'000 1,887 1,760 (1,658) (1,523) 229 237 980 959 (944) (938) 36 21 1,748 1,640 (1,525) (1,462) 223 178 112 112 (112) (112) - - 4,727 4,471 (4,239) (4,035) 488 436 |
|---|---|
B) Reconciliation of carrying amounts
| 2024 Balance at the beginning of the year Additions Disposals Depreciation and amortisation expense Carrying amount at the end of the year 2023 Balance at the beginning of the year Additions Disposals Depreciation and amortisation expense Carrying amount at the end of the year |
Plant and equipment Furniture and fittings Leasehold improvements Leased plant and equipment Total $'000 $'000 $'000 $'000 $'000 237 21 178 - 436 131 21 108 - 260 (1) - - - (1) (138) (6) (63) - (207) |
|---|---|
| 229 36 223 - 488 |
|
| Plant and equipment Furniture and fittings Leasehold improvements Leased plant and equipment Total $'000 $'000 $'000 $'000 $'000 226 5 110 - 341 129 18 93 - 240 - - - - - (118) (2) (25) - (145) |
|
| 237 21 178 - 436 |
C) Recognition and measurement
Plant and equipment is stated at historical cost less depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
NOTE 9: PLANT AND EQUIPMENT (continued)
D). Depreciation of property, plant and equipment (continued)
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 equipment belong are written down to their recoverable amount.
NOTE 10: RIGHT-OF-USE ASSETS
| Economic | Entity | ||||
|---|---|---|---|---|---|
| 2024 | 2023 | ||||
| Non-Current Land and buildings - right-of-use Less: Accumulated amortisation |
$’000 8,080 (4,227) 3,853 |
$’000 7,478 (3,364) 4,114 |
|||
| Plant and equipment - right-of-use Less: Accumulated amortisation |
457 (179) 278 |
308 (171) 137 |
|||
| 4,131 | 4,251 | ||||
| Land and | Plant and | ||||
| buildings | equipment | Total | |||
| $'000 | $'000 | $'000 | |||
| Balance at 30 June 2023 | 4,114 | 137 | 4,251 | ||
| Additions Amortisation |
697 (958) |
251 (110) |
948 (1,068) |
||
| Balance at 30 June 2024 | 3,853 | 278 | 4,131 |
Land and buildings – right-of-use
The land and buildings right of use assets relate to property leases for premises as follows:
D) Depreciation of property, plant and equipment
- Plant and equipment is depreciated over its estimated useful life 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.
-
Daydream Street, Warriewood NSW. The lease has a lease term of 5 years commencing 14 January 2023 with rent payable monthly. An option exists to renew the lease at the end of this time for an additional term of 5 years with a final expiry date being 13 January 2033. The lease has rent increases of at least 3.0% (capped at 4.5%) each year.
-
Porana Road, Wairau Valley, Auckland. The lease has a term of 5 years commencing 8 January 2024 with rent payable monthly. An option exists to renew the lease at the end of this time for an additional term of 5 years with a final expiry date being 7 January 2034. The lease has fixed rent increases of 3.5% each year.
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AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10: RIGHT-OF-USE ASSETS (continued)
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the consolidated entity expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities.
The consolidated entity has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.
Key Estimate and Judgement: Lease term
The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement is exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical incentive to exercise an extension option, or not to exercise a termination option, are considered at the lease commencement date. The primary judgment in respect of the Group is in relation to likelihood of exercising any variable option periods.
Factors considered may include the importance of the asset to the Groups operations; comparison of terms and conditions to prevailing market rates; incurrence of significant penalties; existence of significant leasehold improvements; and the costs and disruption to replace the asset. The Group reassesses whether it is reasonably certain to exercise an extension option, or not exercise a termination option, if there is a significant event or significant change in circumstances.
NOTE 11: INTANGIBLE ASSETS
| Economic | Entity | ||
|---|---|---|---|
| 2024 | 2023 | ||
| Non-Current | $'000 | $'000 | |
| Net carrying amounts and movements during the year | |||
| Goodwill at cost | 4,722 | 4,766 | |
| Less impairment | (2,970) | (2,971) | |
| 1,752 | 1,795 | ||
| Website at cost | 94 | 94 | |
| Less accumulated amortization | (94) | (94) | |
| - | - | ||
| Brand name | 100 | 100 | |
| Less impairment | - | - | |
| 100 | 100 | ||
| Customer/Supplier relationships | 105 | 230 | |
| Less accumulated amortisation | (105) | (131) | |
| - | 99 | ||
| Research & Development | 384 | 375 | |
| Less accumulated amortisation | (375) | (225) | |
| 9 | 150 | ||
| 1,861 | 2,144 |
| Reconciliation of written down values: Opening balance at 1 July 2023 Additions Provisional accounting adjustments Amortisation expense (note 4) Closing balance at 30 June 2024 |
Goodwill Website Brand name Customer/Supplier relationships Research & Development Total $'000 $'000 $'000 $'000 $'000 $'000 1,795 - 100 99 150 2,144 - - - - 10 10 (43) - - - - (43) - - - (99) (151) (250) |
|---|---|
| 1,752 - 100 - 9 1,861 |
Recognition and measurement
A) Goodwill
All business combinations are accounted for by applying the acquisition 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.
Where the recoverable amount of the cash generating unit is less than the carrying amount, an impairment loss is recognised.
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AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11: INTANGIBLE ASSETS (continued)
B) Impairment of Assets
Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cashgenerating units).
