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Brookfield Asset Management2019 Annual Report
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
(ASX:BTI)
Table of Contents
03 Corporate Summary
04 Board of Directors
06 Letter from the Founders
08 Operating and Financial Review
17 Corporate Governance Statement
20 Directors’ Report
24 Auditor’s Independence Declaration
25 Statement of Profit or Loss and Other Comprehensive Income
26 Statement of Financial Position
27 Statement of Changes in Equity
28 Statement of Cash Flows
29 Notes to the Financial Statements
45 Directors’ Declaration
46 Independent Auditor’s Report
51 Shareholder Information
53 Corporate Information
Bailador provides investors with exposure to
expanision-stage technology companies with
global addressable markets and a
high growth trajectory.
2
Corporate Summary
The Company
Risk
Bailador Technology Investments Limited (ACN 601 048 275)
is a listed investment company and its shares are listed on the
Australian Securities Exchange (ASX:BTI).
The company invests in expansion stage internet-related
businesses. The value of the shares and the income derived may
fall or rise depending on a range of factors. Refer to Note 17 of the
Financial Report for further information.
Objective
Bailador invests in internet-related businesses in Australia and
New Zealand that require growth capital. In particular, Bailador
focuses on software, internet, mobile data and online market-places
with proven revenue generation and management capability,
demonstrated business models and expansion opportunities.
Capital Structure
The Company’s capital structure comprises 120,247,831
Ordinary Shares which trade on the Australian Securities
Exchange (ASX:BTI).
Financial KPIs
Share Price
Earnings per share (cents)
Total Assets ($000)
NAV $ per share (pre-tax)
NAV $ per share (post-tax)
30-Jun-19
30-Jun-18
1.05
14.18
178,370
1.313
1.207
0.74
3.04
147,963
1.110
1.065
Investment Manager
Management Agreement
The Company has outsourced its investment management
function to Bailador Investment Management Pty Ltd (A.C.N. 143
060 511)(AFSL 400811). The Manager is a Sydney based privately
owned investment manager which commenced trading in 2010.
The Company has an agreement with Bailador Investment
Management Pty Ltd for the provision of management
services, the details of which are contained in Note 5 of the
Financial Report.
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
3
Board of Directors
David Kirk
Chairman and Executive Director
Paul Wilson
Executive Director
• David (appointed 2014) has been Chief Executive of two ASX-
• Paul (appointed 2014) has had extensive private equity investment
listed companies, including diversified media company, Fairfax
Media Limited, where he led a number of successful internet
sector investments. David is currently Chairman of ASX-listed
company Kathmandu Holdings Limited and is Chairman of
Forsyth Barr Limited, a privately owned investment firm and the
Sydney Festival. David holds several BTI portfolio directorships
as Chairman of Rezdy and SMI and a director each of Instaclustr,
DocsCorp and Viostream.
• David is a Rhodes Scholar with degrees in Medicine from Otago
University and Philosophy, Politics and Economics from Oxford
University. David enjoyed a highly successful rugby career,
captaining the All Blacks to win the World Cup in 1987. He was
awarded an MBE in 1987.
• David holds 8,387,841 ordinary shares in BTI and an indirect
interest in a further 773,887 ordinary shares.
• David is a Director and shareholder of Bailador Investment
Management Pty Ltd which holds a contract with Bailador
Technology Investments Limited to act as Manager. Further
details pertaining to this agreement can be found in Note 5
of the Financial Report.
experience as a previous director of CHAMP Private Equity in
Sydney and New York and with MetLife in London. Paul was also
previously Executive Director at media focused investment group,
Illyria Pty Ltd. Paul is a Director of Bailador investee companies
SiteMinder, Straker Translations and Stackla. Paul is also a director
of ASX-listed Vita Group Limited and the Rajasthan Royals IPL
cricket franchise.
• Paul holds a Bachelor of Business, Banking and Finance from
QUT and is a Fellow of FINSIA. He is a member of the Institute
of Chartered Accountants and of the Australian Institute
of Company Directors.
• Paul holds 3,461,802 ordinary shares in BTI and has an indirect
interest in a further 410,423 ordinary shares.
• Paul is a Director and shareholder of Bailador Investment
Management Pty Ltd which holds a contract with Bailador
Technology Investments Limited to act as Manager. Further
details pertaining to this agreement can be found in Note 5
of the Financial Report.
4
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
Board of Directors (continued)
Andrew Bullock
Independent Non-Executive Director
• Andrew (appointed 2014) is a Managing Director at Adamantem Capital,
a private equity firm based in Sydney. Prior to joining Adamantem, Andrew
was for many years the head of the corporate advisory and private equity
practice of Gilbert + Tobin, one of Australia’s leading law firms. He was also
previously a partner of Minter Ellison and spent three years in the London
office of Freshfields Bruckhaus Deringer.
• Andrew has a Bachelor of Arts from Sydney University and a Bachelor of
Laws from the University of New South Wales.
• Andrew is the Chair of Bailador’s Audit and Risk Committee.
• Andrew holds interest in 410,422 ordinary shares in BTI.
Sankar Narayan
Independent Non-Executive Director
• Sankar (appointed 2014) commenced as CEO and Executive Director at
SiteMinder in early 2019. He was previously the Chief Financial Officer and Chief
Operating Officer of Xero, and Chief Financial Officer of Virgin Australia Holdings
Limited, Fairfax Media and Foxtel.
• Sankar has an MBA from the University of Chicago Booth School of Business
and is an FCPA (Australia). He also holds a masters degree in electrical
engineering from the State University of New York.
• Sankar holds 200,000 ordinary shares in BTI.
Jolanta Masojada
Independent Non-executive Director
• Jolanta (appointed 5 September 2018) is Principal of MasMedia Advisers,
providing strategic investor relations and communications advice to listed
companies. She has more than 25 years’ experience in financial markets and
equity research in the media and technology sectors in Australia and the US.
Jolanta was formerly Director Equity Research at Credit Suisse and Deutsche
Bank, with previous roles at Macquarie Bank and Pierson Sal. Oppenheim in
New York.
• Jolanta is a graduate of the University of Natal and Cambridge University. She
is a fellow of the Financial Services Institute of Australasia and a graduate of the
Australian Institute of Company Directors.
• Jolanta is the Chair of Bailador’s Nomination and Remuneration Committee.
• Jolanta holds interest in 60,000 ordinary shares in BTI.
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
5
2019 was a good year for BTI. The increase in NTA per share, net of all
fees, was 18.2%.
Straker Translations IPO
The gain in the value of the investments in the BTI portfolio was led
by SiteMinder but was broad based. Seven of the 10 companies in
the portfolio were revalued upwards during the year. There were no
downward revaluations.
We said in our Letter to Shareholders last year that we believed we
were at the end of the Establishment Phase of a successful publicly
listed expansion-stage information technology fund. Last year we
said growth in funds under management from $62m to $134m,
growth in the portfolio from 3 investments to 10 and growth in the
investment team from 2 to 6 constituted important milestones in the
establishment of the Bailador Technology Investments fund.
We said further that we expected 2019 and the years to come
to be characterised by “consistent investment value growth,
increasing numbers of partial and full sales of investee companies,
and management of some public company positions resulting from
partial sales when we list companies.” These expectations have all
come to pass in 2019.
Realisations
Since listing in November 2014, there have been 4 realisations from the
BTI portfolio, as set out in Figure 1.
Figure 1
$ Realised
IRR
$ Realised
IRR
$5.0m in Dec-15
78.9%
$0.4m in Dec-18
35.4%
$ Realised
IRR
$ Realised
IRR
$1.2m in Oct-18
21.5%
$1.95m in Jul-19
25.0%
Three of the 4 realisations have been in the last 9 months and we
expect to continue to realise further investments in the months
ahead. All 4 realisations so far have been partial, and these types of
realisation will continue, but we also expect increasingly to realise
our full investment in some portfolio companies.
6
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
Straker Translations (ASX:STG) was successfully listed on the ASX
in October 2018 and became BTI’s first IPO. Straker has performed
very well since listing, reporting 44% revenue growth in the year to
31 March 2019, comfortably beating the prospectus forecast of 38%
revenue growth. The share price has traded up from $1.51 to $1.93
at the time of writing.
We expect to hold companies we publicly list for extended periods of
time if we have confidence the business will continue growing strongly
after listing. We expect that in some cases, there may be a valuation
uplift as the company establishes a track record as a public company,
and any private company valuation discount is reduced or eliminated.
SiteMinder
The largest investment in the BTI portfolio is SiteMinder which now
makes up 46% of the value of the BTI portfolio. SiteMinder continues
to grow strongly and strengthen its world leading position in the
online distribution of hotel room inventory. SiteMinder has at least 3
times as many hotel connections, 3 times the number of connections
to online travel agents and 3 times the number of connections to
hotel property management systems as any competitor.
Founder Mike Ford stepped up to the role of Executive Chairman
during the year and the former COO and CFO of Xero, Sankar
Narayan, was appointed CEO. Sankar has made good progress
since joining. SiteMinder is a software-as-a-service business with a
subscription-based revenue model. Businesses such as SiteMinder
with proven premium unit economics are widely valued on a
multiple of recurring revenue. During the year SiteMinder passed
$100 million in Annual Recurring Revenue. If we were to apply the
valuation multiples at which comparable companies listed on the
ASX currently trade, SiteMinder would be valued at more than A$1
billion. We hold our position in SiteMinder at a significantly lower
valuation than this, but the upside potential is clear.
Portfolio performance
With the exception of Straker Translations, all the companies we are
invested in are private companies. We are a party to Shareholders
Agreements in each company and in all cases these agreements
preclude us from disclosing detailed financial information about the
performance of the companies. There are good reasons for this, and
we accept these limitations willingly. They do however prevent us
from sharing information we think would be helpful to shareholders
in understanding the performance and prospects of individual
companies in the BTI portfolio.
What we are able to do is share the consolidated performance of
the whole Bailador portfolio. Figure 2 opposite sets this out. As
readers can see, as at 30 June 2019 the portfolio of 10 companies
had revenue of $232 million. Revenue weighted by the carrying
value of the companies grew at 30% in the year. 83% of the revenue
Letter from the Founders
is recurring, which is a consequence of our focus on software-as-a-
service and marketplace business models, and more than 65% of
revenue is generated in markets outside Australia.
This last statistic is important for a number of reasons. The internet
and cloud computing allow every business and consumer on the
planet access to global best-in-class technology simply by logging
on. Accordingly, all software providers, including our portfolio
companies, have to be as good or better than competitors in Europe,
the United States and everywhere else in the world. At the end of the
2019 financial year the revenue derived from international markets
grew to more than 65%. Our portfolio companies are winning in
international markets. They are world class companies. A second
important consequence of rapid international growth is the proving-
out of large addressable markets. Premium valuations in the global
information technology business accrue to companies with large
addressable markets, market leading competitive positions, high
gross margins, profitable growth economics and of course great
founders and management. The BTI portfolio’s growth in revenue
from international markets rising to more than 65% is a strong
indicator of attractive valuation potential.
Figure 2
$232m
portfolio company
revenue1
30%
portfolio company
revenue growth2
>65%
international
revenue2
>70%
gross
margin2
83%
recurring
revenue2
98%
organic
revenue
1Revenuefortheyearended30June2019fortheunderlyingcompaniesinthe
BTIportfolio
2Basedonrevenuefortheyearended30Juneandweightedbasedoncarrying
valueintheportfolio
Valuation
We have always maintained that we value our investee companies
conservatively and in previous Letters we have explained why we
have every incentive to do so. Figure 3 below sets out the third-party
investments into the BTI portfolio companies.
There have been 18 third party investments into the various BTI
portfolio companies since we listed and every single one has been at
or above the holding value at the time. The average valuation gain of
the eighteen third-party investments has been 88%.
Figure 3: Our NTA growth is validated by third party transactions
88% uplift
over cost
Cost1
Third party
transaction value
1Costisthetotaloriginalcashcostofinvestment
Team Changes
In 2019, 2 members of our investment team moved on. Andrea
Kowalski, who joined us soon after listing and who had a hand in a
number of investments for us, moved to New York 18 months ago
and has decided to set up her own investment fund. Georgina Turner
had a hankering to move back into an operating role at a fast-growing
technology company and then into investing at an earlier stage. We
wish both Andrea and Georgina well in their next endeavours.
During the year, Bevin Shields joined us from listed tech company
Catapult. Bevin has a successful background in investment banking,
corporate development, fund raising and investor relations and is a
perfect fit for our stage and priorities. Bevin has already added great
value. We are delighted to have him.
Shareholder register
One of our aims in founding the first publicly listed expansion-stage
information technology fund was to give retail investors an opportunity
to invest in what has always been the domain of big cheque writing
institutional investors and wealthy individuals. We were very pleased
to see that the number of smaller investors in BTI has grown strongly
in 2019. The total number of investors in the fund has grown by about
15% in the year to over 1,500. Growth in the number of shareholders is
good for liquidity, which helps all shareholders.
Annual Meeting
We look forward to seeing those that are able to make it at our AGM at
11am on Tuesday 22 October 2019 at Level 40, 2 Park Street, Sydney.
David Kirk
Chairman and Executive Director
Paul Wilson
Executive Director
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
7
Letter from the Founders (continued) Principal Activities
Operating Results
Bailador Technology Investments Limited (BTI) invests in information
technology businesses in Australia and New Zealand that are seeking
growth capital. The target businesses typically have an enterprise
valuation between $10 million and $200 million. In particular, the
Company focuses on software, internet, mobile, data and online
market-place businesses with proven revenue generation and
management capability, demonstrated successful business models
and expansion opportunities.
There have been no significant changes in the nature of the
Company’s principal activities during the financial year.
Our Business Model and Objectives
Providing satisfactory returns to shareholders is our primary
objective. Our success in achieving this objective is determined
by total shareholder return (TSR) over time. The TSR we deliver
will, over time, be directly related to the return on invested capital
we achieve.
Our business model is to identify, buy and hold investments
in a number of private internet-related businesses with strong
growth prospects. Returns to shareholders will be delivered
by growth in the value of investments held and through potential
distributions to shareholders following the sale of investments.
