Annual Report 2012 What to do. Where to stay. How to get there. COMPANY PROFILE ANNUAL MEETING 2012 Annual Report 2012 Jasons Travel Media Ltd is a New Zealand-based multi-media publishing business specialising in travel and tourism publicly listed on the NZAX market (JTM). Jasons is the leading multi-media publisher and distributor of travel and tourism information for New Zealand, Australia and the South Pacific Islands through its website www.jasons.com, printed travel guides, maps and directories. The company also distributes print brochures and visitor information for independent third parties. Shareholders are invited to attend the Annual Meeting of Jasons Travel Media Limited to be held at 2.30pm, 26 September 2012, at Jasons Travel Media, First Floor, 2 Ngaire Avenue, Newmarket, Auckland. The formal Notice of Meeting and Proxy Form will be posted separately. Shareholders are invited to join the directors and staff over light refreshments at the conclusion of the meeting. Sunrise Whangarei Harbour © Cherie Palmer CONTENT 01 Directory Directory 02 Financial DIRECTORS: BANKERS: performance John Sandford ANZ National Bank Limited comparison Geoff Burns 03 06 Chairman and chief BCA, ACA (resigned in August 2011) executive’s report (resigned in December 2011) Directors’ report march 2012) Statutory disclosures relating 11 12 Scott Bradley Facsimile (09) 488 8787 (appointed in April 2012) DATE OF INCORPORATION: 14 July 1999 as a Private Company under the Companies Act 1993. Publicly traded since June 2005. REGISTERED OFFICE: phone (09) 912 8400 2012) Auckland 1142 Jamie Hall Auditor’s Report ended 31 march Computershare Investor Services Limited, Private Bag 92119, Telephone (09) 488 8777 1st Floor, 2 Ngaire Avenue, Newmarket, Auckland 1051 Financial SHARE REGISTRY: Nick Baylis to shareholders statements (year 16 B.Com, CA (Deputy Chairman) Mike Simm (year ended 31 09 (Chairman) POSTAL ADDRESS: PO Box 9390, Newmarket, Auckland 1149 PRINCIPAL BUSINESS: SOLICITORS: • Minter Ellison Rudd Watts, Barristers & Solicitors, Auckland • McVeagh Fleming, Barristers & Solicitors, Auckland • Sargent Lawyers, Auckland WEB: www.jasons.com MANAGING YOUR SHAREHOLDING ONLINE: To change your address, update your payment instructions and to view your investment portfolio including transactions, please visit: Media publishers (print and web) www.computershare.co.nz/ investorcentre Notes to AUDITORS: the financial Hayes Knight Audit NZ, Auckland General enquiries can be directed to: [email protected] statements Please assist our registrar by quoting your CSN or shareholder number. 01 Financial performance comparison Group 2012 $’000S 2011 $’000S 2010 $’000S Revenue 12,426 13,909 14,567 Expenses 11,096 12,189 12,781 1,330 1,720 1,786 2,120 Depreciation & amortisation 752 620 613 Interest 259 315 284 Impairment Charge 223 - 96 785 EBITDA Net Profit before tax Tax Net profit after tax 2008 $’000S 2007 $’000S 2006 $’000S 13,977 13,649 12,297 11,923 11,857 11,008 10,523 10,154 2,641 1,774 1,769 579 641 506 601 318 448 256 438 - - - - - 889 1,223 1,552 1,012 730 4 300 336 416 570 286 184 92 485 553 806 982 726 546 2006 prepared under NZ GAAP and 2007 to 2012 prepared under NZ IFRS. 02 Annual Report 2012 2009 $’000S John Sandford, Chairman Kevin Francis, CEO Chairman’s report CHALLENGING TIMES; EXCITING TIMES I’m very pleased to present this year’s Annual Report following my appointment as Chairman in April 2012. The period in review and subsequent months have proved very eventful. I would like to pay tribute to everyone in the Jasons team, very ably led by our newly appointed Chief Executive Kevin Francis and guided by the Directors. Everyone has worked very hard to refine our direction, refocus the business, become more solutions-oriented and put the company in a position where it’s able to take advantage of significant opportunities for growth and future success. For the year to 31 March 2012, Jasons Travel Media’s operating profit (EBITDA) was $1.330m compared with $1.720m last year. Net profit was $92,000 following a digital asset write down of $353,000 and a $100,000 accrual toward losses associated with earthquake events in Christchurch (last year $485,000). Gross revenue of $12.282m was down on last year’s $13.907m however gross margin was slightly higher at $7.358m (last year $7.288m). On an encouraging note, I am pleased to advise that our net profit before tax in Australia was $98,000 compared with last year’s $159,000 loss. Midway through last year, Jasons decided to ‘concentrate on its knitting’, that is the collection, packaging and distribution of information. We concentrated on a three-pronged strategy for success: • Customer Engagement: building a highly engaged customer-focused team, dedicated to working together to provide highly relevant information and services to users of our products and services, and delivering value based results to our clients. • Operational Excellence: continually seeking, identifying and implementing operational efficiencies. • Product and service innovation: through research and market feedback, continually seeking, identifying and introducing innovative new products and services to ensure we remain at the leading edge of the travel and media markets. Our team has applied these three principles during the year and, as a result, we have experienced a measurable improvement in fundamental business performance. We have improved our cash position, increased our gross percentage margin and after one off adjustments our underlying operating profit is slightly down on that recorded the year before. In the year ahead we expect to more than hold our own in what is a very tough market. Management have budgeted for a net profit before tax of $482,000 but directors accept that market forces outside the company’s control may have an impact. It’s easy to become overwhelmed by raging economic forces overseas. There is no quick fix and New Zealand is wriggling its way through the challenges. Accordingly, we must all tailor our strategic direction and activities to a new way of business and life. The team at Jasons is taking a highly pragmatic approach and will continue to play a vital role in enabling the businesses we deal with to understand, manage and cope with the challenges they face. Jasons role is to connect local, regional and national tourism offerings to the visitor market. We continue to thrive when we help our customers collectively market themselves to travellers. Jasons keeps a constant eye, through research and market feedback, on travellers’ information needs and sources. Our content is constantly being reviewed and updated to fulfill consumer needs and create business opportunities for our partners. Our channels to market are constantly being researched, reviewed and assessed, confirming that our dual media approach of digital and ink-on-paper solutions is a powerful mix. Despite occasional comments that “print is dead”, research and market feedback proves the travel market continues to access information through both digital and physical channels. According to the Ministry of Economic Development’s Regional Visitor Monitor Survey (Jun 03 INTS (SHOWN AS $NZ) Dunham Point © Michelle Sh ANNUAL PERFORMANCE: KEY PO ) TDA) $1.330m (last year $1.720m • End-of year operating profit (EBI $485,000) • After-tax profit $92,000 (last year m) 907 $13. year • Revenue $12. 282m (last : • Non -cash adjustments -down – $353,000 intangible asset write e claim Christchurch earthquake insuranc ard tow ual accr – $100,000 partial $7.288m) • Gross margin $7.358m (last year ,000 • Debt reduction $525 loss) re tax $98,000 (last year $159,000 • Jasons Australian net profit befo Chairman’s report (…continued) 11), 66.7% of international travellers seeking information pre arrival utilised print and 70.6% utilised online sources. This is not to say that we’re taking our eyes off digital. It’s just to highlight that, for now, for Jasons, based on research and market feedback, print and digital channels are both important. both organic and by acquisition. The acquisition, of Queenstown Airport Brochure Distribution in October last year has proven very worthwhile. In the meantime we are applying cash to reduce debt. Building up capital reserves is a priority and the Board has consequently resolved not to pay a dividend for this year. JASONS AUSTRALIA & JASONS SOUTH PACIFIC The last financial year has also seen key changes at board level. We sincerely thank directors Mike Simm and Scott Bradley, who stood down last year, for their significant contribution to the Jasons business. Mike had been a director, our Deputy Chairman and Chairman of our Audit Committee for nine years. Scott served the company for two years and made a major contribution to our digital and sales strategies. We also acknowledge the significant contribution of Geoff Burns who stepped down as Chairman of our board in March after almost 10 years. Geoff has remained a director and is now Deputy Chairman. After founding the company and serving six years as a director since we listed on NZAX, I have been elected Chairman. James (Jamie) Hall joined the board in April, and is already making a significant and valued contribution utilising his strong services business background and comprehensive understanding of global business activities. Australia relies on New Zealand for its largest visitor inflow and vice versa. Both countries represent the single biggest tourism source for the South Pacific