The consolidated entity determined the recoverable amount of assets based on a value-in-use calculation, using cash flow projections based on financial budgets approved by management covering a five-year period. The following assumptions have been applied by management in the 30 June 2024 calculation of value-in-use based on past performance and expectations for the future:
-
Annual sales growth of between 5% to 12% over the three-year forecast period
-
Terminal value factor of 1.80
-
Post-tax discount rate of 12.4%
Management have performed sensitivity analysis and assessed reasonable changes for key assumptions and have not identified any instances that could cause the carrying amount of the consolidated entity’s assets to exceed its recoverable amount.
If there is evidence of impairment for any of the company’s assets, the loss is measured as the difference between the asset’s carrying amount and the recoverable amount. The loss is recognised in the statement of profit or loss and other comprehensive income.
C) Website Costs
Significant costs associated with website costs are deferred and amortised on a straight-line basis over the period of their expected benefit, being a finite life of 5 years.
D) Customer/Supplier Relationships
Significant costs associated with customer/supplier costs on acquisition are deferred and amortised on a straight-line basis over the period of their expected benefit, being a finite life of 5 years.
E) Brand Names
Brand names have an indefinite useful life and are not subject to amortisation but are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired.
F) Research & Development
Research costs are expensed in the period in which they are incurred. Development costs are capitalised when it is probable that the project will be a success considering its commercial and technical feasibility; the consolidated entity is able to use or sell the asset; the consolidated entity has sufficient resources and the intent to complete the development; and its costs can be measured reliably.
NOTE 12: TRADE AND OTHER PAYABLES
| Economic Entity | |||
|---|---|---|---|
| 2024 | 2023 | ||
| $'000 | $'000 | ||
| Current | |||
| Trade accounts payable | 9,330 | 6,331 | |
| Other accountspayable | 2,446 | 2,521 | |
| 11,776 | 8,852 |
These amounts represent liabilities for goods and services provided to the economic entity prior to the end of financial year which are unpaid. Due to their short- term nature, they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.
| Amounts payable in foreign currencies: Trade accounts payable: - US Dollars 3,373 4,256 - British Pounds 76 78 - Euro 181 495 - New Zealand Dollars - 109 |
Amounts payable in foreign currencies: Trade accounts payable: - US Dollars 3,373 4,256 - British Pounds 76 78 - Euro 181 495 - New Zealand Dollars - 109 |
|---|---|
| 3,630 4,938 |
|
| NOTE 13: CONTRACT LIABILITIES Current Deferred Revenue 1,901 4,230 Non Current Deferred Revenue 21 90 |
|
| 1,922 4,320 |
|
| Reconciliation of movement in contract liabilities Opening balance at 1 July 2023 Less: recognised as revenue during the year where performance obligations met Add: remaining deferred component of new sales contracts entered into during the year NOTE 14: FINANCIAL LIABILITIES Current Debtor finance Business transaction facility |
$’000 4,320 (3,001) 603 1,922 4,787 5,930 311 394 |
| 5,098 6,324 |
Details of the economic entity's exposure to interest rate changes on financial liabilities is outlined in note 26. The fair value of the financial liabilities approximates their carrying value.
A) Debtor finance
On 26 July 2024, the economic entity entered into an agreement with Octet finance Pty Ltd in relation to extending the invoice discounting solution for a further 12 months. The facility has approval of a limit of up to $12,000,000 (2023: $12,000,000).
The economic entity did not breach any covenants during the financial year.
B) Business transaction facility
On 26 July 2024, the economic entity entered into an agreement with Octet Finance Pty Ltd in relation to extending the Business Transaction Facility for a further 12 months. The facility has approval of a limit up to $2,000,000 (2023: $2,000,000). As at 30 June 2024, the amount drawn under this facility was $310,936 (2023: $390,571). Additionally, there
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AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 14: FINANCIAL LIABILITIES (continued)
is a Scottish Pacific Business Finance facility held in New Zealand with no fixed term and a limit of $1,209,865. As at 30 June 2024 the amount drawn under this facility was $Nil (2023: $3,000).
C) Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the statement of profit or loss and other comprehensive income over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates.
Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a substantial period of time to prepare for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Other borrowing costs are expensed.
NOTE 15: LEASE LIABILITIES
| NOTE 15: LEASE LIABILITIES | ||
|---|---|---|
| Economic Entity 2024 |
2023 |
|
| Current Lease liabilities |
$'000 1,735 |
$'000 1,438 |
| Non Current Lease liabilities |
5,198 | 6,050 |
NOTE 16: PROVISIONS (continued)
A) Service warranty
Provision is made for the estimated warranty claims in respect of products sold which are still under warranty at balance date. These claims are expected to be settled in the next financial year. Management estimates the provision based on historical warranty claim information and any recent trends that may suggest future claims could differ from historical amounts.
In determining the level of provision required for warranties, the economic entity has made judgements in respect of the expected performance of the product, expected customer claims and costs of fulfilling the conditions of warranty. The provision is based on estimates made from historical warranty costs associated with similar products.
Movements in provisions, other than employee benefits are set out below:
| Service warranty | ||
|---|---|---|
| $'000 | ||
| Opening balance at 1 July 2023 | 45 | |
| Increase due to Increased warranty requirements | 42 | |
| Reductions resultingfrompayments | (5) | |
| Closingbalance at 30 June 2024 | 82 |
B) 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.
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the consolidated entity's incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred.
Other long-term employee benefits include long-service leave payable 12 months or more after the end of the financial year.
The liability for long service leave is recognised and measured at the present value of the estimated future cash flows to be made in respect of all employees at the reporting date. In determining the present value of the liability, estimates of attrition rates and pay increases through promotion and inflation have been taken into account.