Following sales, we will continue to make new investments
to maintain a portfolio of investments.
Investments made by BTI are typically structured to provide a level
of contractual protection superior to that available to investors
in ordinary shares, thereby reducing risk. Thorough due diligence
is carried out before investments are made and BTI representation
on most portfolio company boards ensures BTI’s close involvement
with operational decisions.
BTI continues to assess a strong pipeline of potential investments, and
will continue to make investments as attractive opportunities arise.
The Company has been classified under AASB 2013-5 as an
Investment Entity whose business purpose is to invest funds solely
for returns via capital appreciation and/or investment returns.
As the Company has been classified as an Investment Entity, the
portfolio investments have been accounted for at fair value through
the profit or loss and shown as Financial Assets in the Statement
of Financial Position.
The profit of the Company for the financial year ended 30 June 2019
was $17,053,000 (2018 $3,654,000), after providing for income tax.
Combined revenue growth of the underlying portfolio companies
(portfolio weighted) for the financial year ended 30 June 2019 was
30%. Further information on individual investee company growth
can be found in the portfolio operating reports.
The underlying investment performance of the Bailador portfolio,
measured as the change in the Net Tangible Assets (NTA) per share
between 1 July 2018 and 30 June 2019 (pre-tax, after all fees), was
an increase of 18.2% pa over the year. Seven of the companies
in the portfolio have had positive revaluations in the year, with three
investments held constant. No new shares were issued in the period.
Review of Operations
FY19 was a year of consolidation and focus on portfolio company
growth for Bailador with a number of investments moving closer
to maturity. There were no new investments throughout the year
and only one small follow-on investment of $450,000 into Viostream
to fund the completion of a new product. There were two partial
realisations of Straker Translations and Lendi (see below for details)
with Straker Translations notably completing its listing on the ASX.
There were gains across the portfolio with seven of the ten
investments increasing in value throughout the year. Three
investments were held constant and there were no impairments
during the year.
Realisations
Straker Translations
Straker Translations listed on the ASX in October 2018. As part of the
IPO, BTI sold 10% of its holding at a price 11.4% above the previous
carrying value and at 1.9x original cost. Cash proceeds on realisation
were $1.2m.
At 30 June 2019, BTI held marketable securities in Straker as follows:
Current marketable securities:
Ordinary shares
Financial assets: Ordinary shares
held in escrow until after the
release of Straker’s FY20 half
year results in October 2019.
Total
No. of
$ at $1.705
Shares
30 June 2019
1,645,378
$2,805,369
5,758,823
$9,818,793
7,404,201
$12,624,163
Since 30 June 2019, BTI has sold a further 1,000,000 shares in Straker
Translations at a price of $1.95, which is 29.1% above the IPO price.
8
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
Operating and Financial Review Valuation of Investments
The Board has reviewed the value of the investment portfolio and
the Net Tangible Assets of BTI as at 30 June 2019. In conducting their
valuation review, the Board has had regard to the BTI investment
portfolio Valuation Review Report prepared by BDO Corporate
Finance (Qld) Ltd.
Information regarding the valuation of the investment portfolio is set
out in Note 18 of the financial statements and in the section below
“Operating Reports on Portfolio Companies”.
Investments are currently held at a mark to market, the valuation
implied by the latest third-party investment or at a price determined
by globally benchmarked revenue multiples and trading performance.
Review of Operations (continued)
Lendi
BTI sold a small portion ($0.4m) of its investment in Lendi
in December 2018 at a price 18% above its previous carrying
value and 2.2x BTI’s original investment cost. The sale was part
of a broader transaction which saw ANZ bank invest $40m in Lendi.
“Our portfolio companies
are winning in international
markets. They are world
class companies.”
Revaluations
The following investments were re-valued upwards during the year
to a new market value set by third party investment:
• Straker Translations: Increased in value 26% during FY19. BTI
increased its valuation of Straker Translations by 11% to IPO
price upon issue of Straker’s prospectus in September 2018.
The Straker Translations investment was marked to market
after listing on the ASX and closed FY19 a further 13% higher
than its IPO price.
• Instaclustr: Was revalued upwards by 58% in August 2018
following a USD$15m investment in Instaclustr led by US
private equity firm Level Equity.
• Lendi: Was revalued upwards by 18% in November 2018
following a $40m investment in Lendi by ANZ Bank.
The following investments were revalued under BTI’s revaluation
policy, including independent review, by reference to comparable
trading and transaction multiples, following strong performance
and twelve months since a third party transaction.
• SiteMinder: increased by 30% ($17.0m) in June 2019
• DocsCorp: increased by 19% ($1.8m) in June 2019
• SMI: increased by 30% ($2.2m) in March 2019
• Rezdy: increased by 29% ($1.3m) in February 2019
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
9
Operating and Financial Review (continued) In the year to 30 June 2019, SiteMinder continued to deliver strong
top line revenue growth passing $100m in Annual Recurring
Revenue at very attractive gross margins. The company employs
approximately 650 people across its six offices in Sydney (global
headquarters), Dallas, Galway, London, Bangkok and Cape Town.
Valuation 30 June 2019:
Valuation at 30 June 2018:
Investment since 30 June 2018:
$72.9m
$55.9m
$0m
Basis for valuation:
Securities held:
Revenue multiples
Convertible preference shares
Review of Operations (continued)
Operating Reports on Portfolio Companies
SiteMinder
SiteMinder is the world leader in hotel channel management
and distribution solutions for online accommodation bookings,
seamlessly connecting to hundreds of distribution partners,
including leading Online Travel Agents (OTAs) such as Booking.
com, Expedia, TripAdvisor, Google, and CTrip. Established in
2006, SiteMinder has developed a suite of products used by
accommodation providers in over 160 countries to help increase
online revenue, streamline business processes and drive down the
cost of acquisition of bookings. SiteMinder facilitates transactions
in the fast-growing market of online accommodation booking.
SiteMinder is a software-as-a-service (SaaS) business, licencing
all products on its software platform on a monthly basis to over
35,000 customers worldwide, making it the largest hotel channel
management and distribution solution in the world. It operates
a subscription business model with greater than 90% of revenue
being recurring in nature.
The company’s flagship product is The Channel Manager, an online
distribution platform. The SiteMinder Platform also includes The
Booking Button (a booking engine enabling direct hotel bookings via
the web), Canvas (an intelligent website creator for hoteliers), Insights
(a real-time rate intelligence tool) and GDS by SiteMinder (a single
point of entry to a network of travel agents and the world’s leading
global distribution systems). SiteMinder’s Little Hotelier product also
offers a Property Management System (PMS) for boutique hotels.
SiteMinder’s market leading position has allowed it to more recently
launch SMX Marketplace (a marketplace enabling data exchange
between PMS’s and other hotel applications). SiteMinder Pay
(a payments solution that enables monetisation of transaction value
processed by the Little Hotelier product) is a product launched
last year which allows SiteMinder to further monetise some of the
$38 billion in hotel reservations it processed last year.
During the year, co-founder Mike Ford moved to the position
of Executive Chairman, which allowed the recruitment of Sankar
Narayan as Chief Executive Officer. Sankar brings tremendous
relevant experience, most recently as COO/CFO of ASX listed Xero.
The team was also bolstered by the recruitment of Jonathan Kenny
as CFO, Inga Latham as Chief Product Officer, Jonathan Bedford
as Chief Sales Officer, and Mark Renshaw as Chief Marketing Officer.
10
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
Operating and Financial Review (continued) Review of Operations (continued)
Instaclustr
Instaclustr is a global platform that manages the most powerful
open source technologies empowering customers to deliver big
data applications at scale. The company addresses a multi-billion
dollar fast growing industry underpinned by the growing adoption
of open source technologies and strong growth in Big Data
Analytics investment.
Instaclustr enables companies to focus their in-house
development resources on building proprietary software
applications, whilst it manages complex database, analytics,
search and messaging applications that are critical to success.
Instaclustr also enables companies to de-risk their investment in
open-source based technology, knowing that the back-end of their
application infrastructure meets stringent SLAs and is secure,
scalable and reliable.
“Instaclustr addresses
a multi-billion dollar
fast growing industry.”
Established in 2013, Instaclustr is trusted by global industry leaders
and counts Atlassian, Sonos and Blackberry, amongst its customers.
The revenue model is highly recurring, with customers on either
annual contracts (very similar to a Software-as-a-Service business
model) or paying monthly amounts that vary slightly with usage.
Revenue is sticky with 80%+ of total revenue classified as recurring.
Instaclustr has demonstrated excellent operational performance over
the twelve months ending 30 June 2019, with revenue growth in excess
of 200% over the past two years and significant improvement in core
margins as the business scales.
In FY19, Instaclustr evolved from being a ‘Database-as-a-Service’
provider to an ‘Open-Source-as-a-Service’ provider that offers support
for multiple Open Source big data technologies. Instaclustr recently
launched its expanded Open-Source-as-a-Service platform covering
additional technologies such as Apache Kafka, and we anticipate this
evolution will generate significant growth for the company.
The dedicated Apache Kafka offering, the second major technology
after Apache Cassandra, launched in September 2018 and has already
gained meaningful traction with customers. Some of the recent deals
that were won with large customers were driven by Instaclustr’s ability
to manage multiple technologies.
The company employs 80+ full-time staff across its three major offices:
its headquarters in Palo Alto, California, its founding office in Canberra,
Australia and its new office in Boston, Massachusetts.
BTI increased the valuation of its investment in Instaclustr by 58%
in August 2018 following a $15m USD funding round led by NYC-based
growth equity fund, Level Equity. Instaclustr has utilised the funding
to invest in sales and marketing, build out support for additional
technologies and make key hires. The company has recently hired a VP
of North American Sales from VMWare to help build out the sales team
and go after the large market opportunity.
Valuation 30 June 2019:
Valuation 30 June 2018:
Investment since 30 June 2018:
$14.6m
$9.3m
$0m
Basis for valuation:
Securities held:
Third-party transaction
Convertible preference shares
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
11
Operating and Financial Review (continued) Review of Operations (continued)
Straker Translations
Stackla
Straker Translations (Straker) is a world-leading AI data-driven language
translation platform powering the global growth of businesses. Straker
has developed a hybrid translation platform that utilises a combination
of AI and machine-learning through its proprietary ‘RAY Translation
Platform’, together with a crowd-sourced pool of over 13,000 crowd-
sourced freelance translators. This AI-driven technology platform allows
Straker to achieve high volume translations at 95% accuracy and deliver
industry leading gross margins.
In October 2018 Straker completed a $20m raising and IPO on the ASX at
$1.51 per share. The funds from IPO were to further Straker’s acquisition
plans and since listing, Straker has executed on these plans purchasing
two Spain-based companies, ‘Com Translations Online S.L.’ and ‘On-
Global’. Straker has a strong integration process following business
acquisition and has proven out the compelling economics of this strategy.
In April 2019, Straker released its first full year financial results
for FY2019, beating its prospectus forecasts and delivering 44%
revenue growth in the financial year (vs forecast 38% growth).
This outperformance was driven by significant organic growth
from enterprise customers with repeat revenue reaching 83% for
the financial year. Straker’s RAY Translation Platform is highly scalable,
accounting for over 71% of all FY19 translations and collecting over
100 billion new AI data points as part of its continued development.
The prospects for Straker are increasingly strong as they continue to
scale-up their translation platform in the growing US$43.0bn language
services market. Straker entered the FY20 financial year with its largest
ever pipeline of corporate sales and a growing M&A pipeline with
a number of advanced conversations already underway.
As a publicly listed company, BTI’s investment in Straker is determined
by the change in closing share price for the period. As at 30 June 2019
the value of BTI’s investment in Straker has increased by 26% over the
prior year to $12.6m.
Valuation 30 June 2019:
Valuation 30 June 2018:
Realisation since 30 June 2018:
Basis for valuation:
Securities held:
$12.6m
$11.2m
$1.2m
Mark to market
ASX:STG
1,645,378 ordinary shares
5,758,823 ordinary shares held
in escrow until after the release
of Straker’s FY20 half year results
in October 2019
Stackla is a content discovery platform that is focused on User
Generated Content (UGC) and Digital Asset Management (DAM)
enabling brands to feature UGC throughout their marketing stack
and content strategy. UGC is aggregated from over 30 data sources
such as Facebook, Twitter, Instagram, YouTube, Wordpress and
Twitch. Stackla leverages predictive intelligence and automation
to identify authentic and compelling content for each of a brand’s
consumer segments, delivering personalised experiences at scale.
The use of UGC in a brand’s marketing strategy has two core benefits:
(1) it provides a source of trusted third-party validation, increasing
customer conversion to sale through greater authenticity, and
(2) it reduces the cost to the company of content creation.
Stackla offers customisable displays, plugins for a brand’s marketing
tech stack, and a suite of APIs for developing deep integrations
and custom activations. The platform also offers brands the tools
required to obtain ‘rights for use’ from the content creator.
Established in 2012, Stackla is trusted by more than 350 brands
across travel & hospitality, consumer goods, retail, sport and
not-for-profit sectors. Stackla is designed to meet the needs
of enterprise-level organisations including Ford, Sony, Disney and
McDonalds. Stackla employs ~65 FTEs across its offices in Sydney,
San Francisco (headquarters), New York, Austin and London.
The business model is software-as-a-service (SaaS), licensing its
platform to customers on an annual basis. Over 90% of Stackla’s
revenue is recurring in nature and 60% of the company’s revenue
is generated outside of APAC.
Following the launch of Co-Pilot and the Digital Asset Manager (DAM),
Stackla is now positioned as an AI-powered visual content engine that
combines the power of UGC with DAM for the enterprise marketer.
The launch of the Stackla DAM product has also allowed the
company to move further up the marketing stack, which will make
the company an integral part of the marketing tech stack and further
differentiate Stackla from its competitors.
In FY19 Stackla launched a number of new product features that
marketing professionals use as part of their daily workflow. This has
helped to improve the experience for customers and will increase the
stickiness of the Stackla product over time.