Islands. Because of these intermarket synergies, we continue to regard all three as important places of activity for our business. Until two years ago our Australian division had begun recording growing losses. Last year we aggressively addressed opportunities to become more efficient and this year Jasons Australia made a small profit. Jasons South Pacific is in a fairly mature market position, continues to be profitable and we are constantly seeking further opportunities for improvement. THE YEAR AHEAD Over the coming year we will continue to actively seek opportunities for growth particularly in New Zealand and Australia. Growth opportunities will be 04 Annual Report 2012 The departure of our former CEO Matthew Mayne in April last year, while unexpected, provided the Board with the opportunity to take a fresh look at the entire Jasons operation. The appointment of Kevin Francis as CEO in October led to a major company reorganisation to serve the rapidly changing information needs of our clients and consumers. Kevin’s proven business skills combined with his extensive information technology, digital marketing and telecommunications experience is already making a positive impact on our business. Thank you for your valuable and continued support. Rest assured we are firmly focused on growing the value of the Jasons business for you, our shareholder. John Sandford, Chairman Chief executive’s report It gives me great pleasure to present the 2011/12 Annual Report to Jasons shareholders, my first since joining the company in October 2011. The last financial year has been a challenging one for Jasons. The series of unfortunate events in Christchurch had a direct impact on both our tourism brochure distribution network and our monthly city visitor guide Christchurch What’s On. These matters constitute an outstanding claim with our insurers. While dealing with events in Christchurch, the company continues to be impacted by the region-wide effects of a worldwide economic downturn. We have risen to these challenges by taking a close look at our business and spending time and effort gaining a better understanding of what our consumers and advertisers want. We now have a clearer vision of what we are versus what we’re not, have identified and implemented strategies to better market our strengths, and streamlined and restructured internally to become more efficient and costeffective. At 45 years old, Jasons is almost an institution in New Zealand. The company’s transition from a private family business established in 1967 to its listing as a public company in 2005 is testament to the energy and foresight of its founder and current chairman, John Sandford. Today, Jasons prints more than 5.7 million copies of 78 free directories and guides each year, and attracts more than five million visitors a year to its website. The company operates from five locations, maintains more than 4800 distribution outlets and runs a suite of complementary integrated print, online and digital products and services. The key to Jasons longevity, I believe, is its people and their ability to reach, understand and respond to those they serve. Last year, we commissioned formal research to learn more about the Jasons customers’ journey, allowing our sales and marketing teams to put hard facts and figures behind our business. We wanted to know more about the motivating factors behind consumer behavior and how best to match and serve our advertisers needs within a subdued tourism sector. Since then we have reformatted a number of our guides, introduced a new design for business listings and have made new editorial changes to better target consumers. As a result of our own and other industry research, Jasons is taking a leading position in helping advertisers understand the multimedia environment, debunk digital myths and provide good quality information so that they can plan and position their marketing and sales campaigns more effectively. The landscape has never been more fragmented with increasing numbers of competitors chasing advertising budgets. Jasons tourism brochure distribution business has been our primary growth component and we have continued to invest in this channel. A new ‘real time’ warehouse management system rolled out in 2012 allows us to track each product, evaluate advertisers’ distribution strategies and recommend potential efficiencies and cost-savings associated with their own printing and distribution processes. In addition, the acquisition of the Queenstown Airport brochure distribution service has translated to a growth in sales. The accommodation sector continues to bear the brunt of the tourism downturn, with motel operators, in particular, seeing revenue again fall sharply. Certain areas of New Zealand and Australia have suffered a downturn in excess of 30%. In contrast, the Holiday Park sector remains resilient and we continue to diversify our revenue streams to mitigate against these cyclical downturns. Last year, we established a New Zealand Advisory Panel of motel operators and industry leaders to help us keep on top of what our advertisers were experiencing and to better understand how to match consumers needs to advertising and marketing plans. In response to consumer demand, we launched new iPhone and iPad apps: The Jasons iPhone app has now been downloaded more than 5000 times from 43 countries, and our NZ online travel websites continue to attract more than five million visitors a year. Based on the Ministry of Economic Development’s Regional Visitor Monitor Annual Survey June 11, www.jasons. com was the most visited travel web site from overseas travellers (outside New Zealand and Australia) researching and planning their visits to New Zealand. Over the next financial year Jasons will implement further enhancements to further integrate and bring to market new products and services. We intend to improve our print products, extend our tourism brochure distribution business and lift our online and digital presence. Finally, I’d like to say thank you to all my dedicated and hard working staff who have made the transition into the industry so much easier and more enjoyable for me. Kevin Francis, CEO When our clients succeed, we succeed. 05 Directors’ report (year ended 31 march 2012) Your directors are pleased to submit to you, our shareholders, the annual report and financial statements of Jasons Travel Media Limited for the year ended 31 March 2012. PRINCIPAL ACTIVITIES Jasons Travel Media Limited is a New Zealand-based multi-media publishing business specialising in travel and tourism. It is publicly listed on the NZAX board of the New Zealand Exchange (NZX) under the issuer code JTM. The Jasons group head office is in Auckland. Jasons Australian office is located in Brisbane. The company has distribution centres in Auckland, Rotorua, Christchurch and Queenstown. DIVIDEND Further to the half-year announcement, although the business is profitable, the Board has decided not to pay a dividend to continue self-funded investment for future growth of the business. DIRECTORS Nick Baylis was appointed as a director on 1 April 2011. Mike Simm resigned on 24 August 2011 and Scott Bradley resigned on 21 December 2011. James (Jamie) Hall was appointed a director and joined the board on 2 April 2012. CORPORATE GOVERNANCE employees. The board works to ensure the integrity of internal controls and information systems. The Rees Limited The board comprises four nonexecutives. Accordingly, the chairman and deputy chairman are non-executive members of the board. Brightwater Group Ltd M.W. SIMM: Chairman Top Energy Ltd Deputy Chairman J.D. SANDFORD: THERE ARE TWO BOARD COMMITTEES: Zabex Ltd Audit – John Sandford and Mike Simm (to August 2011), Geoff Burns and John Sandford (September 2011 to March 2012), Geoff Burns and Jamie Hall (from April 2012) Fero Ltd Director John Sandford Ltd Director / shareholder Director Ameku Trust Trustee Destination Coromandel Trust Trustee This committee assists the board’s oversight of the company’s financial statements, financial reporting processes, internal accounting systems, financial controls, external annual audit, risk identification and management. New Zealand Institute of Management Remuneration – Geoff Burns and Mike Simm to August 2011. Geoff Burns and John Sandford from September 2011 Born Digital Ltd This committee assists the board by establishing remuneration policies and practices for directors, executives and employees. Vouchermob Ltd Board Member PATA New Zealand Trust Trustee Harbour Access Trust Trustee S. BRADLEY Director / shareholder Sharbo Ltd Director / shareholder Director / shareholder NICK BAYLIS Brandology Ltd Director/ shareholder DISCLOSURE OF INTERESTS BY DIRECTORS Wimpy (NZ) Ltd In accordance with section 140(2) of the Companies Act 1993 the directors have made general disclosure of interests by way of general notice disclosed to the board and entered into the company’s interest register, as follows: Vital Technologies Ltd The board is responsible for the longterm growth and profitability of the company. It charts the direction of the business and monitors management performance on behalf of shareholders. G.D. BURNS: The board ensures the company is engaged in appropriate strategic planning, operational monitoring, risk management and evaluation of key Chairman / shareholder 06 Annual Report 2012 Chairman Fernmade Ltd Director / shareholder First Tee of New Zealand Inc. Director Magic Memories Group Ltd MM Media Limited Chairman / shareholder Southwest Greens New Zealand Ltd Director / shareholder Director/ shareholder Good Idea Ltd Director/ shareholder Director/ shareholder Post New Ltd Director/ shareholder Post Creative Ltd Director/ shareholder Post Brand Ltd Director/ shareholder Post Design Ltd Director/ shareholder Post Experiences Ltd Director/ shareholder Post PR Ltd Director/ shareholder Post Interactive Ltd Director/ shareholder Auckland City from Waiheke © Uros Zuraj BOARD MEETING ATTENDANCES BOARD AUDIT REMUNERATION G.D. Burns 10 1 1 J.D. Sandford 10 2 2 8 1 1 2 2 M. Simm S. Bradley 8 N. Baylis 10 Meetings held 10 Audit committee: M.W. Simm, Geoff Burns, J.D. Sandford | Remuneration committee: G.D. Burns, M.W. Simm, J.D. Sandford DIRECTORS’ SHAREHOLDINGS 2012 DIRECTLY 2012 ASSOCIATED PERSONS 2011 DIRECTLY 2011 ASSOCIATED PERSONS The number of fully paid shares held at 31 March 2012 was: G.D. Burns - 623,333 - 623,333 J.D. Sandford - 4,313,998 - 6,313,998 CLASS DATE OF DISPOSAL NO OF SHARES DISPOSED OF CONSIDERATION RECEIVED Ordinary 14/03/12 2,000,000 $400,000 2,000,000 $400,000 SHARE DEALINGS BY DIRECTORS DIRECTOR J.D. Sandford The Directors have advised the board that, there have been no acquisitions or disposals of relevant interests in ordinary shares during the 12 months ended 31 March 2012 other than the share dealing described above. 