JCurve Solutions Limited
Annual
Financial Report
FOR THE YEAR ENDED 30 JUNE 2019
01 Corporate Information
22 Statement of Changes In Equity
02 Chairman’s Letter
23 Contents to the Notes
to the Financial Statements
04 Directors’ Report Including
Remuneration Report
24 Notes to the Financial Statements
18 Auditor’s Independence Declaration
49 Directors’ Declaration
19 Statement of Profit or Loss
and Other Comprehensive Income
50 Independent Auditor’s Report
20 Statement of Financial Position
54 Shareholder Information
21 Statement of Cash Flows
Corporate Information
ABN 63 088 257 729
Directors
Mr Bruce Hatchman
Mr Mark Jobling
Mr David Franks
Company Secretary
Mr David Franks
Registered office
Level 8, 9 Help Street
Chatswood NSW 2067
Ph. (02) 9467 9200
Principal place of business
Level 8, 9 Help Street
Chatswood NSW 2067
Ph. (02) 9467 9200
Share Register
Automic Registry Services
Level 5, 126 Phillip St,
Sydney NSW 2000
1300 288 664 or +61 2 9698 5414
Auditors
BDO East Coast Partnership
Level 11, 1 Margaret Street
Sydney NSW 2000
Australia
Securities Exchange Listings
Australian Securities Exchange
ASX Code: JCS
Website
www.jcurvesolutions.com
1
Chapter name here Chairman’s Letter
I am pleased to report, that over the past year JCurve Solutions Limited has
continued to strengthen its financial position and achieved solid financial results
whilst diversifying operations with a view to delivering medium to long term
growth in shareholder value.
Over the past year we have increased our overall number
Spectrum for four years, was appointed as the General
of customers, diversified operations geographically into
Manager of JCS’ Asian operations.
Asia, further developed and then commercialised the
Riyo platform, grown the consolidated top line revenue
result and improved our financial stability through positive
operating and overall cash flows.
After building small team in Singapore to expand the
operations of the acquired business, in April 2019 JCurve
Solutions incorporated JCurve Solutions Philippines Inc
(JSP) and has been building a delivery centre of excellence
After the acquisition of Riyo and Spectrum in mid to late 2018,
which will service our forecast significant ERP growth
we reset our three core strategic priorities, which are to:
and also assists to lower the cost base of our overall
• Rapidly grow our Asia operations;
• Grow our Oracle NetSuite ERP practice in Australia; and
• Grow our Riyo business at a faster pace.
1. Rapidly grow our Asia operations
We have assessed particularly strong overall growth
opportunities within the Asian market for our portfolio
of solutions which will complement anticipated growth
from our Australian operations. The Company assessed
that the quickest way to kick start our growth in Asia was
through the acquisition of an existing NetSuite partner.
In December 2018 the Company was successful in
completing the purchase of the business and assets of
the Spectrum Partner Group, a NetSuite Two-Star Solution
Group operations. In addition to the direct employment
of the resources from a third-party service outsourced
arrangement, a number of employees have been, and
will be, directly recruited into the JCurve Solutions
Philippines team.
In addition to expanding our Oracle NetSuite solution
offering, we are exploring other M&A opportunities
in Asia related to the acquisition of Product IP. These
opportunities are in line with our overall diversification
strategy and the relocation of the JCS CEO, Stephen
Canning, to Singapore from the start of August 2019, will
provide further impetus to this strategic initiative.
2. Grow our Oracle NetSuite ERP practice
in Australia
Provider based in Singapore. The purchase of Spectrum’s
During the year ended 30 June 2019, the NetSuite ERP
business and assets provides JCurve Solutions with a
launch pad for further expansion into the growing ERP
Asian market. In addition to a small number of customer
contracts and committed license and service revenue,
Arthur Fernandez who was the founder and Director of
division grew by 7% after recognising $9.8 million of
revenue, increasing from the $9.2 million recognised in
FY2018. The Company has achieved strong growth results
from its existing ERP customers by minimising churn and
maximising revenue through renewals and upsells.
Chairman’s Letter
While we didn’t make the level of new business sales to
prospective customer which we were forecasting after a
to trial agreements a number of which are expected to
convert into paying customers in early FY2020. The JCS team
number of sales opportunities which were expected to
continues to build a solid pipeline of opportunities to build
close in FY2019 were won in July 2019, we are forecasting
a strong base of customers from which we are forecasting
a solid increase in new business sales in FY2020. The
significant recurring revenue. We have assessed a number
Company continues to see a shift toward the more
of overseas opportunities for the Riyo software which we will
complex NetSuite solutions resulting in longer sales cycles.
be exploring over the next 12 months.
The $9.8 million in revenue generated in FY2019 helped
the NetSuite ERP Division to generate a statutory profit
Financial Commentary
before tax of $2.2 million for the year. As at 30 June 2019
Most importantly as we continue to assess several carefully
we had over 600 ERP customers across our portfolio
selected product IP acquisition opportunities, JCurve
of solutions, customers which are spread across both
Solutions continues to strengthen its strong balance sheet
Australia and New Zealand.
and solid operating fundamentals.
We continue to build on our status as the #1 Oracle
The statutory profit before tax generated by JCurve
NetSuite Solution Partner globally by customer count
Solutions for the year ending 30 June 2019 was $0.6 million
and remained a 5-star NetSuite Solution Partner thereby
(2018: $0.9 million). The normalised EBITDA was $0.9
guaranteeing JCS receives the highest level of commissions
million down from $1.0 million in FY2018.
on NetSuite edition licence sales.
3. Grow our Riyo business at a faster pace
In FY2019 the Group was $0.7 million operating cash
flow positive while remaining debt free and holding $4.8
million in cash reserves as at 30 June 2019. This financial
After purchasing the Riyo Platform in May 2018, the
stability ensures we can evaluate multiple acquisition
Company has focused on enhancing the solution through
targets while continuing to organically grow our existing
research and development activities, defining the go to
business operations.
market plan and building a team to launch and support
the solution. The further development of the Riyo platform
(which has been expensed in line with the Company’s
current accounting policy for R&D), has now broadened
the Riyo solution to a much larger addressable customer
base from which was launched to our existing customers
in 2HY2019.
The Riyo business unit provided a small revenue
contribution in FY2019 to the Group result, a contribution
which is forecast to exponentially increase over the next
2-3 years. The Company signed its first Riyo customer in
April 2019 and in June had signed a number of customers
Over the past year we have delivered short term
shareholder value through an appreciation of our share
price which rose from 3.1 cents to 3.4 cents as at 30 June
2019, a 10% increase during FY2019.
Once again, I would like to thank our employees and
shareholders for their continuing support over the
past year.
Bruce Hatchman
Chairman
3
Directors’ Report
Your directors present the annual financial
report of the consolidated entity (referred
to hereafter as JCurve Solutions or the
Group) consisting of JCurve Solutions
Limited and the entities it controlled at
the end of, or during, the year ended 30
June 2019. In order to comply with the
provisions of the Corporations Act 2001, the
Directors’ Report is as follows:
Directors and Company Secretary
The names of directors who held office during or since the end of
the year and until the date of this report are as follows. Directors
were in office for the entire year unless otherwise stated.
Bruce Hatchman
FCA MAICD JP
(Non-Executive Chairman)
Experience and expertise
Bruce Hatchman was appointed as the Chairman
of JCurve Solutions on 27 November 2014. Bruce
Hatchman is an experienced and successful
finance professional. As the former Chief Executive
of Crowe Horwath, Bruce Hatchman has 40 years’
experience in providing audit and assurance
services to listed companies and consulting
services to large private enterprises. He is a
qualified Chartered Accountant and a member of
the Australian Institute of Company Directors.
Directorships of other listed companies
Bruce Hatchman is currently a Non-Executive
Director of Consolidated Operations Group
Limited.
Former directorships of other
listed companies
None.
Special responsibilities
Member of the Audit & Risk Management
Committee and Chairman of the Remuneration
Committee.
David Franks
B.Ec, CA, F Fin, FGIA, JP.
(Non-Executive Director & Company Secretary)
Mark Jobling
B. Eco, B Laws (Hons)
(Non-Executive Director)
Experience and expertise
Experience and expertise
David Franks joined JCurve Solutions on 15
September 2014 as Company Secretary and a Non-
Executive Director. He is a Chartered Accountant,
Fellow of the Financial Services Institute of Australia,
Fellow of the Governance Institute of Australia,
Justice of the Peace, Registered Tax Agent and holds
a Bachelor of Economics (Finance and Accounting)
from Macquarie University. With over 20 years in
finance and accounting, initially qualifying with Price
Waterhouse in their Business Services and Corporate
Finance Divisions, David has been CFO, Company
Secretary and/or Director for numerous ASX listed
and unlisted public and private companies, in a range
of industries covering energy retailing, transport,
financial services, mineral exploration, technology,
automotive, software development and healthcare.
David Franks is currently the Company Secretary
for the following public entities: AUB Group Limited,
Adcorp Australia Limited, Elk Petroleum Limited,
Noxapharm Limited, Nyrada Inc, Consolidated
Operations Group Limited, White Energy Company
Limited, White Energy Technology Limited and ZIP
Co Limited. David is also a Director and Principal of
Automic Group Pty Ltd.
Directorships of other listed companies
None.
Former directorships of other
listed companies
None.
Special responsibilities
Chairman of the Audit & Risk Management Committee
and Member of the Remuneration Committee.
Mark Jobling joined the company on 8 April
2015 as a Non-Executive Director. Mark
Jobling is a substantial shareholder of the
Company and holds a Bachelor of Economics
and Bachelor of Laws (Hons) from Monash
University. Mark Jobling manages investments
in a diverse range of industries including
power technology and angel investing in
Asian start-up companies and is currently
based in Hong Kong. He began his career as
a commercial lawyer with Mallesons Stephen
Jaques in Australia and went on to hold
senior executive roles in multi-billion dollar
companies, including Managing Director of
South East Asia and Taiwan for CLP Holdings
Limited, and CEO of OneEnergy Limited, a
CLP/Mitsubishi Corporation joint venture
in Asia. Mark Jobling is the Chairman of
Tomorrow Entertainment Holdings Pte Ltd.
Directorships of other listed companies
None.
Former directorships of other
listed companies
None.
Special responsibilities
Member of the Audit & Risk Management
Committee and the Remuneration Committee.
5
Directors’ Report Including Remuneration Report Interests in the shares and options of the Group and related bodies corporate
As at the date of this report, the interests of the directors in the shares and options of JCurve Solutions were:
M Jobling
B Hatchman
D Franks
Ordinary Shares
Options over Ordinary Shares
51,204,301
3,500,000
4,206,174
58,910,475
-
-
-
-
During the year ended 30 June 2019, 1,500,000 performance rights granted to employees under the Equity Incentive Plan
expired. 10,000,000 performance rights granted to employees under the Equity Incentive Plan remained as at 30 June 2019.
Unissued ordinary shares under option totalling 8,928,571 expired during the financial year.
Dividends and shareholder returns
No dividends were declared or paid during the financial year ended 30 June 2019.
Principal activities
The principal activities of JCurve Solutions during the year ended 30 June 2019 were:
• the sale of Enterprise Resource Planning (ERP)
• the purchase and integration of Spectrum
solutions, which included the exclusively licensed
and subsequent sale of Enterprise Resource
JCurveERP and associated implementation and
Planning (ERP) solutions in South East Asia;
consulting services as well as NetSuite mid market
and enterprise editions in addition to accompanying
associated implementation and consulting services;
• the sale of proprietary Telecommunications
Expense Management Solutions; and
• the development and sale of the Riyo platform solution.
Operating financial review
Financial Results for the Year
The Group recognised a profit after tax of $0.3 million for year ended 30 June 2019 (2018 $0.8 million).
The ‘Normalised EBITDA’ for the full year ended 30 June 2019 was $0.9 million (2018 $1.0 million), which has been
determined as follows:
Total comprehensive income for the year
Add Back: Non-cash expenses:
Depreciation / amortisation
Total non-cash expenses
Income tax expense
Interest income/finance costs
2019
338,114
254,490
254,490
266,273
(6,288)
Consolidated ($)
2018
847,267
102,328
102,328
48,105
(17,769)
Normalised EBITDA
852,589
979,931
Normalised EBITDA is a financial measure which is not prescribed by Australian Accounting Standards (AAS) and
represents the profit under AAS adjusted for specific significant items. The table above summarises key items between
the statutory loss after tax and normalised EBITDA. The directors use normalised EBITDA to assess the performance of
the Group.
Normalised EBITDA has not been subject to any specific
The Group has the following risk management controls
review procedures by our auditor but has been extracted
embedded in the Group’s management and reporting
from the accompanying audited financial report.
system:
The Group’s total revenue for the year ended 30 June 2019
• A comprehensive annual insurance program
was $12.6 million (2018: $11.9 million), which includes
facilitated by an external broker;
revenue from the sale of JCurveERP/NetSuiteERP licenses
and accompanying support and implementation revenue
in Australia of $9.8 million (2018: $9.2 million), revenue
• A monthly risk register which is reviewed by the
Executive Management Team and reported to the Board;
from the sale of NetSuiteERP licenses and accompanying
• Annual Strategic and operational business plans; and
support and implementation revenue in Asia following
the acquisition of Spectrum $0.4 million (2018: nil),
revenue from the sale of Telecommunications Expense
Management Solutions $2.3 million (2018: $2.7 million)
• Annual budgeting and monthly reporting systems
which enable the monitoring of performance against
expected targets and the evaluation of trends.
and revenue from the sale of MYOB Advanced licenses and
The Chief Executive Officer and Chief Financial Officer
accompanying support and implementation revenue $0.1
through monthly Board papers, report to the Board as to
million (2018: $0.05 million).
Total expenses for the full year ended 30 June 2019 were
whether all identified material risks are being managed
effectively across the Group.