Valuation 30 June 2019:
Valuation 30 June 2018:
Investment since 30 June 2018:
$12.6m
$12.6m
$0m
Basis for valuation:
Securities held:
Third-party transaction
Convertible preference shares
12
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
Operating and Financial Review (continued) Review of Operations (continued)
DocsCorp
Lendi
DocsCorp provides on-premise and cloud-based document productivity
software for law firms, accounting firms and document management
professionals. The company operates within the Enterprise Content
Management (ECM) market. BTI invested in DocsCorp in July 2016.
Lendi is a disruptive Fintech business that is addressing the $1.7 trillion
and highly profitable mortgage market in Australia. The company has
developed an end-to-end online mortgage platform that fundamentally
improves and simplifies the process of obtaining a home loan.
Having invested in both new product development and a series of new
senior sales hires in FY2018 the business spent FY2019 executing its
growth plans. This focus delivered pleasing results for the company with
booked revenue growing 21% and the business increasing its recurring
revenue mix to 70% of total revenue.
The company continued to invest in new hires and added two senior
hires to its North American sales team including a new head of North
American sales. The business recently appointed its first Global Partner
Manager to drive further revenue growth from its reseller channel
in North America and Europe.
FY2019 saw the successful launch of DocsCorp’s Content Crawler
Cloud partnership with Netdocuments which in a short period of time
is making a meaningful contribution to the business’ revenue. This
marks an exciting development for DocsCorp as enterprise content
management platforms leverage its technology via cloud integrations.
The company’s Worldox partnership will launch soon with the company
also pursuing other interesting integration opportunities.
DocsCorp has more than 3,750 customers in 32 countries deploying
over 575,000 licences. The company has market leading customer
churn and net revenue churn metrics highlighting the sticky nature
of its customer base and the successful execution of its land and expand
sales strategy. The company is cash generative and is well positioned
to capitalise on its evolving competitive landscape.
BTI revalued its investment in DocsCorp up by 19% to $10.9m in June
2019 based on the business’ revenue growth and improved recurring
revenue mix.
Valuation 30 June 2019:
Valuation 30 June 2018:
Investment since 30 June 2018:
$10.9m
$9.2m
$0m
Basis for valuation:
Securities held:
Revenue multiples
Convertible preference shares
Lendi’s online platform searches through 1,600 different home loans
from 35 lenders to match prospective borrowers with the right home
loan. Lendi’s platform utilises technology to radically simplify the home
loan search and application process.
The completion of the Royal Commission into Misconduct in the
Banking, Superannuation and Financial Services Industry (Banking
Royal Commission) in 2019 had important ramifications for Lendi and
the mortgage industry and resulted in a general contraction in home
loan lending. Despite the contraction in home loan lending, the business
performed well which is a testament to both Lendi’s market leading
consumer proposition and its investment in technology. The company
is well positioned to capitalise on the post Banking Royal Commission
home loan environment.
During FY2019 the company continued to scale-up its operations and
the business now has over 400 team members operating from offices in
Sydney, Melbourne and Brisbane. A substantial component of the team’s
growth has been front line sales staff.
The company’s joint venture with Domain, Domain Loan Finder,
continues to perform well with both Domain and Lendi continuing to
launch new product integrations across the Domain platform. There is
strong potential for Lendi’s Domain home loan JV to grow considerably.
BTI is pleased with the progress that the Lendi team continue to make
and the team’s continued ability to deliver market leading revenue
growth rates in FY2019.
BTI increased the valuation of its investment in Lendi by 18% to $10.7m
in November 2018 based on a third-party investment round. At this
time the company also conducted a share buyback through which BTI
realised $440,000 in cash proceeds. This represented a 2.2x return on
BTI’s original investment.
$10.7m
Valuation 30 June 2019:
($11.2m pre-realisation)
Valuation 30 June 2018:
Realisation since 30 June 2018:
$9.5m
$0.4m
Basis for valuation:
Securities held:
Recent third-party investment
Ordinary shares
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
13
Operating and Financial Review (continued) Review of Operations (continued)
Standard Media Index
Viostream
SMI is a market leading data and analytics platform specialising
in the management and distribution of media and advertising data.
SMI is the only company in the world that aggregates actual ad
spend data which is used by leading media companies, brands and
financial institutions to understand advertising performance and
make fundamental strategic decisions. SMI sources its advertising
spend data through exclusive arrangements with buying agencies
who are represented in more than 32 countries.
FY19 was another period of strong growth for SMI, with continued
growth in sales of its full market TV product AccuTV, launched
in FY18. AccuTV provides a comprehensive analytical view of the
US TV market for clients such as ABC/Disney, MGM, Fox, Turner
and Discovery Channel. The success of AccuTV has established SMI
as the gold standard for understanding and analysing television
media spend in the US. SMI plans to enter new markets with AccuTV
in the coming year.
SMI’s growth prospects remain promising, underpinned by three
continuing initiatives: (1) continuing to grow the revenue of AccuTV
in the US market and in new markets including Canada and the
UK, (2) launching a beta-version of a digital video advertising spend
product in the US and (3) continuing to grow sales to the financial
services market, which has been a stand-out success in 2019.
Revenue growth has been strong for SMI in 2018 and 2019 and
resulted in BTI increasing its carrying value by 30% in March 2019.
With the majority of the company’s financial year budget already
achieved (SMI has a December financial year end) and a strong
pipeline of clients and planned product developments, SMI is well
positioned to continue its growth in the coming year.
Valuation 30 June 2019:
Valuation at 30 June 2018:
Investment since 30 June 2018:
Basis for valuation:
Securities held:
$9.6m
$7.4m
$0m
Revenue multiples
Convertible notes and ordinary
shares
Viostream is a cloud-based video platform for the creation,
management and distribution of live and on-demand video.
Viostream’s platform is used by corporate and government enterprises
to manage digital video for business communications such
as marketing, internal employee engagement and corporate relations.
Viostream’s revenue was flat in FY2019 as a result of new business
being secured later than forecast. Customer renewals for FY2019
remained solid.
During FY2019 Viostream’s Managing Director and management
team were focussed on cost management, growth through product
development and a focussed government sales push. Progress was
made in all three areas setting up Viostream well for FY2020.
Management was able to continue to reduce the operating cost base
of the business. Costs were reduced by approximately 10% in FY2019.
This continued cost reduction puts the business in the position
to be operating cash flow positive in FY20.
The business is now able to launch to market a beta version of its
new live streaming product when the time is right. The product
is currently being tested by select Viostream customers.
Viostream was successful in securing a number of key government
and commercial customers in the latter part of FY2019 through
a deliberate strategy of focussing on the company’s experience
in the government sector.
During the course of FY2019 BTI invested $450,000 into Viostream
to fund the finalisation of the company’s new product development
and transition costs to operating cash flow profitability.
In June 2019 BTI, along with all other convertible note and
preference shareholders converted their securities to ordinary shares.
This was completed to simplify Viostream’s balance sheet and
capital structure. This process has positive implications for BTI and
simplifies the structure of Viostream for prospective due diligence.
Valuation 30 June 2019:
Valuation at 30 June 2018:
Investment since 30 June 2018:
Basis for valuation:
Securities held:
$7.8m
$7.4m
$0.45m
Revenue multiples
Ordinary shares
14
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
Operating and Financial Review (continued) Review of Operations (continued)
Rezdy
Brosa
Rezdy is one of the few global independent technology providers
of connectivity and tools to a broad cross-section of the estimated
US$150bn tours and activities industry. Rezdy’s B2B marketplace
strategy combines leading booking software, channel management
and in-destination agent tools to enable online and mobile sales of
tours and activities and facilitate greater reach for tours and activities
providers by connecting them to leading global distribution partners
such as Booking.com, Viator, GetYourGuide, C-Trip and Expedia.
Rezdy currently connects over 3,200 tour and activity operators
to online distribution channels and connects to over 3,800
independent agents in 92 countries. Rezdy’s booking software
platform enables tours and activities providers to sell directly
to consumers online, simplifying back-end operations for
customers with inventory, scheduling and reservation engines.
Rezdy experienced strong growth in FY19, processing more than
$1.4bn in bookings through its platform. Over half of Rezdy’s revenue
was generated outside of Australia with the US being Rezdy’s
second largest market. During the year, Rezdy aligned its revenue
model more closely with its global marketplace strategy, resulting
in significant growth in ARPU (Average Revenue Per Customer)
by adding transaction and commission fees to its established
software-as-a-service (SaaS) subscription revenue model, in which
subscription fees are paid on a monthly or annual basis.
As a result of the continued strong growth in FY19, our investment
in Rezdy was revalued upwards by 29% in February 2019. We believe
Rezdy is very well positioned for continued growth and will
become an increasingly leading technology provider to the global
experience industry.
Valuation 30 June 2019:
Valuation 30 June 2018:
Investment since 30 June 2018:
$5.9m
$4.5m
$0m
Basis for valuation:
Securities held:
Revenue multiples
Convertible preference shares
Brosa is a technology-led, vertically integrated furniture brand and
online retailer. Digitally-native brands like Brosa have an advantage
over typical retailers, with access to data across the consumer
purchasing lifecycle that can inform and optimise future investment
in inventory and pricing.
The management of Brosa believes there is an opportunity for
digitally native retailers to utilise technology to optimise all parts
of the furniture purchase and delivery supply chain, from design
to delivery. Brosa is a next generation retailer with a digitally-native
mindset and full vertical integration across the supply chain,
enabling superior control of the customer experience.
Established in 2014, Brosa is based in Melbourne. The business
operates an online/offline retail model, which includes
predominantly online sales supported by two appointment-only
physical showrooms in Melbourne and Sydney.
In the time since BTI’s investment in October 2017, Brosa has built its
management team in product range development, merchandising
strategy and marketing. Brosa has not grown its revenue materially
in the past year and has focussed on achieving growing profitability.
BTI has kept the valuation of Brosa flat over FY19 in line with the
price of a small funding round Brosa completed in October 2018.
This valuation also recognises BTI’s position in the capital structure
of the company.
Valuation 30 June 2019:
Investment October 2018:
Basis for valuation:
Securities held:
$3.0m
$3.0m
Third-party transaction
Convertible preference shares
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
15
Operating and Financial Review (continued) Significant Changes in State of Affairs
Liquidity Risk
There was no significant change in the Company’s state of affairs
during the year.
There is a risk that the investment portfolio’s underlying investments
or securities may not be easily converted to cash. Even when the
Company does have a significant cash holding, that cash will not
necessarily be available to Shareholders.
Events after the Reporting Period
General Investee Company Risks
In July 2019, BTI sold 1,000,000 shares in Straker Translations at $1.95
per share with the proceeds received in cash.
There are risks relating to the growth stage internet-related
Businesses in which the Company invests including:
Other than the above, no matter or circumstance has arisen since
the end of the year that has significantly affected or may significantly
affect the operations of the Company, the results of those operations
or the state of affairs of the Company in subsequent financial years.
Future Developments, Prospects and
Business Strategies
The BTI portfolio is well positioned for continued growth. In addition,
the pipeline of potential new investment opportunities remains strong.
Likely developments, future prospects and the business strategies
and operations of the portfolio companies and the economic
entity and the expected results of those operations have not been
detailed in this report as the directors believe the inclusion of such
information would be likely to result in unreasonable prejudice
to the Company.
Business Risks
The following exposures to business risk may affect the Company’s
ability to deliver expected returns:
Market Risk
Investment returns are influenced by market factors such as changes
in economic conditions, the legislative and political environment,
investor sentiment, natural disasters, war and acts of terrorism.
The investment portfolio is constructed so as to minimise market
risks, but those risks cannot be entirely eliminated and the
investment portfolio may underperform against the broader market.
• The business model of a particular investee company may be
rendered obsolete over time by competition or new technology;
• Some investee companies may not perform to the level
expected by the Manager and could fail to implement proposed
business expansion and/or product development, reduce
in size or be wound up;
• Some investee companies may fail to acquire new funding,
whether by way of debt funding or third-party equity funding;
• There is no guarantee of appropriate or timely exit
opportunities for the Company, and accordingly the timeframe
for the realisation of returns on investments may be longer
than expected.
The Company uses a combination of strategies to minimise
business risks, including structural and contractual protections,
a clear investment strategy and representation on portfolio
company boards.
Environmental Regulation
The operations of the Company are not subject to any particular
or significant environmental regulations under a Commonwealth,
State or Territory law.
16
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
Operating and Financial Review (continued) A list of the Board’s directors for the year ended 30 June 2019, along
with their biographical details, is provided in the Directors’ Report.
The Board considers the current board composition reflects an
appropriate balance between executive and non-executive directors
that promotes both the generation of shareholder value and
effective governance.
The Board also considers that the current board composition
reflects an appropriate balance of skills, expertise and experience
to achieve its objective of creating and delivering long-term
shareholder value. The diverse range of investments the company
is involved in necessitates the Board having a correspondingly
diverse range of skills, experience and expertise. As BTI invests in
internet-related businesses, directors are required to have a strong
working knowledge of this sector. In addition, directors need to have
a strong understanding of a range of other business requirements,
including finance and contract law. To this end, the Board considers
its current composition to be appropriate and has in place an active
program for assessing whether individual directors and the Board
as a whole have the skills and knowledge necessary to discharge
their responsibilities in accordance with the Board’s governance
arrangements. Details of the skills, expertise and experience of each
director are provided in the Directors’ Report.
Ethical Standards
The Board is committed to its core governance values of integrity,
respect, trust and openness among and between Board members,
management and portfolio companies. These values are enshrined
in the Board’s Code of Conduct policy which is available at
www.bailador.com.au.
The Code of Conduct policy requires all directors to at all times:
• Act in good faith in the best interests of the Company and
for a proper purpose;
• Comply with the law and uphold values of good
corporate citizenship;
• Avoid any potential conflict of interest or duty;
• Exercise a reasonable degree of care and diligence;
• Not make improper use of information or position; and
• Comply with the company’s Code of Conduct and
Securities Trading Policy.
Directors are required to be independent in judgment and ensure all
reasonable steps are taken to ensure the Board’s core governance
values are not compromised in any decisions the Board makes.
Bailador Technology Investments
Limited’s Corporate Governance
Arrangements
The objective of the Board of Bailador Technology Investments
Limited is to create and deliver long-term shareholder value
through a range of diversified investments.