07 Directors’ report (…continued) USE OF COMPANY INFORMATION During the year the Board received no notices from directors of the company requesting to use company information received in their capacity as directors, which would not otherwise have been available to them. DIRECTORS’ REMUNERATION DIRECTORS’ FEES 2012 $’000S OTHER SERVICES 2012 $’000S The total value of directors’ remuneration, including non-monetary benefits paid or payable during the year was: G.D. Burns 45 - M.W. Simm 13 - J.D. Sandford 30 101 S. Bradley 23 - N. Baylis 30 18 Service fees charged to the group by J Sandford and N Baylis, through their business entities, were under commercial terms and conditions at fair market value. EMPLOYEES’ REMUNERATION GROUP 2012 PARENT 2012 100-110 1 1 110-120 1 1 120-130 3 3 130-140 2 2 140-150 1 1 170-180 1 1 180-190 1 1 190-200 1 1 The number of employees whose remuneration exceeded $100,000 was: $’000s DONATIONS: A donation of $2,621 was made during the year. DIRECTORS INSURANCE: The company has arranged a Directors and Officers Liability Insurance policy for the benefit of directors and officers, under normal commercial terms. In general, the policy will indemnify the insured against monetary loss incurred for their actions as directors and officers. G.D. Burns J. Sandford Director Date 08 Annual Report 2012 Chairman 30 July 2012 Date 30 July 2012 Maraetai Wharf © Gary Chan Statutory disclosures relating to shareholders 20 LARGEST SHAREHOLDERS AS AT 20 JUNE 2012 HOLDER NAME HOLDING PERCENTAGE Zabex Limited 4,313,998 21.75% ASB Nominees Limited 2,271,994 11.46% Jamsue Pty Ltd 2,000,000 10.08% JSS Richardson 1,505,178 7.59% Accident Compensation Corporation 942,429 4.75% CG Giffney 875,000 4.41% MW Simm & D Nicoll 863,333 4.35% Fernmade Limited 623,333 3.14% Don Nominees Limited 587,500 2.96% Custodial Services Ltd 473,332 2.39% RE Lee 421,297 2.12% C Adams & S Baldacci 325,843 1.64% JA Cornwall & EM Rennie 291,666 1.47% G McIntyre 250,000 1.26% JG Stubbs 250,000 1.26% Philson Investments Ltd 235,756 1.19% AB Newton Gray & HE Newton Gray 219,017 1.10% Kenamon Investments Limited 186,000 0.94% Spartik Trustee Company Ltd 150,000 0.76% Alan Bruce Barwick 141,894 0.72% Top 20 holders 16,927,570 85.35% Total on issue 19,833,333 09 Raglan © Aaron Radford-Miller Statutory disclosures relating to shareholders (…continued) ANALYSIS OF SHAREHOLDING BY RANGE AS AT 20 JUNE 2012 HOLDING RANGE 200 to 499 500 to 999 HOLDER COUNT HOLDER COUNT % HOLDING QUANTITY HOLDING QUANTITY % 1 0.49% 333 0.00% 1 0.49% 900 0.00% 1,000 to 1,999 14 6.80% 17,578 0.09% 2,000 to 4,999 40 19.42% 149,467 0.75% 5,000 to 9,999 43 20.87% 294,067 1.48% 10,000 to 49,999 77 37.38% 1,551,062 7.82% 50,000 to 99,999 6 2.91% 437,651 2.21% 100,000 to 499,999 15 7.28% 3,399,510 17.14% 500,000 to 999,999 5 2.43% 3,891,595 19.62% 1,000,000 to 99,999,999 4 1.94% 10,091,170 50.88% Total 10 Annual Report 2012 206 100.00% 19,833,333 100.00% Auditor’s Report INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF JASONS TRAVEL MEDIA LIMITED Report on the Financial Statements We have audited the financial statements of Jasons Travel Media Limited and its subsidiary on pages 12 to 33, which comprise the group and parent balance sheets of Jasons Travel Media Limited as at 31 March 2012 and the group and parent statements of comprehensive income, statements of changes in equity and statement of cashflows for the year then ended, and a summary of significant accounting policies and other explanatory information. Directors’ Responsibility for the Financial Statements The directors are responsible for the preparation of these financial statements in accordance with generally accepted accounting practice in New Zealand and that give a true and fair view of the matters to which they relate and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from 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 International Standards on Auditing (New Zealand). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from 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 judgement, 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 of financial statements that give a true and fair view of the matters to which they relate in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates, 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. An associated company, Hayes Knight (LVDH) Limited, carries out other assignments for Jasons Travel Media Limited in the area of sundry taxation advice and company secretarial matters. Hayes Knight Audit NZ and its associates have no other relationships with, or interests in, Jasons Travel Media Limited or its subsidiary. Opinion In our opinion, the financial statements on pages 12 to 33: • Comply with generally accepted accounting practice in New Zealand; • Give a true and fair view of the financial position of Jasons Travel Media Limited and the group as at 31 March 2012 and their financial performance and cash flows for the year then ended. Report on Other Legal and Regulatory Requirements In accordance with the Financial Reporting Act 1993, we report that: • We have obtained all the information and explanations that we have required; and • In our opinion proper accounting records have been kept by Jasons Travel Media Limited as far as appears from our examination of those records. HAYES KNIGHT AUDIT NZ Auckland, New Zealand 30 July 2012 11 Lake Wakatipu 2 © Gary Chan Financial statements (year ended 31 march 2012) STATEMENT OF COMPREHENSIVE INCOME (For the year ended 31 March 2012) Note GROUP 2012 $’000S PARENT 2012 $’000S GROUP 2011 $’000S PARENT 2011 $’000S 3 12,282 11,201 13,907 12,676 4,924 4,276 6,619 5,695 7,358 6,925 7,288 6,981 144 144 2 2 Distribution expenses 2,449 2,322 2,678 2,429 Administrative expenses 3,723 3,520 2,892 2,690 Earnings before interest, tax and depreciation 1,330 1,227 1,720 1,864 752 745 620 613 Sales Cost of sales Gross profit Other income 3 Depreciation Impairment charge 223 223 - - Earnings before Interest and tax 355 259 1,100 1,251 Interest 259 261 315 306 96 (2) 785 945 Operating profit before taxation 4 Income tax expense 5 Net profit after taxation 4 4 300 300 92 (6) 485 645 22 - (53) - 114 (6) 432 645 Other comprehensive income Movement in foreign currency translation reserve 1.3.10 Total comprehensive income Earnings per share: Basic earnings per share (cents) 21 0.5 (0.0) 2.4 3.3 Diluted earnings per share (cents) 21 0.5 (0.0) 2.4 3.3 The accompanying notes form part of these financial statements. 12 Annual Report 2012 STATEMENT OF CHANGES IN EQUITY (For the year ended 31 March 2012) SHARE CAPITAL $’000S FOREIGN CURRENCY TRANSLATION RESERVE $’000S RETAINED EARNINGS $’000S TOTAL EQUITY $’000S 8,485 (355) (4,730) 3,400 Profit for the period _ _ 485 485 Foreign exchange gain/(losses) on overseas operations net of tax _ (53) _ (53) Total comprehensive income for the period _ (53) 485 432 Dividends paid _ _ (198) (198) Balance as at 31 March 2011 8,485 (408) (4,443) 3,634 As at 1 April 2011 8,485 (408) (4,443) 3,634 - - 92 92 Group As at 1 April 2010 Profit for the period Foreign exchange gain/(losses) on overseas operations net of tax - 22 - 22 Total comprehensive income for the period - 22 92 114 Dividends paid - - - - 8,485 (386) (4,351) 3,748 _ _ _ _ Balance as at 31 March 2012 Parent As at 1 April 2010 8,485 - (4,415) 4,070 Profit for the period - - 645 645 Total comprehensive income for the period - - 645 645 Dividends paid - - (198) (198) Balance as at 31 March 2011 8,485 - (3,968) 4,517 As at 1 April 2011 8,485 - (3,968) 4,517 Profit for the period - - (6) (6) Total comprehensive income for the period - - (6) (6) Dividends paid Balance as at 31 March 2012 - - - - 8,485 - (3,974) 4,511 The accompanying notes form part of these financial statements. 