$12.2 million (2018: $11.3 million). The largest expense
During the year, ongoing monitoring, mitigation and
during the year ended 30 June 2019 was amounts paid to
employees with $6.1 million being paid or accrued (2018:
$6 million).
Financial Position as at 30 June 2019
The Group had cash reserves as at 30 June 2019 totaling
$4.8 million which increased by $0.3 million from $4.5
million as at 30 June 2018. The $0.3 million of cash flows
reporting on material risks was conducted by Executive
Management Team, the Audit and Risk Committee and
the Board and took place in accordance with the process
disclosed above.
A copy of the Risk Management Policy can be found on
the Group’s website: https://www.jcurvesolutions.com/
wp-content/uploads/2016/12/JCurve-Solutions-Risk-
Management-Internal-Compliance-and-Control-Policy.
generated for the year was after $0.3 million was paid
to acquire Spectrum in December 2018 and $0.1 million
pdf
paid to acquire an E-Commerce connector which has
been capitalised in intangible assets. Having significant
cash reserves while remaining debt free ensures that
JCurve Solutions is well positioned to explore acquisition
opportunities, the exploration of which remains ongoing.
The increase in assets from $11.5 million as at 30 June
2018 to $12.3 million as at 30 June 2019, was achieved
Significant changes in the state of affairs
Significant changes in the state of affairs of JCurve
Solutions during the financial year were as follows:
• The purchase of Spectrum to grow the
Group’s NetSuite operations in Asia.
through improved working capital management which
Events since the end of the financial year
assisted the Group to be $0.3 million cash flow positive
during the year as well as the inclusion of capitalised costs
following the acquisition of the Spectrum intangible assets.
The liabilities balance increased from $6.6 million as at 30
June 2018 to $7.0 million as at 30 June 2019.
Risk management
The Group recognises the need to pro-actively manage
the risks and opportunities associated with both day-to-
day operations of the Group and its longer term strategic
objectives and has developed a risk management policy.
The Board is responsible for the establishment, oversight
and approval of the Group’s risk management strategy,
internal compliance and controls. The Board is also
responsible for defining the “risk appetite” of the Group
so that the strategic direction of the Group can be aligned
with its risk management policy.
No significant matters or circumstances have arisen since
30 June 2019 that have significantly affected, or may
significantly affect:
• the Group’s operations in future financial years, or
• the results of those operations in
future financial years, or
• the Group’s state of affairs in future financial years.
Likely developments and expected results of
operations
Disclosure of information regarding likely developments in
the operations of the consolidated entity in future financial
years and the expected results of those operations is likely
to result in unreasonable prejudice to the consolidated
entity. Therefore, this information has not been presented
in this report.
7
Directors’ Report Including Remuneration Report Environmental legislation
The Group is not subject to any significant environmental legislation. The Group does not meet either the facility or the
corporate group threshold for registration under the National Greenhouse and Energy Reporting Act 2007.
The Group continues to improve work practices in its pursuit of reducing paper usage as much as possible and work
electronically.
Indemnification and insurance of Directors and Officers
The Group has agreed to indemnify all the directors and officers for any breach of laws and regulations arising from their
role as a director and officer. The contract of insurance prohibits disclosure of the nature of the liability and the amount of
the premium.
JCurve Solutions has not indemnified or agreed to indemnify an auditor of the Group or any related body corporate
against liability incurred as an auditor.
Directors’ Meetings
The number of meetings of directors (including meetings of committees of directors) held during the year and the number
of meetings attended by each director were as follows:
Directors’
Meetings
(Eligible to
attend)
Directors’
Meetings
(Attended)
Audit & Risk
Remuneration
Management
Committee
Attended/
(Eligible)
Committee
Attended /
(Eligible)
4
2
Number of meetings held:
Number of meetings attended:
B Hatchman
D Franks
M Jobling
7
7
7
7
7
7
7
4 (4)
4 (4)
4 (4)
2 (2)
2 (2)
2 (2)
Retirement, election and continuation in office of Directors
It is the Board’s policy to consider the appointment and retirement of Non-Executive Directors on a case-by-case basis. In
doing so, the Board must take into account the requirements of the Australian Securities Exchange Listing Rules and the
Corporations Act 2001.
Clause 13.4 of the JCurve Solutions Constitution allows the Directors to at any time appoint a person to be a Director,
either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors does
not at any time exceed the maximum number specified by the JCurve Solutions Constitution. Any Director so appointed
holds office only until the next following annual general meeting and is then eligible for re-election but shall not be taken
into account in determining the Directors who are to retire by rotation (if any) at that meeting. There have been no such
appointments during the year.
Clause 13.2 of the JCurve Solutions Constitution requires that no director who is not the Chief Executive Officer may hold
office without re-election beyond the third AGM following the meeting at which the director was last elected or re-elected.
The current board was re-elected by shareholders at the following prior AGMs:
• 2018: Mark Jobling;
• 2017: Bruce Hatchman;
• 2016: David Franks
Therefore, under Clause 13.4 of the Constitution, David Franks is due for election at the Next Annual General Meeting
under the noted time period.
Directors’ Report Including Remuneration Report
Remuneration Report
(Audited)
The directors are pleased to present JCurve Solution
Limited’s (“the Company’s”) remuneration report for
the year ended 30 June 2019. The remuneration report
is prepared in accordance with section 300A of the
Corporations Act 2001 and has been audited as required by
section 308(3C) of the Corporations Act 2001.
The remuneration report outlines the key aspects of
JCurve Solutions remuneration policy, framework and
remuneration awarded for JCurve Solutions directors
and executives. The Executives for the purpose of this
report are Key Management Personnel who are not Non-
Executive Directors.
• Katrina Doring
Chief Operating Officer
• Peter Choo
Product Strategy Director
• Arthur Fernandez
General Manager – JCurve Solutions
Asia (from 18 December 2018)
• Bill Beedie
Sales Director (until 4 February 2019)
Key Management Personnel are defined as those
persons having the authority and responsibility for
planning, directing and controlling the activities of the
Company directly or indirectly (and include the directors
of the Company). The Executive Management team are
responsible for preparing the Group’s 3 year Strategic
The Remuneration Report is structured as follows:
Plan and evaluating the Company’s progress against that
1. Directors and other Key Management Personnel
Strategic Plan.
2. Remuneration Governance
3. Remuneration Structure
2. Remuneration governance
Remuneration philosophy
4. Remuneration of key management personnel
The performance of the Company depends upon the
5. Relationship between remuneration and
JCurve Solutions performance
6. Voting and comments made at the Company’s
2018 Annual General Meeting
7. Details of share-based compensation
8. Shareholdings of Key Management Personnel
9. Transactions with Directors and Key
Management Personnel
1. Directors and other Key Management
Personnel
Non-Executive Directors
• Bruce Hatchman
Non-Executive Chairman – Independent
• David Franks
Non-Executive Director – Independent
• Mark Jobling
Non-Executive Director – Not Independent
Executive Management Team (Executives)
• Stephen Canning
Chief Executive Officer
• James Aulsebrook
Chief Financial Officer
• Kate Massey
Chief Marketing Officer with Sales Director
responsibilities from 5 February 2019
quality of the directors and executives employed by JCurve
Solutions. The philosophy of the Company in determining
remuneration levels is to:
• set competitive remuneration packages to
attract and retain high calibre employees;
• link executive rewards to shareholder value creation; and
• establish appropriate performance hurdles
for variable executive remuneration.
Nomination and Remuneration committee
The Nomination and Remuneration Committee is
responsible for determining and reviewing compensation
arrangements for the directors and the executive
management team.
The composition of the Nomination and Remuneration
Committee during the year ended 30 June 2019, comprised
Bruce Hatchman (Chairman), Mark Jobling and David
Franks being three members, all non-executive directors,
with an independent Chairman and the majority of whom
are independent. On this basis, the Nomination and
Remuneration Committee is in compliance with the ASX
Corporate Governance Principles and Recommendations.
Members of the Nomination and Remuneration Committee
are appointed, removed and/or replaced by the Board.
The Nomination and Remuneration Committee assesses
the appropriateness of the nature and amount of
remuneration which the directors and executives receive
on a periodic basis by reference to relevant employment
9
market conditions with an overall objective of ensuring
(i) Base salary and benefits
maximum stakeholder benefit from the retention of a high-
quality Board and executive team.
The Company’s Corporate Governance Statement which
can be found on the Company’s website: http://www.
jcurvesolutions.com/corporate-governance, provides
further information on the role of the Nomination and
Remuneration Committee and its composition and
structure.
A copy of the Nomination and Remuneration Committee’s
charter is included on the Company’s website.
3. Remuneration Structure
Executives are given the opportunity to receive their fixed
(primary) remuneration in a variety of forms including cash,
superannuation and fringe benefits. It is intended that the
manner of payment chosen will be optimal for the recipient
without creating undue cost for the Group.
Each executive’s remuneration is reviewed annually by the
Nomination and Remuneration Committee. The process
consists of a review of relevant comparative remuneration
in the market, internally and, where appropriate, external
advice on policies and practices. The Nomination and
Remuneration committee has access to external,
independent advice if required.
In accordance with best practice Corporate Governance,
(ii) Short-term incentive
the structure of non-executive director and executive
remuneration is separate and distinct.
Non-executive director remuneration
The Board seeks to set aggregate remuneration at a level
that provides JCurve Solutions with the ability to attract and
retain directors of the highest calibre, whilst incurring a
cost that is acceptable to shareholders.
JCurve Solutions’ constitution adopted at the AGM on
9 November 2010 specifies that the aggregate
remuneration of non-executive directors shall be a
maximum of $400,000 per year, and can be varied by
ordinary resolution of the shareholders in a General
Meeting. There have been no changes to the constitution
of JCurve Solutions since this date.
The amount of aggregate remuneration sought to be
approved by shareholders and the manner in which it is
apportioned amongst directors is reviewed annually.
Non-executive directors are paid their director fees in cash,
including statutory superannuation contributions. They do
not receive any bonus payments nor are they entitled to
any payment upon retirement or resignation.
The Short-term incentive (STI) scheme is designed
to reward the Executive Management team for their
contribution to the success of JCurve Solutions in
achieving its financial goals, as well as the individual
contribution of each employee to business goals, as
determined by the Board.
For all members of the Executive Management Team
except the Sales Director, the FY2019 KPI targets for
the Short-term incentive plan were determined by the
Board based on a number of Key Result Areas (KRA’s)
which the Board believes will affect the performance
of JCurve Solutions during the financial year. The KRA’s
included a revenue metric, a profitability metric, various
sales metrics, leadership metrics while depending on
the Executive Management team members position a
business diversification metric, marketing or project
delivery metric. The metrics are determined with
reference to JCurve Solutions strategic goals and
objectives. The revenue, profitability, sales, marketing
and project delivery metrics are measured based on the
audited statutory financial results. The leadership metric
is measured from independently collated feedback scores
from employees and the Directors. The diversification
metric is determined with reference to the number of
The remuneration of non-executive directors for the year
profitable acquisitions made by JCurve Solutions during
ended 30 June 2019 and comparative year is detailed in
the year. This short-term incentive scheme takes the form
Section 4, Table 1 of the Remuneration report.
of a cash bonus payable once the results for the year
Executive remuneration
The Company’s Executive remuneration structure consists
of three components:
Fixed components
Variable ‘at-risk’ components
have been determined.
The Short-term incentive plan for the Sales Director is
in the form of a commission scheme whereby actual
ERP new business sales results are compared against
set targets on a monthly basis. The targets are set with
reference to the Company’s annual ERP new business
(i) Base salary and
(ii) Short-term incentives in the
budget. The Short-term incentive scheme for the Sales
benefits, including
superannuation.
form of cash bonuses; and
Director takes the form of cash which is paid as part of
the pay-run the month following the month of the ERP
(iii) Long-term incentives, through
new business sale.
participation in the JCurve
Solutions Equity Incentive Plan
(EIP).
The potential value of the short-term incentive schemes as
a proportion of each Executive’s base salary was as follows:
Executives
S Canning
J Aulsebrook
K Massey (***)
K Doring
P Choo
A Fernandez
B Beedie (**)
Directors’ Report Including Remuneration Report
FY2019 STI Potential (*)
FY2018 STI Potential (*)
32%
28%
29%
29%
29%
26%
28%
33%
29%
30%
30%
24%
N/A
28%
(*) STI bonus potential as a proportion of the Executive’s base contracted salary excluding superannuation and other benefits.
(**) On target earnings. Commission scheme was uncapped.
(***) Sales Director responsibilities from 5 February 2019 which included the commission scheme previously provided to the Sales Director on top
of the STI as the Chief Marketing Officer. Commission scheme was uncapped.
(iii) Long-term incentive
The long-term equity incentive plan implemented in FY2017 has been designed to align a portion of Executive
Remuneration with long term shareholder value.
Equity Incentive Plan (EIP)
The JCurve Solutions Equity Incentive Plan (EIP) was approved by shareholders at the Annual General Meeting held
on 22 November 2016. On 27 June 2017 performance rights totalling 10,000,000 were issued employees under
the EIP. On 9 October 2017 performance rights totalling 1,500,000 were issued to an employee under the EIP. The
performance rights under both tranches are subject to a performance condition and a service condition and vest on
31 August 2019.
11,500,000 of the performance rights issued were to Executive team members as follows:
Executives
S Canning
J Aulsebrook
K Massey
K Doring
P Choo
B Beedie (*)
(*) Issued 9 October 2017 and cancelled 4 February 2019
Performance Rights Issued
4,500,000
1,500,000
1,500,000
1,500,000
1,000,000
1,500,000
11
4. Remuneration of key management personnel
Table 1: Key Management Personnel remuneration for the year ended 30 June 2019: Directors
Short-term employee benefits
Post-
Equity
Total
employment
Director’s
Bonuses /
Other short-
Super-
Shares
Total
Performance
Fees
Commission
term benefits
annuation
(1)
$
$
Related
%
$
Directors
$
B Hatchman
2019
86,646
Chairman (non-executive) 2018
87,646
D Franks
2019
60,000
Director (non-executive)
2018
60,000
M Jobling
2019
60,000
Director (non-executive)
2018
60,000
Total Directors Fees
2019
206,646
Total Directors Fees
2018
207,646
(1) Expense recognised under the Employee Share Plan.
