Exhibit 99.1
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
GENERAL PURPOSE ANNUAL FINANCIAL REPORT
YEAR ENDED 30 JUNE 2013
CONTENTS | PAGE | |||
Directors’ Report | 1-3 | |||
Consolidated Statement of Comprehensive Income | 4 | |||
Consolidated Statement of Financial Position | 5 | |||
Consolidated Statement of Changes in Equity | 6 | |||
Consolidated Statement of Cash Flows | 7 | |||
Notes to the Financial Statements | 8-35 | |||
Directors’ Declaration | 36 | |||
Independent Audit Report | 37-38 |
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
YEAR ENDED 30 JUNE 2013
DIRECTORS’ REPORT
The directors submit their report for the year ended 30 June 2013 for Stayz Pty Limited and its controlled entities (“the Company”).
DIRECTORS
The names of the directors of the Company in office during the year and until the date of this report are as follows.
Anton Stanish | (appointed 14 February 2014) | |
Carl Shepherd | (appointed 6 December 2013) | |
James Daniel Cassidy | (resigned on 10 February 2014) | |
Nic Cola | (resigned on 6 December 2013) | |
Guy Reypert | (resigned on 6 December 2013) | |
Brian Cassell | (resigned on 9 May 2013) | |
Dale Bridle | (resigned as alternate director on 9 May 2013) | |
Justin Butterworth | (resigned on 6 November 2012) | |
Craig Davis | (resigned on 6 November 2012) | |
Gail Hambly | (resigned on 13 August 2013) |
CORPORATE STRUCTURE
Stayz Pty Limited is a company limited by shares that is incorporated and domiciled in Australia. It is a subsidiary of HomeAway Australia Holding Pty Ltd and the ultimate parent entity is HomeAway Inc.
REGISTERED OFFICE
The registered office of Stayz Pty Limited is Level 5, 1 Darling Island Road, Pyrmont, NSW 2009.
PRINCIPAL ACTIVITIES
The principal activity of the Company during the year was to act as an advertising medium for holiday property accommodation.
EMPLOYEES
The Company employed 6 employees as at 30 June 2013 (24 June 2012: 11). Employees from Fairfax Digital Australia & New Zealand Limited perform work on behalf of the Company and therefore a portion of the employees’ costs are charged to the Company.
1
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
YEAR ENDED 30 JUNE 2013
DIRECTORS’ REPORT (CONTINUED)
REVIEW AND RESULTS OF OPERATIONS
The net result of the Company for the year ended 30 June 2013 was an operating profit after tax of $7,298,271 (24 June 2012: $6,835,846).
The key highlights of the trading results of the Company for the year as compared to the corresponding period were:
• | Revenue from continuing operations increased 10% to $25,429,610. Booking revenues from the Stayz Online Booking System grew as property owners continued to adopt the online system. Listing revenues grew by 12% as a result of acquisition initiatives. |
• | The growth in Stayz and YesBookIt revenue were offset by a decline in Occupancy revenues of 17%. |
• | Expenses increased by 19%, with continued investment in marketing. |
• | Net cash inflow from operating activities was $8,034,301. Cash and cash equivalents decreased by $5,652,849 after dividend payments of $6,671,700, purchase of assets in YesBookIt of $4,750,000 and income tax paid of $5,287,729. |
DIVIDENDS
A dividend of $6,671,700 was paid to the shareholders of Stayz Pty Limited on 8 and 15 November 2012 for $0.23 per share (24 June 2012: $1,354,500 was paid for $0.05 per share).
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
On 29 October 2012, the Company acquired assets in YesBookIt partnership and Midac Technologies Pty Ltd (collectively known as “YBI”).
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
On 14 August 2013, $5,823,984 of dividends were paid to the shareholders of the Company, and the remaining minority shares in the Company were purchased by Fairfax Digital Limited through the exercise of the Second Call Option.
On 6 December 2013, HomeAway Australia Holdings Pty Ltd acquired the Company from Fairfax Media Limited for $216,600,000, which is inclusive of certain transitional services to be provided by Fairfax over a defined term.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
Information on likely developments in the operations and expected results has been omitted, as the directors believe it is likely to result in unreasonable prejudice to the entity.
2
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
YEAR ENDED 30 JUNE 2013
DIRECTORS’ REPORT (CONTINUED)
SHARE OPTIONS
The Company has not granted to any person an option for the issue of shares in the Company.
Signed in accordance with a resolution of the directors.
/s/ Carl Shepherd | /s/ Anton Stanish | |||
Carl Shepherd | Anton Stanish | |||
Director | Director | |||
Date: February 17, 2014 |
3
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 30 JUNE 2013
Notes | 2013 | 2012 | ||||||||
$ | $ | |||||||||
Revenue from continuing operations | 3 | 25,429,610 | 23,115,864 | |||||||
Other income | 3 | 83,886 | 54,107 | |||||||
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Total revenue and income from continuing operations | 25,513,496 | 23,169,971 | ||||||||
Expenses from operations excluding depreciation, amortisation and finance costs | 4(a) | 12,071,390 | 10,074,771 | |||||||
Depreciation and amortisation | 4(b) | 3,246,193 | 2,757,685 | |||||||
Finance costs | 4(c) | 268,336 | 217,038 | |||||||
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Net profit from continuing operations before income tax expense | 9,927,577 | 10,120,477 | ||||||||
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Income tax expense | 5(a) | 2,629,306 | 3,284,631 | |||||||
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Net profit from continuing operations after income tax | 7,298,271 | 6,835,846 | ||||||||
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Other comprehensive income | — | — | ||||||||
Total comprehensive income for the year | 7,298,271 | 6,835,846 | ||||||||
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The above statement of comprehensive income should be read in conjunction with the accompanying notes.
4
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2013
Notes | 2013 | 2012 | ||||||||
$ | $ | |||||||||
CURRENT ASSETS | ||||||||||
Cash and cash equivalents | 6 | 12,117,435 | 17,770,284 | |||||||
Trade and other receivables | 7 | 2,923,256 | 2,356,966 | |||||||
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Total Current Assets | 15,040,691 | 20,127,250 | ||||||||
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NON-CURRENT ASSETS | ||||||||||
Property, plant and equipment | 8 | 58,017 | 97,526 | |||||||
Intangible assets | 9 | 38,684,400 | 35,155,268 | |||||||
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Total Non-Current Assets | 38,742,417 | 35,252,794 | ||||||||
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Total Assets | 53,783,108 | 55,380,044 | ||||||||
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CURRENT LIABILITIES | ||||||||||
Trade and other payables | 10 | 7,142,462 | 6,176,974 | |||||||
Provisions | 11 | 1,537,140 | 1,189,205 | |||||||
Current tax liability | 12 | 1,276,208 | 2,650,401 | |||||||
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Total Current Liabilities | 9,955,810 | 10,016,580 | ||||||||
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NON-CURRENT LIABILITIES | ||||||||||
Provisions | 11 | 18,377 | 896,885 | |||||||
Deferred tax liability | 5(b) | 788,497 | 2,072,726 | |||||||
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Total Non-Current Liabilities | 806,874 | 2,969,611 | ||||||||
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Total Liabilities | 10,762,684 | 12,986,191 | ||||||||
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Net Assets | 43,020,424 | 42,393,853 | ||||||||
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EQUITY | ||||||||||
Contributed equity | 13 | 29,084,726 | 29,084,726 | |||||||
Reserves | 14 | 4,700,000 | 4,700,000 | |||||||
Retained profits | 15 | 9,235,698 | 8,609,127 | |||||||
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Total Equity | 43,020,424 | 42,393,853 | ||||||||
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The above statement of financial position should be read in conjunction with the accompanying notes.