13 Financial statements (…continued) BALANCE SHEET (As at 31 March 2012) Note GROUP 2012 $’000S PARENT 2012 $’000S GROUP 2011 $’000S PARENT 2011 $’000S 14 2,390 1,914 2,358 1,728 735 493 692 558 Current assets Trade and other receivables Cash and cash equivalents (incl advances) Tax refund Jasons Travel Media Pty Ltd Inventory/WIP 5 24 24 - - 13 - 1,262 - 1,342 1.3.3 Total current assets 457 430 412 387 3,606 4,123 3,461 4,015 Non-current assets Property, plant and equipment 17 612 579 770 733 Other intangible assets 18 460 460 588 588 Deferred tax asset 5 135 135 139 139 Goodwill 9 4,797 4,797 4,783 4,783 Total non-current assets 6,004 5,971 6,280 6,243 Total assets 9,610 10,094 9,741 10,259 Current liabilities Hire purchase liabilities 6 118 118 39 39 Borrowings 7 1,975 1,975 2,500 2,500 743 551 983 710 Trade and other payables Employee entitlements GST & FBT payable Provision for tax Funds received in advance 15 320 289 356 317 1.3.4 56 - 93 40 5 - - 18 18 1.3.6 Total current liabilities 633 633 180 180 3,845 3,566 4,170 3,805 142 142 62 62 Non-current liabilities Hire purchase liabilities 6 Borrowings 7 1,875 1,875 1,875 1,875 Total non-current liabilities 2,017 2,017 1,937 1,937 Total liabilities 5,862 5,583 6,107 5,742 Net assets 3,748 4,511 3,634 4,517 8,485 8,485 8,485 8,485 Equity Issued capital Retained earnings (4,351) (3,974) (4,443) (3,968) Reserves (386) - (408) - Total equity 3,748 4,511 3,634 4,517 Director Chairman The accompanying notes form part of these financial statements. 14 Annual Report 2012 Date 30 July 2012 STATEMENT OF CASH FLOWS (For the year ended 31 March 2012) Note GROUP 2012 $’000S PARENT 2012 $’000S GROUP 2011 $’000S PARENT 2011 $’000S 12,479 11,237 13,760 12,483 362 362 - - - - 4 4 Cash flows from operating activities Cash was provided from: Receipts from customers Receipts from reservation customers Sundry Income Interest received - - 2 2 12,841 11,599 13,767 12,489 11,389 10,355 12,110 10,664 Interest paid 273 273 307 306 Income tax 40 40 351 351 11,702 10,668 12,768 11,321 1,139 931 999 1,169 Cash was applied to: Payments to suppliers & employees Net cash inflow (outflow) from operating activities 20 Cash flows from investing activities Cash was provided from: Sale of property, plant & equipment - - - - - - - - (521) (521) (741) (736) (20) (20) (1) (1) Cash was applied to: Purchase of PP&E and other intangibles Business acquisition Intercompany funds advanced Net cash inflow (outflow) from investing activities - 80 - (335) (541) (461) (742) (1,072) (541) (461) (742) (1,072) (525) (525) 525 525 (525) (525) 525 525 Cash flows from financing activities Cash was provided from: Loans Cash was applied to: Payment of dividends - - (198) (198) - - (198) (198) (525) (525) 327 327 73 (55) 584 424 Add cash at beginning of year 692 558 125 145 Foreign exchange movement (30) (10) (17) (11) Balance at end of year 735 493 692 558 Net cash inflow (outflow) from financing activities Net increase (decrease) in cash balances Comprised of: Cash and cash equivalents 735 493 692 558 735 493 692 558 The accompanying notes form part of these financial statements. 15 Cathedral Cove © Nick Hear Notes to the financial statements 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES 1.1 Reporting Entity: Jasons Travel Media Limited (JTM) is a public company, incorporated in New Zealand and registered under the Companies Act 1993. It is listed with the New Zealand Stock Exchange on the NZAX board. JTM is a reporting entity for the purposes of the Financial Reporting Act 1993. These Financial Statements have been prepared in accordance with the Financial Reporting Act 1993 and the Companies Act 1993. The Group comprises the operating entities JTM and its wholly owned subsidiary, Jasons Travel Media Pty Limited (JTM Pty), ACN 010 336 080, registered and operating in Australia. JTM Pty was acquired in April 2005. JTM also owns 100% of non-operating entities Visitorpoint Ltd (acquired in 2006), Southern Brochure Distribution Ltd (acquired in 2007), Today & Tonight Ltd (acquired in 2007) and Carlton Tourism Promotions Ltd (acquired in 2007). Southern Brochure Distribution Ltd in turn owns 50% of a joint venture business, Southern Brochure Services Ltd. The directors do not have the power to amend these financial statements once issued. 16 Annual Report 2012 1.2 Measurement Base and Basis of Preparation: These financial statements have been prepared in accordance with New Zealand GAAP. They comply with the requirements of NZ Equivalents to International Financial Reporting Standards (NZ IFRS), and the requirements of International Financial Reporting Standards. The group is designated as a profit-oriented entity for the purposes of NZ IFRS. This is the fifth annual report for the group prepared under the requirements of NZ IFRS. All accounting policies have been consistently applied for all periods presented in these financial statements. The measurement base adopted is historical cost, unless otherwise stated. Amounts have been rounded to the nearest $’000s in NZ dollars. 1.3 Specific Accounting Policies: The following specific accounting policies which materially affect the measurement of financial performance and financial position have been applied. Unless otherwise stated, these policies are consistent with those applied in the last annual report dated 31 March 2011. 1.3.1 Property, Plant & Equipment Property, Plant and Equipment (PP&E) are stated at cost less aggregate depreciation. Depreciation has been calculated using the diminishing value method over the estimated useful life of the asset. Furniture & Fittings 11.5% - 31.2% DV Computer Hardware 20.0% - 60.0% DV Leasehold Alterations 20.0% - 21.6% DV Motor Vehicles 21.6% - 36.0% DV Plant & Equipment 11.4% - 60.0% DV If the recoverable amount of an item of PP&E is less than its carrying amount, the item is written down to its recoverable amount. The write-down of an item recorded at historical cost is recognised as an expense in profit or loss for the period. When a revalued item is written down to recoverable amount, the write-down is recognised as a downward revaluation to the extent of the corresponding revaluation reserve and any balance recognised in the income statement. The carrying amount of any item of PP&E, that has previously been written down to recoverable amount, is increased to its current recoverable amount if there has been a change in the estimates used to determine the write-down. The increased carrying amount of the item will not exceed the carrying amount that would have been determined if the write-down to recoverable amount had not occurred. Reversals of impairment write-downs are accounted for as follows: - On PP&E that are not revalued, the reversal is recognised in the profit or loss; and - On revalued PP&E the reversal is recognised as an upward revaluation. 1.3.2 Accounts Receivable Accounts Receivables are stated at expected realisable values, being the historical cost less an allowance for doubtful debts. The allowance for doubtful debts is based upon historical trends of non-recovery and specific at-risk accounts, based upon current collection activity. the leased items, are expensed in equal instalments over the lease term. Leases under which the company assumes substantially all the risks and rewards incidental to ownership are treated as finance leases and capitalised. 1.3.6 Revenue Recognition Interest income is recognised using the effective interest rate method. Collection of trade receivables is reviewed on an ongoing basis in respect to the debtors. An impairment loss is recognised when there is objective evidence that the company will not be able to collect the receivable, which is due to either financial difficulties of the debtor, default payments or debts that are more than 60 days overdue. Collective provisioning is made for debtors not individually impaired based on historical collection experience. Deposits are received from customers upon placement of advertising orders. Deposits are credited to a “Deposits in Advance” account. Contracts are irrevocable once signed. Upon completion and invoicing of the relevant publication and/or updating to the website, deposits are recognised as income and transferred to sales. Web income that is not linked to a publication is recognised in the period it is published on the website. 1.3.3 Work in Progress Work in Progress includes costs incurred in bringing a publication into print or onto the website, at which point income is recognised and costs are expensed against the income. These costs include the costs of direct labour and relevant overheads associated with production, including a proportion of selling costs relating to these future publications, as is the industry norm. Funds are received for booking of accommodation by the customers through Jasons website. These funds are kept in a separate bank account and passed on to the accommodation provider upon check out by the customers. Commission is received for online reservations from non Jasons advertisers and commission revenue is recognised as revenue upon date of check out. 1.3.4 Goods and Services Tax 1.3.7 Income Tax These Financial Statements have been prepared on a GST exclusive basis. The Income tax expense charged to the profit or loss includes both the current year’s provision and the income tax effects of temporary differences calculated using the liability method. The expense includes the effect of adjustments to the operating surplus for permanent differences between 1.3.5 Leases The business leases certain land and buildings. Operating lease payments, where the lessor retains substantially all the risks and benefits of ownership of taxation and accounting rules. Tax effect accounting has been applied on a comprehensive basis to all temporary differences. A debit balance in the deferred tax account, arising from temporary differences or taxation benefits from taxation losses, is recognised where it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets and liabilities are not offset if they arise in different tax jurisdictions. Any unrecognised deferred tax assets are re-assessed annually. 