$
-
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
-
11,000
- 97,646
10,000
1,791 99,437
5,700
- 65,700
5,700
1,791 67,491
-
-
- 60,000
- 60,000
16,700
- 223,346
15,700
3,582 226,928
-
2%
-
3%
-
-
0%
2%
Table 2: Key Management Personnel remuneration for the year ended 30 June 2019: Executives
Short-term employee benefits
Long-term
Post-
Equity
Total
employment
Executives
Salary $
Bonuses /
Other
Long
Super-
Shares /
Performance
Commission
short-term
service
annuation
Performance
Related
(10)
benefits (8)
leave (9)
or CPF
Rights
%
$
$
$
S Canning (1)
2019
309,000
35,000
17,985
25,533
Chief Executive Officer
2018
300,000
35,000
25,677
J Aulsebrook (2)
2019
181,000
17,500
(5,005)
Chief Financial Officer
2018
175,000
25,000
5,805
1,012
1,248
298
K Massey (3)
2019
171,000
20,104
12,882
9,039
Chief Marketing Officer
2018
166,000
15,000
13,586
14,674
K Doring (4)
2019
171,000
10,000
15,572
Chief Operating Officer
2018
166,000
15,000
10,909
831
156
P Choo (5)
2019
170,000
10,000
12,159
1,402
Product Strategy Director 2018
109,494
2,131
A Fernandez (6)
2019
100,754
2018
-
GM JCS Asia
B Beedie (7)
2019
138,525
12,867
(3,358)
Sales Director
2018
109,128
16,186
11,262
5,480
2,703
-
-
-
323
-
-
-
-
$
20,531
20,531
18,858
19,000
18,155
17,195
17,195
17,195
17,100
10,551
16,237
-
10,366
11,905
$
11,363
419,412 11%
12,101
394,321 12%
3,788
217,389 10%
3,788
228,891 13%
3,788
234,968 10%
4,213
230,668
3,788
218,386
3,788
213,048
2,525
213,186
2,525
130,504
-
-
119,694
-
8%
6%
9%
6%
4%
-
-
(9,944)
148,456
2%
11,828
160,309 17%
Total Executive Rem. 2019 1,241,279
105,471
52,938
38,053
118,442
15,308 1,571,491
8%
Total Executive Rem. 2018 1,025,622
108,317
72,719
16,463
96,377
38,243 1,357,741 10%
1. Bonus of $38,750 based on performance related KRA’s under the
Short Term Incentive Scheme for FY2019 and will be paid on 30
Short Term Incentive Scheme for FY2019 and will be paid on 30
August 2019. This bonus has not been included in table 2.
August 2019. This bonus has not been included in table 2.
3. Bonus of $10,000 based on performance related KRA’s under
2. Bonus of $19,375 based on performance related KRA’s under the
the Short Term Incentive Scheme for FY2019 and will be paid on
Directors’ Report Including Remuneration Report
30 August 2019. This bonus has not been included in table 2.
Incentive Scheme for FY2019 and will be paid on 30 August 2019.
Additional Sales Director responsibilities from 5 February 2019.
This bonus has not been included in table 2.
4. Bonus of $10,000 based on performance related KRA’s under the
7. became a Key Management Personal (KMP) from 26 October 2017.
Short Term Incentive Scheme for FY2019 and will be paid on 30
Information in table 2 for the period whilst a KMP. It excludes
August 2019. This bonus has not been included in table 2.
salaries, wages and consulting fees earnt up until the date B Beedie
5. became a Key Management Personal (KMP) from 26 October 2017.
became a KMP. Resigned 4 February 2019.
Information in table 2 for the period whilst a KMP, it excludes
8. other short-term benefits include car parking expenses for S
salaries and commissions up until the time P Choo became a KMP.
Canning, K Massey, K Doring, P Choo and B Beedie as well as
Bonus of $19,375 based on performance related KRA’s under the
annual leave accrued for each Executive Team Member as per
Short Term Incentive Scheme for FY2019 and will be paid on 30
Corporations Regulation 2M.3.03(1) Item 6.
August 2019. This bonus has not been included in table 2.
9. other long-term benefits as per Corporations Regulation 2M.3.03(1)
6. became a Key Management Personal (KMP) from 18 December
Item 8.
2018. Information in table 2 for the period whilst a KMP. Bonus of
A$2,799 based on performance related KRA’s under the Short Term
10. The bonuses or commissions included in the above table are those
which have been paid during the financial year.
Table 3: Service Agreements
Remuneration and other terms of employment for the Executive Management Team are formalised in service agreements,
in the form of a contract of employment.
Arrangements relating to remuneration of the Company’s Executive Management Team currently in place are set out below:
Executive
Title
Term of agreement
Current base
salary excluding
Contractual
termination
superannuation (**)
benefits (***)
S Canning
Chief Executive Officer Commenced 1 August 2019
S$311,000 6 months base salary
on a rolling contract
J Aulsebrook
Chief Financial Officer
Commenced 18 April 2016
$186,000 3 months base salary
on a rolling contract
K Massey
Chief Marketing Officer
Commenced 1 September
$175,000 3 months base salary
2015 on a rolling contract
K Doring
Chief Operating Officer
Commenced 5 July 2016
$175,000 3 months and 1 week
on a rolling contract
base salary
P Choo
Product Strategy Director
Commenced 26 October
$175,000 3 months base salary
2017 on a rolling contract
A Fernandez (*)
General Manager JCS Asia
Commenced 18 December
S$185,000 3 months base salary
2018 on a rolling contract
(*) Information outlined as at the date after the completion date of the Spectrum acquisition. Became a member of the Key Management Personnel
from 18 December 2018.
(**) Current base salaries excluding superannuation are quoted for
the year commencing 1 July 2019. They are reviewed annually by the Remuneration Committee. The salaries recorded in Table 2 are for the years
ending 30 June 2019 and 30 June 2018.
(***) As at the date the Remuneration Report is approved.
The service agreement contracts outlined above may be terminated in the following circumstances:
• Voluntary termination by the Company: the contractual termination benefit outlined in the table above as well as any
statutory entitlements accrued will be paid; or
• Termination by the Company for cause without notice: no contractual termination benefits are payable. Only statutory
entitlements accrued will be paid.
13
5. Relationship between remuneration and JCurve Solutions performance
Performance in respect of the current year and the previous two years is detailed in the table below:
Total profit/(loss) for the year
Normalised EBITDA
Share price at year end ($)
Increase/(decrease) in share price
Dividends paid
2019
$
338,114
852,589
0.034
10%
-
2018
$
847,267
979,931
0.031
282%
-
2017
$
454,286
801,920
0.011
83%
-
2016
$
(2,597,423)
131,517
0.006
(60%)
-
The remuneration of JCurve Solutions Executives outlined in Table 2 has consisted primarily of salaries and
superannuation. Performance related remuneration was 8% of the Key Management Personnel’s remuneration package
reflecting the recent performance levels of the Company outlined in the above table.
6. Voting and comments made at the Company’s 2018 Annual General Meeting
The JCurve Solutions Remuneration Report resolution was carried by a show of hands, with the results of both the show
of hands and proxy position in excess of 75% in favour of the resolution. Of valid proxies received, 100% of proxy votes
lodged (lodged as for/against/open excluding all other votes) voted “yes” on the Remuneration Report for the 2018
financial year. Comments raised by shareholders during the course of the Annual General Meeting were responded to by
the Directors during the meeting.
7. Details of share-based compensation
Table 1: Performance rights issued to members of the Executive Management Team under the JCurve
Solutions Equity Incentive Plan on 27 June 2017
Executives
S Canning
J Aulsebrook
K Massey
K Doring
P Choo
Performance Rights Issued
4,500,000
1,500,000
1,500,000
1,500,000
1,000,000
Table 3: Shares issued to Directors under the employee share plan on 7 December 2015 (effecting
comparative Remuneration in Table 1)
Directors
B Hatchman
D Franks
Shares Issued
1,000,000
1,000,000
These shares were bought back by the Company on the 7th of December 2017 as the shares were out of the money
against their attaching non-recourse loans at a share price of 5 cents per share with the Directors electing not to repay
their non-recourse loans by the due date.
Table 2: Performance rights issued to members of the Executive Management Team under the JCurve
Solutions Equity Incentive Plan on 9 October 2017
Executives
B Beedie (*)
(*) Cancelled 4 February 2019 as the service condition accompanying the performance rights was not met.
Performance Rights Issued
1,500,000
Table 4: Shares issued to members of the Executive Management Team under the employee share
plan on 11 September 2015 effecting comparative Remuneration in Table 1)
Executives (*)
S Canning
Shares Issued
1,300,000
(*) K Massey was issued 750,000 shares as part of this allotment however was not a Key Management Personal as defined in the Remuneration
Report at the time of the shares being issued.
These shares were bought back by the Company on the 11th of September 2017 as the shares were out of the money
against their attaching non-recourse loans at a share price of 5 cents per share with the Employees electing not to repay their
non-recourse loans by the due date.
Table 5: Performance rights issued which formed part of remuneration during the year ended
30 June 2019
Value per
Value
Value of
Total value of
Value of
%
performance
of total
performance
performance
performance
remuneration
right granted
performance
rights lapsed
rights granted,
rights included
consisting of
$
rights granted
$
exercised and
in remuneration
shares for
$
lapsed
for the year
the year
Executives
S Canning
J Aulsebrook
K Massey
K Doring
P Choo
B Beedie
0.0055
0.0055
0.0055
0.0055
0.0055
24,750
8,250
8,250
8,250
8,250
0.02062
26,005
$
$
24,750
11,363
8,250
8,250
8,250
5,500
3,788
3,788
3,788
2,525
26,005
(9,944)
-
-
-
-
-
-
3%
2%
2%
2%
1%
-7%
For further details on the Employee Share Plan, please refer to Note 24.
Table 6: Shares issued under the employee share plan which formed part of remuneration during the
year ended 30 June 2018
Value per
Value
Value of
Value of
Total value
Value of
%
share
of total
shares
shares
of shares
shares
remuneration
granted
shares
exercised
lapsed
cancelled/
included in
consisting of
$
granted
$
$
bought
remuneration
shares for
Directors
B Hatchman
0.00568
D Franks
0.00568
$
8,183
8,183
Executives
S Canning
0.00568
11,367
K Massey (*)
0.00568
4,263
(*) Granted while not a Key Management Personnel member.
back
for the year
the year
$
$
-
-
-
-
-
-
-
-
8,183
8,183
11,367
4,263
1,791
1,791
738
426
2%
3%
0%
0%
15
Directors’ Report Including Remuneration Report 8. Shareholdings of Key Management Personnel
Ordinary shares held in JCurve Solutions Limited (number)
30 June 2019
Balance
Granted as
Bought back under
Net Change
Balance
01 Jul 18
remuneration
employee share plan
Other
30 Jun 19
Directors
B Hatchman
D Franks
M Jobling
Executives
S Canning
J Aulsebrook
K Massey
K Doring
P Choo
A Fernandez (*)
B Beedie
Total
3,500,000
4,206,174
51,204,301
3,233,418
-
665,000
1,975,534
455,000
-
-
65,239,427
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,500,000
4,206,174
51,204,301
3,233,418
-
665,000
1,975,534
455,000
600,000
600,000
-
-
600,000
65,839,427
(*) A Fernadez became an Executive Team member on 18 December 2018. 96,489 shares held before A Fernadez become an Executive Team
member. A further 503,511 purchased after A Fernadez became an Executive Team member.
30 June 2018
Balance
Granted as
Bought back under
Net Change
Balance
01 Jul 17
remuneration
employee share plan
Other
30 Jun 18
Directors
B Hatchman
D Franks
M Jobling
Executives
S Canning
J Aulsebrook
K Massey
K Doring
P Choo (*)
B Beedie
Total
4,500,000
5,206,174
51,204,301
4,533,418
-
1,415,000
1,975,534
455,000
-
69,289,427
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,000,000)
3,500,000
(1,000,000)
4,206,174
-
51,204,301
(1,300,000)
3,233,418
-
-
(750,000)
665,000
-
-
-
1,975,534
455,000
-
(4,050,000)
65,239,427
(*) Shares were held before P Choo became an Executive Team member on 26 October 2017.
All equity transactions with key management personnel other than those arising from the exercise of remuneration
options have been entered into under terms and conditions no more favourable than those the company would have
adopted if dealing at arm’s length.
All equity transactions with key management personnel other than those arising from the exercise of remuneration
options have been entered into under terms and conditions no more favourable than those the company would have
adopted if dealing at arm’s length.
9. Transactions with Directors and Key Management Personnel
The following table provides the total amount of transactions that were entered into with related parties for the relevant
financial year.
Purchases from Related Parties
Automic
Company secretarial services (1)
Directors Fees (included in Table 1 and including Superannuation)
Share registry fees
2019
$
48,536
65,700
2,635
2018
$
50,121
65,700
-
116,871
115,821
(1) David Franks was appointed as Company Secretary of JCurve Solutions Limited on 15 September 2014 and was also appointed as a Non-
Executive Director on that date. David was the Proprietor of Franks and Associates, a firm that has provided guidance on corporate compliance
requirements pursuant to the Company’s constitution, ASX Listing Rules and Corporations Act, assistance in drafting notices of meeting and
announcements and Board documentation. Franks and Associates became a member of Automic Group in June 2018. In September 2018, the
Automic Group took over the share registry work for the Group.