5
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 30 JUNE 2013
Contributed Equity | Reserves | Retained Profits | Total | |||||||||||||
(Note 13) | (Note 14) | (Note 15) | ||||||||||||||
$ | $ | $ | $ | |||||||||||||
Balance at 24 June 2012 | 29,084,726 | 4,700,000 | 8,609,127 | 42,393,853 | ||||||||||||
Profit for the year | — | — | 7,298,271 | 7,298,271 | ||||||||||||
Other comprehensive income | — | — | — | — | ||||||||||||
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Total comprehensive income for the year | — | — | 7,298,271 | 7,298,271 | ||||||||||||
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Transactions with owners in their capacity as owners: | ||||||||||||||||
Dividends paid to shareholders | — | — | (6,671,700 | ) | (6,671,700 | ) | ||||||||||
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Total transactions with owners | — | — | (6,671,700 | ) | (6,671,700 | ) | ||||||||||
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Balance at 30 June 2013 | 29,084,726 | 4,700,000 | 9,235,698 | 43,020,424 | ||||||||||||
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Balance at 27 June 2011 | 29,074,921 | 4,700,000 | 3,127,781 | 36,902,702 | ||||||||||||
Profit for the year | — | — | 6,835,846 | 6,835,846 | ||||||||||||
Other comprehensive income | — | — | — | — | ||||||||||||
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Total comprehensive income for the year | — | — | 6,835,846 | 6,835,846 | ||||||||||||
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Transactions with owners in their capacity as owners: | ||||||||||||||||
Shares issued | 9,805 | — | — | 9,805 | ||||||||||||
Dividends paid to shareholders | — | — | (1,354,500 | ) | (1,354,500 | ) | ||||||||||
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Total transactions with owners | 9,805 | — | (1,354,500 | ) | (1,344,695 | ) | ||||||||||
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Balance at 24 June 2012 | 29,084,726 | 4,700,000 | 8,609,127 | 42,393,853 | ||||||||||||
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The above statement of changes in equity should be read in conjunction with the accompanying notes.
6
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED 30 JUNE 2013
Notes | 2013 $ | 2012 $ | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||
Receipts from customers | 54,855,768 | 42,056,274 | ||||||||
Payments to suppliers and employees | (41,349,288 | ) | (29,083,219 | ) | ||||||
Finance costs paid | (268,336 | ) | (217,038 | ) | ||||||
Interest received | 83,886 | 54,108 | ||||||||
Income tax (paid)/ received | (5,287,729 | ) | 1,449,698 | |||||||
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Net cash inflow from operating activities | 18(b) | 8,034,301 | 14,259,823 | |||||||
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CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||
Payments for software and websites | (1,757,164 | ) | (2,633,193 | ) | ||||||
Payments for property, plant & equipment | (18,134 | ) | (194,233 | ) | ||||||
Payment for purchase of YBI business | (4,750,000 | ) | — | |||||||
Payments for trade names | — | (250,000 | ) | |||||||
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Net cash outflow from investing activities | (6,525,298 | ) | (3,077,426 | ) | ||||||
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CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||
Payments to related parties | (490,152 | ) | (2,165,799 | ) | ||||||
Proceeds from the issue of shares | — | 9,805 | ||||||||
Dividends paid | (6,671,700 | ) | (1,354,500 | ) | ||||||
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Net cash outflow from financing activities | (7,161,852 | ) | (3,510,494 | ) | ||||||
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NET (DECREASE)/INCREASE IN CASH HELD | (5,652,849 | ) | 7,671,903 | |||||||
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Cash at the beginning of the financial year | 17,770,284 | 10,098,381 | ||||||||
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CASH AT THE END OF THE FINANCIAL YEAR | 18(a) | 12,117,435 | 17,770,284 | |||||||
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The above statement of cash flows should be read in conjunction with the accompanying notes.
7
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
1. CORPORATE INFORMATION
The consolidated financial statements of Stayz Pty Ltd and its controlled entities (“the Company”) for the year ended 30 June 2013 were authorised in accordance with a resolution of the directors on February 17, 2014.
Stayz Pty Ltd is a profit company limited by shares, incorporated and domiciled in Australia. Its registered office is:
Stayz Pty Limited
Level 5, 1 Darling Island Road
Pyrmont, Sydney NSW 2009
The ultimate parent company was Fairfax Media Limited up until 6 December 2013 and HomeAway Inc since 6 December 2013.
A description of the company’s operations and its principal activities is included in the directors’ report on pages 1-3, which is not part of the financial statements.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of the financial report are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial report is for the period 25 June 2012 to 30 June 2013 (2012: the period 27 June 2011 to 24 June 2012). Reference in this report to ‘a year’ is to the period ended 30 June 2013 or 24 June 2012 respectively, unless otherwise stated.
(a) Basis of preparation
The financial report is a general purpose financial report, which complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. The Company is a first time adopter of preparing general purpose financial reports. All measurement and recognition requirements under IFRS have historically been applied therefore no adjustment was required.
The financial report is prepared on the historical cost and going concern basis.
8
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(b) Basis of consolidation
The consolidated financial statements comprise the financial statements of Stayz Pty Limited and its controlled entities as at 30 June 2013.
Its controlled entities are all entities over which the Company has the power to govern the financial and operating policies so as to obtain benefits from their activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the group controls another entity.
The controlled entities are fully consolidated from the date on which control is transferred to the group and is deconsolidated from the date that control ceases.
The financial statements of the controlled entities are prepared for the same reporting period as the parent company, using consistent accounting policies.
In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intra-group transactions have been eliminated in full.
The investment in the controlled entities is carried at cost in the accounts of the parent entity.
(c) Historical cost convention
The financial statements have been prepared in accordance with the historical cost convention. Unless otherwise stated, the accounting policies adopted are consistent with those of the previous year.
The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. These accounting policies have been consistently applied by the Company.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Judgements made by management in the application of Australian Accounting Standards that have a significant effect on the financial report and estimates with a significant risk of material adjustment in the next year are set out in this note.
9
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(d) Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits, with a maturity of less than three months.
(e) Trade and other receivables
Trade receivables are recognised at original invoice (nominal value) amount less provision for doubtful debts. The nominal value less estimated credit adjustments of trade receivables are assumed to approximate their fair values. Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. A provision for doubtful debts is established where there is objective evidence that the Company will not be able to collect all amounts due.