C) Amounts not expected to be settled within the next twelve months:
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future lease payments arising from a change in an index, or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.
The current provisions for annual leave and long service leave include all unconditional entitlements where employees have completed the required period of service. The entire amount is presented as current, since the economic entity does not have an unconditional right to defer settlement. However, based on past experience, the economic entity does not expect all employees to take the full amount of accrued leave or require payment within the next twelve months.
The following amounts reflect leave that is not expected to be taken within the next twelve months:
Key Estimate and Judgement: Incremental borrowing rate
Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what the Group estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment.
| NOTE 16: PROVISIONS | ||
|---|---|---|
| Current | ||
| Service warranty Employee benefits |
82 2,278 |
45 2,373 |
| 2,360 | 2,418 | |
| Non Current | ||
| Employee benefits | 375 | 291 |
| 375 | 291 |
| Economic Entity | |||
|---|---|---|---|
| 2024 | 2023 | ||
| $'000 | $'000 | ||
| Current annual leave obligation expected to be settled after 12 months | 265 | 484 | |
| Current longservice leave obligation expected to be settled after 12 months | 718 | 291 |
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AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 17: SHARE CAPITAL
| NOTE 17: SHARE CAPITAL | |||
|---|---|---|---|
| A).Ordinary Shares fully paid (no par value) Movements in share capital Balance at the start of the financial year Shares issued under the Dividend Reinvestment Plan Shares issued on exercise of options Shares issued under the Dividend Reinvestment Plan Balance at the end of the financial year |
Economic Entity 2024 2023 Shares Shares 95,404,783 93,244,819 Shares No. 93,244,819 20/10/2023 1,948,083 14/03/2024 25,000 08/04/2024 186,881 95,404,783 |
Economic Entity 2024 2023 $'000 $'000 22,332 21,837 |
|
| 20/10/2023 14/03/2024 08/04/2024 |
Issue Price $ 0.2251 0.2670 0.2686 |
Total $’000 21,837 |
|
| 438 7 50 |
|||
| 22,332 |
B). Voting Rights
On a show of hands, one vote for every registered shareholder, and for a poll, one vote for every share held by a registered shareholder.
NOTE 18: RESERVES
| Economic | Entity | ||
|---|---|---|---|
| 2024 | 2023 | ||
| $’000 | $’000 | ||
| Foreign currency translation reserve | (80) | (44) | |
| Share basepayments reserve | 77 | 68 | |
| (3) | 24 |
For an explanation of movements in reserve accounts refer to the Statement of Changes in Equity.
Nature and purpose of reserves
Foreign currency translation reserve
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated to Australian dollars at exchange rates prevailing at the balance sheet date. The revenues and expenses of foreign operations are translated to Australian dollars at rates approximating to the exchange rates prevailing at the dates of the transactions.
Exchange differences arising on translation of the foreign controlled entity are taken to the foreign currency translation reserve. The reserve is recognised in profit and loss when the net investment is disposed of.
Share Base Payments Reserve
C). Options
At reporting date, there were 4,025,000 ordinary shares reserved for issue under the Employee Share Option Plan (2023: 1,050,000).
D). 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.
The share based payments reserve is used to recognise the fair value of options issued but not exercised.
NOTE 19: CAPITAL
Capital Commitments
The economic entity had no commitments for capital expenditure as at 30 June 2024 (2023: Nil).
NOTE 20: CONTINGENT LIABILITIES
| NOTE 20: CONTINGENT LIABILITIES | ||
|---|---|---|
| Economic Entity | ||
| 2024 | 2023 | |
| $'000 | $'000 | |
| Estimates of the maximum amounts of contingent liabilities that may become payable: | ||
| - Bank guarantee by Amber Technology Limited in respect of Sydney property lease | 722 | 718 |
| - SydneyOpera House | 69 | - |
| 791 | 718 |
No material losses are anticipated in respect of any of the above contingent liabilities.
NOTE 21: EVENTS SUBSEQUENT TO REPORTING DATE
On 26 July 2024, the economic entity entered into an agreement with Octet finance Pty Ltd in relation to extending its finance facilities for a further 12 months. The facilities include an invoice discounting facility with approval up to $12,000,000 and a business transaction facility with a limit of $2,000,000.
Other than the above, there were no matters that have arisen since the end of the financial year that have significantly affected, or may significantly affect the operations or state of affairs of the economic entity in future financial years.
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AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 22: RELATED PARTY TRANSACTIONS
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.
| and | controlling the activities of the economic entity. | ||
|---|---|---|---|
| Economic | |||
| Entity | |||
| 2024 | 2023 | ||
| Summary | |||
| - | Short term employee benefits | 1,389,267 | 1,457,255 |
| - | Post-employment benefits | 141,843 | 160,396 |
| - | Long term employee benefits | 30,644 | 38,533 |
| - | Share-based employee benefits | 20,335 | 19,965 |
| 1,582,089 | 1,676,149 |
Key Management Personnel transactions
The following transactions occurred with related parties:
| Key Management Personnel transactions The following transactions occurred with related parties: |
|
|---|---|
| - Sale of goods to Wes Components Pty Ltd (director-related entity of Santo Carlini) The following balances are outstanding at the reporting date in relation to transactions with related parties: - Sale of goods to Wes Components Pty Ltd (director-related entity of Santo Carlini) |
348,523 371,203 |
| 28,975 27,749 |
NOTE 23: SHARE BASED PAYMENT ARRANGEMENTS
On 18 December 2020, 2,100,000 share options were granted under the Ambertech Limited Executive Share Option Scheme to take up ordinary shares at an exercise price of $0.22 each. The options are exercisable on or before 18 December 2025. The options hold no voting or dividend rights and are not transferable.
