2015 ANNUAL REPORT AG Financial Limited
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AG Financial 2015 ANNUAL REPORT AG Financial Limited AG Financial For personal use only STOCKBROKING | FUNDS MANAGEMENT www.agfltd.com | 1800 110 808 AG FINANCIAL LIMITED ACN 108 069 003 For the year ended 30 June 2015 Contents Page Chairman's Report 1 Directors' Report 2 Auditors' Independence Declaration 10 Condolidated Statement Of Profit or Loss & Other Comprehensive Income 11 Consolidated Statement Of Financial Position 12 Consolidated Statement Of Cash Flows 13 Statement Of Changes In Equity 14 Notes To The Consolidated Financial Statements 15 Directors' Declaration 49 Independent Auditor's Report 50 Additional Information 53 For personal use only CHAIRMAN’S REPORT Revenue increased by $8,055,054 (256.7%) to $11,192,704 on the prior year. Earnings Before Interest, Tax, Amortisation, Impairment and Depreciation (EBITDA) was $2,216,379, an increase of $2,954,304. AG Capital Markets Pty Ltd (AG Capital) was acquired in September 2014. In March 2015, AG Stockbroking Ltd was placed into Voluntary Administration, removing duplication of licences and overheads within the Group following the acquisition of AG Capital. This resulted in a write‐off of intangible assets ($2,923,627) and the derecognition of net assets in AG Stockbroking Ltd ($315,231), with all of the Group’s stockbroking activities now being conducted under AG Capital’s Australian Financial Services Licence. Investment management activities generated a profit of $3,101,489, primarily attributable to the increased valuation of investments ($2,633,897). The Board and management team would like to thank shareholders for their continuing support. Sincerely James Schwarz Chairman For personal use only 1 AG FINANCIAL LIMITED ACN 108 069 003 Directors’ Report Your directors present their report on the Group, being AG Financial Limited, and its controlled entities (the Group) for the financial year ended 30 June 2015. Directors The names of directors in office at any time during or since the end of the year are: James Schwarz Yosse Goldberg Brett Crowley (appointed 24 September 2015) Delan Pagliaccio (resigned 4 December 2014) Clayton Dempsey (resigned 24 September 2015) Company Secretary The company secretary as at the end of the year was: Craig Burbury Craig has a commerce degree from The University of Company Secretary Tasmania and is also a Certified Practising Accountant. His career has included positions with Price Waterhouse in small business advisory and taxation services. Craig has held senior accounting positions with listed financial services company Australian Wealth Management Ltd. He has been working with the AG Financial Group of companies for the past eight and a half years and is the Group’s Chief Financial Officer. Principal activities The principal activities of the Group during the financial year were those of stockbroking and funds management. There have been no significant changes in the nature of these activities during the financial year. Review of Operations and Financial Results The Board of AG Financial Limited reports an Earnings Before Interest, Tax, Amortisation, Impairment and Depreciation (EBITDA) of $2,216,379 and a net loss after tax of ($1,651,584) for the year ended 30 June 2015. This result was in line with the prior year, driven by re‐valuations of the Group’s strategic investments of $2,633,897. Off‐setting the revaluation gains are one‐off write‐offs of intangible assets ($2,923,627) and derecognition of net assets in AG Stockbroking Ltd ($315,231). Revenue was up 247.6% on the prior year reflecting 10 months trading of AG Capital Markets Pty Ltd (formerly Avestra Capital Pty Ltd) which was acquired in September 2014. As has been noted above, there were one‐off write offs of intangible assets ($2,923,627) following the placement of AG Stockbroking Ltd into Voluntary Administration. This also triggered the derecognition of the net assets of AG Stockbroking Ltd as a result of the loss of control of the entity once administrators had been appointed ($315,231). As per the Company’s announcement For personal use only on 27th March 2015, this restructure removed duplication of licences and overheads following the acquisition of AG Capital Markets Pty Ltd (formerly Avestra Capital Pty Ltd). The acquisition of AG Capital Markets Pty Ltd (formerly Avestra Capital Pty Ltd) was completed on the 1st September 2014 with all of the Groups stockbroking activities now being conducted under its Australian Financial Services Licence. 