(f) Property, plant & equipment
All property, plant and equipment are carried at historical cost less accumulated depreciation and accumulated impairment losses, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.
Depreciation on assets is calculated using the straight-line method to allocate their cost, net of their residual value, over their estimated useful lives as follows:
Computer hardware – 14% - 25%
Office equipment – 20%
The assets’ residual values, and useful lives are reviewed, and adjusted if appropriate, at each reporting date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss. When revalued assets are sold, it is company policy to transfer any amounts included in other reserves in respect of those assets to retained earnings.
10
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(g) Intangibles
(i) Goodwill
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interest over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the gain is recognised in profit or loss.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Company’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquire are assigned to those units.
(ii) Tradenames
Tradenames have been assessed to have indefinite useful lives. Accordingly, they are not amortised and are carried at cost less accumulated impairment losses. Tradenames are tested for impairment in accordance with Note 2(h). The Company’s tradenames operate in established markets and are expected to continue to complement the Company’s strategy. On this basis, the Directors have determined that the tradenames have indefinite lives as there is no foreseeable limit to the period over which the assets are expected to generate net cash inflows for the Company.
(iii) Other intangibles assets
Other intangible assets are stated at cost less accumulated amortisation and impairment losses. The useful lives of the intangible assets are assessed to be either finite or indefinite and are examined on an annual basis and adjustments, where applicable, are made on a prospective basis.
Amortisation on assets is calculated using the straight-line method to allocate their cost, net of their residual value, over their estimated useful lives as follows:
Software and Websites – 17% - 40%
Customer relationships – 13% - 25%
Intangible assets created within the business are not capitalised and are expensed in the income statement in the period the expenditure is incurred.
11
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
(h) Impairment of assets
Intangible assets are tested annually for impairment or whenever there is an indication that it may be impaired. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.
Where an asset does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. A cash-generating unit is the grouping of assets at the lowest level for which there are separately identifiable cash flows.
At each balance date, the Company assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the Company makes a formal estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount.
The recoverable amount of each cash-generating unit has been reviewed. The recoverable amount of each cash-generating unit is determined based on value-in-use calculations using a three year cash flow projection and a terminal value. These calculations use cash flow projections based on financial budgets approved by the Directors during the financial year ended 30 June 2013, after an adjustment for central overheads. Cash flows beyond the 2013 period are extrapolated using the estimated growth rate of 10%. The growth rate does not exceed the long-term average historical growth rate for the Company.
(i) Trade and other payables
Liabilities for trade creditors and other amounts are carried at amortised cost which is the fair value of the consideration to be paid in the future for goods and services received. Loans payable to related parties are carried at amortised cost and interest payable is recognised on an accruals basis.
(j) Contributed equity
Ordinary shares are classified as equity. Issued and paid up capital is recognised at the fair value of the consideration received by the company.
(k) Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the entity and the amount of the revenue can be reliably measured. Revenue from rendering of services is recognised when control of a right to be compensated for the services has been attained.
Listing fees are recognised over the period to which the advertising listing relates.
12
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(k) Revenue recognition (continued)
Commission revenue is calculated as a percentage of the total receipts from customers including commissions for accommodation services, cancellation fees, amendment fees less payments to property owners. Revenue is recognised nightly when guests have commenced their stay at respective properties. Commission revenue received prior to the commencement of the guest’s stay at the property is recognised as deferred income.
Interest is recognised as it accrues, taking into account the effective yield on the financial asset.
(l) Income tax
The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the national income tax rate adjusted by changes in deferred tax assets and liabilities attributed to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences:
• | except where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and |
• | in respect of taxable temporary differences associated with investments in subsidiaries, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. |
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax assets and unused tax losses can be utilised:
• | except where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and |
• | in respect of deductible temporary differences associated with investments in subsidiaries, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised. |
13
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(l) Income tax (continued)
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.
Income taxes relating to items recognised directly in equity are recognised in equity or as part of the expense.
Stayz Pty Limited and its subsidiary Occupancy Pty Limited joined the Fairfax Media Limited tax consolidated group on 14 August 2013. In accordance with the group’s tax sharing agreement, a deed of accession was entered into by the joining entities in order to include them in the tax consolidated group and limit the joint and several liability of the wholly-owned entities in the case of a default of the head entity, Fairfax Media Limited.
Stayz Pty Limited and Occupancy Pty Limited both subsequently exited the Fairfax Media Limited tax consolidated group on 6 December 2013 and satisfied the requirements on exit in accordance with Fairfax Media Limited’s Tax Sharing Agreement and Tax Funding Agreement.
(m) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST except:
(i) where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
(ii) receivables and payables are stated with the amount of GST included.
This net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.
Cash flows are included in the cash flow statement on a gross basis and the GST component of cash flows arising from investing and financing activities, which are recoverable from, or payable to the taxation authority are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.
14
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(n) Provisions
Provisions are recognised when an entity has a legal, equitable or constructive obligation to make a future sacrifice of economic benefits to others as a result of past transactions or past events, it is probable that a future sacrifice of economic benefits will be required and a reliable estimate can be made of the amount of the obligation. Provisions are not recognised for future operating losses.
Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the reporting date using a discounted cash flow methodology. The risks specific to the provision are factored into the cash flows and as such a risk-free government bond rate relative to the expected life of the provision is used as a discounted rate. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the time value of money and the risks specific to the liability. The increase in the provision resulting from the passage of time is recognised in finance costs.
(o) Employee Benefits
Wages, salaries, annual leave and long service leave
Current liabilities for wages and salaries, holiday pay, annual leave and long service leave are recognised in the provision for employee benefits and measured at the amounts expected to be paid when the liabilities are settled.
The employee benefit liability expected to be settled with twelve months from reporting date is recognised in current liabilities. The non-current provision relates to entitlements, including long service leave, which is expected to be payable after twelve months from reporting date and are measured as the present value of expected future payments to be made in respect of services, employee departures and periods of service. Expected future payments are discounted using market yields at reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.
Employee benefit on-costs are recognised and included in employee benefit liabilities and costs when the employee benefits to which they relate are recognised as liabilities.
(p) Significant judgements
The carrying amounts of certain assets and liabilities are determined based on estimates and assumptions of future events. The key estimates and assumptions that are a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next financial are:
15
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(i) Impairment of goodwill and intangibles with indefinite useful lives
The Company tests annually or at each reporting date where there is an indication of impairment. This requires an estimation of the recoverable amount of the cash generating units, using a value in use methodology, as detailed in Note 2 (h).
The assumptions used in the estimation of recoverable amount and the carrying amount of goodwill and intangibles with indefinite useful lives, along with a sensitivity analysis are detailed in Note 9.
(ii) Income taxes
The Company is subject to income taxes in Australia and jurisdictions where it has foreign operations. Judgement is required in determining the Company’s provision for income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain.