These options vest as follows:
-
I. Three quarters of the options have vested (tranche 1, tranche 2 and tranche 3) and
-
II. One quarter of the options vest on 30 September 2024.
As the performance-based vesting conditions in respect to the final quarter of the options above (450,000 options) was not met as at 30 June 2024, an amount of $25,446 has been reversed through the statement of profit or loss.
On 18 October 2023, 3,000,000 share options were granted under the Ambertech Limited Executive Share Option Scheme to take up ordinary shares at an exercise price of $0.267 each. 750,000 of these were granted to the Managing Director and received ratification at the Ambertech Limited AGM held on 23 November 2023. The options are exercisable on or before 17 October 2028. The options hold no voting or dividend rights and are not transferable.
These options vest as follows:
-
I. One quarter of the options have vested (tranche 1),
-
II. One quarter of the options vest on 30 September 2024,
-
III. One quarter of the options vest on 30 September 2025, and
-
IV. One quarter of the options vest on 30 September 2026.
Vesting subsequent to grant date is also subject to Key Management Personnel (KMP) meeting specified performance criteria. Further details of these options are provided in the directors’ report. The options hold no voting or dividend rights but have been listed. The options lapse when a KMP ceases their employment with the Group.
During the financial year 750,000 options vested (2023: 337,500) and a corresponding expense of $35,382 was recognised in the statement of profit or loss.
NOTE 23: SHARE BASED PAYMENT ARRANGEMENTS (continued)
As at the reporting date, the performance-based vesting conditions for the remaining options were not considered sufficiently certain and therefore no expense has been recognised.
The consolidated entity established the Ambertech Limited Employee Share Option Plan on 5 November 2004 as a long-term incentive scheme to strive for improved group performance. The options are issued for no consideration and carry no entitlements to voting rights or dividends of the Group. The number available to be granted is determined by the Board and is based on performance measures including profitability, return on capital employed and dividends.
The options were issued with a strike price representing a premium of 20% (for 2023 grant date) and a discount of 6% (2020 grant date) to the volume weighted average market price of the underlying shares determined at the time the shares were granted.
A summary of the movements of all options issued is as follows:
| Number | Weighted | |
|---|---|---|
| Average Exercise | ||
| Price | ||
| Options outstanding as at 1 July 2023 | 1,050,000 | $0.220 |
| Granted Forfeited |
3,000,000 - |
$0.267 - |
| Exercised | 25,000 | $0.267 |
| Expired | - | - |
| Options outstanding as at 30 June 2024 Options exercisable as at 30 June 2024 |
4,025,000 1,325,000 |
$0.255 $0.255 |
| Options exercisable as at 30 June 2023 | 600,000 | $0.220 |
The weighted average remaining contractual life of options outstanding at year-end was 3.6 years. The weighted average exercise price of outstanding options at the end of the reporting period was $0.255.
The fair value of the options granted to key management personnel is considered to represent the value of the employee services received over the vesting period.
Options issued over ordinary shares are valued using the Black-Scholes pricing model which takes into account the option exercise price, the current level and volatility 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, forfeited, or expire.
The options issued during the financial year disclosed above were calculated using the Black-Scholes option pricing model applying the following inputs:
| - | Weighted average exercise price: | $0.267 |
|---|---|---|
| - | Weighted average life of the option | 5 Years |
| - | Expected share volatility | 52% |
| - | Risk free interest rate | 4.10% |
The share price at grant date is considered when determining the value of the options granted. Historical share price volatility has been the basis for determining expected share price volatility as it is assumed that this is indicative of future volatility.
The life of the options is based on the historical exercise patterns, which may not eventuate in the future. These shares were issued as compensation to key management personnel and other executives of the Group. Further details relating to key management personnel are provided in the directors’ report.
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AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 24: SEGMENT REPORTING
NOTE 24: SEGMENT REPORTING (continued)
(a) Description of segments
Management has determined the operating segments based on the internal reports that are reviewed and used by the Board of Directors in assessing performance and determining the allocation of resources.
The economic entity comprises the following operating segments:
Retail Distribution of home entertainment solutions to dealers.
Integrated Solutions 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.
Professional Distribution of high technology equipment to professional broadcast, film, recording and sound reinforcement industries.