The Board considers there to be an unambiguous and positive
relationship between the creation and delivery of long-term
shareholder value and high-quality corporate governance.
Accordingly, in pursuing its objective, the Board has committed
to corporate governance arrangements that strive to foster the
values of integrity, respect, trust and openness among and
between Board members, management and investee companies.
Bailador Technology Investments Limited and its subsidiaries
operate as a single economic entity with a unified Board. As such,
the Board’s corporate governance arrangements apply to all entities
within the Company.
Bailador Technology Investments Limited is listed on the Australian
Securities Exchange (ASX). Accordingly, unless stated otherwise in
this document, the Board’s corporate governance arrangements
comply with the recommendations of the ASX Corporate Governance
Council (including the 2014 amendments) as well as current
standards of best practice for the entire financial year ended 30 June
2019 and have been approved by the Board.
Board Composition
The Board comprises five directors, three of whom are non-executive
and meet the Board’s criteria, and ASX Guidelines, as to be considered
independent. The names of the non-executive/independent
directors are:
Andrew Bullock
Jolanta Masojada (appointed 5 September 2018)
Sankar Narayan
Heith Mackay-Cruise (retired 18 September 2018)
An independent director is a non-executive director who is not
a member of management and who is free of any business or other
relationship that could materially interfere with, or could reasonably
be perceived to materially interfere with, the independent exercise
of their judgement. For a director to be considered independent,
they must meet all of the following materiality thresholds:
• Not hold, either directly or indirectly through a related person
or entity, more than 5% of the company’s outstanding shares;
• Not benefit, either directly or through a related person or entity,
from any sales to or purchases from the company or any of its
related entities; and
• Derive no income, either directly or indirectly through a related
person or entity, from a contract with the company or any of its
related entities.
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
17
Corporate Governance Statement Nomination and Remuneration Committee
The role of the Nomination and Remuneration Committee is to assist
the Board by making recommendations to it about the appointment
of new directors of the company and advising on remuneration and
issues relevant to remuneration policies and practices including
for non-executive directors. Specifically, the Nomination and
Remuneration Committee oversees:
• Developing suitable criteria for Board candidates;
• Identifying, vetting and recommending suitable candidates
for the Board;
• Overseeing Board and director performance reviews;
• Developing remuneration policies for directors; and
• Reviewing remuneration packages annually.
The Nomination and Remuneration Committee comprises five
directors (including the Chair of the Board), three of whom are
non-executive/independent directors. Consistent with ASX’s
Corporate Governance Principles and Recommendations, the Chair
of the Nomination and Risk Committee is independent and does not
hold the position of Chair of the Board.
The names and qualifications of the Nomination and Remuneration
Committee members and their attendance at meetings of the
committee are included in the Directors’ Report.
There are no schemes for retirement benefits for directors.
Performance Evaluation
The Board assesses its performance, the performance of individual
directors and the performance of its committees annually through
internal peer review. The Board also formally reviews its governance
arrangements on a similar basis annually. The Board, along with the
Nomination and Remuneration Committee have met throughout
the year and have found the current board performance and
composition to be appropriate.
Further remuneration policy for non-executive/independent
directors is provided at www.bailador.com.au.
Share Ownership and Share
Trading Policy
Details of directors’ individual shareholdings in Bailador Technology
Investments Limited are provided in the remuneration report.
The Bailador Technology Investments Limited Securities Trading
Policy is set by the Board. The policy restricts directors from
acting on material information until it has been released to the
market and adequate time has been given for this to be reflected
in the company’s share price. A detailed description of the
Board’s policy regarding directors trading in Bailador Technology
Investments Limited shares is available from the Board’s Code of
Conduct and Securities Trading Policy, both of which are available
at www.bailador.com.au.
Directors are prohibited from trading for short term speculative gain.
Board Committees
To facilitate achieving its objectives, the Board has established two
sub-committees comprising Board members – the Audit and Risk
Committee and the Nomination and Remuneration Committee.
Each of these committees has formal terms of reference that outline
the committee’s roles and responsibilities, and the authorities
delegated to it by the Board. Copies of these terms of reference are
available at www.bailador.com.au.
Audit and Risk Committee
The role of the Audit and Risk Committee is to assist the Board
by advising on the establishment and maintenance of a framework
of internal controls and to assist the Board with policy on the quality
and reliability of financial information prepared for use by the Board.
Specifically, the Audit and Risk Committee oversees:
• The appointment, independence, performance and
remuneration of the external auditor;
• The integrity of the audit process;
• The effectiveness of the internal controls; and
• Compliance with applicable regulatory requirements.
Information on the Board’s procedures for the selection and
appointment of the external auditor, and for the rotation of the
external audit engagement partners, is available from the company’s
website www.bailador.com.au.
The Audit and Risk Committee comprises five directors (including the
Chair of the Board), three of whom are non-executive/independent
directors. Consistent with ASX’s Corporate Governance Principles
and Recommendations, the Chair of the Audit and Risk Committee
is independent and does not hold the position of Chair of the Board.
The names and qualifications of the Audit and Risk Committee
members and their attendance at meetings of the Committee are
included in the Directors’ Report.
18
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
Corporate Governance Statement (continued) Board Roles and Responsibilities
The Board is accountable to the shareholders for creating and
delivering shareholder value through governance of the Company’s
business activities. The discharge of these responsibilities is
facilitated by the Board delivering to shareholders timely and
balanced disclosures about the Company’s performance.
As a part of its corporate governance arrangements, the Board
has established a strategy for engaging and communicating with
shareholders that includes:
• Monthly updates to the ASX and the Company website with
the Company’s net asset backing;
• Presentations to investors and media briefings, which are
also placed on the Company website; and
• Actively encouraging shareholders to attend and participate
in the Company’s Annual General Meeting.
A detailed description of the Board’s communication policy
is provided at www.bailador.com.au.
Shareholder Rights
Shareholders are entitled to vote on significant matters impacting
on the business, which include the election and remuneration
of directors, changes to the constitution and receipt of annual
and interim financial statements. The Board actively encourages
shareholders to attend and participate in the Annual General
Meetings of Bailador Technology Investments Limited, to lodge
questions to be responded to by the Board and/or the Manager,
and to appoint proxies.
The Company ensures its statutory auditor attends the Annual
General Meeting and is available to answer questions from
shareholders relevant to the audit.
Risk Management
The Board considers identification and management of key risks
associated with the business as vital to creating and delivering
long-term shareholder value.
The Board is first and foremost accountable to provide value to its
shareholders through delivery of timely and balanced disclosures.
The main risks that could negatively impact on the performance
of the Company’s investments include:
The Board has delegated to the Manager, Bailador Investment
Management, all authorities appropriate and necessary to achieve
the Board’s objective to create and deliver long-term shareholder
value. A complete description of the functions reserved for the Board
and those it has delegated to the Manager along with guidance
on the relationship between the Board and the Manager is available
from the Board Charter available at www.bailador.com.au.
Notwithstanding, the Manager remains accountable to the Board
and the Board regularly monitors the decisions and actions
of the Manager.
The Board Charter requires all directors to act with integrity
and objectivity in taking an effective leadership role in relation
to the Company.
The Chair is responsible for ensuring individual directors, the Board
as a whole and the Manager comply with both the letter and spirit
of the Board’s governance arrangements. The Chair discharges their
responsibilities in a number of ways, primarily through:
• Setting agendas in collaboration with other directors and
the Manager;
• Encouraging critical evaluation and debate among directors;
• Managing board meetings to ensure all critical matters are
given sufficient attention; and
• Communicating with stakeholders as and when required.
The Board Charter provides independent directors the right to seek
independent professional advice on any matter connected with the
discharge of their responsibilities at the Company’s expense. Written
approval must be obtained from the Chair prior to incurring any such
expense on behalf of the Company.
• General market risk, particularly in worldwide tech
sector stocks;
• General interruption to the Australian venture capital sector;
• The ability of the Manager to continue to manage the
portfolio, particularly retention of the Manager’s key
management personnel;
• Minority holdings risk where other larger investors in our
portfolio companies may make decisions the Company
disagrees with; and
• Other operational disruptions within portfolio companies due
to changes in competition or technology, key management
personnel, cash-flow and other general operational matters.
There have been no changes to the risk profile of the Company.
The Manager has been delegated the task of implementing internal
controls to identify and manage risks for which the Audit and Risk
Committee and the Board provide oversight. The effectiveness
of these controls is monitored and reviewed regularly.
A summary of the Board’s risk management policy is available
at www.bailador.com.au.
Other Information
Further information relating to the Company’s corporate governance
practices and policies has been made publicly available on the
company website www.bailador.com.au.
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
19
Corporate Governance Statement (continued) Your directors submit the financial report of the Company for the
financial year ended 30 June 2019. The information in the preceding
operating and financial review forms part of this Directors’ Report
for the year ended 30 June 2019 and is to be read in conjunction with
this report:
Directors
The names of directors who held office during or since the end
of the year:
David Kirk (Chairman)
Paul Wilson
Andrew Bullock
Jolanta Masojada – appointed 5 September 2018
Sankar Narayan
Heith Mackay-Cruise – retired 18 September 2018
Non-audit Services
The Board of Directors, in accordance with advice from the Audit
and Risk Committee, is satisfied that the provision of non-audit
services during the period is compatible with the general standard
of independence for auditors imposed by the Corporations Act
2001. The directors are satisfied the services disclosed below did
not compromise the external auditor’s independence as the nature
of the services provided does not compromise the general principles
relating to audit independence in accordance with APES 110:
Code of Ethics for Professional Accountants set by the Accounting
Professional and Ethical Standards Board. All non-audit services
have been reviewed and approved to ensure they do not impact
the integrity and objectivity of the auditor.
The following fees were paid or payable to Hall Chadwick for
non-audit services provided during the year ended 30 June 2019:
Dividends
There have been no dividends paid or declared during the year.
Taxation Services
$
$32,095
$32,095
Indemnifying Officers or Auditor
During the year, Bailador Technology Investments Limited paid
a premium to insure officers of the Company. The officers of the
Company covered by the insurance policy include all Directors.
The liabilities insured are legal costs that may be incurred
in defending civil or criminal proceedings that may be brought
against the officers in their capacity as officers of the Company,
and any other payments arising from liabilities incurred by the
officers in connection with such proceedings, other than where
such liabilities arise out of conduct involving a wilful breach of duty
by the officers or the improper use by the officers of their position
or of information to gain advantage for themselves or someone else
to cause detriment to the Company.
Details of the amount of the premium paid in respect of insurance
policies are not disclosed as such disclosure is prohibited under the
terms of the contract.
The Company has not otherwise, during or since the end of the
financial period, except to the extent permitted by law, indemnified
or agreed to indemnify any current or former officer or auditor of the
Company against a liability incurred as such by an officer or auditor.
Proceedings on Behalf of Company
No person has applied for leave of court to bring proceedings on
behalf of the Company or intervene in any proceedings to which the
Company is a party for the purpose of taking responsibility on behalf
of the Company for all or any part of those proceedings.
The Company was not a party to any such proceedings during the year.
Auditor’s Independence Declaration
The auditor’s independence declaration for the year ended
30 June 2019 has been received and can be found on page 24 of the
Financial Report.
Rounding of Amounts
The Company has applied the relief available to it under ASIC
Corporations (rounding in Financial/Directors’ Reports) Instrument
2016/191 and accordingly certain amounts in the financial report and
the Directors’ Report have been rounded off to the nearest $1,000.
New Accounting Standards
Implemented
The Company has implemented two new accounting standards that
have come into effect.
AASB 15: Revenue from Contracts with Customers effective
1 July 2018. As the Company does not have any contracts with
customers there have been no transitional adjustments or impact
from the application of this standard.
AASB 9: Financial Instruments effective 1 July 2018. The adoption
of this standard did not have an impact on the Company’s financial
instruments and therefore there have been no transitional adjustments
or impact from the application of this standard. The company
has made amendments to its financial instruments accounting policies
in Note 1 of the financial statements in line with the new standard.
20
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
Directors’ Report Options
There are no unissued ordinary shares of the Company under options as at 30 June 2019.
No shares or options are issued to directors of Bailador Technology Investments Limited as remuneration.
Information Relating to Directors and Company Secretary
Information on directors is located on pages 4 and 5 of this report.
Heith Mackay-Cruise
Independent Non-Executive Director
• Heith (retired 18 September 2018) is the independent Chairman of UP Education in New Zealand
and the Vision Australia Foundation. Heith is also a member of the Adara Partners Advisory Board.
He is the immediate past Chairman of both hipages and Literacy Planet.
Helen Plesek
Company Secretary
• Heith has a Bachelor of Economics from the University of New England and is a Fellow of the
Australian Institute of Company Directors.
• Heith holds interest in 502,592 ordinary shares in BTI.
• Helen has over 20 years of experience in finance, corporate development and governance holding
senior roles at Inchcape Motors Australia, Tubemakers of Australia and BRW Fast 100 winner and
technology company, LX Group. In addition, Helen has consulted on best practice finance systems
across a range of companies and government bodies.
• Helen holds a Bachelor of Commerce in Accounting and a Masters in Politics and Public Policy.
She is a Certified Practicing Accountant.
Meetings of Directors
During the period, 8 meetings of directors and 4 committee meeting were held. Attendances by each director during the period were as follows:
Directors’ Meetings
Committee Meetings
Committee Meetings
Audit & Risk
Nomination and Remuneration
Number eligible
Number
Number eligible
Number
Number eligible
Number
to attend
attended
to attend
attended
to attend
attended
David Kirk
Paul Wilson
Andrew Bullock
Jolanta Masojada
Sankar Narayan
Heith Mackay-Cruise
8
8
8
6
8
3
8
8
8
6
7
2
Remuneration Report (Audited)
Remuneration Policy
3
3
3
2
3
1
3
3
3
2
3
1
1
1
1
1
1
0
1
1
1
1
1
0
Bailador Technology Investments Limited does not employee any personnel. The Board has delegated management of the investment portfolio to the
Manager, Bailador Investment Management Pty Ltd.