(q) New accounting standards and interpretations
Certain new accounting standards and interpretations have been published that are not mandatory for the 30 June 2013 reporting period. The Company’s assessment of the impact of these new standards and interpretations is set out below:
• | IFRS 10 Consolidated Financial Statements (applicable to the Group from 1 July 2013) This standard broadens the situations where an entity is likely to be considered to control another entity and includes new guidance for determining control of an entity. Based on investments held at 30 June 2013 there will be no impact on the Company. |
• | IFRS 12 Disclosure of Interests in Other Entities (applicable to the Group from 1 July 2013) The standard introduces new disclosures about the judgements made by management to determine whether control exists, and to require summarised information about joint arrangements, associated and structured entities and subsidiaries with non-controlling interests. This standard is not expected to have an impact on the Company. |
• | IFRS 13 Fair Value Measurement (applicable to the Company from 1 July 2013) The standard establishes a single source of guidance for determining the fair value of assets and liabilities. This standard is not expected to have a significant impact on the Company. |
• | IAS 19 Employee Benefits (applicable to the Group from 1 July 2013) This amendment revises the accounting for defined benefit plans and changes the definition of short-term employee benefits. The Company has assessed the impact of this change to be not material. |
16
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(q) New accounting standards and interpretations (continued)
• | AASB 2012-2 Amendments to Australian Accounting Standards – Disclosures – Offsetting Financial Assets and Financial Liabilities (IFRS 7 and IAS 32) (applicable to the Company from 1 July 2013) |
This amendment requires disclosure of the effect or potential effect of netting arrangements. This amendment will have no impact on the Company.
The Company has yet to fully assess the impact the following accounting standards and amendments to accounting standards will have on the financial statements, when applied in future periods:
• | AASB 2012-3 Amendments to Australian Accounting Standards – Offsetting Financial Assets and Financial Liabilities [IAS 32] (applicable to the Company from 30 June 2014); and |
• | AASB 9 Financial Instruments / IFRS 9 Financial Instruments (applicable to the Company from 29 June 2017). |
17
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
3. REVENUE
2013 $ | 2012 $ | |||||||
Revenue from continuing operations | ||||||||
Revenues from services | 25,429,610 | 23,115,864 | ||||||
Other revenue | ||||||||
Interest income | 83,886 | 54,107 | ||||||
|
|
|
| |||||
Total revenue and other income from continuing operations | 25,513,496 | 23,169,971 | ||||||
|
|
|
|
4. EXPENSES
a) Expenses from operations excluding depreciation, amortisation and finance costs | ||||||||
Employee expenses | 3,673,982 | 2,855,217 | ||||||
Promotion and advertising | 5,232,960 | 4,490,456 | ||||||
Management fees | 1,520,259 | 1,264,672 | ||||||
Communication costs | 95,160 | 79,103 | ||||||
Merchant fees | 596,668 | 520,930 | ||||||
Computer costs | 231,780 | 141,411 | ||||||
Commissions expense | 244,399 | 336,153 | ||||||
Bad and doubtful debts | 89,286 | 108,967 | ||||||
Recruitment | 48,310 | 40,600 | ||||||
Travel | 18,134 | 36,473 | ||||||
Other | 320,452 | 200,789 | ||||||
|
|
|
| |||||
Total expenses from operations excluding depreciation, amortisation and finance costs | 12,071,390 | 10,074,771 | ||||||
|
|
|
|
Employees from a related company perform work on behalf of the Company and therefore a portion of the employees’ costs are charged to the Company.
b) Depreciation and amortisation | ||||||||
Depreciation of computer hardware | 36,562 | 28,459 | ||||||
Depreciation of office equipment | 182 | 253 | ||||||
Depreciation recharges | 222,661 | 397,963 | ||||||
Amortisation of software and website | 1,844,038 | 901,977 | ||||||
Amortisation of customer relationships | 1,142,750 | 1,429,033 | ||||||
|
|
|
| |||||
Total depreciation and amortisation | 3,246,193 | 2,757,685 | ||||||
|
|
|
| |||||
c) Finance costs | ||||||||
External parties | 62,311 | 217,038 | ||||||
Related parties | 206,025 | — | ||||||
|
|
|
| |||||
Total finance costs | 268,336 | 217,038 | ||||||
|
|
|
|
18
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
5. TAXATION
2013 $ | 2012 $ | |||||||
(a) Statement of Comprehensive Income | ||||||||
Net profit from continuing operations before income tax expense | 9,927,577 | 10,120,477 | ||||||
Prima facie tax on profit from continuing activities at 30% (2012: 30%) | 2,978,273 | 3,036,143 | ||||||
Tax effect of differences: | ||||||||
Non-deductible items | 18,338 | 56,003 | ||||||
Relating to origination and reversal of temporary differences | (367,305) | 192,485 | ||||||
|
|
|
| |||||
Income tax expense | 2,629,306 | 3,284,631 | ||||||
|
|
|
| |||||
Deferred income tax benefit | (1,284,229) | (370,315) | ||||||
Current income tax expense | 3,913,535 | 3,654,946 | ||||||
|
|
|
| |||||
Income tax expense in the statement of comprehensive income | 2,629,306 | 3,284,631 | ||||||
|
|
|
|
Statement of financial position | Statement of comprehensive income | |||||||||||||||
2013 $ | 2012 $ | 2013 $ | 2012 $ | |||||||||||||
(b) Deferred Income Tax | ||||||||||||||||
Deferred tax liabilities | ||||||||||||||||
Property, plant & equipment | — | 275,748 | (275,748 | ) | (21,550 | ) | ||||||||||
Intangibles | 1,556,165 | 1,786,490 | (230,325 | ) | (428,710 | ) | ||||||||||
Other assets | 25,744 | 274 | 25,470 | (1,287 | ) | |||||||||||
— | 193,505 | (193,505 | ) | — | ||||||||||||
|
|
|
| |||||||||||||
1,581,909 | 2,062,512 | |||||||||||||||
|
|
|
| |||||||||||||
Deferred tax assets | ||||||||||||||||
Provisions | 149,706 | 183,291 | 33,585 | (44,701 | ) | |||||||||||
Property, plant & equipment | 209,603 | — | (209,603 | ) | — | |||||||||||
Other liabilities | 434,103 | — | (434,103 | ) | 125,933 | |||||||||||
|
|
|
| |||||||||||||
793,412 | (10,214 | ) | ||||||||||||||
|
|
|
| |||||||||||||
Deferred tax liabilities | 788,497 | 2,072,726 | ||||||||||||||
|
|
|
|
|
|
|
| |||||||||
Deferred income tax benefit | (1,284,229 | ) | (370,315 | ) | ||||||||||||
|
|
|
|
19
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
6. CASH AND CASH EQUIVALENTS
2013 | 2012 | |||||||
$ | $ | |||||||
Cash at bank | 9,532,804 | 14,647,792 | ||||||
Client funds account | 2,584,631 | 3,122,492 | ||||||
|
|
|
| |||||
12,117,435 | 17,770,284 | |||||||
|
|
|
|
7. TRADE AND OTHER RECEIVABLES – CURRENT
Trade debtors | 1,013,908 | 920,046 | ||||||
Provision for doubtful debts | (367,506 | ) | (439,035 | ) | ||||
|
|
|
| |||||
646,402 | 481,011 | |||||||
Prepayments | 4,834 | 9,274 | ||||||
Accrued revenue | 972,734 | 917,704 | ||||||
GST receivable | 102,891 | 77,195 | ||||||
Other debtors | 3,874 | 5,500 | ||||||
Receivables from related parties | 1,192,521 | 866,282 | ||||||
|
|
|
| |||||
2,276,854 | 1,875,955 | |||||||
|
|
|
| |||||
Total current trade and other receivables | 2,923,256 | 2,356,966 | ||||||
|
|
|
|
The terms and conditions relating to the above are:
(i) | Trade debtors are non-interest bearing and are generally on 30-60 day terms. |
(ii) | Other debtors are non-interest bearing and are cleared the following business day. |
(iii) | Details of the terms and conditions of related party receivables are set out in Note 22. |
Impaired Trade Debtors
At 30 June 2013, trade receivables of the Company with a nominal value of $367,506 (2012: $439,035) were impaired and provided for. No individual amount within the provision for doubtful debts is material. Refer below for the factors considered in determining whether trade debtors are impaired.