1.3.8 Business Combinations and Goodwill All business combinations are accounted for by applying the purchase method. Under the purchase method, goodwill is recognised as the difference between the cost of the acquisition and the fair value of identifiable assets at the date of acquisition. Goodwill is tested for impairment annually and reviewed at each reporting date, or at any time there are indications of impairment. For the purposes of impairment testing, goodwill is allocated to cash generating units. Cash-generating units are the primary reporting segments of each country of operation, i.e. New Zealand and Australia. 1.3.9 Other Intangible Assets Intangible assets (other than goodwill) are recognised where a future economic benefit attributable to the asset will flow to the business and the cost can be reliably measured. 17 Notes to the financial statements (…continued) Intangible assets are recorded at cost and amortised on a diminishing value basis over their estimated useful lives, or reviewed periodically for impairment (annually, or whenever there is evidence of impairment) if their life is indefinite. Amortisation has been charged consistently with prior years using the following rates: Computer Software 48.0% - 60.0% DV Other intangible 48.0% - 60.0% DV separate financial statements, investments in subsidiaries are stated at cost less any impairment losses. 1.3.12 Statement of Cash Flows For the purposes of the Statement of Cash Flows, cash includes cash balances (net of bank overdrafts) and overnight deposits. Cash excludes short term bank bills that are not part of daily cash management. Development costs of systems and the website www.jasons.com are recorded as intangible assets, as is other computer software and licences, other than where they form an integral part of related computer hardware. Operating activities comprise all activities and events that are not investing or financing activities. Investing activities comprise activities relating to the holding or disposal of fixed assets, and investment in or advances to subsidiaries. Financing activities are those activities relating to changes in the equity or borrowings of the business. 1.3.10 Foreign Currencies 1.3.13 Provision for Dividends The consolidated financial statements are presented in New Zealand dollars, being the currency of the economic environment in which the parent entity primarily operates (its functional currency). The functional currency of JTM Pty is Australian dollars. Dividends are recognised in the period they are authorised and declared. Salary costs associated with the development of the website have been capitalised. The assets and liabilities of JTM Pty were translated at the exchange rate ruling at balance date. Revenues and expenses were translated at an estimated average rate throughout the period. Exchange differences arising on the translation of JTM Pty are accumulated in the foreign currency translation reserve, and recognised in other comprehensive income. Transactions in foreign currencies are converted at the New Zealand rate of exchange ruling at the date of the transaction. At balance date foreign monetary assets and liabilities are translated at the closing rate. Exchange variations arising from these translations are included in the profit or loss. 1.3.11 Basis of Consolidation The Group Financial Statements have been prepared using the purchase method of consolidation. All significant intercompany transactions and balances were eliminated on consolidation. In the parent company’s 18 Annual Report 2012 1.3.14 Employee Benefits Employee entitlements to wages & salaries, bonuses, holiday leave and sick leave are provided for if payable within 12 months of the year end. These represent present obligations for services provided up to the reporting date. Entitlements to Long Service Leave (JTM Pty only) are accrued on a prorata basis after 5 years continuous service, although usually payable only after 10 years continuous service. For long service leave the liability is equal to the present value of estimated future cash outflows as a result of employee service provided at balance date. 1.3.15 Provisions Provisions are liabilities of uncertain timing or amount, recognised when the Group has a present obligation based on past events and it is probable that economic resources will be required to meet the obligation, which can be reliably measured. The amount recognised as a provision is management’s best estimate of the present value of the expenditure required to settle the obligation, at balance date. 1.3.16 Research & Development Expenditure on research is recognised in the income statement as an expense when it is incurred. Expenditure on development activities is capitalised only to the extent it relates to a commercially feasible product or service and sufficient resources are available to complete development. Otherwise the expenditure is recognised as an expense when it is incurred. 1.3.17 Financial Instruments Financial Instruments are recognised in the balance sheet when the group becomes party to a financial contract. They include cash balances, bank overdrafts, receivables, payables, investments, loans and term borrowings. In addition, members of the group are parties to financial instruments to meet financing needs and to reduce exposure to fluctuations in foreign currency exchange rates. These financial instruments may include guarantees of others’ bank overdraft facilities, swaps, options, forward rate agreements, and foreign currency forward exchange contracts. Financial Assets The Group classifies all of it’s financial assets as loans and receivables as they are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets. The Group’s loans and receivables comprise ‘trade and other receivables’ and ‘cash and cash equivalents’ in the balance sheet. The Parent’s financial assets also include advances made to the subsidiary. Financial Liabilities Financial liabilities, including borrowings and trade payables and accruals, are initially measured at fair value, plus directly attributable transaction costs. Financial liabilities are subsequently measured at amortised cost using the effective interest method, with any interest expense recognised in the profit or loss for the period. 1.3.18 Borrowing Costs Borrowing costs are expensed in the period in which they are incurred, other than borrowing costs directly attributable to the acquisition, production or construction of qualifying assets, which are capitalised as part of the cost of the asset. A qualifying asset is one which necessarily takes a substantial period of time to get ready for its intended use or sale. 1.3.19 Judgement and Estimation Uncertainty In applying the Group’s accounting policies, management continually evaluates judgements, estimates and assumptions based on experience and other factors, including expectations of future events that may have an impact on the Group. All judgements, estimates and assumptions made are believed to be reasonable based on the most current set of circumstances available to management. Actual results may differ from the judgments, estimates and assumptions. Significant judgements, estimates and assumptions made by management in the preparation of these financial statements are outlined below. (i) Significant Accounting Judgements Impairment of non-financial assets other than goodwill The group assesses impairment of all assets at each reporting date by evaluating conditions specific to the Group and to the particular asset that may lead to impairment. These include product performance, technology, economic and political environments and future product sales expectations. If an impairment trigger exists, the recoverable amount of the asset is determined. Going concern The going concern assumption is adopted based on the forecast operating cash flows, continued finance facilities and the ability of the Group to access further funds through placements of both debt and / or equity securities, if the need arises. The Group has negotiated renewed funding from the bank during the current year. Please refer note 7 for details on borrowing. amount of goodwill and intangibles with useful lives are discussed in note 9. Work in progres Allowance for impairment loss on trade receivables The value of work in progress carried forward, for unpublished work, includes estimates of production, selling and overhead costs incurred, by publication, based on actual costs incurred and historical experience. This value will not exceed the net revenue of the publication. Recovery of insurance receivables As a result of the damage to plant and equipment and business interruptions caused by the Canterbury earthquakes, management have made certain assumptions regarding the estimated recovery which will result from claims made on insurance policies. Negotiations with the insurance company have commenced and partial payments have been received subsequent to balance date. The company’s claim in respect of damage to property plant and equipment has been paid in full, however negotiations in respect of the business interruption claim continue. Based on the indications