David Kirk and Paul Wilson are directors of Bailador Technology Investments Limited and are also directors and owners of Bailador Investment
Management Pty Ltd.
The Manager is responsible for managing the Investment Portfolio in accordance with the Company’s investment strategy. The Manager was appointed
in 2014 for an initial term of 10 years and will automatically extend after that term until it is terminated in accordance with the agreement’s terms.
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
21
Directors’ Report (continued) The Board has recognised the Manager as Key Management Personnel (KMP) given it has the authority and responsibility for planning, directing
and controlling the activities of the Company. At least one of David Kirk or Paul Wilson are required to continue to be directors of the Manager
and must continue to be actively involved in the management of the investment portfolio during the initial term of the agreement.
The Board has agreed that the independent Directors, Andrew Bullock, Sankar Narayan and Jolanta Masojada, are to receive $60,000 per annum.
The Executive Directors do not receive any remuneration.
Bailador Technology Investments Limited pays a management fee of 1.75% per annum (plus GST) of the portfolio NAV. Fees are calculated and
paid at the beginning of each quarter in advance. The management fee for a quarter is then adjusted and paid at the end of the quarter based
on increases or decreases in the NAV. All the costs of the Manager, including staff, rent, training, and other costs are paid for from this fee.
In addition, the Manager is entitled to receive a performance fee equal to 17.5% per annum (plus GST) of the investment portfolio’s gain each
year subject to outperforming a hurdle of 8.0% per annum (compounded). The performance fee is only payable from realised gains. The hurdle
was reached in FY19 and a provision for performance fee payable of $4,035,242 has been taken to account in June 2019. This includes $98,421
of non-recoverable GST payable to the ATO.
Amounts paid or payable to the Manager relating to the year ended 30 June 2019 are as follows:
Base management fee
Performance fee payable
Reimbursement of portfolio management expenses
$2,506,960
$4,035,242
$65,079
Key Management Personnel (KMP) Remuneration
Remuneration paid or payable to each KMP of the Company during the financial year is as follows:
Position
Directors’ Fees
David Kirk
Paul Wilson
Chairman and Executive Director
Executive Director
Andrew Bullock
Non-executive Director
Jolanta Masojada
Non-executive Director (appointed 5 September 2018)
Sankar Narayan
Non-executive Director
Heith Mackay-Cruise
Non-executive Director (retired 18 September 2018)
Non-recoverable GST incurred on director payments
–
–
60,000
48,333
60,000
15,000
12,333
195,666
KMP Shareholdings
The number of ordinary shares in Bailador Technology Investments Limited held by each KMP of the Company during the financial year is as follows:
David Kirk
Paul Wilson
Andrew Bullock
Sankar Narayan
Jolanta Masojada
Heith Mackay-Cruise
Net number
Net number
Balance at
30 June 2018
of shares
acquired
of shares
Balance at
disposed
30 June 2019
8,387,841
3,201,513
410,422
200,000
–
502,592
–
260,289
–
–
60,000
–
12,702,368
320,289
–
–
–
–
–
–
–
8,387,841
3,461,802
410,422
200,000
60,000
502,592
13,022,657
22
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
Directors’ Report (continued) KMP Option Holdings
There were no options on issue to KMP at any point during the financial year.
Other Transactions with KMP and their Related Parties
David Kirk and Paul Wilson receive directors’ fees in relation to directorships of portfolio companies. For the year 1 July 2018 to 30 June 2019,
David Kirk earned $50,000 from DocsCorp and $5,000 from Instaclustr. Paul Wilson earned $50,000 from SiteMinder, $46,667 from Stackla and
$48,233 from Straker Translations.
The Manager receives directors’ fees in relation to directorships of portfolio companies. For the year 1 July 2018 to 30 June 2019, the Manager
earned (net of GST) $50,000 from DocsCorp, $25,000 from Instaclustr, $33,333 from Stackla and $9,117 from Straker Translations.
Paul Wilson purchased $250,000 shares in Straker Translations at IPO. David Kirk purchased 100,000 shares in Straker Translations at IPO and
Jolanta Masojada purchased 20,000 shares in Straker Translations at IPO. All purchases were on the same terms as those with unrelated persons.
Paul Wilson was issued 50,000 options in Straker Translations at IPO exercisable at $1.51. The terms of the issue were the same as those of other
directors of the board of Straker Translations at IPO.
Sankar Narayan was appointed CEO of SiteMinder in January 2019. Sankar’s package was negotiated at arm’s length terms. In the period
to 30 June 2019, Sankar received $195,901 from SiteMinder.
There were no other transactions conducted between the Company and related parties, (other than those disclosed above with the Manager),
relating to equity, compensation and loans, that were conducted other than in accordance with normal supplier relationships on terms no more
favourable than those reasonably expected under arm’s length dealings with unrelated persons.
This Directors’ Report, incorporating the remuneration report, is signed in accordance with a resolution of the Board of Directors.
David Kirk
Director
Dated this 15th day of August 2019
Paul Wilson
Director
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
23
Directors’ Report (continued) BAILADOR TECHNOLOGY INVESTMENTS LIMITED
ABN 38 601 048 275
AUDITOR’S INDEPENDENCE DECLARATION
UNDER SECTION 307C OF THE CORPORATIONS ACT 2001
TO THE DIRECTORS OF BAILADOR TECHNOLOGY INVESTMENTS LIMITED
In accordance with Section 307C of the Corporations Act 2001, I am pleased to
provide the following declaration of independence to the directors of Bailador
Technology Investments Limited. As the lead audit partner for the audit of the financial
report of Bailador Technology Investments Limited for the year ended 30 June 2019, I
declare that, to the best of my knowledge and belief, there have been no
contraventions of:
(i)
the auditor independence requirements as set out in the Corporations Act 2001
in relation to the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
Hall Chadwick
Level 40, 2 Park Street
Sydney, NSW 2000
SANDEEP KUMAR
Partner
Dated: 15 August 2019
SYDNEY · PENRITH · MELBOURNE · BRISBANE · PERTH · DARWIN
Liability limited by a scheme approved under Professional Standards Legislation
www.hallchadwick.com.au
24
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
Auditor’s Independence Declaration
Increase/(Decrease) in value of financial assets
Interest income
Accounting fees
ASX fees
Audit fees
Costs of sell down of financial assets
Directors’ fees
Due diligence costs
Independent valuations
Insurance
Investor relations
Legal fees
Manager’s fees
Manager’s performance fees
Registry administration
Other expenses
Profit before income tax
Income tax expense
Profit for the year
Other comprehensive income
Total comprehensive (loss)/income for the year
Earnings per share
– basic earnings per share (cents)
– diluted earnings per share (cents)
The accompanying notes form part of these financial statements.
Note
2
6
5
2
3
7
7
30 June 2019
30 June 2018
$000
32,038
44
(203)
(57)
(67)
(52)
(196)
(33)
(84)
(148)
(145)
(41)
(2,507)
(4,035)
(27)
(121)
24,366
(7,313)
17,053
–
17,053
14.18
14.18
$000
8,384
115
(224)
(57)
(63)
–
(192)
(9)
(111)
(90)
(86)
(29)
(2,285)
–
(27)
(103)
5,223
(1,570)
3,654
–
3,654
3.04
3.04
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
25
Statement of Profit or Loss and Other Comprehensive Incomefor the Year Ended 30 June 2019 ASSETS
CURRENT ASSETS
Cash and cash equivalents
Current marketable securities
Trade and other receivables
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Financial assets
Deferred tax assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Deferred tax liabilities
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Retained earnings
TOTAL EQUITY
The accompanying notes form part of these financial statements.
As at 30 June 2019
As at 30 June 2018
Note
$000
$000
8
4
9
4
11
10
11
12
1,423
2,805
107
4,336
157,882
16,152
174,034
178,370
4,327
4,327
28,939
28,939
33,266
145,104
116,475
28,629
145,104
3,774
–
69
3,843
129,886
14,234
144,120
147,963
205
205
19,708
19,708
19,913
128,051
116,475
11,576
128,051
26
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
Statement of Financial Positionas at 30 June 2019 Balance at 1 July 2017
Comprehensive income
Profit for the year
Total comprehensive income for the period
Transactions with owners, in their capacity as owners, and other
transfers
Total transactions with owners and other transfers
Balance at 30 June 2018
Balance at 1 July 2018
Comprehensive income
Profit for the year
Total comprehensive income for the period
Transactions with owners, in their capacity as owners, and other
transfers
Total transactions with owners and other transfers
Balance at 30 June 2019
The accompanying notes form part of these financial statements.
Note
Ordinary Share
Capital
$000
116,475
–
–
–
116,475
Retained
Earnings
$000
7,922
3,654
3,654
–
11,576
Total
$000
124,397
3,654
3,654
–
128,051
116,475
11,576
128,051
–
–
–
116,475
17,053
17,053
–
28,629
17,053
17,053
–
145,104
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
27
Statement of Changes in Equityfor the Year Ended 30 June 2019 30 June 2019
30 June 2018
Note
$000
$000
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
Interest received
Net cash used in operating activities
14
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through profit and loss
Sale of financial assets at fair value through profit and loss
Proceeds from / (net cash used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares, net of payouts
Payments relating to costs of capital raising
Net cash provided by financing activities
Net decrease in cash held
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of year
The accompanying notes form part of these financial statements.
(3,632)
46
(3,586)
(450)
1,686
1,236
–
–
–
(2,350)
3,774
1,423
(3,284)
124
(3,160)
(5,583)
–
(5,583)
–
–
–
(8,743)
12,517
3,774
28
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
Statement of Cash Flowsfor the Year Ended 30 June 2019 Note 1: Summary of Significant
Accounting Policies
Basis of Preparation
These general purpose financial statements have been prepared
in accordance with requirements of the Corporations Act 2001,
Australian Accounting Standards and Interpretations of the Australian
Accounting Standards Board and International Financial Reporting
Standards as issued by the International Accounting Standards
Board. The Company is a for-profit entity for financial reporting
purposes under Australian Accounting Standards. It is recommended
that this financial report be read in conjunction with any public
announcements made during the period. Material accounting policies
adopted in the preparation of these financial statements are presented
below and have been consistently applied unless stated otherwise.
These financial statements were authorised for issue on
15th August 2019.
Accounting Policies
Except for cash flow information, the financial statements have been
prepared on an accruals basis and are based on historical costs,
modified, where applicable, by the measurement at fair value of
selected non-current assets, financial assets and financial liabilities.
a. Investments
The Company has been classified under AASB 2013-5 as an Investment
Entity whose business purpose is to invest funds solely for returns via
capital appreciation and/or investment returns. As the Company has
been classified as an Investment Entity, the portfolio investments have
been accounted for at fair value through the profit or loss and shown
as Financial Assets in the Statement of Financial Position.
Investments held at fair value through profit or loss are initially
recognised at fair value. Transaction costs related to acquisitions
are expensed to profit and loss immediately. Subsequent to initial
recognition, all financial instruments held at fair value are accounted for
at fair value, with changes to such values recognised in the profit or loss.
In determining year-end valuations, the board considers the annual
valuation review by an independent valuation expert and the
valuation report prepared by the Manager along with other material
deemed appropriate by the board in arriving at valuations.
In determining valuations, whilst considering individual portfolio
company valuations, the board determines the overall value of
the investment portfolio and determines company revenue as the
change in the total value of financial assets held at fair value through
profit or loss. The board will, if relevant, give consideration to any
commercial negotiations underway at the time of valuation and may
maintain the value of an investment if a change in valuation would
prejudice the interests of the company.
Investments are recognised on a trade date basis.
The entity is exempt from consolidating underlying investees it controls
in accordance with AASB 10 Consolidated Financial Statements.
b. Fair Value of Assets and Liabilities
The Company measures some of its assets and liabilities at fair
value on either a recurring or non-recurring basis, depending
on the requirements of the applicable accounting standard.
Fair value is the price the Company would receive to sell an asset
or would have to pay to transfer a liability in an orderly (ie unforced)
transaction between independent, knowledgeable and willing
market participants at the measurement date.
As fair value is a market-based measure, the closest equivalent
observable market pricing information is used to determine fair
value. Adjustments to market values may be made having regard
to the characteristics of the specific asset or liability. The fair values
of assets and liabilities that are not traded in an active market are
determined using one or more valuation techniques. These valuation
techniques maximise, to the extent possible, the use of observable
market data.
To the extent possible, market information is extracted from either
the principal market for the asset or liability (ie the market with the
greatest volume and level of activity for the asset or liability) or in the
absence of such a market, the most advantageous market available
to the entity at the end of the reporting period (ie the market that
maximises the receipts from the sale of the asset or minimises the
payments made to transfer the liability, after taking into account
transaction costs).
The fair value of liabilities and the entity’s own equity instruments
(excluding those related to share-based payment arrangements)
may be valued, where there is no observable market price in
relation to the transfer of such financial instruments, by reference
to observable market information where such instruments are held
as assets. Where this information is not available, other valuation
techniques are adopted and, where significant, are detailed
in Note 18.
c. Taxation
The income tax expense for the period comprises current income
tax expense and deferred tax expense.
Current income tax expense charged to profit or loss is the tax
payable on taxable income. Current tax liabilities/(assets) are
measured at the amounts expected to be paid to/(recovered from)
the relevant taxation authority.
Deferred income tax expense reflects movements in deferred tax
asset and deferred tax liability balances during the period as well
as unused tax losses.
No deferred income tax is recognised from the initial recognition
of an asset or liability, where there is no effect on accounting
or taxable profit or loss.
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
29
Notes to the Financial Statementsfor the Year Ended 30 June 2019 Note 1: Summary of Significant Accounting Policies (continued)
Deferred tax assets and liabilities are calculated at the tax rates that
are expected to apply to the period when the asset is realised or the
liability is settled and their measurement also reflects the manner
in which management expects to recover or settle the carrying
amount of the related asset or liability.
enable performance evaluation where a group of financial assets
is managed on a fair value basis in accordance with a documented
risk management or investment strategy. Such assets are
subsequently measured at fair value with changes in carrying
amount being included in profit or loss.