Company secretarial service fees for the year ended 30 June 2019 amounted to $48,536 net of GST excluding out of pocket expenses (2018:
$50,121) and were provided on commercial terms. Automic Group invoices JCurve Solutions for David Franks’ Directors fees and superannuation,
which has been included in Section 4, Table 1 of the Remuneration Report. The share registry fees were provided on commercial terms.
Sales to Related Parties
Tomorrow Entertainment
Customer purchases
2019
$
41,335
41,335
2018
$
-
-
(1) Tomorrow Entertainment Holdings Pte Ltd (Tomorrow Entertainment), a Company which Mark Jobling is the founder and a Director, became a
customer of the Group. The Group invoiced Tomorrow Entertainment $41,335 in the year ended 30 June 2019 (2018: NIL). The services sold to
Tomorrow Entertainment were at commercial rates and on commercial terms.
Sales to and purchases from related parties are made in
Non-Audit Services
arm’s length transactions both at normal market prices
and on normal commercial terms. Outstanding balances
at year-end are unsecured, interest free and settlement
occurs in cash.
End of Remuneration Report.
Proceedings on behalf of the company
No person has applied for leave of the 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 Independence and Non-Audit Services
Section 307C of the Corporations Act 2001 requires
our auditors, BDO East Coast Partnership, to provide
the directors of the Company with an Independence
Declaration in relation to the audit of the annual report.
This Independence Declaration is set out on page 18 and
forms part of this Directors’ Report for the year ended 30
June 2019.
There were no non-audit related activities carried out by
the Company’s auditors during the year ended 30 June
2019.
Corporate Governance Statement
In fulfilling its obligations and responsibilities to its various
stakeholders, the Board is a strong advocate of corporate
governance. The Board supports a system of corporate
governance to ensure that the management of JCurve
Solutions is conducted to maximise shareholder wealth in
a proper and ethical manner.
The Corporate Governance Statement and other
corporate governance practices which outline the principal
corporate governance procedures of JCurve Solutions
can be found on the company’s website at: http://www.
jcurvesolutions.com/corporate-governance/.
Signed in accordance with a resolution of the directors
Bruce Hatchman
Chairman
Dated at Sydney 26 August 2019.
17
Directors’ Report Including Remuneration Report Tel: +61 2 9251 4100
Fax: +61 2 9240 9821
www.bdo.com.au
Level 11, 1 Margaret St
Sydney NSW 2000
Australia
DECLARATION OF INDEPENDENCE BY GARETH FEW TO THE DIRECTORS OF JCURVE SOLUTIONS
LIMITED
As lead auditor of JCurve Solutions Limited for the year ended 30 June 2019, I declare that, to the best
of my knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of JCurve Solutions Limited and the entities it controlled during the
period.
Gareth Few
Partner
BDO East Coast Partnership
Sydney, 26 August 2019
BDO East Coast Partnership ABN 83 236 985 726 is a member of a national association of independent entities which are all members of BDO Australia Ltd
ABN 77 050 110 275, an Australian company limited by guarantee. BDO East Coast Partnership and BDO Australia Ltd are members of BDO International Ltd,
a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved
under Professional Standards Legislation.
Statement of Profit or Loss
and Other Comprehensive Income
For the Year Ended 30 June 2019
Revenue
Cost of goods sold
Gross profit
Other income
Employee benefits expense
Other employee related expense
Communications expense
Advertising and marketing
Professional fees
Occupancy expense
Depreciation and amortisation expense
Finance income/(expense)
Due Diligence costs
Other expenses
Profit before income tax
Income tax expense
Profit for the year
Other comprehensive income
Total comprehensive income for the year
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
Notes
3
3
4
4
4
4
5
6
6
2019
12,579,475
(2,230,419)
10,349,056
241,318
(6,102,949)
(658,519)
(440,913)
(204,830)
(1,252,995)
(508,068)
(254,490)
(8,082)
(33,687)
(521,454)
604,387
(266,273)
338,114
-
338,114
0.10
0.10
Consolidated ($)
2018
11,945,625
(2,036,936)
9,908,689
288,370
(5,997,005)
(742,224)
(356,096)
(149,788)
(855,199)
(458,203)
(102,328)
74
(18,681)
(622,237)
895,372
(48,105)
847,267
-
847,267
0.26
0.26
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with
the accompanying notes. The classification of some prior period comparatives have been adjusted. Refer to note 23(2) for
future details.
19
Statement of Profit or Loss and Other Comprehensive Income Statement of Financial Position
As at 30 June 2019
Assets
Current Assets
Cash and cash equivalents
Trade and other receivables
Other financial assets
Current tax asset
Other current assets
Total Current Assets
Non-Current Assets
Property, plant and equipment
Intangible assets
Deferred tax asset
Total Non-Current Assets
Total Assets
Liabilities
Current Liabilities
Trade and other payables
Unearned income
Current tax liability
Provisions
Total Current Liabilities
Non-Current Liabilities
Unearned income
Deferred tax liabilities
Provisions
Total Non-Current Liabilities
Total Liabilities
Net Assets
Equity
Share capital
Reserves
Accumulated losses
Total Equity
Notes
2019
2018
Consolidated ($)
7
8
10
9
11
12
5
13
14
15
14
5
15
16
17
4,765,339
2,389,384
10,454
-
925,641
8,090,818
53,504
3,402,499
717,393
4,173,396
4,487,536
2,190,485
-
162,937
935,484
7,776,442
86,139
2,892,857
737,252
3,716,248
12,264,214
11,492,690
3,263,849
2,032,347
37,020
331,426
5,664,642
181,738
1,078,069
88,411
1,348,218
7,012,860
5,251,354
2,477,734
2,720,858
-
263,791
5,462,383
-
1,076,287
55,017
1,131,304
6,593,687
4,899,003
17,588,248
1,818,117
17,588,248
1,803,880
(14,155,011)
(14,493,125)
5,251,354
4,899,003
The above consolidated statement of financial position should be read in conjunction with the accompanying notes. The
classification of some prior period comparatives have been adjusted. Refer to note 23(2) for future details.
Statement of Cash Flows
Statement of Cash Flows
For the Year Ended 30 June 2019
Notes
2019
2018
Consolidated ($)
Inflows / (Outflows)
Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Interest received
Interest (paid)/refunded
Income tax received
Net cash provided by operating activities
7
Cash flows used in investing activities
Payments for property, plant and equipment
Purchase of intangible assets
Cash paid for the purchase of the Spectrum business
and assets
Cash paid for the purchase of the Riyo Platform
Net cash used in investing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at 1 July
Cash and cash equivalents at 30 June
7
13,497,100
(12,954,320)
12,964
(456)
152,292
707,580
(17,310)
(100,000)
(312,467)
-
(429,777)
277,803
4,487,536
4,765,339
12,890,984
(11,420,434)
17,695
74
165,043
1,653,362
(61,725)
-
-
(600,000)
(661,725)
991,637
3,495,899
4,487,536
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
21
Statement of Changes in Equity
For the Year Ended 30 June 2019
Share Capital
Accumulated
Equity Benefits
Total
Consolidated ($)
17,588,248
(15,340,392)
Losses
Reserve
1,762,054
-
-
4,009,910
847,267
847,267
847,267
847,267
As at 1 July 2017
Total comprehensive income
for the year
Transactions with owners in their
capacity as owners:
Issued shares under employee
share plan
Issued rights under employee
incentive scheme
-
-
-
-
-
-
-
-
4,746
4,746
37,080
41,826
37,080
41,826
Balance at 30 June 2018
17,588,248
(14,493,125)
1,803,880
4,899,003
As at 1 July 2018
Total comprehensive income for
the year
Transactions with owners in their
capacity as owners:
Issued rights under employee
incentive scheme
Exchange differences on translation
of foreign operations
17,588,248
(14,493,125)
1,803,880
4,899,003
-
-
-
-
-
338,114
338,114
-
-
338,114
338,114
-
-
-
15,307
15,307
(1,070)
14,237
(1,070)
14,237
Balance at 30 June 2019
17,588,248
(14,155,011)
1,818,117
5,251,354
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Contents to the Notes to the Consolidated Financial Statements
Contents to the Notes to the
Consolidated Financial Statements
Note Number
Note Title
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Significant changes in the current reporting period
The financial statement numbers
Segment reporting
Revenue and other income
Expenses
Income tax
Earnings per share
Cash and cash equivalents
Trade and other receivables
Other current assets
Other financial assets
Plant and equipment
Intangible assets
Trade and other payables
Unearned income
Provisions
Share capital
Reserves
Risk
Critical judgements, estimates and assumptions
Financial instruments and risk management
Unrecognised items
Commitments
Contingencies
Events occurring after the reporting period
Other information
Statement of significant accounting policies
Share-based payment plans
Business Combinations
Remuneration of auditors
Related party transactions
Parent entity financial information
Page
24
24
25
26
27
30
30
31
32
32
33
34
36
36
36
37
37
39
39
42
43
43
43
45
46
47
47
48
23
Notes to the Financial Statements
Note 1: Significant Changes in the
Current Reporting Period
The financial position and performance of the group was
components of the Group that are reviewed by the chief
operating decision maker in order to allocate resources to
the segment and assess its performance.
particularly affected by the following factors, events and
JCurve Solutions sells a portfolio of solutions and derives its
transactions during the reporting period:
revenues and profits from a variety of sources.
1. the sale of Enterprise Resource Planning (ERP)
The Board and Executive Management Team for the year
solutions, which included the exclusively licensed
ended 30 June 2019, considered the business from a product
JCurveERP and associated implementation and
perspective and identified three reportable segments:
consulting services as well as NetSuite mid market
and enterprise editions in addition to accompanying
associated implementation and consulting services;
• NetSuite ERP - ERP cloud-based Business Management
solutions and associated consulting services; and
2. the purchase and integration of Spectrum
and subsequent sale of Enterprise
Resource Planning (ERP) solutions;
3. continuing investment in the TEMS research
and development aimed at maximising the
value from the TEMS business; and
• MYOB Advanced - ERP cloud-based
Business Management solutions and
associated consulting services; and
• TEMS - The development and marketing of
Telecommunications Expense Management
Solutions (JTEL and Full Circle Group).
4. Riyo – the development and
All other segments – the development business unit and
commercialization of the Riyo Platform.
group/head office are cost centres and are not reportable
A more detailed outline about the Group’s performance
are included in the unallocated column in the segment
operating segments. The results of these operations
and financial position is outlined in the Directors Report
information below.
operating and financial review on page 6
Note 2: Segment Reporting
1. Accounting policy
Following the acquisition of Spectrum, the Group now
operates in two geographical segments being Australasia
(Australia and New Zealand) along with SE Asia.
The Group reports internally on the assets and liabilities of
Operating segments are reported in a manner consistent
the Group on a consolidated basis.
with the internal reporting provided to the chief
operating decision maker. The chief operating decision
maker, who is responsible for allocating resources and
assessing performance of the operating segments, has
been identified as the Board of Directors and Executive
Management Team of JCurve Solutions.
2. Description of segments
AASB 8 Operating Segments requires operating segments
to be identified on the basis of internal reports about the
No customers comprise more than 10% of the Group’s
total revenue.
3. Segment information provided to the chief
operating decision maker
The segment information provided to the Board and
the Executive Management Team for the reportable
segments for the year ended 30 June 2019 (including the
comparative period) is as follows:
Year ended 30 June 2019
NetSuite
TEMS
MYOB
Riyo
JCS Asia
All other
Total
Total revenue
Total cost of sales
Gross profit
Other income
Total expenditure excluding
ERP
Advanced
segments
9,814,712
2,292,424
114,415
3,366
354,558
(2,100,699)
(2,330)
(18,936)
(3,750)
(104,704)
7,714,013
2,290,094
95,479
(384)
249,854
-
-
-
12,579,475
(2,230,419)
10,349,056
-
-
-
135,497
-
105,821
241,318
cost of sales
(5,526,590)
(1,002,032)
(68,377)
(642,193)
(445,295)
(2,301,500)
(9,985,987)
Total profit/(loss) before
tax
2,187,423
1,288,062
27,102
(507,080)
(195,441)
(2,195,679)
604,387
Notes to the Financial Statements
Year ended 30 June 2018
NetSuite ERP
TEMS
MYOB
All other
Total
Total revenue
Total cost of sales
Gross profit
Other income
Advanced
segments
9,191,633
2,704,307
49,685
(2,036,936)
-
-
7,154,697
2,704,307
49,685
-
-
-
11,945,625
(2,036,936)
9,908,689
-
-
-
288,370
288,370
Total expenditure excluding cost
(5,314,817)
(1,138,394)
(455,591)
(2,392,885)
(9,301,687)
of sales
Total profit/(loss) before tax
1,839,880
1,565,913
(405,906)
(2,104,515)
895,372
Note 3: Revenues and Other Income
Revenue
Enterprise Resource Planning (ERP) solutions – JCERP and NetSuite
Enterprise Resource Planning (ERP) solutions - MYOB Advanced
Telecommunications expense management
Riyo solutions
Other Income
Research and Development incentive
Interest income
Sundry Income
Consolidated ($)
2019
2018
10,169,270
114,415
2,292,424
3,366
9,191,633
49,685
2,704,307
-
12,579,475
11,945,625
196,967
14,370
29,981
241,318
266,871
17,695
3,804
288,370
1. Accounting policy
Revenue recognition
The core principle of AASB 15 is that revenue is recognised
on a basis that reflects the transfer of promised goods
or services to customers at an amount that reflects the
consideration the Company expects to receive in exchange
for those goods or services. Revenue is recognised by
applying a five-step process outlined in AASB 15 which is
as follows:
Step 1: Identify the contract with a customer;
Step 2: Identify the performance obligations in the contract
and determine at what point they are satisfied;
Step 3: Determine the transaction price;
Step 4: Allocate the transaction price to the performance
obligations;
The Group’s revenue recognition accounting policy is that:
• The performance obligation for the implemented ERP
software is satisfied when the ERP software has been
installed and is operating materially as contractually
required. Rather than recognising the contracted
revenue evenly over the contract period which ranges
from 12 to 60 months in the case of license revenue
or evenly over an implementation period for service
revenue (generally 2 to 3 months), under the new
accounting policy, both license and implementation
revenue for the contracted period is recognised at the
point in time when the ERP software has been installed
and is operating materially as contractually required;
• The performance obligation for providing ERP
software customers with technical support
is satisfied over the contracted period;
• The performance obligation for providing
Step 5: Recognise revenue as the performance obligations
Telecommunication Expense Management solutions
are satisfied.
is satisfied over the contracted period; and
25
• The performance obligation for the implemented
but the software to be installed by a qualified JCurve
Riyo software is satisfied when the Riyo
Solutions implementation consultant. As such a combined
software has been installed and is operating
implemented ERP software performance obligation
materially as contractually required.
is presented.