(b) Segment information
| b) Segment information | |
|---|---|
| 2024 Revenue - Total segment revenue - Inter-segment revenue Revenue from external customers Result - Segment Contribution - Unallocated / corporate result - EBITDA - Depreciation and amortisation - EBIT - Interest and finance costs - Profit before income tax - Income tax expense - Profit for the year Assets - Segment Assets - Unallocated/corporate assets - Total assets Liabilities - Segment liabilities - Unallocated/corporate liabilities - Total liabilities Other - Acquisition of non current segment assets |
Retail Integrated Solutions Professional Eliminations Economic Entity $'000 $'000 $'000 $'000 $'000 12,930 47,306 35,220 - 95,456 - - - - - |
| 12,930 47,306 35,220 - 95,456 |
|
| 520 2,796 2,908 6,224 (1,524) |
|
| 4,700 (1,525) |
|
| 3,175 (1,234) |
|
| 1,941 (579) |
|
| 1,362 | |
| 9,336 20,996 13,732 - 44,064 |
|
| 6,690 | |
| 50,754 | |
| 2,825 9,970 6,594 - 19,389 |
|
| 9,149 | |
| 28,538 | |
| 64 107 89 - 260 |
|
| 260 |
| 2023 Revenue - Total segment revenue - Inter-segment revenue Revenue from external customers Result - Segment Contribution - Unallocated / corporate result - EBITDA - Depreciation and amortisation - EBIT - Interest and finance costs - Profit before income tax - Income tax expense - Profit for the year Assets - Segment Assets - Unallocated/corporate assets - Total assets Liabilities - Segment liabilities - Unallocated/corporate liabilities - Total liabilities Other - Acquisition of non-current segment assets |
Retail Integrated Solutions Professional Eliminations Economic Entity $'000 $'000 $'000 $'000 $'000 11,389 43,598 29,237 - 84,224 - - - - - |
|---|---|
| 11,389 43,598 29,237 - 84,224 |
|
| 701 3,404 1,842 5,947 (1,017) |
|
| 4,930 (1,112) |
|
| 3,818 (1,085) |
|
| 2,733 (803) |
|
| 1,930 | |
| 8,795 23,981 14,918 - 47,694 |
|
| 4,616 | |
| 52,310 | |
| 2,017 5,462 7,866 - 15,345 |
|
| 14,505 | |
| 29,850 | |
| 36 108 96 - 240 |
|
| 240 |
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AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 24: SEGMENT REPORTING (continued)
(c) Segment information on geographical region
| Geographical Location - Australia - New Zealand |
Segment Revenues from Sales to External Customers Carrying Amount of Segment Non-Current Assets Acquisition of Non- Current Assets 2024 2023 2024 2023 2024 2023 $'000 $'000 $'000 $'000 $'000 $'000 90,370 78,986 5,636 6,740 126 228 5,086 5,238 844 92 134 12 |
|---|---|
| 95,456 84,224 6,480 6,832 260 240 |
Carrying amount of segment non-current assets
These amounts include all non-current assets other than deferred tax assets located in the country of domicile.
(d) Other segment information
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, inventories and property, plant and equipment and goodwill. All remaining assets of the economic entity are considered to be unallocated assets. 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. These transfers are eliminated on consolidation.
Major Customers
During the year ended 30 June 2024, $7,635,943 or 7.66% (2023: $5,518,776 or 6.2%) of the consolidated entity's external revenue was derived from sales to a major Australian retailer through the Major Retail segment.
NOTE 25: CASH FLOW INFORMATION
| Economic Entity | |||
|---|---|---|---|
| 2024 | 2023 | ||
| $'000 | $'000 | ||
| (i).Cash and cash equivalents | |||
| Cash and cash equivalents included in the statement of cash flows comprise the | |||
| following amounts: | |||
| Cash on hand | 1 | 2 | |
| At call deposits with financial institutions | 2,048 | 1,566 | |
| Total cash and cash equivalents | 2,049 | 1,568 | |
| (ii) Reconciliation of net cash provided by operating activities to profit after income | |||
| tax | |||
| Profit for the year | 1,362 | 1,930 | |
| Adjustments for: | |||
| Depreciation and amortization | 1,525 | 1,112 | |
| Foreign exchange loss/(gain) | - | 23 | |
| Net loss on sale of plant and equipment | - | - | |
| Non-cash share based payments | 9 | 31 | |
| Changes in operating assets and liabilities (net of business combinations): | |||
| (Increase)/decrease in trade and other receivables | 639 | (403) | |
| (Increase)/decrease in prepayments | 719 | (1,553) | |
| (Increase)/decrease in inventories | 407 | (4,235) | |
| Increase/(decrease) in trade and other payables | 2,896 | 2,015 | |
| Increase/(decrease) contract liabilities | (2,398) | 1,805 | |
| (Decrease)/Increase in provisions | 26 | (220) | |
| (Decrease) in income taxes payable | (144) | (338) | |
| Decrease in deferred taxes | (19) | 258 | |
| Net cashprovided byoperatingactivities | 5,022 | 425 |
(iii) Non Cash Financing and Investing Activities
During the financial year the economic entity entered into the following non-cash transactions:
-
Right Of Use asset acquired relating to a New Zealand property lease with an asset value of $698,000
-
- Right of Use asset acquired relating to equipment leases with an asset value of $251,000.
There were no other non-cash financing or investing activities during the financial year.
(A) 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 three months, and bank overdrafts.
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AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 26: FINANCIAL RISK MANAGEMENT
The economic entity's financial risk management policies are established to identify and analyse the risks faced by the business, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the economic entity's activities.
The economic entity's activities expose it to a wide variety of financial risks, including the following:
-
credit risk
-
liquidity risk
-
market risk (including foreign currency risk and interest rate risk)
This note presents information about the economic entity's exposure to each of the above risks, the objectives, policies and processes for measuring and managing risk and how the economic entity manages capital.
Liquidity and market risk management is carried out by a central treasury function (Group Treasury) in accordance with risk management policies. The Board has overall responsibility for the establishment and oversight of the risk management framework. The Board, through the Audit and Risk Management Committee, oversees how management monitors compliance with the risk management policies and procedures and reviews the adequacy of the risk management framework in relation to risks.
The economic entity uses derivative financial instruments such as foreign exchange contracts to hedge certain risk exposures. Derivatives are used exclusively for hedging purposes. The economic entity does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.
A). Credit Risk
Credit risk is the risk of financial loss to the economic entity if a customer or the counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the economic entity's receivables from customers. The maximum exposure to credit risk is the carrying amount of the financial assets.