Deferred tax assets relating to temporary differences and unused tax
losses are recognised only to the extent that it is probable that future
taxable profit will be available against which the benefits of the
deferred tax asset can be utilised.
Current tax assets and liabilities are offset where a legally enforceable
right of set-off exists and it is intended that net settlement or
simultaneous settlement of the respective asset and liability will
occur. Deferred tax assets and liabilities are offset where: (a) a legally
enforceable right of set-off exists; and (b) the deferred tax assets and
liabilities relate to income taxes levied by the same taxation authority
on either the same taxable entity or different taxable entities where
it is intended that net settlement or simultaneous realisation and
settlement of the respective asset and liability will occur in future
periods in which significant amounts of deferred tax assets
or liabilities are expected to be recovered or settled.
d. Financial Instruments
Initial Recognition and Measurement
Financial assets and financial liabilities are recognised when
the entity becomes a party to the contractual provisions to the
instrument. For financial assets, this is equivalent to the date that
the Company commits itself to either the purchase or sale of the
asset (ie trade date accounting is adopted).
Financial instruments are initially measured at fair value plus
transaction costs, except where the instrument is classified “at fair
value through profit or loss”, in which case transaction costs are
expensed to profit or loss immediately. Where available, quoted
prices in an active market are used to determine fair value. In other
circumstances, valuation techniques are adopted.
Classification and Subsequent Measurement
Financial instruments are subsequently measured at amortised
cost or fair value through profit or loss.
A financial asset that is managed solely to collect contractual cash
flows and the contractual terms within the financial asset give rise
to cash flows that are solely payments of principal and interest
is measured at amortised cost.
All financial assets that are not measured at amortised cost are
measured at fair value through profit or loss.
(i) Financial assets at fair value through profit or loss
A financial asset is classified at “fair value through profit or loss”
when it eliminates or reduces an accounting mismatch or to
The initial designation of the financial instruments to measure at fair
value through profit or loss is a one-time option on initial classification
and is irrevocable until the financial asset is derecognised.
(ii) Financial liabilities
Financial liabilities other than financial guarantees are subsequently
measured at amortised cost. Gains or losses are recognised in profit
or loss through the amortisation process and when the financial
liability is derecognised.
Impairment
The Company recognises a loss allowance for expected credit losses
on financial assets that are measured at amortised cost.
Impairment losses are recognised in the profit or loss immediately.
At the end of each reporting period, the Company assesses
whether there is any indication that an asset may be impaired.
The assessment will include the consideration of external and
internal sources of information. If such an indication exists,
an impairment test is carried out on the asset by comparing the
recoverable amount of the asset, to the asset’s carrying amount.
Any excess of the carrying amount over its recoverable amount
is recognised immediately in the profit or loss.
Derecognition
Financial assets are derecognised when the contractual rights
to receipt of cash flows expire or the asset is transferred to another
party whereby the entity no longer has any significant continuing
involvement in the risks and benefits associated with the asset and
the Company no longer controls the asset.
On derecognition of a financial asset measured at amortised cost,
the difference between the asset’s carrying amount and the sum
of consideration received and receivable is recognised in profit
or loss.
An exchange of an existing financial liability for a new one with
substantially modified terms, or a substantial modification to the
terms of a financial liability is treated as an extinguishment of the
existing liability and recognition of a new financial liability. Financial
liabilities are derecognised when the related obligations are
discharged, cancelled or have expired. The difference between the
carrying amount of the financial liability extinguished or transferred
to another party and the fair value of consideration paid, including
the transfer of non-cash assets or liabilities assumed, is recognised
in profit or loss.
30
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
Notes to the Financial Statement for the Year Ended 30 June 2019 (continued) Note 1: Summary of Significant Accounting Policies (continued)
e. Cash and Cash Equivalents
k. Critical Accounting Estimates and Judgements
Cash and cash equivalents include cash on hand, deposits available
on demand with banks, other short term highly liquid investments
with original maturities of three months or less.
f. Trade and Other Receivables
Trade and other receivables include amounts due from government
authorities and prepayments for services performed in the ordinary
course of business. Receivables expected to be collected (or utilised)
within 12 months of the end of the reporting period are classified
as current assets.
Trade and other receivables are initially recognised at fair value and
subsequently measured at amortised cost using the effective interest
method, less any provision for impairment. Refer to Note 1(d) for
further discussion on the determination of impairment losses.
g. Trade and Other Payables
Trade and other payables represent the liabilities for goods and
services received by the entity that remain unpaid at the end of the
reporting period. The balance is recognised as a current liability
with the amounts normally paid within 30 days of recognition
of the liability.
h. Goods and Services Tax
Revenues, expenses and assets are recognised net of the amount
of GST, except where the amount of GST incurred is not recoverable
from the Australian Taxation Office (ATO).
Receivables and payables are stated inclusive of the amount of GST
receivable or payable. The net amount of GST recoverable from,
or payable to, the ATO is included with other receivables or payables
in the statement of financial position.
Cash flows are presented on a gross basis. The GST components
of cash flows arising from investing or financing activities which are
recoverable from, or payable to, the ATO are presented as operating
cash flows included in receipts from customers or payments
to suppliers.
i. Interest Income
Interest revenue is recognised using the effective interest method.
j. Rounding of Amounts
The Company has applied the relief available to it under ASIC
Corporations (rounding in Financial/Directors’ Reports) Instrument
2016/191 and accordingly certain amounts in the financial report and
the directors’ report have been rounded off to the nearest $1,000.
The directors evaluate estimates and judgements incorporated
into the financial statements based on historical knowledge and
best available current information. Estimates assume a reasonable
expectation of future events and are based on current trends and
economic data, obtained both externally and within the Company.
Detailed information about each of these estimates and judgements
is included in Note 18 in the financial statements.
l. Comparative Figures
When required by accounting standards, comparative figures have
been adjusted to conform to changes in presentation for the current
financial year. The comparative period represents the period from
1 July 2017 to 30 June 2018.
m. New Accounting Standard for Application in Future Periods
Accounting standards and interpretations issued by the AASB that
are not yet mandatorily applicable to the Company, together with
an assessment of the potential impact of such pronouncements on
the Company when adopted in future periods, are discussed below:
AASB 16: Leases (applicable to annual reporting periods beginning
on or after 1 July 2019).
When effective, this Standard will replace the current accounting
requirements applicable to leases in AASB 117: Leases and related
Interpretations. AASB 16 introduces a single lessee accounting
model that eliminates the requirement for leases to be classified
as operating or finance leases.
The main changes introduced by the new Standard are as follows:
• recognition of a right-of-use asset and lease liability for all
leases (excluding short-term leases with a lease term 12 months
or less of tenure and leases relating to low-value assets);
• depreciation of right-of-use assets in line with AASB 116:
Property, Plant and Equipment in profit or loss and unwinding
of the liability in principal and interest components;
•
inclusion of variable lease payments that depend on an index
or a rate in the initial measurement of the lease liability using
the index or rate at the commencement date;
• application of a practical expedient to permit a lessee to elect
not to separate non-lease components and instead account
for all components as a lease; and
•
inclusion of additional disclosure requirements.
The transitional provisions of AASB 16 allow a lessee to either
retrospectively apply the Standard to comparatives in line with AASB
108 or recognise the cumulative effect of retrospective application
as an adjustment to opening equity on the date of initial application.
The company does not have any leases and the implementation
of AASB16 will not impact the company.
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
31
Notes to the Financial Statement for the Year Ended 30 June 2019 (continued) Note 2: Profit For The Year
The following revenue and expense items are relevant in explaining the financial performance
for the year:
Fair value gains on financial assets and marketable securities at fair value through profit or loss
32,038
8,384
There were strong gains in a number of portfolio companies, in particular (in ‘000s)
30 June 2019
30 June 2018
$000
$000
• SiteMinder increased $16,972 (30%)
• Instaclustr increased $5,365 (58%)
• Straker Translations increased $2,711 (24%)
• SMI increased $2,224 (30%)
• DocsCorp increased $1,768 (19%)
• Lendi increased $1,683 (18%)
• Rezdy increased $1,314 (29%).
Note 3: Tax Expense
a. The components of tax expense comprise:
Current tax
Deferred tax
b. The prima facie tax on profit from ordinary activities before income tax is reconciled
to income tax payable as follows:
Profit for the period before income tax expense
Prima facie tax payable on profit from ordinary activities before income tax at 30%
Tax effect of:
– Other deductions
Income tax attributable to entity
The weighted average effective tax rate is as follows:
30 June 2019
30 June 2018
$000
$000
9,482
(16,795)
7,313
24,366
7,310
3
7,313
30%
3,140
(1,570)
1,570
5,223
1,567
3
1,570
30%
32
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
Notes to the Financial Statement for the Year Ended 30 June 2019 (continued) Note 4: Marketable Securities Financial Assets
Current Marketable Securities
Straker Translations
Total Current Marketable Securities
Financial Assets
SiteMinder
Instaclustr
Stackla
Straker Translations
DocsCorp
Lendi
SMI
Viostream
Rezdy
Brosa
As at
As at
30 June 2019
30 June 2018
$000
$000
2,805
2,805
72,857
14,647
12,577
9,819
10,936
10,727
9,638
7,807
5,861
3,000
–
–
55,885
9,281
12,577
11,155
9,168
9,488
7,414
7,371
4,547
3,000
Total Financial Assets
Total Financial Assets & Marketable Securities
157,882
160,688
129,886
129,886
During the year Straker Translations was listed on the ASX. As Bailador’s shares are now marketable securities tradeable on the ASX, this holding
has been reclassified as Marketable Securities (previously Financial Assets).
Note 5: Management Fees
The Company has outsourced its investment management function to Bailador Investment Management Pty Ltd. Bailador Investment
Management Pty Ltd is a privately owned investment management company and is a related party of Bailador Technology Investments Limited.
a. Management fees
The Manager is entitled to be paid a management fee equal to 1.75% of the portfolio Net Asset Value (NAV) plus GST per annum. The management
fee is calculated and paid quarterly in advance. Each quarter the average of the opening and closing NAV for the quarter is calculated and
an adjustment to the pre-paid fee is made depending on whether NAV has increased or decreased during the quarter.
During the period, the Company incurred $2,506,960 of management fees payable to the Manager, of which $61,298 was unclaimable GST the
manager remitted as GST to the ATO.
b. Reimbursement of portfolio management expenses
Under the management agreement, the Manager is also entitled to be reimbursed for certain out of pocket expenses incurred in the acquisition
and disposal of portfolio assets and in the management of portfolio assets.
During the period, the Company reimbursed the Manager $65,079 for travel and other expenses incurred in the management of the
investment portfolio.
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
33
Notes to the Financial Statement for the Year Ended 30 June 2019 (continued) c. Performance fees
At the end of each financial year, the Manager is entitled to receive a performance fee from the Company, the terms of which are outlined below:
The performance fee will be calculated as 17.5% of the NAV gain per annum plus GST, being the amount by which the portfolio NAV at the end
of a financial year exceeds or is less than the portfolio NAV at the start of the financial year and where that gain exceeds a compound hurdle rate
of 8%.
The performance fee will be accrued on an annual basis in arrears and will only be paid at times when proceeds received from realisation of
investments is available to the Company and will be paid in respect of the whole amount of the gain (not just the amount over the 8% hurdle),
subject to the following caveats:
• If the performance fee for a financial year is a positive amount but the investment return for the financial year does not exceed the hurdle
return for the financial year, no performance fee shall be payable to the manager in respect of that financial year, and the positive amount
of the performance fee shall be carried forward to the following financial year;
• If the performance fee for a financial year is a negative amount, no performance fee shall be payable to the manager in respect of that
financial year, and the negative amount shall be carried forward to the following year; and
• Any negative performance fee amounts from previous financial years that are not recouped in a financial year shall be carried forward
to the following financial year.
The performance fee can be fully or partially paid by the issue of shares in Bailador Technology Investments Limited or in cash at the Manager’s
election, the details of which are outlined below:
If the Manager elects at least five business days prior to the performance fee payment date that all or part of the performance fee is to be applied
to the issue of shares in the company, the company must, if permitted by applicable laws (including the Listing Rules and the Corporations Act)
without receiving any approvals from the shareholders of the Company, apply the cash payable in respect of the relevant amount to the issue
of shares to the Manager or its nominee on the performance fee payment date where
N = PF / Issue Price
Where
N is the number of shares issued
PF is the cash value of the performance fee to be paid in shares
Issue Price is the lesser of:
• The volume weighted average price of shares traded on the ASX during the period of 30 calendar days up to but excluding the performance
fee payment date; and
• The last price on the last day on which the shares were traded on the ASX prior to the performance fee payment date.
During the period, the Company met the performance fee hurdle and accrued $4,035,242 in performance fees (of which $98,421
is non-recoverable GST expense forwardable to the ATO). The performance fees will only be payable to the Manager out of proceeds
on realisation of investments.
Note 6: Auditor’s Remuneration
Remuneration of the auditor for:
Auditing or reviewing the financial statements
Taxation services
30 June 2019
30 June 2018
$000
$000
67
33
100
63
10
73
34
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
Notes to the Financial Statement for the Year Ended 30 June 2019 (continued) Note 7: Earnings per Share
Profit/(Loss) after income tax
30 June 2019
30 June 2018
$000
17,053
$000
3,654
Number
Number
Weighted average number of ordinary shares used in calculating basic and diluted earnings per share
120,247,831
120,247,831
Basic earnings per share
Diluted earnings per share
Cents
14.18
14.18
Cents
3.04
3.04
In the calculation of diluted earnings per share, options are not considered to have a dilutive effect, as the average market price of ordinary
shares of the Company during the period did not exceed the exercise price of the options.
Note 8: Cash and Cash Equivalents
Cash at bank
Note 9: Trade and Other Receivables
CURRENT
GST receivable
Interest receivable
Other prepayments
As at
As at
30 June 2019
30 June 2018
$000
1,423
1,423
$000
3,774
3,774
As at
As at
30 June 2019
30 June 2018
$000
$000
51
1
55
107
44
3
22
69
The Company does not have Trade Receivables. The Company uses the approaches in Note 1(d) in assessing credit losses on GST, interest
receivable and other prepayments. At 30 June 2019 all receivables and prepayments were within expected terms.