In addition to contracts with customers, the Group receives
Technical support which is purchased by ERP software
interest income from monies held in its bank accounts,
customers to assist with their ongoing use of the ERP
Interest income is recognised on an accruals basis based
software and is separate from the combined ERP
on the interest rate, deposited amount and time which
software/implementation performance obligation.
lapses before the reporting period end date.
The expected future Research and Development
incentive, for past qualifying Research and Development
expenditure is accrued as other income when it is
established that the conditions of the Research
and Development incentive have been met and
that the expected amount of the incentive can be
reliably measured.
2. Significant accounting judgments,
estimates and assumptions: Revenue
recognition
(i) Identification of performance obligations
The Group has determined that for new ERP software
sales, while licenses and implementation services are
quoted as separate line items and have separate list
prices they are not distinct performance obligations as
the customer is purchasing customisable ERP software
which requires not only the licenses to be provisioned
(ii) Satisfaction of performance obligations
The performance obligation for the implemented ERP
software is satisfied at the point in time when the ERP
software has been installed and is operating materially
as contractually required. It is when the customer has
full access to and control of the ERP software. The
performance obligation for providing ERP software
customers with technical support remains throughout the
contract period so is satisfied over the contract period.
The performance obligation for providing
Telecommunication Expense Management solutions
remains throughout the contract period so is satisfied
over the contract period.
The performance obligation for the implemented Riyo
software is satisfied at the point in time when the Riyo
software has been installed and is operating materially
as contractually required. It is when the customer has
full access to and control of the Riyo software.
Note 4: Expenses
Other employee related expense - superannuation
Other employee related expense – excluding superannuation
Depreciation of plant and equipment
Amortisation of intangibles
Operating lease rental expense: minimum lease payments
Other
Directors’ Fees (includes superannuation)
Consultancy Fees
Audit Fees
Company Secretarial Fees (includes fees paid to non-related parties overseas)
2019
502,547
155,972
658,519
66,244
188,246
254,490
485,611
22,457
508,068
223,346
901,652
72,226
55,771
1,252,995
Consolidated ($)
2018
517,831
224,393
742,224
92,328
10,000
102,328
437,608
20,595
458,203
226,928
505,575
72,576
50,120
855,199
Notes to the Financial Statements
1. Accounting policy
(i) Wages, salaries, annual leave and sick leave
reporting date using the projected unit credit method.
Consideration is given to expected future wage and salary
levels, experience of employee departures, and period
Liabilities for wages and salaries, including non-monetary
of service. Expected future payments are discounted
benefits, annual leave and accumulating sick leave
using market yields at the reporting date on national
expected to be settled within 12 months of the reporting
government bonds with terms to maturity and currencies
date are recognised in other payables in respect of
that match, as closely as possible, the estimated future
employees’ services up to the reporting date. They are
cash outflows.
2. Significant accounting judgments,
estimates and assumptions: Recognition of
subscription costs of sales
The recognition of the license cost associated with each
JCurveERP software subscription is estimated on a gross
margins basis and is amortised over the life of the contract
in a manner consistent with the method for recognising
the revenue.
measured at the amounts expected to be paid when the
liabilities are settled. Liabilities for non-accumulating sick
leave are recognised when the leave is taken and are
measured at the rates paid or payable.
(ii) Long service leave
The liability for long service leave is recognised in the
provision for employee benefits and measured as the
present value of expected future payments to be made
in respect of services provided by employees up to the
Note 5: Income Tax
Income tax recognised in profit or loss
The major components of tax benefit/(expense) are:
Current tax benefit (i)
Origination and reversal of temporary differences
Under/(over) provision from prior years - current tax
Total tax benefit/(expense) (i)
The prima facie income tax (benefit)/expense on pre-tax accounting profit
from continuing operations reconciles to the income tax (benefit)/expense
in the financial statements as follows:
Accounting profit before tax
Income tax expense calculated at 27.5%
Tax effect of amounts which are not taxable/(deductible)
in calculating taxable income:
Permanent differences
Temporary differences
Adjustments for current tax of prior periods
Research and development incentive
Differences in overseas tax rates
Carried forward tax losses previously not brought
to account now recognised
Consolidated ($)
2019
2018
(233,987)
(21,641)
(10,645)
(266,273)
(103,934)
80,119
(24,290)
(48,105)
604,387
(166,207)
895,372
(246,228)
(16,653)
(23,315)
28,950
(11,018)
(70,353)
(11,851)
3,801
(25,092)
(2,402)
-
(27,494)
(95,322)
-
310,300
Reduction in deferred tax liabilities due to a change
-
34,929
in the company income tax rate
Under/(over) provision in prior years
Income tax benefit/(expense) reported in the Statement of Profit
or Loss and other Comprehensive Income
(10,645)
(266,273)
(24,290)
(48,105)
27
Deferred Taxes (Non-Current)
Analysis of deferred tax assets:
Deductible temporary differences available to offset against future taxable income
Deferred expenditure
Accruals and provisions
Tax losses available to offset against future taxable income
Analysis of deferred tax liabilities:
Plant and equipment
Deferred license revenue
Other
Net Deferred Tax Liability
1. Accounting policy
(i) Income tax
Current tax assets and liabilities for the current and prior
periods are measured at the amount expected to be
recovered from or paid to the taxation authorities. The
tax rates and tax laws used to compute the amount are
those that are enacted or substantively enacted by the
balance date.
Consolidated ($)
2019
2018
306,006
372,876
38,511
717,393
4,482
970,286
103,301
269,174
422,046
46,032
737,252
-
990,450
85,837
1,078,069
1,076,287
360,676
339,035
transaction that is not a business combination and,
at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss; or
• when the deductible temporary difference is associated
with investments in subsidiaries, associates or interests
in joint ventures, in which case a deferred tax asset is
only recognised to the extent that it is probable that
the temporary difference will reverse in the foreseeable
future and taxable profit will be available against
Deferred income tax is provided on all temporary
which the temporary difference can be utilised.
differences at the balance date between the tax bases
of assets and liabilities and their carrying amounts for
financial reporting purposes.
The carrying amount of deferred income tax assets is
reviewed at each balance date and reduced to the extent
that it is no longer probable that sufficient taxable profit
Deferred income tax liabilities are recognised for all taxable
will be available to allow all or part of the deferred income
temporary differences except:
tax asset to be utilised.
• when the deferred income tax liability arises from the
Unrecognised deferred income tax assets are reassessed
initial recognition of goodwill or of an asset or liability
in a transaction that is not a business combination
and that, at the time of the transaction, affects neither
the accounting profit nor taxable profit or loss; or
• when the taxable temporary difference is associated
with investments in subsidiaries, associates or
interests in joint ventures, and the timing of the
reversal of the temporary difference can be controlled
and it is probable that the temporary difference
will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all
deductible temporary differences, carry-forward of unused
tax assets and unused tax losses, to the extent that it is
probable that taxable profit will be available against which
the deductible temporary differences and the carry-
forward of unused tax credits and unused tax losses can
be utilised, except:
at each balance date and are recognised to the extent that
it has become probable that future taxable profit will allow
the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured
at the tax rates that are expected to apply to the year
when the asset is realised or the liability is settled, based
on tax rates (and tax laws) that have been enacted or
substantively enacted at the balance date.
Income taxes relating to items recognised directly in equity
are recognised in equity and not in profit or loss.
Deferred tax assets and deferred tax liabilities are offset
only if a legally enforceable right exists to set off current tax
assets against current tax liabilities and the deferred tax
assets and liabilities relate to the same taxable entity and
the same taxation authority.
• when the deferred income tax asset relating to
(ii) Tax Consolidation Legislation
the deductible temporary difference arises from
JCurve Solutions and its 100% owned Australian resident
the initial recognition of an asset or liability in a
subsidiaries have implemented the tax consolidation
Notes to the Financial Statements
legislation. Current and deferred tax amounts are
accounted for in each individual entity as if each entity
continued to act as a taxpayer on its own.
JCurve Solutions Limited recognises its own current and
deferred tax amounts and those current tax liabilities,
current tax assets and deferred tax assets arising from
unused tax credits and unused tax losses which it has
assumed from its controlled entities within the tax
consolidated Group.
3. Unrecognised deferred tax assets and
deferred tax liabilities
The balance of carried forward tax losses that have not
been recognised in the Financial Statements amount to
$490,088 (2018: $476,267 unrecognised). The deductible
temporary differences and tax losses do not expire under
current legislation. Deferred tax assets totaling $134,774
(2018: $130,973) have not been recognised in respect of
these items at this stage because it is not probable that
future tax profits will be available against which the Group
Assets or Liabilities arising under tax funding agreements
can utilise the benefits thereof.
with the tax consolidated entities are recognised as
amounts payable or receivable from or payable to
other entities in the Group. Any difference between
the amounts receivable or payable under the tax
funding agreement are recognised as a contribution
to (or distribution from) controlled entities in the tax
consolidated Group.
(iii) Other taxes
Revenues, expenses and assets are recognised net of the
amount of Goods and Services Tax (GST) except:
• when the GST incurred on a purchase of goods
and services is not recoverable from the taxation
authority, in which case the GST is recognised as
part of the cost of acquisition of the asset or as
part of the expense item as applicable; and
• receivables and payables, which are stated
with the amount of GST included.
The net amount of GST recoverable from, or payable to,
the taxation authority is included as part of receivables or
payables in the Statement of Financial Position.
The balance of carried forward capital losses that have not
been recognised in the Financial Statements amount to
$572,640 (2018: $572,640 unrecognised). The deductible
temporary differences and tax losses do not expire under
current legislation. Deferred tax assets totaling $157,476
(2018: $157,476) have not been recognised in respect of
these items at this stage because it is not probable that
future capital gains will be available against which the
Group can utilise the benefits thereof.
There are no unrecognised deferred tax liabilities.
4. Tax Consolidation
JCurve Solutions and its 100% owned Australian resident
subsidiaries implemented the tax consolidation legislation
from 1 January 2014. The accounting policy for the
implementation of the tax consolidation legislation is set
out in note 5(1)(ii).
The entities in the tax consolidated group have entered
into a tax sharing agreement on adoption of the tax
consolidation legislation which, in the opinion of the
directors, limits the joint and several liability of the
Cash flows are included in the Statement of Cash Flows on
controlled entities in the case of a default by the head
a gross basis and the GST component of cash flows arising
entity, JCurve Solutions.
from investing and financing activities, which is recoverable
from, or payable to the taxation authority are classified as
operating cash flows.
JCurve Solutions and its controlled entities have entered
into a tax funding agreement under which the 100%
owned Australian resident subsidiaries compensate
Commitments and contingencies are disclosed net of
JCurve Solutions for all current tax payable assumed and
the amount of GST recoverable from, or payable to, the
are compensated by JCurve Solutions for any current
taxation authority.
2. Significant accounting judgments,
estimates and assumptions: Recovery of
deferred tax assets
Deferred tax assets are recognised for deductible
tax receivable and deferred tax assets which relate to
unused tax credits or unused tax losses that, under the
tax consolidation legislation, are transferred to JCurve
Solutions. These amounts are determined by reference
to the amounts which are recognised in the financial
statements of each entity in the tax consolidated group.
temporary differences as management considers that
The amounts receivable/ payable under the tax funding
it is probable that sufficient future tax profits will be
agreement are due on receipt of the funding advice from
available to utilise those temporary differences. Significant
management judgement is required to determine the
JCurve Solutions, which is issued as soon as practicable
after the financial year end. JCurve Solutions may also
amount of deferred tax assets that can be recognised,
require payment of interim funding amounts to assist
based upon the likely timing and the level of future
with obligations to pay tax instalments. These amounts are
taxable profits over future years together with future tax
recognised as current intercompany receivables
planning strategies.
or payables.
29
Note 6: Earnings Per Share
Earnings used for calculation of basic and diluted earnings per share
Profit from operations - basic earnings per share
Profit from operations - diluted earnings per share
2019
$
338,114
338,114
Consolidated
2018
$
847,267
847,267
No.
No.
Weighted average number of shares used for calculation
of basic and diluted EPS
Weighted average number of shares
327,856,900
329,343,064
Earnings used for calculation of basic and diluted earnings per share
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
1. Accounting policy
Cents per share
Cents per share
0.10
0.10
0.26
0.26
Basic earning per share is calculated as net profit/loss attributable to members of the parent, adjusted to exclude any
costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number
of ordinary shares, adjusted for any bonus element.
Diluted earning per share is calculated as net profit/loss attributable to members of the parent, adjusted for:
• costs of servicing equity (other than dividends) and preference share dividends;
• the after-tax effect of dividends and interest associated with dilutive potential
ordinary shares that have been recognised as expenses; and
• other non-discretionary changes in revenues or expenses during the period that would result
from the dilution of potential ordinary shares; divided by the weighted average number of
ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.
Note 7: Cash and Cash Equivalents
Cash at bank and on hand
Consolidated ($)
2019
2018
4,765,339
4,765,339
4,487,536
4,487,536
Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying
periods of between one day and three months, depending on the immediate cash requirements of the Group, and earn
interest at the respective short-term deposit rates.