As at 30 June 2013, the analysis of trade receivables that are not considered impaired is as follows:
2013 | 2012 | |||||||
$ | $ | |||||||
Not past due | 482,571 | 355,841 | ||||||
Past due 0-30 days | 113,373 | 99,320 | ||||||
Past due 31-60 days | 16,574 | 25,850 | ||||||
Past 60 days | 33,884 | — | ||||||
|
|
|
| |||||
646,402 | 481,011 | |||||||
|
|
|
|
Based on the credit history of the trade receivables, it is expected that these amounts will be received. All other receivables are not past due and do not contain impaired assets.
20
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
7. TRADE AND OTHER RECEIVABLES – CURRENT (CONTINUED)
Movement in the provision for doubtful debts are as follows:
2013 | 2012 | |||||||
$ | $ | |||||||
Balance at the beginning of the year | 439,035 | 319,354 | ||||||
Additional provision | 26,706 | 174,052 | ||||||
Receivables written off as uncollectable | (98,235 | ) | (54,371 | ) | ||||
|
|
|
| |||||
367,506 | 439,035 | |||||||
|
|
|
|
Other balances within the trade and other receivables do not contain impaired assets and are not past due. It is expected that these other balances will be received when due.
8. PROPERTY, PLANT & EQUIPMENT
2013 $ | 2012 $ | |||||||
Computer hardware | 57,161 | 97,030 | ||||||
Office equipment | 856 | 496 | ||||||
|
|
|
| |||||
Total property, plant and equipment | 58,017 | 97,526 | ||||||
|
|
|
|
RECONCILIATIONS
Reconciliations of the carrying amount of each class of property, plant and equipment during the financial year are set out below:
Computer hardware | Office Equipment | Total | ||||||||||
Period ended 24 June 2012 | ||||||||||||
Balance at the beginning of the financial year | 109,167 | 832 | 109,999 | |||||||||
Additions | 35,428 | — | 35,428 | |||||||||
Depreciation charge | (28,459 | ) | (253 | ) | (28,712 | ) | ||||||
Disposals | (19,106 | ) | (83 | ) | (19,189 | ) | ||||||
|
|
|
|
|
| |||||||
At 24 June 2012, net of accumulated depreciation and impairment | 97,030 | 496 | 97,526 | |||||||||
|
|
|
|
|
| |||||||
Period ended 30 June 2013 | ||||||||||||
Balance at the beginning of the financial year | 97,030 | 496 | 97,526 | |||||||||
Additions | 22,214 | 542 | 22,756 | |||||||||
Depreciation charge | (36,562 | ) | (182 | ) | (36,744 | ) | ||||||
Disposals | (25,521 | ) | — | (25,521 | ) | |||||||
|
|
|
|
|
| |||||||
At 30 June 2013, net of accumulated depreciation and impairment | 57,161 | 856 | 58,017 | |||||||||
|
|
|
|
|
|
21
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
9. INTANGIBLE ASSETS
2013 $ | 2012 $ | |||||||
Software and websites | 4,015,440 | 3,871,776 | ||||||
Trade names | 267,266 | 267,266 | ||||||
Customer relationships | 5,187,217 | 5,954,967 | ||||||
Goodwill | 29,214,477 | 25,061,259 | ||||||
|
|
|
| |||||
Total intangible assets | 38,684,400 | 35,155,268 | ||||||
|
|
|
|
RECONCILIATIONS
Reconciliations of the carrying amount of each class of intangible at the beginning and end of the current financial year are set out below:
Software & Websites | Customer Relationships | Trade names | Goodwill | Total | ||||||||||||||||
At 26 June 2011 | ||||||||||||||||||||
Cost | 4,776,765 | 7,384,000 | 17,266 | 25,061,259 | 37,239,290 | |||||||||||||||
Accumulated depreciation and impairment | (954,211 | ) | — | — | — | (954,211 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net carrying amount | 3,822,554 | 7,384,000 | 17,266 | 25,061,259 | 36,285,079 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Period ended 24 June 2012 | ||||||||||||||||||||
Balance at the beginning of the financial year | 3,822,554 | 7,384,000 | 17,266 | 25,061,259 | 36,285,079 | |||||||||||||||
Additions | 635,785 | — | 250,000 | — | 885,785 | |||||||||||||||
Amortisation charge | (901,977 | ) | (1,429,033 | ) | — | — | (2,331,010 | ) | ||||||||||||
Additions from related party | 315,414 | — | — | — | 315,414 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
At 24 June 2012, net of accumulated depreciation and impairment | 3,871,776 | 5,954,967 | 267,266 | 25,061,259 | 35,155,268 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
22
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
9. INTANGIBLE ASSETS (CONTINUED)
Software & Websites | Customer Relationships | Trade names | Goodwill | Total | ||||||||||||||||
At 24 June 2012 | ||||||||||||||||||||
Cost | 5,749,236 | 7,384,000 | 267,266 | 25,061,259 | 38,461,761 | |||||||||||||||
Accumulated depreciation and impairment | (1,877,460 | ) | (1,429,033 | ) | — | — | (3,306,493 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net carrying amount | 3,871,776 | 5,954,967 | 267,266 | 25,061,259 | 35,155,268 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Period ended 30 June 2013 | ||||||||||||||||||||
Balance at the beginning of the financial year | 3,871,776 | 5,954,967 | 267,266 | 25,061,259 | 35,155,268 | |||||||||||||||
Additions | 1,970,002 | 375,000 | — | 4,153,218 | 6,498,220 | |||||||||||||||
Disposals | (631,084 | ) | — | — | — | (631,084 | ) | |||||||||||||
Amortisation charge | (1,844,038 | ) | (1,142,750 | ) | — | — | (2,986,788 | ) | ||||||||||||
Additions from related party | 648,784 | — | — | — | 648,784 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
At 30 June 2013, net of accumulated depreciation and impairment | 4,015,440 | 5,187,217 | 267,266 | 29,214,477 | 38,684,400 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
At 30 June 2013 | ||||||||||||||||||||
Cost | 7,060,527 | 7,759,000 | 267,266 | 29,214,477 | 44,301,270 | |||||||||||||||
Accumulated depreciation and impairment | (3,045,087 | ) | (2,571,783 | ) | — | — | (5,616,870 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net carrying amount | 4,015,440 | 5,187,217 | 267,266 | 29,214,477 | 38,684,400 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
Intangible assets other than goodwill that have been assessed as having a finite life are being amortised using the straight line method. Finite lives are discussed in Note 2 (g). If an impairment indicator arises, the recoverable amount is estimated and an impairment loss is recognised to the extent that the recoverable amount is lower than the carrying amount.