NOTE 26: FINANCIAL RISK MANAGEMENT (continued) The ageing of trade receivables at the reporting date was:
| Economic | Entity | ||
|---|---|---|---|
| 2024 | 2023 | ||
| $'000 | $'000 | ||
| Not past due | 10,724 | 9,596 | |
| Past due up to 30 days | 2,974 | 3,919 | |
| Past due 31-60 days | 602 | 254 | |
| Past due 61 days and over | 414 | 1,077 | |
| Total trade receivables not impaired | 14,714 | 14,846 | |
| Trade receivables impaired | 137 | 44 | |
| Total trade receivables | 14,851 | 14,890 |
The economic entity does not have other receivables which are past due (2023: Nil).
The consolidated entity increased its monitoring of debt recovery as there was an increased probability of customers delaying payment or being unable to pay, due to the current economic environment. At this time this concern has not materialized with credit losses only marginally increased.
B). Liquidity Risk
Liquidity risk is the risk that the economic entity will not be able to meet its financial obligations as they fall due. The economic entity's policy for managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity (cash reserves and finance facilities) to meet its liabilities when due, under both normal and stressed conditions. The objective of the policy is to maintain a balance between continuity of funding and flexibility through the use of finance facilities.
The economic entity monitors liquidity risk by maintaining adequate cash reserves and financing facilities and by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. The table below summarises the maturity profile of the economic entity's financial liabilities based on contractual undiscounted payments:
Trade and other receivables
Exposure to credit risk is influenced mainly by the individual characteristics of each customer. The customer base consists of a wide variety of customer profiles. New customers are analysed individually for creditworthiness, considering credit ratings where available, financial position, past experience and other factors. This includes major contracts and tenders approved by executive management. Customers that do not meet the credit policy guidelines may only purchase using cash or recognised credit cards. The general terms of trade for the economic entity are between 30 and 60 days.
In monitoring credit risk, customers are grouped by their debtor ageing profile. Monitoring of receivable balances on an ongoing basis minimises the exposure to bad debts.
Expected credit loss allowance
The expected credit loss allowance relates to specific customers, identified as being in trading difficulties, or where specific debts are in dispute. The expected credit loss allowance does not include debts past due relating to customers with a good credit history, or where payments of amounts due under a contract for such customers are delayed due to works in dispute and previous experience indicates that the amount will be paid in due course.
| 2024 Financial liabilities due for payment Trade payable Other accounts payable Financial liabilities Lease liability Total expected outflows Financial assets - cash flows realisable Trade receivables Total anticipated inflows Net inflow / (outflow) on financial instruments |
Contractual Cash Flows Within 1 Year 1 to 5 Years Over 5 Years Total $'000 $'000 $'000 $'000 9,330 - - 9,330 2,446 - - 2,446 5,098 - - 5,098 1,735 5,198 - 6,933 |
|---|---|
| 18,609 5,198 - 23,807 |
|
| 14,851 - - 14,851 |
|
| 14,851 - - 14,851 |
|
| (3,758) (5,198) - (8,956) |
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AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 26: FINANCIAL RISK MANAGEMENT (continued)
| OTE 26: FINANCIAL RISK MANAGEMENT (continued) | |
|---|---|
| 2023 Financial liabilities due for payment Trade payable Other accounts payable Financial liabilities Lease liability Total expected outflows Financial assets - cash flows realisable Trade receivables Total anticipated inflows Net inflow/(outflow) on financial instruments |
Contractual Cash Flows Within 1 Year 1 to 5 Years Over 5 Years Total $'000 $'000 $'000 $'000 6,331 - - 6,331 2,521 - - 2,521 6,324 - - 6,324 1,438 6,050 - 7,488 |
| 16,614 6,050 - 22,664 |
|
| 14,890 - - 14,890 |
|
| 14,890 - - 14,890 |
|
| (1,724) (6,050) - (7,774) |
NOTE 26: FINANCIAL RISK MANAGEMENT (continued)
Interest Rate Risk
The economic entity has a debtor financing facility. The use of the facility exposes the economic entity to cash flow interest rate risk.
As at the reporting date, the economic entity had the following fixed and variable rate borrowings:
| Note | Weighted average interest rate | Weighted average interest rate | Balance | ||
|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | ||
| % | % | $'000 | $'000 | ||
| Debtor finance | 14 | 5.80% | 5.80% | 4,787 | 5,930 |
| Business transaction facility | 14 | 5.80% | 5.80% | 311 | 394 |
| Financial liabilities | 5.80% | 5.80% | 5,098 | 6,324 |
The following table demonstrates the impact on the profit and equity of the economic entity if the average interest rate on the borrowing facility had either increased or decreased by 1%, which management consider to be reasonably possible over the whole year ending 30 June 2024, with all other variables remaining constant:
The carrying amounts of cash and cash equivalents, trade and other receivables and trade and other payables are assumed to approximate their fair values due to their short term nature.
The fair value of debtor finance and lease liabilities is estimated by discounting the remaining contractual maturities at the current market interest rate that is available for similar financial liabilities.
C). Market Risk
Market risk is the risk that changes in market prices will affect the economic entity's income or the value of its holdings of financial instruments. The activities of the economic entity expose it primarily to the financial risks of changes in foreign currency rates and interest rates. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, whilst optimising the returns.
Foreign Currency Risk
The following table demonstrates the impact on the profit and equity of the economic entity, if the Australian Dollar weakened/strengthened by 10%, which management consider to be reasonably possible at balance date against the respective foreign currencies, with all other variables remaining constant:
| Impact on profit Impact on equity |
Weakening of 10% 2024 2023 $'000 $'000 (19) (101) (19) (101) |
Strengthening of 10% 2024 2023 $'000 $'000 732 83 |
|---|---|---|
| 732 83 |
| Impact on profit Impact on equity |
Increase of 1% of average interest rate Decrease of 1% of average interest rate 2024 2023 2024 2023 $'000 $'000 $'000 $'000 (137) (102) 137 102 |
|---|---|
| (137) (102) 137 102 |
D) Fair Values
The fair values of assets and liabilities approximate their carrying values. No financial assets or liabilities are readily traded on organised markets.