2 AG FINANCIAL LIMITED ACN 108 069 003 Directors’ Report Revenue has risen by $8,055,054 (256.7%) reflecting the inclusion of AG Capital Markets Pty Ltd (formerly Avestra Capital Pty Ltd) from the 1st September 2014 and the re‐valuation of investments. The stockbroking business segment has seen revenue increase by $4,883,640 following the acquisition of AG Capital Markets Pty Ltd, with revenue from AG Capital Markets Pty Ltd for the 10 month period to 30 June 2015 up 72% compared to the same 10 month period in the prior year (prior to acquisition by AG Financial Ltd). Investment management activities generated gains of $3,101,489, primarily attributed to the re‐ valuation of current investments in the amount of $2,633,897. Dividends Paid or Recommended No dividend has been paid or declared since the end of the financial year. Financial Position Net assets of the Group are $5,630,559 as at 30 June 2015 compared to $3,369,314 at 30 June 2014. Significant Changes in State of Affairs The Company’s acquisition of AG Capital Markets Pty Ltd (formerly Avestra Capital Pty Ltd) and a placement of 25 million shares, raising $750,000 in working capital, were approved at an Extraordinary General Meeting of shareholders on the 21st August 2014. As consideration for the acquisition of AG Capital Markets Pty Ltd, 57,142,857 ordinary shares were issued to vendors. AG Stockbroking Ltd was placed into Voluntary Administration on the 27th March 2015, removing duplication of licences and overheads following the acquisition of AG Capital Markets Pty Ltd. After Balance Date Events No matters or circumstances have arisen since the end of the financial year which significantly affect or may significantly affect the operations of the group, the results of those operations or the state of affairs of the group in subsequent financial years. Future Developments, Prospects and Business Strategies As has been noted above, the Group has seen considerable growth in revenues following the acquisition of AG Capital Markets Pty Ltd. The Group will continue to work with its authorised representatives in growing their businesses, as well as seeking to grow revenue internally through an expansion in its own internal adviser numbers. The Group will also continue to explore any strategic acquisition opportunities that may arise. Environmental Legislation The Group’s operations are not regulated by any significant environmental regulation under a law of the Commonwealth or of a state or territory of Australia. Information on Directors James Schwarz ‐ Non‐Executive Chairman James is a director of a number of companies and has broad experience in the legal, equities and For personal use only investment banking sectors. James is a member of the Audit & Risk Committee. James holds a Bachelor of Economics and a Bachelor Of Laws (Monash). James is the Non‐Executive Chairman of Flat Glass Industries Ltd and the Non‐Executive Chairman of Siburan Resources Limited. He was a director of MDS Financial group Ltd for the period 15 April 2014 to 23 May 2014. 3 AG FINANCIAL LIMITED ACN 108 069 003 Directors’ Report Joseph (Yosse) Goldberg – Non‐Executive Director Mr Goldberg commenced work as an architect and in the mid 1970’s became a property developer. Over the years, Mr Goldberg has become a consultant and major shareholder in a number of companies, assisting these companies to create a foothold in countries such as PNG, Indonesia, Cameroon, South Africa and Turkey. Mr Goldberg has also consulted to Sydney Gas Ltd, Blue Energy Ltd, Kimberley Diamond Company NL, Sundance Resources Ltd, CuDeco Ltd and Gindalbie Metals Ltd on resources projects such as iron ore, oil and gas bed methane and copper. Mr Goldberg is a director of Coral Sea Petroleum Ltd. Brett Crowley – Non‐Executive Director Brett is a practicing solicitor and is an experienced chairman, finance director and company secretary of ASX‐listed companies. He currently practices as a solicitor and was formerly a Senior Legal Member of the New South Wales Civil and Administrative Tribunal. Brett has over 30 years’ experience in advising emerging companies. His core expertise is in taxation, corporate strategy, structuring, capital raisings and commercial negotiations. He is Company Secretary of Flat Glass Industries Limited (ASX:FGI) and Story‐I Limited (ASX:SRY). He was formerly a Partner of Ernst & Young in Hong Kong and Australia from 1988 to 1994, and a partner of KPMG in Hong Kong from 1998 to 2000. Brett is not a director of any other listed public companies. Clayton Dempsey – former Executive Director Clay was a Director, is a member of the Compliance Committee and a Responsible Manager of AG Capital Markets Pty Ltd (formerly Avestra Capital Pty Ltd) (“Avestra”). Clay has extensive experience in the financial services industry in Australia since 1981, including foreign exchange, securities and derivatives including managing customer service and business development, trading, structuring product origination and equity finance at major Australian institutions, including National Australian Bank, and at global institutions Chase Manhatten Bank, Natwest Markets and BNP Paribas. Clay holds a Diploma of Financial Services. Clay was not a director of any other listed public companies up until his resignation. For personal use only 4 AG FINANCIAL LIMITED ACN 108 069 003 Directors’ Report Delan Pagliaccio ‐ former Executive Director Delan has over 15 years experience in the finance industry.