Goodwill and trade names are not amortised but are subject to annual impairment testing.
(i) Impairment testing of indefinitely lived intangible assets
Goodwill and trade names acquired through business combinations have been allocated to a single cash generating unit.
The Company acts as an advertising medium for holiday property accommodation. The entire business is therefore viewed as a single cash generating unit.
The recoverable amount of the unit has been determined based on a fair value minus cost to sell basis using cash flow projections based on financial budgets approved by senior management covering a five-year period that take into account any residual values.
23
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
9. INTANGIBLE ASSETS (CONTINUED)
The key assumptions used in management’s cash flow projections:
• | future projected profits are based on proven historical growth rates; |
• | a discount rate of 11.75% (2012: 11.75%), which represents management’s conservative estimate of the discount rate applicable to the business. |
Based on the recoverable amount determined by management’s cash flow projections, no impairment charge was deemed necessary.
(ii) Impact of possible change in key assumptions
In performing sensitivity analysis by adjusting the assumptions on management’s cash flow projections, discount rate and terminal value, no impairments were created due to the amount of headroom available.
10. TRADE AND OTHER PAYABLES
2013 $ | 2012 $ | |||||||
CURRENT | ||||||||
Amounts due in relation to bookings | 2,391,686 | 2,238,711 | ||||||
Trade creditors and accruals | 2,113,584 | 898,590 | ||||||
Payables to related parties | 660,893 | 1,386,083 | ||||||
Deferred income | 1,976,299 | 1,653,590 | ||||||
|
|
|
| |||||
7,142,462 | 6,176,974 | |||||||
|
|
|
|
Terms and conditions relating to the above:
(i) | trade payables and other creditors are non-interest bearing and are normally settled on 30 day terms. Due to the short term nature of these payables, their carrying value is assumed to approximate their fair value; |
(ii) | details of the terms and conditions of related party payables are set out in Note 22. |
24
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
11. PROVISIONS
2013 $ | 2012 $ | |||||||
CURRENT | ||||||||
Employee provisions | 93,140 | 128,088 | ||||||
Retention payable* | 1,444,000 | 1,061,117 | ||||||
|
|
|
| |||||
1,537,140 | 1,189,205 | |||||||
|
|
|
| |||||
NON-CURRENT | ||||||||
Employee provisions | 18,377 | 23,848 | ||||||
Retention payable* | — | 873,037 | ||||||
|
|
|
| |||||
18,377 | 896,885 | |||||||
|
|
|
|
* | The amounts relate to warranty retention payable to the sellers of Occupancy Pty Limited and 33% of the Warranty Retention is payable from the first to the third anniversary of the completion date of 11 March 2011. |
Reconciliation of the carrying amount of retention payable during the financial year:
2013 | 2012 | |||||||
$ | $ | |||||||
At 24 June 2012 | ||||||||
Current | 1,444,000 | 1,061,117 | ||||||
Non-Current | — | 873,037 | ||||||
|
|
|
| |||||
Total | 1,444,000 | 1,934,154 | ||||||
|
|
|
| |||||
Period ended 30 June 2013 | ||||||||
Balance at the beginning of the financial year | 1,934,154 | 2,898,179 | ||||||
Additional provision | 475,000 | 140,350 | ||||||
Utilised | (965,154 | ) | (1,104,375 | ) | ||||
|
|
|
| |||||
Balance at the end of the financial year | 1,444,000 | 1,934,154 | ||||||
|
|
|
|
12. CURRENT TAX LIABILITIES
2013 $ | 2012 $ | |||||||
Taxation | 1,276,208 | 2,650,401 | ||||||
|
|
|
| |||||
1,276,208 | 2,650,401 | |||||||
|
|
|
|
25
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
13. CONTRIBUTED EQUITY
2013 $ | 2012 $ | |||||||
19,805 ordinary shares fully paid (24 June 2012: 19,805) | 29,084,726 | 29,084,726 | ||||||
|
|
|
|
RECONCILIATIONS
Reconciliation of contributed equity at the beginning and end of the current financial year are set out below:
Ordinary shares | 2013 No. | 2012 No. | ||||||
Balance at the beginning of the financial year | 19,805 | 10,000 | ||||||
Shares issued | — | 9,805 | ||||||
|
|
|
| |||||
Balance at end of the financial year | 19,805 | 19,805 | ||||||
|
|
|
|
14. RESERVES
2013 $ | 2012 $ | |||||||
Acquisition reserve | 4,700,000 | 4,700,000 | ||||||
|
|
|
| |||||
4,700,000 | 4,700,000 | |||||||
|
|
|
|
The acquisition reserve represents the parent’s contribution as part of the acquisition of Occupancy Pty Limited on 11 March 2011. It is measured at the fair value of the derivatives issued by Fairfax Digital Limited (immediate parent up to 6 December 2013) to the vendor of Occupancy Pty Limited.
15. RETAINED PROFITS
Balance at the beginning of the year | 8,609,127 | 3,127,781 | ||||||
Net profit attributable to members of the Company | 7,298,271 | 6,835,846 | ||||||
Dividends paid to shareholders | (6,671,700 | ) | (1,354,500 | ) | ||||
|
|
|
| |||||
Balance at the end of the year | 9,235,698 | 8,609,127 | ||||||
|
|
|
|
16. FINANCIAL RISK MANAGEMENT
FINANCIAL INSTRUMENTS
The Company’s principal financial instruments comprise cash. The main purpose of these financial instruments is to manage liquidity and to raise finance for the Company’s operations. The Company has various other financial instruments, such as trade and other receivables and trade and other payables, which arise directly from its operations.
26
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
16. FINANCIAL RISK MANAGEMENT (CONTINUED)
CAPITAL RISK MANAGEMENT
The capital structure of the Company is monitored using net cash to EBITDA (earnings before interest, tax, depreciation and amortisation) ratio. The ratio is calculated as net cash divided by underlying EBITDA. Net cash is calculated as total interest bearing liabilities less cash and cash equivalents.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, buy back shareholder equity or issue new shares. The Company reviews the capital structure to ensure:
• | sufficient finance capacity for the business is maintained at a reasonable cost; and |
• | sufficient funds are available for the business to implement its capital expenditure and business acquisition strategies. |
Where excess funds arise with respect to the funds required to enact the Company’s business strategies, consideration is given to increased dividends or buy back of shareholder equity.
RISK FACTORS
The key financial risk factors that arise from the Company’s activities, including the Company’s policies for managing these risks are outlined below.