E) Capital Management
The Board's aim is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position.
Total capital is defined as shareholders' equity. The Board monitors the return on capital, which is defined as net operating income divided by total shareholders' equity. The Board also establishes a dividend payout policy which is targeted as being greater than 50% of earnings, subject to a number of factors, including the capital expenditure requirements and the company's financial and taxation position. Dividends paid or reinvested as part of the Dividend Reinvestment Plan during the year ended 30 June 2024 were $2,074,000 (2023: $1,861,000).
There were no changes to the economic entity's approach to capital management during the financial year.
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AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 27: EARNINGS PER SHARE
| OTE 27: EARNINGS PER SHARE | |
|---|---|
| A) Basic earnings per share (cents) Weighted average number of ordinary shares (number) Earnings used to calculate basic earnings per share ($) |
Economic Entity 2024 2023 $'000 $'000 1.4 2.1 |
| 94,646,456 93,106,394 |
|
| 1,362,000 1,930,000 |
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the year, adjusted for bonus elements in ordinary shares issued during the year.
| B) Diluted earnings per share (cents) | 1.4 | 2.1 |
|---|---|---|
| Weighted average number of ordinary shares (number) | 96,036,620 | 93,712,490 |
| Earnings used to calculate diluted earnings per share ($) | 1,362,000 | 1,930,000 |
| 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. |
||
| NOTE 28: DIVIDEND | Economic Entity | |
| 2024 | 2023 | |
| $'000 | $'000 | |
| Final Dividends | ||
| Final dividend for the year ended: | ||
| - 30 June 2023, 1.0 cents per share, fully franked paid on 17 October 2023 |
932 | - |
| - 30 June 2022, 1.5 cents per share, fully franked paid on 30 September 2022 |
- | 1,395 |
| Paid in Cash | 494 | 1,395 |
| Reinvested as part of the Dividend Reinvestment Plan | 438 | - |
| Interim Dividends | ||
| Interim dividend for the year ended: | ||
| - 30 June 2024, 1.2 cents per share, fully franked, paid on 5 April 2024 |
1,142 | - |
| - 30 June 2023, 0.5 cents per share, fully franked, paid on 31 March 2023 |
- | 466 |
| Paid in Cash | 1,092 | 466 |
| Reinvested as part of the Dividend Reinvestment Plan | 50 | - |
| Total Dividends | 2,074 | 1,861 |
| Franking credits available for subsequent financial years at the 30% corporate tax rate after | ||
| allowing for tax payable in respect of current year's profit and tax rules | 6,654 | 5,972 |
| Dividends not recognised at year end | - | 932 |
NOTE 29: AUDITORS' REMUNERATION
The disclosures include amounts received or due and receivable by BDO Audit Pty Ltd and their respective related entities.
Audit services
| Audit services | |||
|---|---|---|---|
| 2024 | 2023 | ||
| BDO Audit Pty Ltd Audit and review of financial reports under the_Corporations Act 2001_. |
$ 150,555 | $ 145,186 | |
| Total remuneration for audit services | 150,555 | 145,186 | |
| Non-audit services | |||
| BDO Services Pty Ltd | |||
| Tax compliance services, including review of company income tax returns | 18,400 | 20,240 | |
| Other practices - BDO Auckland | |||
| Tax compliance services, including review of company income tax returns | 6,993 | 5,322 | |
| Total remuneration for non-audit services | 25,393 | 25,562 |
It is the economic entity's policy to employ BDO on assignments additional to their statutory audit duties where BDO's expertise and experience with the economic entity are important. These assignments are principally tax compliance assignments.
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AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AMBERTECH LIMITED AND CONTROLLED ENTITIES ACN 079 080 158 DIRECTORS’ DECLARATION
NOTE 30: PARENT ENTITY INFORMATION
Information relating to Ambertech Limited (parent entity):
| Parent | Entity | |
|---|---|---|
| 2024 | 2023 | |
| $'000 | $'000 | |
| Current Assets | 22,638 | 23,085 |
| Total Assets | 27,196 | 27,642 |
| Current Liabilities | 2,958 | 3,067 |
| Total Liabilities | 2,958 | 3,067 |
| Share capital | 22,332 | 21,837 |
| Share issue cost reserve | 78 | 68 |
| Retained earnings | 1,828 | 2,670 |
| (Loss)/Profit of the parent entity | (842) | (272) |
| Total comprehensive income of theparent entity | (842) | (272) |
Contingent Liabilities
The parent entity had no contingent liabilities as at 30 June 2024 (2023: Nil).
Capital Commitments
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2024 (2023: Nil)
Significant Accounting Policies
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 1 and throughout the notes, except for the following:
- Investments in subsidiaries are accounts for at cost, less any impairment in the parent entity.
The directors of the company declare that:
-
The financial statements, comprising the consolidated entity disclosure statement, consolidated statement of profit or loss and other comprehensive income, consolidated statement of financial position, consolidated statement of cash flows, consolidated statement of changes in equity and accompanying notes, are in accordance with the Corporations Act 2001 and:
-
(a) comply with Australian Accounting Standards and the Corporations Regulations 2001; and
-
(b) give a true and fair view of the consolidated entity's financial position as at 30 June 2024 and of its performance for the year ended on that date.
-
The company has included in the notes to the financial statements an explicit and unreserved statement of compliance with International Financial Reporting Standards.