At 30 June 2019, the Group has no committed borrowing facilities.
Reconciliation of profit for the year after tax to net cash flows
from operating activities
Profit for the year
Non-cash flows in operating profit:
Depreciation and amortisation from continuing operations
Impaired receivables
Loss on disposal of fixed assets
Equity settled share based payment
(Increase)/decrease in assets:
Trade and other receivables
Other current assets
Other financial assets
Current tax receivable/payable
Deferred tax assets
Increase/(decrease) in liabilities:
Trade and other payables – Current
Unearned income
Provisions – Current
Provisions – Non-current
Deferred tax liabilities
Notes to the Financial Statements
Consolidated ($)
2019
2018
338,114
847,267
254,490
104,846
-
15,308
(198,899)
9,843
(10,454)
199,957
19,860
378,478
(506,773)
67,634
33,394
1,782
102,328
187,180
5,187
41,826
(791,318)
(93,461)
19,078
26,396
(122,552)
1,354,943
-
44,619
(10,565)
42,434
Net cash used in operating activities
707,580
1,653,362
1. Accounting policy
Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments that are readily
convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as
defined above, net of outstanding bank overdrafts.
Note 8: Trade and Other Receivables
Current:
Trade receivables (i)
Allowance for doubtful debts (2)
Accrued revenue/commissions receivable
Consolidated ($)
2019
2018
1,432,258
(71,952)
1,029,078
2,389,384
1,491,841
(114,173)
812,817
2,190,485
(i) the average credit period on sales of goods and rendering of services is 30 days. An allowance has been made for
estimated irrecoverable trade receivable amounts arising from the past sale of goods and rendering of services,
determined by reference to past default experience. Refer to note 19(6) for ageing of receivables.
31
1. Accounting policy
Trade receivables, which generally have 30 day terms, are recognised and carried at original invoice amount less an
allowance for any uncollectible amounts. An allowance for doubtful debts is made when there is objective evidence that
the Group will not be able to collect the debts. Bad debts are written off when identified.
The Group adopted AASB 9 for the first time during the year ended 30 June 2019. The adoption of AASB 9 resulted in
credit losses being recognised in the allowance for doubtful debts under an expected credit loss (ECL) model. ECLs are
a probability weighted estimates of credit losses which are discounted at the effective interest rate of the financial asset.
Credit losses are measured as the present value of all cash shortfalls. The impact from adopting AASB 9 during the year
ended 30 June 2019 was an additional expense of $13,378 from assessing the lifetime expected credit losses based on the
history of past bad debts written off the Group after considering a provision matrix which grouped debtors into product
lines. The Group has not retrospectively adjusted the prior period comparative balances or opening balances on adoption
of AASB 9.
2. Allowance for doubtful debts reconciliation
At 30 June 2019, trade receivables of the Group with a nominal value of $71,952 (2018: $114,173) were impaired.
The allowance for doubtful debts was $71,952 (2018: $114,173). The movement in the allowance for doubtful debts is
as follows:
At 1 July
Provision for impairment recognised during the year
Receivables written off during the year as uncollectable
Trade receivables provided for but collected
Note 9: Other Current Assets
Prepayments
Term deposit
Deferred expenditure
Sundry debtors
(*) Prior year comparative for prepayments has been adjusted. Reallocation from accrued expenses.
Note 10: Other Financial Assets
Security Deposits
Consolidated ($)
2018
17,893
187,180
(90,900)
-
114,173
Consolidated ($)
2018 (*)
443,168
217,665
166,566
108,085
935,484
2019
114,173
104,846
(81,335)
(65,730)
71,952
2019
480,484
231,365
115,707
98,085
925,641
Consolidated ($)
2019
2018
10,454
10,454
-
-
Note 11: Plant and Equipment
Plant and equipment, at cost
Less accumulated depreciation
Net carrying amount
Leasehold improvements, at cost
Less accumulated depreciation
Net carrying amount
Make good assets, at cost
Less accumulated depreciation
Net carrying amount
Notes to the Financial Statements
2019
286,589
(240,053)
46,536
2,740
(2,152)
588
16,299
(9,919)
6,380
Consolidated ($)
2018
269,279
(184,304)
84,975
2,740
(1,576)
1,164
-
-
-
Total net carrying amount
53,504
86,139
Reconciliations:
Consolidated ($)
Plant &
Leasehold
Make Good
Total
Equipment
Improvements
Assets
Movements:
Net carrying amounts as at 30 June 2017
Disposals
Additions
Depreciation write-back on disposals
Depreciation charges
Net carrying amounts as at 30 June 2018
Net carrying amounts as at 30 June 2018
Disposals
Additions
Depreciation charges
Net carrying amounts as at 30 June 2019
1. Accounting policy
(i) Cost
121,763
(57,062)
59,985
51,875
(91,586)
84,975
84,975
-
17,310
(55,749)
46,536
166
-
1,740
-
(742)
1,164
1,164
-
-
(576)
588
-
-
-
-
-
-
-
-
16,299
(9,919)
6,380
121,929
(57,062)
61,725
51,875
(92,328)
86,139
86,139
-
33,609
(66,244)
53,504
Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Such cost
includes the cost of replacing parts that are eligible for capitalisation when the cost of replacing the parts is incurred.
(ii) Depreciation
Depreciation is calculated on a straight-line basis over the estimated useful life of the assets.
Leasehold improvements are amortised over the period of the lease or the estimated useful life, whichever is the shorter,
using the straight-line method. The following estimated useful lives are used in the calculation of depreciation and
amortisation:
• Plant and equipment: 2 – 14 years
• Leasehold improvements: 1 – 6 years
The assets’ residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each
financial year end.
(iii) De-recognition and disposal
An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are
expected from its use or disposal.
Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and
the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised.
Note 12: Intangible Assets
Licences
Riyo
Goodwill
Customer
NetSuite
Pistachio
Total
Platform
relationships
customer
connector
(i)
contracts
(ii)
Year ended 30 June 2018
At 1 July 2017, net of
2,302,857
-
accumulated amortisation
and impairment
Additions
Amortisation
-
-
600,000
(10,000)
At 30 June 2018, net of
2,302,857
590,000
(i)
-
-
-
-
-
-
-
-
-
-
- 2,302,857
-
-
600,000
(10,000)
- 2,892,857
- 2,892,857
-
-
-
-
-
2,302,857
590,000
-
-
-
-
244,515
172,197
175,456
100,000
692,168
(120,000)
-
(34,438)
(33,808)
-
2,693
1,503
1,524
-
-
(188,246)
5,720
2,302,857
470,000
247,208
139,262
143,172
100,000 3,402,499
accumulated amortisation
and impairment
Year ended 30 June 2019
At 1 July 2018,
net of accumulated
amortisation and impairment
Additions
Amortisation
FX Revaluation
At 30 June 2019, net of
accumulated amortisation
and impairment
(i) Purchase of Spectrum
The licenses intangible asset reflects the carrying value of the unimpaired amount paid for the purchase of the exclusive
reseller agreement with NetSuite for the JCurve ERP edition of the NetSuite software. This Agreement with NetSuite
provides JCurve Solutions with the exclusive selling rights for the JCurve ERP edition of the NetSuite business software
for an indefinite period and was the basis on which Interfleet Pty Ltd immediately became a five star NetSuite partner on
becoming a NetSuite Solution Provider in August 2016. The agreement was the basis from which the Company has built
its ERP practice. The NetSuite JCurve ERP reseller agreement provides that in the event of cancellation of the Agreement,
the customers of JCurve would be assigned to NetSuite and NetSuite would be required to pay JCurve Solutions a royalty
of 30% of the future revenue stream to NetSuite for a 3-year period which along with an increasing level of license
commission and service revenue which is generated from the sale of NetSuite editions indicates that it is unlikely that
there will be an impairment in future periods.
Refer to Note 25 for further information on the acquisition of Spectrum.
Notes to the Financial Statements
(ii) Pistachio Connector
On 8 April 2019, JCurve Business Software Pty Ltd, a 100%
owned subsidiary of JCurve Solutions Limited, purchased
the JConnect E-Commerce connector from Pistachio
Media. The E-Commerce connector links a customers
website to the JCurve edition of NetSuite. JCurve Business
Software Pty Ltd previously operated under a licensing
arrangement with Pistachio Media with both customers
managed directly through JCurve Business Software Pty
Ltd as well as some customers directly being managed by
Pistachio Media.
2. Significant accounting judgments,
estimates and assumptions
(i) Impairment of intangibles with indefinite
useful lives
The Group determines whether goodwill and intangibles
with indefinite useful lives are impaired at least on an
annual basis. This requires an estimation of the recoverable
amount of the cash generating units to which the goodwill
and intangibles with indefinite useful lives are allocated.
(ii) Useful life of the Riyo Platform
The total cost of the asset acquisition was $100,000 which
The Group has determined that the useful life of the Riyo
was settled in cash on 27 June 2019. Purchase costs of
Platform is 5 years with the useful life to be amortised on a
$3,480 were included in professional fees in the Statement
straight line basis over the five year period.
of Profit or Loss and Other Comprehensive Income for the
3. Impairment testing of intangible assets
with indefinite lives
(i) Licenses – ERP
The licenses intangible asset reflects the carrying value of the
ERP relationship with Oracle NetSuite.
The recoverable amount of the Australian ERP practice has
been determined based on a value in use calculation using
cash flow projections covering a 5-year period. The discount
rate applied to the value in use calculations was 15%. A long
term growth rate of 4% has been assumed as has a terminal
value. Based on these value in use calculations, there is no
impairment for the year ended 30 June 2019 (2018: nil).
The carrying value of the NetSuite License remains
$2,302,857.
If the discount rate applied was 10% higher the recoverable
amount would decrease by $213,399 and if the discount
rate applied was 10% lower the recoverable amount would
increase by $231,785. If the long term growth rate projection
applied was 10% lower than the amount forecast, the
recoverable amount would decrease by $280,387 and if the
long term growth rate projection applied was 10% higher
the recoverable amount would increase by $282,297.
year ended 30 June 2019.
1. Accounting policy
(i) Intangible assets – Licenses and other
intangible assets
Intangible assets acquired separately or in a business
combination are initially measured at cost. The cost of
an intangible asset acquired in a business combination
is its fair value as at the date of acquisition. Following
initial recognition, intangible assets are carried at cost
less any accumulated amortisation and any accumulated
impairment losses. Internally generated intangible
assets, excluding capitalised development costs, are not
capitalised and expenditure is charged against profits in
the year in which the expenditure is incurred.
The useful lives of intangible assets are assessed to be
either finite or indefinite. Intangible assets with finite
lives are amortised over the useful life and assessed
for impairment whenever there is an indication that the
intangible asset may be impaired. The amortisation period
and the amortisation method for an intangible asset with a
finite useful life is reviewed at least at each financial year-
end. Changes in the expected useful life or the expected
pattern of consumption of future economic benefits
embodied in the asset are accounted for by changing the
amortisation period or method, as appropriate, which is a
change in accounting estimate. The amortisation expense
on intangible assets with finite lives is recognised in
profit or loss in the expense category consistent with the
function of the intangible asset.
Intangible assets with indefinite useful lives are tested for
impairment annually either individually or at the cash-
generating unit level. Such intangibles are not amortised.
The useful life of an intangible asset with an indefinite life
is reviewed each reporting period to determine whether
indefinite life assessment continues to be supportable.
If not, the change in the useful life assessment from
indefinite to finite is accounted for as a change in an
accounting estimate and is thus accounted for on a
prospective basis.
35
Note 13: Trade and Other Payables
Current:
Trade payables (*)
Other payables
Accrued expenses
Deferred consideration
Consolidated ($)
2019
2018 (*)
1,527,278
530,376
853,812
352,383
704,432
701,102
1,072,200
-
3,263,849
2,477,734
(*) Prior year comparative for trade payables has been adjusted. Reallocation from prepayments.
(**) Trade payables are non-interest bearing and are normally settled on 30-day terms. Information regarding the effective interest rate and credit
risk of current payables is set out in Note 19.
1. Accounting policy
Trade payables and other payables are carried at amortised costs and represent liabilities for goods and services provided
to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make
future payments in respect of the purchase of these goods and services. Trade and other payables are presented as
current liabilities unless payment is not due within 12 months.
Note 14: Unearned Income
Current:
Unearned Income
Non Current:
Unearned Income
1. Accounting policy
Consolidated ($)
2019
2018
2,023,347
2,720,858
181,738
2,205,085
-
2,720,858
Unearned income is carried at amortised cost and represents amounts billed to customers in advance of the revenue
being recognised in accordance with the revenue recognition policy outlined in note 3. Unearned income is presented as a
current liability unless the performance obligations associated with the revenue will be satisfied in greater than 12 months.
Note 15: Provisions
Current:
Annual leave
Long service leave
Non-current:
Long service leave
Make good provision
Consolidated ($)
2019
2018
244,957
86,469
331,426
64,486
23,925
88,411
231,120
32,671
263,791
55,017
-
55,017
Notes to the Financial Statements
1. Accounting policy
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation. Provisions are not recognised for future operating losses.
When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the
reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating
to any provision is presented in the Statement of Profit or Loss and Other Comprehensive Income net of any reimbursement.
Provisions are measured at the present value or management’s best estimate of the expenditure required to settle the
present obligation at the end of the reporting period.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the
risks specific to the liability. The current pre-tax rate used for discounting purposes is 12% (2018: 12.5%).
When discounting is used, the increase in the provision due to the passage of time is recognised as an interest expense.
Note 16: Share Capital
Ordinary shares issued and fully paid (i)
Unissued shares
(i) Fully paid ordinary shares carry one vote per share and carry the right to dividends.
Movement in ordinary shares on issue
At 1 July 2017
Share by back and cancellation (a)
At 30 June 2018
Share by back and cancellation (a)
At 30 June 2019
1. Accounting policy
Consolidated ($)
2019
2018
17,382,891
17,382,891
205,357
205,357
17,588,248
17,588,248
No.