Market risk is the risk that the fair value or future cash flows of the Company’s financial instruments will fluctuate because of changes in market prices. The market risk factors to which the Company is exposed to are discussed in further detail below.
A) INTEREST RATE RISK
Interest rate risk refers to the risks that the value of a financial instrument or future cash flows associated with the instrument will fluctuate due to movements in market interest rates.
Interest rate risk arises from interest bearing financial assets and liabilities that the Company utilises. Non-derivative interest bearing assets are predominantly short term liquid assets.
The Company’s risk management policy for interest rate risk seeks to reduce the effects of interest rate movements on its asset and liability portfolio through management of the exposures.
At reporting date, the Company had the following mix of financial assets and financial liabilities exposed to interest rate risks:
27
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
16. FINANCIAL RISK MANAGEMENT (CONTINUED)
As at 30 June 2013 | Floating Rate | Fixed Rate | Non-Interest Bearing | Total | ||||||||||||
$ | $ | $ | $ | |||||||||||||
Financial assets | ||||||||||||||||
Cash and cash equivalents | 9,532,804 | — | 2,584,631 | 12,117,435 | ||||||||||||
Trade and other receivables | — | — | 2,923,256 | 2,923,256 | ||||||||||||
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|
|
|
|
|
|
| |||||||||
Total financial assets | 9,532,804 | — | 5,507,887 | 15,040,691 | ||||||||||||
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|
|
|
|
|
| |||||||||
Financial liabilities | ||||||||||||||||
Payables | — | — | 7,142,462 | 7,142,462 | ||||||||||||
Interest bearing liabilities: | — | |||||||||||||||
Retention fund | 1,444,000 | — | — | 1,444,000 | ||||||||||||
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|
|
|
|
|
|
| |||||||||
Total financial liabilities | 1,444,000 | — | 7,142,462 | 8,586,462 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total interest bearing liabilities | 1,444,000 | — | — | 1,444,000 | ||||||||||||
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|
| |||||||||
Net exposure to cash flow interest rate risk | 1,444,000 | — | — | 1,444,000 | ||||||||||||
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| |||||||||
As at 24 June 2012 | Floating Rate | Fixed Rate | Non-Interest Bearing | Total | ||||||||||||
$ | $ | $ | $ | |||||||||||||
Financial assets | ||||||||||||||||
Cash and cash equivalents | 14,647,792 | — | 3,122,492 | 17,770,284 | ||||||||||||
Trade and other receivables | — | — | 2,356,966 | 2,356,966 | ||||||||||||
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|
|
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|
|
| |||||||||
Total financial assets | 14,647,792 | — | 5,479,458 | 20,127,250 | ||||||||||||
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|
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| |||||||||
Financial liabilities | ||||||||||||||||
Payables | — | — | 6,176,974 | 6,176,974 | ||||||||||||
Interest bearing liabilities: | ||||||||||||||||
Retention payable | 1,934,154 | — | — | 1,934,154 | ||||||||||||
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| |||||||||
Total financial liabilities | 1,934,154 | — | 6,176,974 | 8,111,128 | ||||||||||||
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| |||||||||
Total interest bearing liabilities | 1,934,154 | — | — | 1,934,154 | ||||||||||||
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| |||||||||
Net exposure to cash flow interest rate risk | 1,934,154 | — | — | 1,934,154 | ||||||||||||
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|
|
|
|
|
28
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
16. FINANCIAL RISK MANAGEMENT (CONTINUED)
Sensitivity Analysis
The table below shows the effect on net profit and equity after income tax if interest rates at reporting date had been 30% higher or lower with all other variables held constant, taking into account all underlying exposures.
A sensitivity of 30% (2012: 30%) has been selected as this is considered reasonable given the current level of both short term and long term Australian interest rates. A 30% sensitivity would move short term interest rates at 30 June 2013 from around 2.82% to 3.67% representing a 85 basis point shift (2012: 106 basis point shift).
Based on the sensitivity analysis, if interest rates were 30% higher, net profit would be impacted by the interest expense being higher on the Company’s net floating rate Australian Dollar positions during the year.
Impact on Post-Tax Profit | Impact on Equity | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
$ | $ | $ | $ | |||||||||||||
If interest rates were 30% higher with all other variables held constant - increase/(decrease) | 48,128 | 94,335 | (48,128 | ) | (94,335 | ) | ||||||||||
If interest rates were 30% lower with all other variables held constant - increase/(decrease) | (48,128 | ) | (94,335 | ) | 48,128 | 94,335 |
29
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
16. FINANCIAL RISK MANAGEMENT (CONTINUED)
B) CREDIT RISK
Credit risk is the risk that a contracting entity will not complete its obligations under a financial instrument and cause the Company to make a financial loss. The Company has exposure to credit risk on all financial assets included in the Company’s balance sheet. To help manage this risk, the Company:
• | has a policy for establishing credit limits for the entities it deals with; |
• | may require collateral where appropriate; and |
• | manages exposures to individual entities it transacts with (through a system of credit limits). |
The Company is exposed to credit risk on financial instruments. For credit purposes, there is only a credit risk where the contracting entity is liable to pay the Company in the event of a closeout. Cash transactions are limited to financial institutions that meet minimum credit rating criteria in accordance with the Company’s policy requirements. At 30 June 2013 counterparty credit risk was limited to financial institutions with S&P credit ratings ranging from A to AA.
The Company’s credit risk is mainly concentrated across a number of customers and financial institutions. The Company does not have any significant credit risk exposure to a single or group of customers or individual institutions.
Financial assets are considered impaired where there is objective evidence that the Company will not be able to collect all amounts due according to the original trade and other receivable terms. Factors considered when determining if an impairment exists include ageing and timing of expected receipts and the credit worthiness of counterparties. A provision for doubtful debts is created for the difference between the assets carrying value and the present value of estimated future cash flows. The Company’s trading terms do not generally include the requirement for customers to provide collateral as security for financial assets.
Refer to Note 7 for an ageing analysis of trade receivables and the movement in the provision for doubtful debts. All other financial assets are not impaired and are not past due. Based on the credit history of these classes, it is expected that these amounts will be received when due.
(C) LIQUIDITY RISK
Liquidity risk is the risk that the Company cannot meet its financial commitments as and when they fall due.
To help reduce this risk the Company:
• | has a liquidity policy which targets a minimum level of committed facilities and cash relative to EBITDA; |
• | has readily accessible funding arrangements in place; and |
• | staggers maturities of financial instruments. |
The contractual maturity of the Company’s fixed and floating rate financial assets and financial liabilities are shown in the tables below. The amounts represent the future undiscounted principal and interest cash flows and therefore may not equate to the values disclosed in the balance sheet.