-
In the directors' opinion, there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.
-
The directors have been given the declarations by the chief executive officer and chief operating officer required by Section 295A of the Corporations Act 2001 .
-
In the Directors’ opinion the consolidated entity disclosure statement attached on page 13 required by subsection 205(3A) of the Corporations Act 2001 is true and correct.
This declaration is made in accordance with a resolution of the Board of Directors pursuant to section 295(5)(a) of the Corporations Act 2001 , and is signed for and on behalf of the directors by:
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P F Wallace Director
P A Amos Director
Dated this 15[th] day of August 2024 Sydney
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SHAREHOLDERS INFORMATION
The following information is required by the Australian Securities Exchange Limited.
DISTRIBUTION OF EQUITY SECURITY BY SIZE OF HOLDING:
| 1 1,001 5,001 10,001 100,001 Total |
Number of Shareholders |
Number of Ordinary Shares |
% of Total Capital |
||
|---|---|---|---|---|---|
| - | 1,000 | 105 | 58,054 | 0.06 | |
| - | 5,000 | 242 | 696,537 | 0.73 | |
| - | 10,000 | 109 | 878,663 | 0.92 | |
| - | 100,000 | 285 | 10,399,926 | 10.90 | |
| and | over | 95 | 83,371,603 | 87.39 | |
| 836 | 95,404,783 | 100.00 |
The number of security investors holding less than a marketable parcel of 2,632 securities is 225 and they hold 285,795 securities.
SUBSTANTIAL SHAREHOLDERS
Substantial shareholders with a relevant interest of 5% or more of total issued shares, based on notifications provided to the company under the Corporations Act 2001 include:
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Shareholder Number of shares % of total capital
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| Shareholder | Number of shares | % of total capital |
|---|---|---|
| Appwam PtyLimited | 29,299,790 | 30.71 |
| Wavelink Systems PtyLtd | 7,463,681 | 7.82 |
| Crowton PtyLimited | 5,322,555 | 5.58 |
| Greigand Harrison | 4,980,000 | 5.22 |
UNQUOTED SECURITIES
There are a total of 3,575,000 unquoted securities on issue as follows:
EQUITY SECURITY HOLDERS
The twenty largest shareholders as at 18 September 2024 were:
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% of total
Rank Twenty largest holders Number of shares
capital
1 Appwam Pty Limited 29,288,391 30.71
2 Crowton Pty Ltd 5,322,555 5.58
3 Wavelink Systems Pty Ltd Employee Super Fund 4,455,350 4.67
4 Mr Nathan Carlini 3,716,267 3.89
5 Wygrin Pty Ltd 3,355,863 3.52
6 Horrie Pty Ltd 3,211,605 3.37
7 Wallace Capital Pty Ltd 2,927,077 3.07
8 Wavelink Systems Pty Ltd 2,908,331 3.05
9 Mr Edwin Goodwin & Ms Julia Griffith 2,883,556 3.02
10 SI Corporation Pty Ltd 1,713,046 1.80
11 Martini Super Pty Ltd 1,000,000 1.05
12 R&B Invest Pty Ltd 1,000,000 1.05
13 Rubino Group Pty Ltd 887,067 0.93
14 Mr Michael Carman & Mrs Alisha Carman 757,561 0.79
15 Terry Morris Pty Ltd 722,632 0.76
16 Hillmorton Custodians Pty Ltd 686,000 0.72
17 Mr Robert Douglas Lewin 572,991 0.60
18 Finclear Services Pty Ltd 546,680 0.57
19 NSR Investments Pty Ltd 500,000 0.52
20 Yanni Investments Pty Ltd 497,755 0.52
66,964,126 70.19
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| Description | Number of Options | Number of holders |
|---|---|---|
| Options over ordinaryshares | 3,575,000 | 14 |
ON-MARKET BUY BACK
On 2 September 2005, the company lodged an Appendix 3C announcing an on-market buy-back of up to 1,543,150 ordinary shares on issue. On 28 September 2006 the company lodged an Appendix 3D amending the buy-back duration to unlimited. The company has not lodged an Appendix 3F to finalise the buy back as at 18 September 2024.
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 2024 no shares were bought back by the company.
VOTING RIGHTS
On a show of hands, one vote for every registered shareholder, and for a poll, one vote for every share held by a registered shareholder.
Source: Boardroom Pty Limited
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CORPORATE DIRECTORY
Registered Office (NSW Office)
VIC Office Auckland Office
Unit 1, 2 Daydream Street Unit 6, 17 Helen Street 48A Porana Road Warriewood NSW 2102 Heidelberg West VIC 3081 Wairau Valley, Auckland 0627 T: 1800 251 367 T: 0800 42 62 37 www.ambertech.com.au www.amber.co.nz
Directors
Peter Wallace (Chairman) Peter Amos (Managing Director) Tom Amos Santo Carlini Janine Rolfe
Company Secretary
Robert Glasson (Chief Operating Officer)
Investor Relations
Melanie Singh [email protected]
Auditor
BDO Audit Pty Ltd Level 11, 1 Margaret Street Sydney NSW 2000 T: + 61 2 9251 4100
Share Registry
Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Tel: 1300 737 760 www.boardroomlimited.com.au
Media Enquiries
NWR Communications [email protected]
Corporate Governance Statement
www.ambertech.com.au/investors/corporate-governance
AMBERTECH LIMITED
PO Box 955, Mona Vale NSW 1660 Unit 1, 2 Daydream St Warriewood NSW 2102 Email: [email protected] Phone: 02 9998 7600 Fax: 02 9999 0770
ACN 079 080 158