$
331,906,900
17,382,891
(4,050,000)
-
327,856,900
17,382,891
-
-
327,856,900
17,382,891
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are
shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new
shares or options for the acquisition of a new business are not included in the cost of acquisition as part of the purchase
consideration.
2. Share Option Plan - Acquisition of JCurve Business Software
JCurve Solutions Limited issued 35,714,284 options (valued at $1,572,144) as part consideration for the acquisition of JCurve
Solutions Pty Ltd by its’ subsidiary JCurve Business Software Pty Ltd in October 2013. Refer to Note 24(ii) for further information.
Note 17: Reserves
Equity Benefits Reserve
Balance at the start of the year
Shares cancelled under Employee Share Plan
Issued rights under Employee Incentive Scheme
Balance at the end of the year
Consolidated ($)
2019
2018
1,803,880
1,762,054
-
15,307
4,608
37,218
1,819,187
1,803,880
37
Foreign Currency Translation Reserve
Balance at the start of the year
Currency translation differences arising during the year
Balance at the end of the year
1. Accounting policy
Consolidated ($)
2019
2018
-
(1,070)
(1,070)
-
-
-
The Group provides benefits to employees (including senior executives) of the Group in the form of share-based
payments, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions).
The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined by an external valuer using the Black-
Scholes model, further details of which are given in Note 24(i).
In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to
the price of the shares of JCurve Solutions Limited (market conditions) if applicable.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in
which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become
fully entitled to the award (the vesting period).
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the
extent to which the vesting period has expired and (ii) the Group’s best estimate of the number of equity instruments that
will ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect
of these conditions is included in the determination of fair value at grant date. The Statement of Profit or Loss and Other
Comprehensive Income charge or credit for a period represents the movement in cumulative expense recognised as at
the beginning and end of that period.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon
a market condition.
If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been
modified. In addition, an expense is recognised for any modification that increases the total fair value of the share-based
payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification.
If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet
recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and
designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were
a modification of the original award, as described in the previous paragraph.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per
share (see Note 6).
2. Significant accounting judgments, estimates and assumptions: Share based payment
transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined by an external valuer using a Black -
Scholes model, using the assumptions as detailed in the notes to the financial statements.
Notes to the Financial Statements
Note 18: Critical Judgements, Estimates and Assumptions
The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future
events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying
amounts of certain assets and liabilities within the next annual reporting period are:
• Revenue recognition - Identification of performance obligations – refer to note 3;
• Revenue recognition – Satisfaction of performance obligations – refer to note 3;
• Impairment of intangibles with indefinite useful lives – refer to note 12;
• Useful life of the Riyo Platform - refer to note 12;
• Share-based payment transactions – refer to note 17; and
• Recovery of deferred tax assets – refer to note 5;
Note 19: Financial Instruments and Risk Management
1. Capital risk management
Capital risk is managed and monitored by liaising with banks and communicating with shareholders. JCurve Solutions
considers new government legislation and monitors the market place by canvassing information from stockbrokers
and investors.
When managing capital, management’s objective is to ensure the entity continues as a going concern as well as to maintain
optimal returns to shareholders and benefits for other stakeholders. Management also aims to maintain a capital structure
that ensures the lowest cost of capital available to the entity. Management adjust the capital structure as necessary to take
advantage of favourable costs of capital or high returns on assets. As the market is constantly changing, management may
change the amount of dividends to be paid to shareholders, return capital to shareholders, issue new shares or sell assets to
reduce debt.
(i) Categories of financial instruments
Financial assets
Cash and cash equivalents
Receivables
Other current assets
Other financial assets
Financial liabilities
Payables
Consolidated ($)
2019
2018
4,765,339
2,389,384
231,365
10,454
4,487,536
2,190,485
217,665
-
3,263,849
2,477,734
The Group has no derivative instruments in designated hedging relationships.
2. Financial Risk Management
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of
measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset,
financial liability and equity instrument are outlined above in the relevant note.
The Group’s principal financial liabilities are trade payables and unearned income which arise during the course of
operations. The Group has various financial assets such as trade receivables and cash and short-term deposits, which
arise directly from its operations.
The Group’s policy throughout 2019 has remained that no trading in derivatives shall be undertaken. The main
risks arising from the Group’s financial instruments are cash flow interest rate risk, liquidity risk, and credit risk. The
Board of Directors reviews and agrees on policies for managing each of these risks which are summarised on the
following pages.
39
Notes to the Financial Statements
3. Interest Rate Risk
The following table sets out the carrying amount, by maturity, of the Group’s financial instruments including those exposed
to interest rate risk:
Within
1 year
1 to 5
years
Total
Weighted average
effective interest rate
Consolidated ($)
Year ended 30 June 2019
Financial assets
Non interest bearing:
Trade and other receivables
Other Current Assets
Floating rate:
Cash Assets
Other Current Assets
Financial liabilities
Payables
Year ended 30 June 2018
Financial assets
Non interest bearing:
Trade and other receivables
Other Current Assets
Floating rate:
Cash Assets
Other Current Assets (*)
Financial liabilities
Payables
2,389,384
694,276
3,083,660
4,765,339
231,365
4,996,704
8,080,364
3,263,849
3,263,849
2,190,485
717,819
2,908,304
4,487,536
217,665
4,705,201
7,613,505
2,477,734
2,477,734
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,389,384
694,276
3,083,660
4,765,339
231,365
4,996,704
8,080,364
3,263,849
3,263,849
2,190,485
717,819
2,908,304
4,487,536
217,665
4,705,201
7,613,505
2,477,734
2,477,734
%
0.15%
2.04%
0.28%
2.13%
For all financial instruments, the net fair value approximates their carrying value.
No financial assets and financial liabilities are readily traded on organised markets in standardised forms.
Interest on financial instruments classified as floating rate is fixed at intervals of less than one year. The other financial
instruments of the Group that are not included in the above tables are non-interest bearing and are therefore not subject
to interest rate risk.
(*) Prior year comparatives have been adjusted to reallocate $482,087 from interest bearing liabilities to non interest
bearing liabilities.
40
Interest rate risk sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for both derivative and non-
derivative instruments at the reporting date and the stipulated change taking place at the beginning of the financial year
and held constant throughout the reporting period. A 50 basis point increase or decrease is used when reporting interest
rate risk internally to key management personnel and represents management’s assessment of the change in interest rates.
At reporting date, if interest rates had been 50 basis points higher or lower and all other variables were held constant,
the Group’s net profit before tax would increase by $24,915 and decrease by $10,188 respectively (2018: increase by
$23,525 and decrease by $10,117). This is mainly attributable to the Group’s exposure to interest rates on its variable
rate cash deposits.
4. Price Risk – Equity and Commodity
The Group’s exposure to commodity and equity securities price risk is minimal.
5. Foreign Currency Risk
Following the acquisition of Spectrum and establishment of a Philippines centre of excellence, the Group is now exposed
to foreign currency risk from movements in the Australian dollar relative to the Singapore and US Dollar’s and Philippine
Peso. Foreign currency risk arises from future transactions and recognizing assets and liabilities denominated in a
currency that is not the Group’s functional currency.
The Group seeks to limit its exposure to foreign currency risk, by maintaining a bank account denominated in
Singapore dollars and is in the process of setting up a Philippines bank account denominated in Philippine Peso so that
income received from Asian customers is deposited and held in the overseas currency without the need to transact in
multiple currencies.
The Group’s exposure to foreign currency risk at the reporting date is as follows (in AUD translated balances):
Year ended 30 June 2019
Cash and cash equivalents
Trade and other receivables
Other Current Assets
Total Current Assets
Property, plant and equipment
Intangible assets
Total Non Current Assets
Total Assets
Trade and other payables
Unearned income
Provisions - current
Total current liabilities
Total Liabilities
Net Assets
2019
12,605
215,095
120,435
348,135
2,783
529,642
532,425
880,560
438,846
133,657
15,337
587,840
587,840
292,720
2018
-
-
-
-
-
-
-
-
-
-
-
-
-
-
For the year ending 30 June 2019, if the average exchange rate for AUD:SGD had been 10% lower or higher and all other
variables were held constant, the Group’s net profit before tax would decrease by $21,716 and increase by $17,767
respectively (2018: decrease by nil and increase by nil).
Notes to the Financial Statements
6. Credit Risk
Credit risk arises from the financial assets of the Group, which comprise cash and cash equivalents, trade and other
receivables. The Group’s exposure to credit risk arises from potential default of the counter party, with a maximum exposure
equal to the carrying amount of these instruments. Exposure at balance date is addressed in each applicable note.
The Group does not hold any credit derivatives to offset its credit exposure.
The Group trades only with recognised, creditworthy third parties, and as such collateral is not requested nor is it the
Group’s policy to securitise its trade and other receivables.
It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures
including an assessment of their independent credit rating, financial position, past experience and industry reputation.
Risk limits are set for each individual customer in accordance with parameters set by the board. These risk limits are
regularly monitored.
Receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not
significant.
At 30 June 2019, the ageing analysis of trade receivables is as follows:
Consolidated
Total
$
0-30
days
$
0-30
days
CI*
$
31-60
days
31-60
days
61-90
days
CI*
PDNI*
$
$
$
61-90
days
CI*
$
+91
days
PDNI*
$
+91
days
CI*
$
2019
2018
1,432,258 1,013,134
1,015
207,913
1,015
73,727
1,015
100,009
34,430
1,491,841 1,050,739
-
62,553
-
201,592
-
62,784
114,173
* PDNI - Past due not impaired
CI - Considered impaired
The receivables which are past due but not considered impaired was $173,736 (2018: $264,376).
The provision for doubtful debts as at 30 June 2019 is $71,952 (2018: $114,173). The provision for doubtful debts includes
expected credit losses of $13,378 which were recognised on adoption of AASB 9 (2018: nil).
Other balances within trade and other receivables do not contain impaired assets and are not past due. It is expected that
these other balances will be received when due.
7. Liquidity Risk Management
Ultimate responsibility for liquidity risk management rests with the board of directors, who have built an appropriate
liquidity risk management framework for the management of the Group’s short, medium and long-term funding and
liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves and banking
facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets
and liabilities.
Note 20: Commitments
1. Remuneration Commitments
There are no commitments for the payment of salaries and other remuneration under long-term employment contracts in
existence at the reporting date.
2. Operating Lease Commitments
The Group had the following operating lease commitments at balance date:
42
Within one year
After one year but not more than five years
2019
494,226
282,300
776,526
Consolidated ($)
2018
305,954
496,395
802,349
Operating lease commitments are in respect of the Chatswood office, St Kilda office, an office in Singapore, a serviced
office in Singapore as well as telephone and printer leases.
(i) Accounting policy - Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of
ownership to the lessee. All other leases are classified as operating leases.
Assets held under finance leases are initially recognised at their fair value or, if lower, the present value of the minimum
lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the
Statement of Financial Position as a finance lease obligation.
Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a
constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income,
unless they are directly attributable to qualifying assets, in which case they are capitalised.
Finance leased assets are depreciated on a straight-line basis over the estimated useful life of the asset.
Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where
another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are
consumed.
Note 21: Contingencies
1. Contingent Liabilities
The Group does not have any contingent liabilities.
Note 22: Events Occurring After the Reporting Period
No matters or circumstances have arisen since 30 June 2019 that significantly affect, or may significantly affect:
• the Group’s operations in future financial years, or
• the results of those operations in future financial years, or
• the Group’s state of affairs in future financial years.
Note 23: Statement of Significant
Accounting Policies
1. Basis of Preparation
The financial report is a general-purpose financial report, which has been prepared in accordance with the requirements
of the Corporations Act 2001, Accounting Standards and Interpretations and complies with other requirements of the law.
The financial report also complies with International Financial Reporting Standards (IFRS) as issued by the International
Accounting Standards Board (IASB). JCurve Solutions Limited is a for-profit entity for the purposes of preparing the
financial statements.
The accounting policies detailed below have been consistently applied to all years unless otherwise stated. The financial
report is for the consolidated entity consisting of JCurve Solutions Limited and its subsidiaries.
The financial report has also been prepared on a historical cost basis.
The financial report is presented in Australian dollars and all values are rounded to the nearest dollar.
Notes to the Financial Statements
2. Changes to presentation
The classification of some prior period comparatives have been adjusted to reflect an internal reporting change in the
presentation of financial statement line items which the Company believes will assist users with their understanding of the
Annual Report. There was no net overall profit or loss effect from the reclassification.
3. New accounting standards and interpretations not yet adopted
In the year ended 30 June 2019, the Directors have reviewed all of the new and revised Standards and Interpretations
issued by the AASB that are relevant to the Company and effective for the current annual reporting period. The Directors
have determined that there is no material impact of the new and revised Standards and Interpretations on the Group and,
therefore, no change is necessary to Group accounting policies.
Certain new accounting standards and interpretations have been published that are not mandatory for the 30 June
reporting period and have not been early adopted by the Group. The Group’s assessment of the impact of these new
standards and interpretations which are most relevant to the Group are set out below:
(i) AASB 16 Leases
AASB 16 was issued to replace AASB 117 Leases and a number of interpretations. AASB 16 will provide a comprehensive
model for the identification of lease arrangements and their treatment in the financial statements of both lessees
and lessors.
The new standard will have three possible main changes on the Group’s accounting for leases:
• Enhanced guidance on identifying whether a contract contains a lease;
• A completely new leases accounting model for lessees that require lessees to recognise all leases
on balance sheet except for short-term leases and leases of low value assets; and
• Enhanced financial statement disclosures.
The new standard will result in almost all leases being recognised on the Statement of Financial Position. The current
distinction between operating and finance leases will be removed with an asset (the right to use the leased item) and a
liability (rental payments) being recognised.
Lessor accounting will not significantly change under AASB 16.