received from the insurer and progress payments received to date, and amount of $137,000 has been considered to be virtually certain of recovery at 31 March 2012. The full value of the insurance claim is in excess of $200,000, and further amounts will be recognised as and when these become virtually certain to be received. Insurance recoveries are included in sundry income in note 3. (ii) Significant Accounting Estimates and Assumptions Impairment of goodwill and intangibles with indefinite useful lives The Group determines whether goodwill and intangibles with indefinite useful lives could be impaired at least on an annual basis. This requires an estimation of the recoverable amount of the cash-generating units to which the goodwill and intangibles with indefinite useful lives are allocated. The assumptions used in this estimation of recoverable amount and the carrying Where receivables are outstanding beyond the normal trading terms, the likelihood of the recovery of these receivables is assessed by management. Assessment is based on supportable past collection history and historical write-offs of bad debts. Trade receivables have been disclosed at the carrying value in note 14. Estimation of useful lives of assets The estimation of the useful lives of assets has been based on historical experience. The condition of the assets is assessed at least once per year and considered against the remaining useful life. Adjustments to useful life are made when considered necessary. Depreciation charges are included in note 17. Website Impairment Cost previously capitalised into website development costs have been impaired in the 2012 financial year after a review of the carrying value of these costs was completed, subsequent to the successful launch of the group’s website in October 2011. 2. EARNINGS PER SHARE 2.1 Basic Earnings per Share Basic Earnings Per Share (EPS) is the profit or loss attributable to ordinary shareholders of the company divided by the weighted average number of shares outstanding during the period. 2.2 Diluted Earnings per Share Diluted EPS is basic EPS adjusted for the effects of conversion of convertible instruments, exercise of options or warrants, or the issue of ordinary shares upon the satisfaction of specific conditions. There were no adjustments for dilution of EPS in the current period or comparative periods. Refer to note 21 for calculations of EPS. 19 Notes to the financial statements (…continued) 3. REVENUE (All revenues were derived from continuing activities) Note Print & web sales Brochure distribution sales GROUP 2012 $’000S PARENT 2012 $’000S GROUP 2011 $’000S PARENT 2011 $’000S 9,928 8,847 11,761 10,530 2,354 2,354 2,146 2,146 12,282 11,201 13,907 12,676 4 4 2 2 137 137 - - 3 3 144 144 2 2 12,426 11,345 13,909 12,678 GROUP 2012 $’000S PARENT 2012 $’000S GROUP 2011 $’000S PARENT 2011 $’000S Audit fees paid to Hayes Knight Audit NZ 38 38 46 46 Audit fees other, paid to Whitehills (Australia) 16 - 9 - Total sales Interest received Insurance claim Commission/dividend received Total sundry income Total revenue 4. OPERATING SURPLUS BEFORE TAXATION Note The operating surplus is stated after charging: Other assurance fees paid to Hayes Knight (incl circulation audit) - - 7 7 Taxation services fees paid to Hayes Knight 6 6 6 6 60 60 55 52 Impairment of trade receivables Directors' fees 6 143 137 137 753 745 620 613 Employee benefits 4,623 4,392 5,006 4,621 Printing 2,090 1,759 2,435 2,206 Depreciation and amortisation 17, 18 Loss on sale of fixed assets Interest and finance charges Realised exchange rate (gain) loss - - 4 4 270 270 315 306 40 10 17 11 Unrealised exchange rate (gain) loss 13 13 (57) 15 Rental and operating lease expenses 523 487 592 539 - (21) - (113) 223 223 - - Recharge to Jasons Travel Media Pty Ltd Impairment charge - website 20 Annual Report 2012 12 5. TAXATION a. Income Tax Expense Recognised in the Income Statement Note GROUP 2012 $’000S PARENT 2012 $’000S GROUP 2011 $’000S PARENT 2011 $’000S Current tax expense Current year - - 280 280 - - 280 280 4 4 11 11 Deferred tax expense Origination & reversal of temporary differences Reduction in tax rate - - 9 9 4 4 20 20 4 4 300 300 Profit before taxation 96 (2) 785 945 Income tax using the NZ company tax rate Income tax expense Reconciliation of effective tax rate (28%/80%) 27 (1) 236 283 Effect of tax rates in foreign jurisdictions 1 - - - Effect of change in tax rate - - 9 9 Non deductible expenses 5 5 8 8 Income statement - - (1) (1) (29) - 48 - 4 4 300 300 Tax losses increased / (utilised) Income tax expense Deferred tax recognised directly in equity: There was no deferred tax recognised directly in equity (2011: nil). Current tax assets and liabilities: The current tax asset of $24k (2011: liability of $18k) represents the amount of income taxes refundable in respect of current and prior periods. b. Imputation Credits GROUP 2012 $’000S PARENT 2012 $’000S GROUP 2011 $’000S PARENT 2011 $’000S 916 916 648 648 Income tax paid 40 40 351 351 Other tax credits 2 2 1 1 958 958 1,001 1,001 - - 85 85 Balance at beginning of the period Less Imputation credits attached to dividends paid Other debit balances Balance at end of the period - - - - 958 958 916 916 21 Notes to the financial statements (…continued) c. Deferred Tax Assets and Liabilities Recognised Deferred Tax Assets and Liabilities ASSETS (GROUP & PARENT) LIABILITIES (GROUP & PARENT) 2012 $’000S 2011 $’000S 2012 $’000S 2011 $’000S Receivables 60 61 - - Provisions 75 78 - - 135 139 - - - - - - 135 139 - - GROUP 2012 $’000S PARENT 2012 $’000S GROUP 2011 $’000S PARENT 2011 $’000S - Deferred assets and liabilities are attributable to the following: Tax assets/liabilities Set off of tax Net tax assets/liabilities Unrecognised Deferred Tax Assets and Liabilities Deferred tax assets have not been recognised in respect of the following items: Deductible temporary differences Tax losses 99 - 112 4,810 - 4,896 4,909 - 5,008 - The tax losses do not expire under current legislation, subject to shareholder continuity and same business test provisions in Australia. A deferred tax asset has not been recognised in respect of those losses as it is not probable that taxable profit from Australian operations will be available in the immediate future against which the losses can be applied. Movement in Temporary Differences During the Year GROUP & PARENT BALANCE 1 APR 11 $’000S RECOGNISED IN INCOME $’000S RECOGNISED IN EQUITY $’000S BALANCE 31 MAR 12 $’000S Receivables 61 (1) - 60 Payables 78 (3) - 75 139 (4) - 135 Total New Zealand company tax rate has reduced from 30% to 28% effective for the 2012 income tax year. 22 Annual Report 2012 6. HIRE PURCHASE OBLIGATIONS GROUP 2012 $’000S PARENT 2012 $’000S GROUP 2011 $’000S PARENT 2011 $’000S Gross amount repayable 288 288 118 118 Deferred interest (28) (28) (17) (17) Net amount owing at balance date 260 260 102 102 Current portion (owing not later than 1 year) 118 118 40 39 Non current portion (owing within 1 to 5 years) 142 142 62 62 260 260 102 101 Hire Purchase agreements are secured over the assets to which they relate. Interest rates on outstanding agreements apply at 8.74% to 13.50%. The terms of the agreements range from 36 months to 48 months. 7. BANK ADVANCES GROUP 2012 $’000S PARENT 2012 $’000S GROUP 2011 $’000S PARENT 2011 $’000S Flexible credit facility 1,350 1,350 1,750 1,750 Term loan 2,500 2,500 2,625 2,625 3,850 3,850 4,375 4,375 The terms of both the FCF and the Term Loan facilities were most recently varied in December 2011. Bank advances from the ANZ National Bank Limited are secured under a General Security Agreement over all assets and undertakings of JTM, together with cross guarantees and indemnities between JTM and JTM Pty Ltd. Borrowings have incurred interest costs in the range of 4.49% to 6.10% in the period (4.70% to 5.72% in 2011), for funding periods of 30 days to 3 months. Details of borrowings as at 31 March 2012 are as follows: FINAL EXPIRY DUE WITHIN 1 YEAR $’000S BETWEEN 1 & 5 YEARS $’000S TOTAL AMOUNT $’000S Funding component Core business funding 1 April 2014 625 1,875 2,500 Flexible credit facility on demand 1,350 - 1,350 1,975 1,875 3,850 Repayment Schedule for core business funding due within one year is as follows: On or before 31 January 2013 On or before 29 February 2013 On or before 30 March 2013 500 0 125 625 23 Notes to the financial statements (…continued) 8. LEASE AND CAPITAL COMMITMENTS a. Non-cancellable Operating Lease Commitments: GROUP 2012 $’000S PARENT 2012 $’000S GROUP 2011 $’000S PARENT 2011 $’000S One year 448 430 431 412 One to five years 896 896 411 407 Later than five years 201 201 - - 1,545 1,526 842 819 Obligations payable within: Total operating lease commitment The lease agreeement for the head office (27 Great South Road Newmarket) has a right of renewal for further 3 years after the initial term of 6 years. b. Capital Commitments: At 31 March 2012 there were no future capital commitments (2011: $nil). 