30
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
16. FINANCIAL RISK MANAGEMENT (CONTINUED)
Nominal cash flows | ||||||||
1 year or less | 1 to 2 years | |||||||
As at 30 June 2013 | $ | $ | ||||||
Financial liabilities | ||||||||
Payables | 7,235,602 | 18,377 | ||||||
Retention payable | 1,444,000 | — | ||||||
Nominal cash flows | ||||||||
1 year or less | 1 to 2 years | |||||||
As at 24 June 2012 | $ | $ | ||||||
Financial liabilities | ||||||||
Payables | 6,305,062 | 23,848 | ||||||
Retention payable | 1,061,117 | 873,037 |
(D) FAIR VALUE
The carrying amounts and fair values of financial assets and financial liabilities at reporting date are:
Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||
2013 | 2013 | 2012 | 2012 | |||||||||||||
Financial Assets | ||||||||||||||||
Cash and cash equivalents | 12,117,435 | 12,117,435 | 17,770,284 | 17,770,284 | ||||||||||||
Receivables | 2,923,256 | 2,923,256 | 2,356,966 | 2,356,966 | ||||||||||||
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|
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| |||||||||
15,040,691 | 15,040,691 | 20,127,250 | 20,127,250 | |||||||||||||
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| |||||||||
Financial Liabilities | ||||||||||||||||
Payables | 7,142,462 | 7,142,462 | 6,176,974 | 6,176,974 | ||||||||||||
Interest bearing liabilities: | ||||||||||||||||
Retention payable | 1,444,000 | 1,444,000 | 1,934,154 | 1,934,154 | ||||||||||||
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| |||||||||
8,586,462 | 8,586,462 | 8,111,128 | 8,111,128 | |||||||||||||
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|
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|
The carrying value of the financial assets and financial liabilities approximate their fair value.
31
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
17. COMMITMENTS
There were no operating nor finance lease commitments entered into as at 30 June 2013 and 24 June 2012.
18. NOTES TO THE STATEMENT OF CASH FLOWS
(a) Reconciliation of cash | ||||||||
Cash in bank | 12,117,435 | 17,770,284 | ||||||
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| |||||
Closing cash balance | 12,117,435 | 17,770,284 | ||||||
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| |||||
(b) Reconciliation of operating profit after tax to the net cash flows from operations | ||||||||
Net profit | 7,298,271 | 6,835,846 | ||||||
Add back non-cash items: | ||||||||
Depreciation and amortisation | 3,246,193 | 2,757,685 | ||||||
Changes in assets and liabilities | ||||||||
Increase in trade and other receivables | (892,530 | ) | (213,644 | ) | ||||
Increase in trade and other creditors | 1,040,790 | 1,051,040 | ||||||
(Decrease)/Increase in tax liability | (1,374,194 | ) | 1,811,448 | |||||
(Decrease)/Increase in deferred tax liability | (1,284,229 | ) | 2,017,448 | |||||
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|
|
| |||||
Net cash provided by operating activities | 8,034,301 | 14,259,823 | ||||||
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|
|
|
32
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
20. SUBSEQUENT EVENTS
On 14 August 2013, $5,823,984 of dividends were paid to the shareholders of the Company, and the remaining minority shares in the Company were purchased by Fairfax Digital Limited through the exercise of the Second Call Option.
On 6 December 2013, HomeAway Australia Holdings Pty Ltd acquired the Company from Fairfax Media Limited for $216,600,000, which is inclusive of certain transitional services to be provided by Fairfax over a defined term.
21. CONTROLLED ENTITIES
Fairfax Media Limited is the ultimate parent company.
The following entities were controlled as at the end of the financial year:
Ownership Interest | ||||||||||
Country of incorporation | 2013 % | 2012 % | ||||||||
Occupancy Pty Limited (acquired on 11 March 2011) | Australia | 100 | 100 | |||||||
Stayz Limited | New Zealand | 100 | 100 |
33
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
22. RELATED PARTY TRANSACTIONS
DIRECTORS
The names of the persons who were directors of Stayz Pty Limited and its controlled entities at any time during the financial year are:
Nic Cola
Guy Reypert
Brian Cassell
Dale Bridle (alternate director)
Justin Butterworth
Craig Davis
Gail Hambly
Group Structure
The ultimate parent company was Fairfax Media Limited up until 6 December 2013 and HomeAway Inc since 6 December 2013. Refer to Note 21 for information on the controlled entities.
Transactions with related parties
(a) The aggregate amounts included in the net profit from ordinary activities before income tax expense that resulted from transactions with related parties are :
2013 $ | 2012 $ | |||||||
Sales to related parties: | ||||||||
(a) Sales to Fairfax Media Limited and its controlled entities | 887,125 | 948,510 | ||||||
Purchases from related parties: | ||||||||
(b) Purchases from Fairfax Media Limited and its controlled entities | 3,250,782 | 2,187,745 | ||||||
(c) Amount owed to related parties: | ||||||||
Fairfax Media Limited and its controlled entities | 660,893 | 1,386,083 | ||||||
(d) Amount owed by related parties: | ||||||||
Fairfax Media Limited and its controlled entities | 1,192,521 | 866,282 | ||||||
(e) Transfers of fixed assets at cost from related parties | ||||||||
Fairfax Media Limited and its controlled entities | 648,784 | 315,414 |
34
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2013
23. CONTINGENCIES
Defamation
From time to time, entities in the Company are sued for defamation and similar matters in the ordinary course of business. At the date of this report, there were no legal actions against the Company that are expected to result in a material impact.
24. AUDITORS REMUNERATION
During the financial year the following amounts were paid or payable for services provided by the auditor of the Company and its related parties:
Ernst & Young Australia | ||||||||
- audit and review of financial reports | 149,150 | 5,000 | ||||||
- non-audit services | 35,000 | — | ||||||
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| |||||
184,150 | 5,000 | |||||||
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35
STAYZ PTY LIMITED AND ITS CONTROLLED ENTITIES
FOR THE YEAR ENDED 30 JUNE 2013
DIRECTORS’ DECLARATION
In accordance with a resolution of the directors of Stayz Pty Limited, we state that:
In the opinion of the directors:
(a) | the financial statements and notes of the Company present fairly the Company’s financial position as at 30 June 2013 and 24 June 2012 and of their performance for the year ended on that date; |
(b) | the financial statements and notes comply with International Financial Reporting Standards as disclosed in Note 2; and |
(c) | there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. |
On behalf of the Board
/s/ Carl Shepherd | /s/ Anton Stanish | |||
Carl Shepherd | Anton Stanish | |||
Director | Director |
Date: February 17, 2014
36
Ernst & Young 680 George Street Sydney NSW 2000 Australia GPO Box 2646 Sydney NSW 2001 |
Tel: +61 2 9248 5555 Fax: +61 2 9248 5959 ey.com/au |
Report of Independent Auditors
To the members of Stayz Pty Limited
We have audited the accompanying consolidated financial statements of Stayz Pty Limited and its controlled entities, which comprise the consolidated statements of financial position, as of June 30, 2013 and June 24, 2012, and the related consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for the years then ended, and the related notes to the consolidated financial statements.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
37
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Stayz Pty Limited and its controlled entities at June 30, 2013 and June 24, 2012, and the consolidated results of their operations and their cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
/s/ Ernst & Young
Ernst & Young
Sydney, Australia
February 17, 2014
38