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
35
Notes to the Financial Statement for the Year Ended 30 June 2019 (continued) Note 10: Trade and Other Payables
CURRENT
Trade creditors
Performance fee payable
Other payables
Note 11: Income Tax
CURRENT
Income tax payable
NON-CURRENT
Deferred tax liability
Tax on unrealised gains
Tax on acquisition assets on opening
NON-CURRENT
Deferred tax liability
Tax on unrealised gains
Tax on acquisition assets on opening
As at
As at
30 June 2019
30 June 2018
$000
$000
180
4,035
112
4,327
118
–
87
205
As at
As at
30 June 2019
30 June 2018
$000
$000
–
–
Balance at
Charged to
Charged
directly
Balance at
1 July 2017
profit or loss
to equity
30 June 2018
$000
$000
$000
$000
9,401
2,458
11,859
7,849
–
7,849
–
–
–
17,250
2,458
19,708
Balance at
Charged to
Charged
directly
Balance at
1 July 2018
profit or loss
to equity
30 June 2019
$000
$000
$000
$000
17,250
2,458
19,708
9,231
–
9,231
–
–
–
26,481
2,458
28,939
36
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
Notes to the Financial Statement for the Year Ended 30 June 2019 (continued) Note 11: Income Tax (continued)
Deferred tax asset
Provisions
Transaction costs on acquisitions
Transaction costs on equity issue
Deferred losses on financial assets
Losses carried forward
Deferred tax asset
Provisions
Transaction costs on acquisitions
Transaction costs on equity issue
Deferred losses on financial assets
Losses carried forward
Balance at
Charged to
Charged
directly
Balance at
1 July 2017
profit or loss
to equity
30 June 2018
$000
$000
$000
$000
27
83
470
3,729
3,646
7,955
(3)
3
(171)
6,954
(504)
6,279
–
–
–
–
–
–
24
86
299
10,683
3,142
14,234
Balance at
Charged to
Charged
directly
Balance at
1 July 2018
profit or loss
to equity
30 June 2019
$000
$000
$000
$000
24
86
299
10,683
3,142
14,234
1,211
(6)
(170)
(8,600)
9,482
1,917
–
–
–
–
–
–
1,235
80
129
2,083
12,624
16,151
The benefits of the above temporary differences and unused tax losses will only be realised if the conditions for deductibility set out in Note 1(c)
occur. These amounts have no expiry date.
The Board has considered the deferred tax balances and is confident there will be sufficient future profits to utilise the deferred tax asset.
Note 12: Issued Capital
Movements in share capital are set out below:
Opening balance at 1 July 2017
Ordinary shares issued
Closing balance at 30 June 2018
Opening balance at 1 July 2018
Ordinary shares issued
Closing balance at 30 June 2019
No.
$
120,247,831
116,475,156
–
–
120,247,831
116,475,156
120,247,831
116,475,156
–
–
120,247,831
116,475,156
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
37
Notes to the Financial Statement for the Year Ended 30 June 2019 (continued) Note 12: Issued Capital (continued)
Capital Management
The Company’s objectives for managing capital are as follows:
• to invest the capital in investments meeting the description, risk exposure and expected return of the investment strategy of the Company;
• to maximise the returns to shareholders while safe-guarding capital by investing in a portfolio in line with investment strategies of the
Company; and
• to maintain sufficient liquidity to meet the ongoing expenses of the Company.
Note 13: Operating Segments
The Company has one operating segment: Internet-related Businesses in Australia. It earns revenue from gains on revaluation of financial
assets held at fair value through profit or loss, interest income and other returns from investment. This operating segment is based on
the internal reports that are reviewed and used by the directors in assessing performance and in determining the allocation of resources.
There is no aggregation of operating segments.
The Company invests in securities recorded as financial assets held at fair value through profit or loss.
Note 14: Cash Flow Information
Reconciliation of Cash Flow from Operation with Profit after Income Tax
Profit after income tax
Non-cash flows in profit:
Unrealised fair value gains on financial assets at fair value through profit or loss
(Increase)/Decrease in trade and other receivables
Increase/(Decrease) in trade and other payables
Increase in deferred tax
Cash flow from operating activities
Note 15: Contingent Liabilities
There were no contingent liabilities at 30 June 2018 and 30 June 2019.
30 June 2019
30 June 2018
$000
$000
17,053
(32,038)
(38)
4,123
7,311
(3,586)
3,654
(8,384)
36
(36)
1,569
(3,160)
Note 16: Events After the Reporting Period
In July 2019, BTI sold 1,000,000 shares in Straker Translations at $1.95 per share with the proceeds received in cash.
Other than the above, no matter or circumstance has arisen since the end of the year that has significantly affected or may significantly affect the
operations of the Company, the results of those operations or the state of affairs of the Company in subsequent financial years.
38
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
Notes to the Financial Statement for the Year Ended 30 June 2019 (continued) Note 17: Financial Risk Management
The Company’s financial instruments consist mainly of cash (cash at bank) and financial assets designated at fair value through profit or loss,
accounts receivable and payable.
The total for each category of financial instrument, measured in accordance with AASB 9: Financial Instruments as detailed in the accounting
policies to these financial statements are as follows:
Financial assets
Cash and cash equivalents
Current marketable securities
Financial assets at fair value through profit or loss
Trade and other receivables
Total financial assets
Financial liabilities
Financial liabilities at amortised cost
Total financial liabilities
Financial Risk Management Policies
30 June 2019
30 June 2018
Note
$000
$000
8
4
4
9
10
1,423
2,805
157,882
107
162,218
4,327
4,327
3,774
–
129,886
69
133,729
205
205
The Company is exposed to a variety of financial risks as a result of its activities. These risks include market risk (price risk), credit risk, and
liquidity risk. The Company’s risk management investment policies, approved by the directors of the responsible entity, aim to assist the
Company in meeting its financial targets while minimising the potential adverse effects of these risks on the Company’s financial performance.
Specific Financial Risk Exposures and Management
1. Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. The
Company is currently exposed to the following risks as it presently holds financial instruments measured at fair value and short-term deposits:
i. Price Risk
The Company is exposed to equity securities price risk. This arises from investments held by the Company and classified in the statement
of financial position as financial assets at fair value through profit or loss.
The Company seeks to manage and constrain market risk by diversification of the investment portfolio across multiple investments and through
use of structural and contractual protections in its investments such as investing in preference shares or convertible notes, requiring minority
protections in investment documentation and maintaining active directorships in its investment companies.
The portfolio is monitored and analysed by the Manager.
The Company’s net equity exposure is set out in Note 4 of the financial statements.
Sensitivity Analysis
The following table illustrates sensitivities to the Company’s exposures to changes in equity prices. The table indicates the impact on how
profit and equity values reported at the end of the reporting period would have been affected by changes in the relevant risk variable that
management consider to be reasonably possible.
30 June 2019
Profit
Equity
$000
$000
+/- 5% in gain on equity investments
905
905
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
39
Notes to the Financial Statement for the Year Ended 30 June 2019 (continued) Note 17: Financial Risk Management (continued)
2. Credit Risk
Exposure to credit risk relating to financial assets arise from the
potential non-performance by counterparties that could lead
to a financial loss to the Company. The Company’s objective
in managing credit risk is to minimise the credit losses incurred
mainly on trade and other receivables.
Credit risk is managed by the Company through maintaining
procedures that ensure, to the extent possible, that counterparties
to transactions are of sound credit worthiness. As the Company
generally does not have trade receivables, receivables are usually
in the order of prepayments for particular services. The Company
ensures prepayments are only made where the counterparty
is reputable and can be relied on to fulfil the service.
The Company’s maximum credit risk exposure at the end of the
reporting period in relation to each class of recognised financial
assets is the carrying amount of those assets as indicated in the
statement of financial position. None of these assets are past due
or considered to be impaired.
The cash and cash equivalents are all held with one of Australia’s
reputable financial institutions.
3. Liquidity Risk
Liquidity risk arises from the possibility that the Company might
encounter difficulty in settling its debts or otherwise meeting its
obligations related to financial liabilities. As the Company’s major
cash outflows are the purchase of investments, the level of this
is managed by the Manager. The Company also manages this risk
through the following mechanisms:
• preparing forward-looking cash flow analyses in relation
to operating, investing and financing activities;
• managing credit risk related to financial assets;
• maintaining a clear exit strategy on financial assets; and
•
investing surplus cash only with major financial institutions.
Note 18: Fair Value Measurement
a. Fair Value Hierarchy
AASB 13: Fair Value Measurement requires the disclosure of fair value
information by level of the fair value hierarchy, which categorises fair
value measurements into one of three possible levels based on the
lowest level that an input that is significant to the measure can
be categorised into, as follows:
Level 1
Level 2
Measurements based on quoted prices (unadjusted)
in active markets for identical assets or liabilities that
the entity can access at the measurement date.
Measurements based on inputs other than quoted prices
included in Level 1 that are observable for the asset
or liability, either directly or indirectly.
40
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
Level 3
Measurements based on unobservable inputs for the asset
or liability.
The fair values of assets and liabilities that are not traded in an active
market are determined using one or more valuation techniques.
These valuation techniques maximise, to the extent possible, the
use of observable market data. If all significant inputs required to
measure fair value are observable, the asset or liability is included in
Level 2. If one or more significant inputs are not based on observable
market data, the asset or liability is included in Level 3.
b. Valuation Techniques
In the absence of an active market for an identical asset or liability,
the Company selects and uses one or more valuation techniques
to measure the fair value of the asset or liability. The Company
selects a valuation technique that is appropriate in the circumstances
and for which sufficient data is available to measure fair value.
The availability of sufficient and relevant data primarily depends
on the specific characteristics of the asset or liability being measured.
The valuation techniques selected by the Company are consistent
with one or more of the following valuation approaches:
• Market approach: valuation techniques that use prices and
other relevant information generated by market transactions
for identical or similar assets or liabilities including ongoing
discussions with potential purchasers.
• Income approach: valuation techniques that convert estimated
future cash flows or income and expenses into a single
discounted present value.
• Cost approach: valuation techniques that reflect the current
replacement cost of an asset at its current service capacity.
Each valuation technique requires inputs that reflect the
assumptions that buyers and sellers would use when pricing
the asset or liability, including assumptions about risks. When
selecting a valuation technique, the Company gives priority to
those techniques that maximise the use of observable inputs and
minimise the use of unobservable inputs. Inputs that are developed
using market data (such as publicly available information on actual
transactions) and reflect the assumptions that buyers and sellers
would generally use when pricing the asset or liability are considered
observable, whereas inputs for which market data is not available
and therefore are developed using the best information available
about such assumptions are considered unobservable.
The Australian Private Equity and Venture Capital Association (AVCAL)
has prepared the International Private Equity and Venture Capital
Guidelines (Valuation Guidelines). The Valuation Guidelines set out
recommendations on the valuation of private equity investments
which are intended to represent current best practice. The directors
have referred to the Valuation Guidelines in order to determine the
“fair value” of the Company’s financial assets.
Notes to the Financial Statement for the Year Ended 30 June 2019 (continued) Note 18: Fair Value Measurement (continued)
The “fair value” of financial assets is assumed to be the price that would be received for the financial asset in an orderly transaction between
knowledgeable and willing but not anxious market participants acting at arm’s length given current market conditions at the relevant
measurement date. Fair value for unquoted or illiquid investments is often estimated with reference to the potential realisation price for the
investment or underlying business if it were to be realised or sold in an orderly transaction at the measurement date, regardless of whether
an exit in the near future is anticipated and without reference to amounts received or paid in a distressed sale.
AVCAL suggests that one or more techniques should be adopted to calculate a private equity investment based on the valuer’s opinion of which
method or methods are considered most appropriate given the nature, facts and circumstances of the particular investment. In considering the
appropriateness of each technique, AVCAL suggests the economic substance of the investment should take priority over the strict legal form.
AVCAL provides guidance on a range of valuation methodologies that are commonly used to determine the value of private equity investments
in the absence of an active market, including:
• price of recent investments;
• earnings multiples;
• revenue multiples;
• net asset values;
• discounted cash flows of the underlying assets;
• discounted cash flows of the investment; and
•
industry valuation benchmarks.
The “price of recent investment” methodology refers to the price at which a significant amount of new investment into a company has been made
which is used to estimate the value of other investments in the company, but only if the new investment is deemed to represent fair value and only
for a limited period following the date of the investment. The methodology therefore requires an assessment at the measurement date of whether
any changes or events during the limited period following the date of the recent investment have occurred that imply a change in the investment’s
fair value.
A “revenue multiple” methodology is often used as the basis of valuation for early and development stage businesses. Under this method, the
enterprise value is derived by multiplying the normalised historical or projected revenue of the business with a multiple or range of multiples.
The multiple or range of multiples applied should be an appropriate and reasonable indication of the value of each company, given the
company’s size, risk profile and growth prospects. The multiple or range of multiples is usually derived from market data observed for entities
considered comparable to the companies being valued.
c. Financial Instruments
The following table represents a comparison between the carrying amounts and fair values of financial assets and liabilities:
Financial assets:
Cash and cash equivalents
Current marketable securities
Financial assets
Trade and other receivables
Financial liabilities:
Trade and other payables
30 June 2019
Carrying Amount
Fair Value
$000
$000
1,423
2,805
157,882
107
162,218
4,327
4,327
1,423
2,805
157,882
107
162,218
4,327
4,327
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
41
Notes to the Financial Statement for the Year Ended 30 June 2019 (continued) Note 18: Fair Value Measurement (continued)
d. Recurring and Non-recurring Fair Value Measurement Amounts and the Level of the Fair Value Hierarchy within which the Fair Value
Measurements are Categorised
Description
Recurring fair value measurements
Current marketable securities
Financial assets at fair value through profit or loss
Description
Recurring fair value measurements
Marketable securities
Financial assets at fair value through profit or loss
Fair Value Measurements at
30 June 2019 Using:
Significant
Quoted Prices in
Observable Inputs
Significant
Active Markets for
Other than
Unobservable
Identical Assets
Level 1 Inputs
$000
(Level 1)
$000
(Level 2)
2,805
9,819
12,624
–
40,950
40,950
Fair Value Measurements at
30 June 2018 Using:
Significant
Inputs
$000
(Level 3)
–
107,114
107,114
Quoted Prices in
Observable Inputs
Significant
Active Markets for
Other than
Unobservable
Identical Assets
Level 1 Inputs
$000
(Level 1)
$000
(Level 2)
–
–
–
–
28,190
28,190
Inputs
$000
(Level 3)
–
101,696
101,696
e. Valuation Techniques and Inputs Used to Determine Level 2 Fair Values
Stackla
Instaclustr
Lendi
Brosa
Fair Value at
30 June 2019
$000
12,577
14,647
10,727
3,000
Valuation Techniques Range of Observable Inputs
Price of recent third party transaction
Price of recent third party transaction
Price of recent third party transaction
Price of recent third party transaction
Price of recent third party transaction
Price of recent third party transaction
Price of recent third party transaction
Price of recent third party transaction
Straker Translations (2018 $11,155) was transferred to L1 during the year following its IPO and listing on the ASX in October 2018. Straker
Translations is now also split between current marketable securities and financial assets.