9. GOODWILL GROUP & PARENT 2012 $’000S GROUP & PARENT 2011 $’000S Goodwill at cost or valuation 5,236 5,235 Accumulated amortisation and impairment (453) (453) Opening carrying amount 4,783 4,782 As at 1 April Business acquisition 13 1 4,797 4,783 Goodwill at cost or valuation 5,249 5,236 Accumulated amortisation and impairment (453) (453) 4,797 4,783 Closing carrying amount at year end 31 March Year ended 31 March Impairment tests for goodwill Goodwill is allocated to the group's cash generating units (CGUs) as indicated below. New Zealand and the South Pacific Islands Australia - - 4,797 4,783 During the year the company had accquired a distribution business at Queenstown Airport. The company paid $20k for this acquisition of which $7k was allocated to PP&E (display stands) and $13k was for goodwill. The recoverable amount of a CGU is determined by value-in-use calculations. These calculations use five year cashflow projections based on management’s approved financial budgets for next three years and nil annual growth after that. The approved budgets include revenue growth of 5% to 10% during the three years ending 2015 as a result of the group’s evolving business model, the main driver of which is increased commissionable online activities and further growth in third party distribution. Management believes that any reasonably possible change in the key assumptions on which recoverable amount is based would not cause the carrying amount to exceed its recoverable amount. 24 Annual Report 2012 Cashflows were discounted at a pre-tax discount rate of 10.39% (2011: 12.6%), taking into account the current incremental cost of borrowing and an allowance for uncertainty. The value-in-use calculation supports the carrying amount of goodwill as at year end. PP & E have been separately reviewed for impairment, with particular attention paid to the carrying value of assets greater than 2 years old. No impairment risks have been identified, except for website costs as discussed in Note 1.3.19. 10. CONTINGENT LIABILITIES The Group and Parent have no material contingent liabilities as at 31 March 2012 (2011: $nil). 11. INVESTMENT IN SUBSIDIARIES The Group comprises the operating entities JTM and its wholly owned subsidiary, Jasons Travel Media Pty Limited (JTM Pty), ACN 010 336 080, registered and operating in Australia. JTM Pty was acquired in April 2005. JTM also owns 100% of nonoperating entities Visitorpoint Ltd (acquired in 2006), Southern Brochure Distribution Ltd (acquired in 2007), Today & Tonight Ltd (acquired in 2007) and Carlton Tourism Promotions Ltd (acquired in 2007). Southern Brochure Distribution Ltd in turn owns 50% of a joint venture business, Southern Brochure Services Ltd. 12. RELATED PARTY TRANSACTIONS a. Subsidiaries JTM provides media production services to JTM Pty for print and online products on an arms-length basis, based on production hours incurred. In 2012 the recharge from JTM to JTM Pty amounted to $21k (2011: $113k). The intercompany advance from JTM to JTM Pty (refer note 13) does not attract interest. b. Key management personnel GROUP 2012 $’000S PARENT 2012 $’000S GROUP 2011 $’000S PARENT 2011 $’000S 885 849 885 885 Salaries and wages* *(not including directors fees as disclosed in note 4) During the year an amount of $101k was paid to John Sandford, a director, for consulting services. $36k of it was relating to Jasons Travel Media Pty Limited. $18k was paid to Nick Baylis, a director, for consultancy services during the year. These transactions were on an arms-length basis and were approved by the Board. 13. JASONS TRAVEL MEDIA PTY LIMITED GROUP 2012 $’000S PARENT 2012 $’000S GROUP 2011 $’000S PARENT 2011 $’000S Amounts owed by JTM Pty Ltd - 1,555 - 1,635 Provision for write down - (293) - (293) - 1,262 - 1,342 The Directors are of the opinion that this loan may not be fully recoverable, in the hands of JTM (parent), from any proceeds from the potential sale of the Australian mastheads. Hence they have taken the decision to provide for this partial write down of the loan in the books of JTM (parent). However, upon consolidation the write-down is reversed against retained earnings and intercompany balances are eliminated. Hence there is no effect in the Group’s accounts. On 1 April 2005 100% of the share capital of JTM Pty Ltd was acquired by JTM, for consideration of $1. On 31 October 2006 JTM subscribed for shares issued for cash by JTM Pty Ltd for a total of A$3,000,000. On the same day JTM Pty Ltd repaid intercompany debt owed to JTM by an equivalent amount. The loan provision was reduced by the amount repaid. 25 Notes to the financial statements (…continued) 14. ACCOUNTS RECEIVABLE & PREPAYMENTS GROUP 2012 $’000S PARENT 2012 $’000S GROUP 2011 $’000S PARENT 2011 $’000S Trade receivables 2,393 1,855 2,511 1,812 Provision for doubtful debts (284) (213) (291) (219) Prepayments and other receivables 282 272 139 135 2,390 1,914 2,358 1,728 GROUP 2012 $’000S PARENT 2012 $’000S GROUP 2011 $’000S PARENT 2011 $’000S 262 235 276 237 58 54 80 80 320 289 356 317 15. EMPLOYEE ENTITLEMENTS Annual leave Accrued remuneration 16. GEOGRAPHICAL SEGMENTS The Group operates in the tourism markets of New Zealand, Australia and the South Pacific. Business Segments: The Group produces and distributes tourist information in the form of accommodation guides, maps and directories via print and online media. This is considered to be a single reporting segment. Print & web sales Note NEW ZEALAND 2012 $’000S SOUTH PACIFIC 2012 $’000S AUSTRALIA 2012 $’000S ELIMINATIONS 2012 $’000S TOTAL 2012 $’000S 3 8,041 806 1,081 - 9,928 2,354 - - 144 - - - 144 10,539 806 1,081 - 12,426 1,211 16 103 - 1,330 745 - 7 - 752 Brochure distribution Other income 3 Total Income EBITDA Depreciation and amortisation 2,354 Interest and finance charge 4 261 - (2) - 259 Taxation 5 4 - - - 4 Impairment charge 223 - - - 223 NPAT (22) 16 98 - 92 2,894 681 778 - 4,353 Total assets 8,150 681 778 - 9,609 Total liabilities 5,545 29 288 - 5,862 Inter-company balance 1,253 - (1,253) - - 699 - 4 - 703 Total tangible assets Cost to acquire assets to be used for more than one period 26 Annual Report 2012 NEW ZEALAND 2011 $’000S SOUTH PACIFIC 2011 $’000S AUSTRALIA 2011 $’000S ELIMINATIONS 2011 $’000S TOTAL 2011 $’000S Print & web sales 9,546 983 1,232 - 11,761 Brochure distribution 2,146 2 - - - 2 11,694 983 1,232 - 13,909 1,773 91 (143) - 1,720 Depreciation and amortisation 613 - 8 - 620 Interest and finance charge 306 - 9 - 315 Taxation 300 - - - 300 NPAT 554 91 (160) - 485 Total tangible assets 2,993 553 824 - 4,370 Total assets 8,364 553 824 - 9,741 Total liabilities 5,648 94 365 - 6,107 Inter-company loan 1,635 - (1,635) - - 818 - 5 - 824 Other income Total income EBITDA Cost to acquire assets to be used for more than one period 2,146 There were no inter-segment sales during the year. All inter-segmental sales, if any, are priced at market rate. This policy has remained unchanged. 27 Notes to the financial statements (…continued) 17. PROPERTY, PLANT & EQUIPMENT FURNITURE COMPUTER LEASEHOLD & FITTINGS HARDWARE ALTERATIONS $’000S $’000S $’000S MOTOR MOTOR VEHICLES VEHICLES LEASED $’000S $’000S PLANT & EQUIPMENT $’000S TOTAL $’000S GROUP 1 April 2010 Cost or valuation 134 803 34 217 59 1,135 2,383 Accumulated depreciation (63) (727) (29) (184) (11) (641) (1,655) 71 76 5 33 48 494 728 72 76 5 33 48 494 728 Foreign currency movement in opening balance - - - - - - - Additions 8 135 - - 73 53 269 Disposals - - - (5) - - (5) Acquired with business acquisitions - - - - - - - (12) (75) (1) (20) (9) (105) (222) 68 136 4 8 112 442 770 Carrying amount Year ended 31 March 2011 Opening carrying amount 1 April 2010 Depreciation Carrying amount 31 March 2011 31 March 2011 Cost or valuation 145 938 34 160 134 1,188 2,599 Accumulated depreciation (77) (802) (30) (152) (22) (746) (1,829) 68 136 4 8 112 442 770 69 136 4 8 112 441 770 Carrying amount Year ended 31 March 2012 Opening carrying amount 1 April 2011 Foreign currency movement in Opening Balance - - - - - - - Additions 2 26 - - - 40 68 Disposals - (4) - (2) - (8) (14) 7 7 Acquired with business acquisitions Depreciation (11) (80) (1) (6) (33) (88) (219) 60 78 3 - 79 392 612 Cost or valuation 147 957 34 210 132 1,219 2,699 Accumulated depreciation (87) (879) (31) (210) (53) (827) (2,087) 60 78 3 - 79 392 612 Carrying amount 31 March 2012 31 March 2012 Carrying amount 28 Annual Report 2012 FURNITURE COMPUTER LEASEHOLD & FITTINGS HARDWARE ALTERATIONS $’000S $’000S $’000S MOTOR LEASED VEHICLES VEHICLES $’000S $’000S PLANT & EQUIPMENT $’000S TOTAL $’000S PARENT 1 April 2010 Cost or valuation 72 785 34 217 59 1,128 2,296 (35) (711) (29) (184) (11) (635) (1,606) 37 74 5 33 48 493 690 37 74 5 33 48 493 690 Additions 5 135 - - 73 50 264 Disposals - - - (5) - (1) (6) Acquired with business acquisitions - - - - - - - Depreciation (7) (74) (1) (20) (9) (104) (215) Carrying amount 31 March 2011 35 135 4 8 112 438 733 Accumulated depreciation Carrying amount Year ended 31 March 2011 Opening carrying amount 1 April 2010 31 March 2011 Cost or valuation Accumulated depreciation Carrying amount 77 921 34 160 132 1,177 2,503 (42) (785) (30) (152) (22) (739) (1,770) 35 136 4 8 112 438 733 35 136 4 8 112 438 734 Year ended 31 March 2012 Opening carrying amount 1 April 2011 Additions 1 23 - - - 40 64 Disposals - (4) - (2) - (8) (14) Acquired with business acquisitions - - - - - 7 7 Depreciation (6) (79) (1) (6) (33) (86) (211) Carrying amount 31 March 2012 30 76 3 - 79 391 579 78 937 34 210 132 1,210 2,602 (48) (861) (31) (210) (53) (819) (2,023) 30 76 3 - 79 391 579 31 March 2012 Cost or valuation Accumulated depreciation Carrying amount 29 Notes to the financial statements (…continued) 18. OTHER INTANGIBLE ASSETS (Group and Parent) COMPUTER SOFTWARE $’000S OTHER INTANGIBLES $’000S TOTAL $’000S 1 April 2010 Cost or valuation 844 2,091 2,935 (783) (1,721) (2,504) 61 370 431 61 370 431 Additions 133 422 555 Disposals - - - Acquired with business acquisitions - - - Amortisation (67) (331) (398) Carrying amount 31 March 2011 127 461 588 977 2,514 3,491 (850) (2,053) (2,903) 127 461 588 Accumulated amortisation Carrying amount Year ended 31 March 2011 Opening carrying amount 1 April 2010 31 March 2011 Cost or valuation Accumulated amortisation Carrying amount Year ended 31 March 2012 Opening carrying amount 1 April 2011 127 461 588 Additions 263 365 628 (145) (388) (533) Amortisation Impairment charge - (223) (223) 245 215 460 Cost or valuation 1,240 2,879 4,119 Accumulated amortisation (995) (2,441) (3,436) - (223) (223) 245 215 460 Carrying amount 31 March 2012 31 March 2012 Accumlated impairement Carrying amount 19. FINANCIAL INSTRUMENTS Interest rate risk Interest rate risk is the risk that the value of the group’s assets, liabilities and future earnings will fluctuate due to changes in market interest rates. The group has exposure to interest rate risk under its credit facility and overdraft facility. A 100 basis point change in the interest rate would affect the group by an annulised amount of interest equal to approximately $39k (2011: $44k). Foreign currency risk Foreign currency risk is the risk that the value of the group’s assets, liabilities and future earnings will fluctuate because of movements in foreign exchange rates. The group has some exposure to foreign currency risk under sales contracts where the sales value is set in local currency, within the South Pacific region. 