42
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
Notes to the Financial Statement for the Year Ended 30 June 2019 (continued) Note 18: Fair Value Measurement (continued)
f. Valuation Techniques and Inputs Used to Determine Level 3 Fair Values
Fair Value at
30 June 2019
$000
Valuation Techniques
Significant Unobservable Inputs
SiteMinder
DocsCorp
SMI
Viocorp
Rezdy
72,857
10,936
9,639
7,821
5,861
Revenue multiple
Revenue multiple
Revenue multiple
Revenue multiple
Revenue multiple
Revenue multiple
Revenue multiple
Revenue multiple
Revenue multiple
Revenue multiple
Range of
Unobservable
Inputs
6.0x – 8.5x
2.5x – 4.0x
1.5x – 2.5x
2.0x – 3.0x
3.0x – 5.0x
There were no changes during the year in the valuation techniques used by the Company to determine Level 3 fair values.
g. Sensitivity Information
The relationships between the significant unobservable inputs and the fair value are as follows:
Inputs
Revenue multiple
Impact on Fair Value from
Impact on Fair Value from
Increase in Input
Decrease in Input
Increase
Decrease
There were no significant interrelationships between unobservable inputs except as indicated above.
h. Reconciliation of Recurring Fair Value Measurement Amounts (Level 3)
Opening balance 30 June 2018
Transfers out to Level 2
Transfer in from Level 2
Additions/purchases made during the period
Gains and losses recognised in profit or loss
Closing balance 30 June 2019
Financial Assets
$000
101,696
(21,858)
4,547
450
22,279
107,114
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
43
Notes to the Financial Statement for the Year Ended 30 June 2019 (continued) Note 19: Related Party Transactions
Remuneration paid or payable to key management personnel (KMP) of the Company during the period are:
• Management Fees of $2,506,960 (including $61,298 unclaimable GST).
• Directors fees of $195,666 (including $12,333 unclaimable GST).
• Salary and directors fees paid to KMP by portfolio companies on arms length terms of $513,251.
• Performance fee payable to the Manager, only payable out of realised gains on investments, of $4,035,242
(including $98,421 unclaimable GST).
• Reimbursement of expenses to the Manager of $65,079.
Refer to the Remuneration Report contained in the Directors’ Report for details of the remuneration paid or payable to each member
of the Company’s KMP for the year ended 30 June 2019.
Note 20: Company Details
The principal place of business and registered office of the company is:
Suite 4, Level 11
6 O’Connell Street
Sydney NSW 2000
44
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
Notes to the Financial Statement for the Year Ended 30 June 2019 (continued) In accordance with a resolution of the directors of Bailador Technology Investments Limited, the directors of the Company declare that:
1.
The financial statements and notes, as set out on pages 25–44, are in accordance with the Corporations Act 2001, and:
a.
comply with Australian Accounting Standards, which, as stated in accounting policy Note 1 to the financial statements, constitutes
compliance with International Financial Reporting Standards (IFRS); and
b.
give a true and fair view of the financial position as at 30 June 2019 and of the performance for the period ended on that date.
2.
In the directors’ opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become
due and payable.
3.
The directors have been given the declarations required by s295A of the Corporations Act 2001.
David Kirk
Director
Dated this 15th day of August 2019
Paul Wilson
Director
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
45
Directors’ Declaration BAILADOR TECHNOLOGY INVESTMENTS LIMITED
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
ABN 38 601 048 275
ABN 38 601 048 275
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
Opinion
Opinion
We have audited the financial report of Bailador Technology Investments Limited, which
We have audited the financial report of Bailador Technology Investments Limited, which
comprises the statement of financial position as at 30 June 2019, the statement of profit or
comprises the statement of financial position as at 30 June 2019, the statement of profit or
loss and other comprehensive income, the statement of changes in equity, the statement of
loss and other comprehensive income, the statement of changes in equity, the statement of
cash flows for the year then ended and notes comprising a summary of significant
cash flows for the year then ended and notes comprising a summary of significant
accounting policies and other explanatory information, and the directors’ declaration.
accounting policies and other explanatory information, and the directors’ declaration.
In our opinion the accompanying financial report of the Bailador Technology Investments
In our opinion the accompanying financial report of the Bailador Technology Investments
Limited is in accordance with the Corporations Act 2001, including:
Limited is in accordance with the Corporations Act 2001, including:
i.
i.
ii.
ii.
giving a true and fair view of the Company’s financial position as at 30 June
giving a true and fair view of the Company’s financial position as at 30 June
2019 and of its performance for the year ended on that date; and
2019 and of its performance for the year ended on that date; and
complying with Australian Accounting Standards and the Corporations
complying with Australian Accounting Standards and the Corporations
Regulations 2001
Regulations 2001
Basis of Opinion
Basis of Opinion
We conducted our audit in accordance with Australian Auditing Standards. Those Standards
We conducted our audit in accordance with Australian Auditing Standards. Those Standards
require that we comply with relevant ethical requirements relating to audit engagements and
require that we comply with relevant ethical requirements relating to audit engagements and
plan and perform the audit to obtain reasonable assurance about whether the financial
plan and perform the audit to obtain reasonable assurance about whether the financial
report is free from material misstatement. Our responsibilities under those Standards are
report is free from material misstatement. Our responsibilities under those Standards are
further described in the Auditor’s Responsibilities for the Audit of the Financial Report
further described in the Auditor’s Responsibilities for the Audit of the Financial Report
section of our report. We are independent of the Group in accordance with the auditor
section of our report. We are independent of the Group in accordance with the auditor
independence requirements of the Corporations Act 2001 and the ethical requirements of
independence requirements of the Corporations Act 2001 and the ethical requirements of
the Accounting Professional and Ethical Standards Board’s APES 110: Code of Ethics for
the Accounting Professional and Ethical Standards Board’s APES 110: Code of Ethics for
Professional Accountants (the Code) that are relevant to our audit of the financial report in
Professional Accountants (the Code) that are relevant to our audit of the financial report in
Australia. We have also fulfilled our other ethical responsibilities in accordance with the
Australia. We have also fulfilled our other ethical responsibilities in accordance with the
Code.
Code.
We confirm that the independence declaration required by the Corporations Act 2001, which
We confirm that the independence declaration required by the Corporations Act 2001, which
has been given to the directors of the company, would be in the same terms if given to the
has been given to the directors of the company, would be in the same terms if given to the
directors as at the time of this auditor’s report.
directors as at the time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide
We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
a basis for our opinion.
Key Audit Matters
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial report of the current period. These matters were
significance in our audit of the financial report of the current period. These matters were
addressed in the context of our audit of the financial report as a whole, and in forming our
addressed in the context of our audit of the financial report as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
opinion thereon, and we do not provide a separate opinion on these matters.
SYDNEY · PENRITH · MELBOURNE · BRISBANE · PERTH · DARWIN
SYDNEY · PENRITH · MELBOURNE · BRISBANE · PERTH · DARWIN
Liability limited by a scheme approved under Professional Standards Legislation
Liability limited by a scheme approved under Professional Standards Legislation
www.hallchadwick.com.au
www.hallchadwick.com.au
46
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
Independent Auditor's Report
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
ABN 38 601 048 275
AND CONTROLLED ENTITIES
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
BAILADOR TECHNOLOGY INVESTMENTS LIMITED AND CONTROLLED ENTITITES
KEY AUDIT MATTER
HOW OUR AUDIT ADDRESSSED THE KEY
AUDIT MATTER
Valuation of Investments $161 million
Refer to:
Note 4 - Financial Assets & Marketable Securities
Accounting policy - Note 18 Fair Value Measurement
The Company has been classified under AASB 2013-5 as an
Investment Entity whose business purpose is to invest funds
solely for returns via capital appreciation and/or investment
returns.
The entity is exempt from consolidating underlying investees it
controls in accordance with AASB 10 Consolidated Financial
Statements.
As the Company has been classified as an Investment Entity,
the portfolio investments have been accounted for at fair value
through the profit or loss and shown as Financial Assets in the
Statement of Financial Position.
In determining year-end valuations, the board considers the
annual valuation review by an independent valuation expert and
the valuation report prepared by the Manager.
Of these financial assets, $13M were classified as ‘level 1’ and
$41 million were classified as ‘level 2’ financial instruments in
accordance with AASB 13 Fair Value Measurement.
Our procedures included amongst others:
• Evaluating
valuation
the manager’s
approach to value the investments; cross
checking with growth achieved and
comparable market data.
• Assessing
the valuation range
the
manger’s valuation and implied revenue
multiple.
to
• Assessing the scope, expertise and the
independence of external valuer engaged
by the Company.
• Evaluating
the appropriateness of
the
valuation methodologies selected by the
manager and separately by the external
valuer
the
investment to accepted market practices
and our industry experience.
fair value of
to determine
The measurement of level 1 marketable securities are based on
quoted prices in active markets.
•
The measurement of level 2 financial assets are based on
inputs other than quoted prices that are observable for the
asset, either directly or indirectly. The valuation of the level 2
financial instruments therefore requires a higher level of
judgement.
The remaining financial assets of $107 million were classified
as ‘level 3’ in accordance with AASB 13 Fair Value
Measurement. The measurements of level 3 financial assets
are based on unobservable inputs for the asset. This requires a
higher level of judgement.
We have focussed on this area as a key audit matter due to the
company being an investment entity; amounts involved being
material; and the inherent judgement involved in determining
the fair value of investments.
Independently assessing and comparing
the key inputs adopted by the manager
and the external valuer to available market
information relating to similar transactions.
We involved our valuation specialist to
assess
the market data used
seperately by the manager and the valuer
is reasonable in comparison to a credible
external source; the rationale for selected
to market data;
multiples;
revenue growth rates and other business
characteristics that are reasonable.
reference
that
• Assessing the adequacy of disclosure of
level 1, level 2 and level 3 finacial assets in
accordance with AASB 13 Fair Value
Measurement.
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
47
Independent Auditor's Report (continued)
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
ABN 38 601 048 275
AND CONTROLLED ENTITIES
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
BAILADOR TECHNOLOGY INVESTMENTS LIMITED AND CONTROLLED ENTITITES
Information Other than the Financial Report and Auditor’s Report Thereon
The directors are responsible for the other information. The other information comprises the information
included in the Group’s annual report for the year ended 30 June 2019, but does not include the
financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the
other information and accordingly we do not express any form of assurance conclusion thereon. In
connection with our audit of the financial report, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial report or
our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and
fair view in accordance with Australia Accounting Standards and the Corporations Act 2001 and for such
internal control as directors determine is necessary to enable the preparation of the financial report that gives
a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the
financial report, the directors are responsible for assessing the Consolidated Entity’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the Consolidated Entity or to cease operations, or
have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
–
Identify and assess the risks of material misstatement of the financial report, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
– Obtain an understanding of internal control relevant to the audit 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 Company’s internal control.
– Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
48
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
Independent Auditor's Report (continued)
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
ABN 38 601 048 275
AND CONTROLLED ENTITIES
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
BAILADOR TECHNOLOGY INVESTMENTS LIMITED AND CONTROLLED ENTITITES
– Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the financial report or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor’s report. However, future events or conditions may cause the Company to
cease to continue as a going concern.
– Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events in a
manner that achieves fair presentation.
– Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Company to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the Company audit. We remain solely
responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and these are therefore the key
audit matters. We describe these matters in our auditor’s report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest benefits of such communication.
BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
49
Independent Auditor's Report (continued)
BAILADOR TECHNOLOGY INVESTMENTS LIMITED
ABN 38 601 048 275
AND CONTROLLED ENTITIES
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
BAILADOR TECHNOLOGY INVESTMENTS LIMITED AND CONTROLLED ENTITITES
Report on the Remuneration Report
We have audited the remuneration report included in pages 21 to 23 of the directors’ report for the
year ended 30 June 2019.
In our opinion the remuneration report of Bailador Technology Investments Limited for the year ended
30 June 2019 complies with s 300A of the Corporations Act 2001.
Responsibilities
The directors of the company are responsible for the preparation and presentation of the
remuneration report in accordance with s 300A of the Corporations Act 2001. Our responsibility is to
express an opinion on the remuneration report, based on our audit conducted in accordance with
Australian Auditing Standards.
Hall Chadwick
Level 40, 2 Park Street
Sydney, Nsw 2000
SANDEEP KUMAR
Partner
Dated: 15 August 2019
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BAILADOR TECHNOLOGY INVESTMENTS LIMITED ANNUAL REPORT 2019
Independent Auditor's Report (continued)
Additional Information
The additional information required by the Australian Stock Exchange Limited Listing Rules is set out below.
20 Largest Shareholders
Details of the 20 largest ordinary shareholders and their respective holdings as at 30 June 2019.
Holder Name
Washington H Soul Pattinson and Company Limited
David Kirk
HSBC Custody Nominees (Australia) Limited
National Nominees Limited
Citicorp Nominees Pty Limited
Paul Wilson
Citicorp Nominiees Pty Limited
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