30 Annual Report 2012 Reasonably possible changes in foreign exchange rates that impact the carrrying value of financial instruments denominated in foreign currencies (currencies other than the functional currency) would not have a material imapct on the profit or equity of the group based on the year end exposures. Credit risk Credit risk is the risk that a third party will default on its obligations to JTM group, causing a financial loss. In the ordinary course of business, JTM group has credit risk exposure to trade receivables and deposits with financial institutions. This risk is managed through management policies regarding credit worthiness, credit limits and terms of trade. No collateral security is required by the group from trade debtors or financial institutions due to the adequacy of credit management policies and quality of counter parties generally. Financial assets such as cash at bank and deposits are held with reputable banks. CURRENCY OF DENOMINATION NZ $'000S 2012 Australian Dollar 63 Cook island Dollar 74 Fiji Dollar 58 Tonga Pa'anga 113 Vanuatu Vatu 122 Samoan Tala 128 French Pacific Frank 9 Total 567 The Following outlines the value of trade receivables that were past due at balance date: GROUP 2012 $’000S PARENT 2012 $’000S GROUP 2011 $’000S PARENT 2011 $’000S 434 429 227 227 Past due, more than 90 days 1,096 1,004 812 757 Less: provision for impaired receivables (284) (213) (291) (219) 1,246 1,220 748 765 Past due, less than 90 days Total carrying value of past due receivables The maximum exposure to credit risk is represented by the carrrying values of each financial asset in the balance sheet. Where appropriate payment plans are arranged to facilitate collection of past due receivables. A significant portion of total trade receivable represents receivables due from debtors domiciled in the South Pacific Islands of NZ$567,000 (2011: NZ$476,000). Exposure to balances in foreign currencies relating to these are disclosed above. Liquidity risk Cash flow forecasting is performed for both operating entities to ensure operating cash flow needs are able to be met. Forecasting takes into account available headroom in committed borrowing facilities and predicts the impact on borrowing covenants to ensure these are met at all times, in accordance with the relevant facility terms and conditions. Maturity profile The table below indicates the contractual payments due under the Group and Parent’s existing financial liabilities at year end. These payments include the interest payable, based on year end interest rates and the earliest date that repayment can be demanded by the counterparty. GROUP 2012 PARENT 2012 WITHIN 1 YEAR $’000S AFTER 1 YEAR $’000S TOTAL $’000S WITHIN 1 YEAR $’000S AFTER 1 YEAR $’000S TOTAL $’000S 743 - 743 551 - 551 Financial liabilities Trade and other payables Bank borrowings and finance leases 2,251 2,159 4,410 2,251 2,159 4,410 Total payments due 2,994 2,159 5,153 2,802 2,159 4,961 31 Notes to the financial statements (…continued) GROUP 2011 PARENT 2011 WITHIN 1 YEAR $’000S AFTER 1 YEAR $’000S TOTAL $’000S WITHIN 1 YEAR $’000S AFTER 1 YEAR $’000S TOTAL $’000S 983 - 983 710 - 710 Bank borrowings and finance leases 2,735 1,967 4,702 2,735 1,967 4,702 Total payments due 3,718 1,967 5,685 3,445 1,967 5,412 Financial liabilities Trade and other payables Included within one year is a flexible credit facility of $1,250,000, which is technically repayable upon demand but expected to continue to be available until 1 April 2014. Capital Risk Management Policy The Group’s objective when managing capital is to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders. Maintaining an optimal structure will also reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The board takes cash flow forecasting information into account and considers the impact on future covenant compliance in setting the level of dividends to be declared. There are external bank covenants in place relating to debt facilities. These covenants are calculated monthly and reported to the banks quarterly. The principal covenants relating to capital management are the interest cover ratio and the debt cover ratio. The consequences of a breach of these covenants would depend on the nature of the breach, but could range from an instigation of an event of review, to a demand for repayment. There have been no breaches of these covenants or events of review for the current or prior period. Fair value Given their short maturity dates, the carrying values of financial assets and liabilities are considered to approximate their fair values. 20. NET CASH FLOW FROM OPERATING FACILITIES GROUP 2012 $’000S PARENT 2012 $’000S GROUP 2011 $’000S PARENT 2011 $’000S 92 (6) 485 645 Depreciation and amortisation 753 745 620 613 Impairment charge 223 223 - - (4) (4) (20) (20) - - 4 4 43 13 (40) 26 Accounts receivable (74) (223) 107 30 Accounts payable 106 183 (157) (129) 1,139 931 999 1,169 Surplus after taxation Add / (Less) non-cash items and non-operating items: Deferred taxation Loss on sale of property, plant and equipment and other intangibles Net loss / (gain) on foreign currency Movements in working capital: Net cash inflow (outflow) from operating activities 32 Annual Report 2012 21. CALCULATION OF EARNINGS PER SHARE GROUP 2012 $’000S PARENT 2012 $’000S GROUP 2011 $’000S PARENT 2011 $’000S 92 (6) 485 645 19,833 19,833 19,833 19,833 0.5 (0.0) 2.4 3.3 92 (6) 485 645 19,833 19,833 19,833 19,833 - - - - 19,833 19,833 19,833 19,833 0.5 (0.0) 2.4 3.3 Basic earnings per share Profit attributable to ordinary shareholders (numerator) Weighted average number of ordinary shares outstanding (denominator) Basic earnings per share (cents) Diluted earnings per share Profit attributable to ordinary shareholders (numerator) Weighted average number of ordinary shares outstanding (denominator) Adjustments for the effect of options and convertible instruments Adjusted weighted average number of ordinary shares outstanding Diluted earnings per share (cents) There are no instruments outstanding that could potentially dilute basic earnings per share in the future. There have been no transactions since balance date which, had they occurred before balance date, would have changed the number of ordinary shares outstanding as at balance date. 22. SHARE CAPITAL Issued Capital The company has 19,833,333 fully paid ordinary shares on issue. These include the issue of 7,200,000 ordinary shares at 50c each fully paid in the Initial Public Offer in June 2005 and a 1:6 rights issue of 2,833,333 shares in November 2007. The shares have no par value, and rank equally in regards to dividends or upon winding up of the company. Dividend Paid No dividend paid in the Financial Year ended 31 March 2012. Dividends of $198,000 were paid in the year ended 31 March 2011. (1 cent per share) 23. ADOPTION OF NEW AND REVISED STANDARDS AND INTERPRETATIONS The financial statements comply with New Zealand generally accepted accounting practice, which include New Zealand equivalents to International Financial Reporting Standards (‘NZ IFRS’) and other applicable Financial Reporting Standards as appropriate for profit-oriented entities. The financial statements comply with International Financial Reporting Standards (‘IFRS’). A number of new standards, amendments to standards and interpretations are effective for reporting periods on or after 1 April 2012, and have not been adopted inpreparing these financial statements. Whilst none of these are expected to have a significant effect on the measurement of items within the financial statements, some addtional disclosures will be necessary. No new standards have been adopted during the year that have had a material impact on the measurement or disclosure in these financial statements. 24. SUBSEQUENT EVENTS John Sandford has been appointed chairman of the Board on 2 April 2012. Geoff Burns stepped down but remains Deputy Chairman and a Director of the company. Jamie Hall was appointed to the Board of Directors on 2 April 2012. 33
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