The Group has adopted the new standard from 1 July 2019 under the modified retrospective approach. On adoption
of AASB 16, the Group will be recognizing leased liabilities in relation to leases which had previously been classified as
operating leases under AASB 117. The adoption of AASB 16 will also result in the recognition of a right of use asset.
AASB 16 will impact the Group’s operating leases which are outlined in Note 20. As at 30 June 2019, the Group had
non-cancellable operating lease commitments of $776,526 (2018: $802,349). The Group has assessed that the impact of
adopting AASB 16 from 1 July 2019 is the recognition of leased liabilities totalling $727,859 and the recognition of right of
use assets totaling $727,859.
There are no other standard that are not yet effective and that would be expected to have a material impact on the Group
in the current or future periods.
4. Statement of Compliance
The financial report was authorised for issue on 26 August 2019.
The financial report complies with Australian Accounting Standards, which include Australian equivalents to International
Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report, comprising the financial
statements and notes thereto, complies with International Financial Reporting Standards (IFRS).
5. Basis of Consolidation
The consolidated financial statements comprise the financial statements of JCurve Solutions Limited and its subsidiaries as
at 30 June each year (the Group).
The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using
consistent accounting policies.
44
In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and
profit and losses resulting from intra-group transactions have been eliminated in full. Subsidiaries are fully consolidated
from the date on which control is transferred to the Group and cease to be consolidated from the date on which control
is transferred out of the Group. Control exists where the company has the power to govern the financial and operating
policies of an entity so as to obtain benefits from its activities.
The acquisition of subsidiaries has been accounted for using the purchase method of accounting. The purchase method
of accounting involves allocating the cost of the business combination to the fair value of the assets acquired and the
liabilities and contingent liabilities assumed at the date of acquisition. Accordingly, the consolidated financial statements
include the results of subsidiaries for the period from their acquisition.
Note 24: Share-Based Payment Plans
(i) Shares issued under Equity Incentive Plan
The equity incentive plan was approved by shareholders at the Annual General Meeting held on 22 November 2016.
On 27 June 2017, 10,000,000 performance rights (valued at $27,500) were issued to employees under the plan. These
performance rights were revalued to $54,862 following an increase in the JCurve Solutions Limited share price during the
year. On 9 October 2017, 1,500,000 performance rights (valued at $30,933) were issued to employees under the plan.
Each performance right has a nil exercise price and convert into one fully paid ordinary share in JCurve Solutions Limited
upon meeting the vesting conditions. The performance rights vest on 31 August 2019. If the vesting conditions are not met
the performance right lapses on 31 August 2019.
During the year ended 30 June 2019, 1,500,000 performance rights (valued at $30,933) were cancelled under the plan
when the service condition associated with the performance rights were not met.
The share-based payment expense is recognised in the Statement of Profit or Loss and Other Comprehensive Income
evenly over the vesting period.
(ii) Share Option Plan – Acquisition of JCurve Business Software
JCurve Solutions Limited issued 35,714,284 options (valued at $1,572,144) as part consideration for the acquisition of
JCurve Solutions Pty Ltd by its subsidiary JCurve Business Software Pty Ltd.
The contractual life of each option granted is between 3 and 5 years. There are no cash settlement alternatives.
The following table illustrates the number (No.) and weighted average exercise prices of and movements in share options
issued during the year:
2019
2018
No.
Weighted average
No.
Weighted average
exercise price
exercise price
Outstanding at the beginning of the year
8,928,571
$0.000001
17,857,142
$0.000001
Expired during the year
(8,928,571)
Granted during the year
Outstanding at the end of the year
Exercisable at the end of the year
-
-
-
-
-
-
(8,928,571)
-
-
-
8,928,571
$0.000001
8,928,571
8,928,571 of options expired during the year.
Notes to the Financial Statements
Note 25: Business Combinations
Acquisition of the Spectrum Partner Group
On 17 December 2018, JCurve Solutions Asia Pte Ltd, a 100% owned subsidiary of the Group purchased all of the business
and assets of Spectrum Partner Group Pte Ltd (Spectrum), a NetSuite two star partner domiciled in Singapore.
The purchase price is to be paid across a completion payment of S$300,000 (paid on the 13/12/2018) and a deferred
payment in August 2019 based on the level of income generated by the Singapore business for the year ending 31 March
2019 plus qualifying opportunities for the following three months to 30 June 2019. Based on the latest available forecasts
obtained pre-acquisition as part of the due diligence phase, the Group estimated the deferred payment to be S$300,000
(A$311,333). After closing more qualifying opportunities in the April to June 2019 period, than originally forecast, the
deferred payment which is due to be paid by 31 August 2019 was S$334,074 (A$351,805). The $40,472 difference between
the estimated deferred payment and actual deferred payment has been released to the Statement of Profit or Loss and
Other Comprehensive Income and is included in other expenses.
Acquisition related costs of $17,252 were included in due diligence costs in the Statement of Profit or Loss and Other
Comprehensive Income for the year ended 30 June 2019.
The fair values of the identifiable assets acquired as part of the acquisition is as follows:
NetSuite customer contracts
Customer relationships
Sundry debtors
Fair value of identifiable net assets
Goodwill arising on acquisition
Consideration
Fair value at
Fair value at
acquisition date
acquisition date
(S$)
165,326
168,455
31,460
365,241
234,759
600,000
(A$)
172,197
175,456
32,767
380,420
244,515
624,935
It is expected that the acquisition of the Spectrum will deliver the Group additional synergies through a reduction in
the overall cost base of the ERP delivery team as the ERP division grows, while it is expected that the Group will be able
to increase sales through the Asian market through the ultiisation of the marketing and finance departments from the
Group’s head office. These synergies are recognised through the goodwill balance recognised. In addition the acquisition
by JCurve Solutions will see the Group receive NetSuite five-star partner margins on Spectrum customers eligible for
commission, where pre-acquisition only two star partner margins were received. This synergy has been recognised
through the NetSuite customer contracts balance recognised.
Net cash outflow arising on acquisition
The cash outflow on acquisition was $312,467 (S$300,000) with a further deferred payment to be paid in August 2019
based on the performance factors outlined above.
The acquisition of Spectrum affected the year ended 30 June 2019 consolidated result as follows:
Revenue
Less: expenses
Loss before tax
30 June 2019
$
354,558
(549,999)
(195,441)
The Group has not disclosed the revenue or profit or loss as though the acquisition date for business combination
occurred at the start of the financial year as such disclosure would not be reliable with the acquired entities financial
statements being unaudited.
46
The useful life of the NetSuite customer contracts intangible asset was assessed as 2.5 years, with the intangible asset
being amortised from 18 December 2018 evenly over the 2.5 year period.
The useful life of the customer relationships intangible asset was assessed as 2.5 years, with the intangible asset being
amortised from 18 December 2018 evenly over the 2.5 year period.
Note 26: Remuneration of Auditors
The auditor of JCurve Solutions Limited is BDO East Coast Partnership.
Amounts received or due and receivable by BDO East Coast Partnership for an
audit or review of the financial report of the entity and any other entity in the
consolidated group
Consolidated ($)
2019
2018
72,084
72,084
72,576
72,576
Note 27: Related Party Transactions
1. Subsidiaries
The consolidated financial statements include the financial statements of JCurve Solutions Limited and the subsidiaries
listed in the following table.
Country of Incorporation
2019
2018
% Equity Interest
Name
JCurve Business Software Pty Ltd
Fleet Manager Pty Ltd
Phoneware Pty Ltd
Interfleet Pty Ltd
The Full Circle Group Pty Ltd
JCS Tech Solutions Pty Ltd
JCurve Solutions Asia Pte Ltd
JCurve Mobile Services Pty Ltd
JCurve Solutions Philippines Inc
Australia
Australia
Australia
Australia
Australia
Australia
Singapore
Australia
Philippines
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
-
JCurve Solutions Limited is an Australian entity and the ultimate parent of the Group. JCurve Business Software Pty Ltd,
Fleet Manager Pty Ltd, Phoneware Pty Ltd, Interfleet Pty Ltd, The Full Circle Group Pty Ltd, JCurve Mobile Services Pty Ltd
and JCS Tech Solutions Asia Pte Ltd are all incorporated in Australia. JCurve Solutions Asia Pte Ltd was incorporated on
the 22nd of December 2016 and is domiciled in Singapore. JCurve Solutions Philippines Inc was incorporated on the 23rd of
February 2019 and is domiciled in the Philippines.
2. Key Management Personnel Compensation
The aggregate compensation made to directors and other key management personnel of the Group is set out below:
Short-term employee benefits
Post-employment benefits
Other long-term benefits
Share-based payments
Total Compensation
2019
1,606,333
135,142
38,054
15,308
Consolidated ($)
2018
1,414,304
112,077
16,463
41,825
1,794,837
1,584,669
Note 28: Parent Entity Financial Information
Financial position
Notes to the Financial Statements
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Net Assets
Equity
Issued capital
Accumulated losses
Reserves
Total equity
Financial Performance
Net profit for the year
2019
$
3,178,881
3,065,070
6,243,951
1,446,792
37,902
1,484,694
2018
$
2,841,559
2,625,282
5,466,841
1,043,704
62,423
1,106,127
4,759,257
4,360,714
17,588,248
(14,648,179)
1,819,188
4,759,257
Year ended
30 June 2019
$
383,235
17,588,248
(15,031,414)
1,803,880
4,360,714
Year ended
30 June 2018
$
661,801
48
Directors’ Declaration
In the opinion of the directors:
(a)
the financial statements and notes set out on pages 19 to 48 are in accordance with the Corporations Act 2001,
including:
(i)
complying with the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional
reporting requirements; and
(ii) giving a true and fair view of the Group’s financial position as at 30 June 2019 and of its performance for the
financial year ended on that date; and
(b)
there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due
and payable.
Note 23 (4) confirms that the financial statements also comply with International Financial Reporting Standards as issued
by the International Accounting Standards Board.
The Directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by
Section 295A of the Corporations Act 2001.
This declaration is signed in accordance with a resolution of the Board of Directors.
Bruce Hatchman
Chairman
Dated 26 August 2019
Tel: +61 2 9251 4100
Fax: +61 2 9240 9821
www.bdo.com.au
Level 11, 1 Margaret St
Sydney NSW 2000
Australia
INDEPENDENT AUDITOR'S REPORT
To the members of JCurve Solutions Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of JCurve Solutions Limited (the Company) and its subsidiaries
(the Group), which 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 and the statement
of cash flows for the year then ended, and notes to the financial report, including a summary of
significant accounting policies and the directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2019 and of its
financial performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance
with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
BDO East Coast Partnership ABN 83 236 985 726 is a member of a national association of independent entities which are all members of BDO Australia Ltd
ABN 77 050 110 275, an Australian company limited by guarantee. BDO East Coast Partnership and BDO Australia Ltd are members of BDO International Ltd,
a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved
under Professional Standards Legislation.
Recognition of license and implementation revenue
Key audit matter
How the matter was addressed in our audit
AASB 15 Contracts with Customers uses
Our audit procedures to address the key audit matter included,
a five step model to recognise revenue.
but were not limited to, the following:
A number of judgements and estimates
are made in order to determine the
point at which performance obligations
are met and revenue can be recognised.
The disclosure in connection with the
recognition of license and
implementation revenue can be found in
Note 3.
Due to the nature of these key estimates
and judgements, and given the financial
significance of revenue to the users of
the financial report, revenue recognition
of license and implementation revenue
has been determined as a key audit
matter.
•
Performing testing, on a sample basis, of management’s
judgement in relation to application of “Go-live” date during
the year and subsequent to year end to ensure revenue was
recorded in the correct accounting period;
•
Review the operating effectiveness of internal controls in
relation to the judgements associated with the satisfaction
of identified performance obligations;
•
Reviewing a sample of deferred revenue balances at year
end to ensure that revenue was appropriately deferred in
accordance with the progress of individual projects;
•
Selecting a sample of projects during the year and agreeing
them to customer contracts to ensure that revenue and
deferred revenue were correctly calculated in accordance
with AASB 15 and the Group’s revenue accounting policies.
Acquisition Accounting
Key audit matter
How the matter was addressed in our audit
As disclosed in Note 25 of the financial
Our audit procedures to address the key audit matter included,
report, JCurve Solutions Limited
but were not limited to, the following:
acquired the business and assets of the
Spectrum Partner Group (an entity
incorporated in Singapore).
AASB 3 Business Combinations requires a
number of judgements to be made in the
acquisition accounting
The audit of the acquisition is a key
audit matter due to the significant
judgment and complexity involved in
assessing the determination of the fair
value of identifiable intangible assets
and the final purchase price which
included contingent deferred
consideration.
•
Reviewing the acquisition agreement to understand the key
terms and conditions, and confirming our understanding of
the transaction with management;
•
Assessing the estimation of the contingent consideration by
challenging the key assumptions;
•
Comparing the assets recognised on acquisition against the
historical financial information of the acquired businesses;
•
Obtaining the calculation of the fair value of net identifiable
intangible assets acquired to critically assess the
determination of the fair values;
•
Reviewing the recoverability of the intangible assets
recorded as part of the business combination to ensure they
remain recoverable in light of performance following
acquisition; and
•
Auditing the disclosures associated with the acquisition to
ensure they are complete and accurate and reflect the
requirements of AASB 3.
Other information
The directors are responsible for the other information. The other information comprises the
Chairman’s letter, Directors Report (excluding the audited Remuneration Report) and Shareholders
Information the year ended 30 June 2019, but does not include the financial report and the auditor’s
report thereon.
Our opinion on the financial report does not cover the other information and 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 Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the 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 ability of the group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:
http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June
2019.
In our opinion, the Remuneration Report of JCurve Solutions Limited, for the year ended 30 June 2019,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
BDO East Coast Partnership
Gareth Few
Partner
Sydney, 26 August 2019
Shareholder Information
1. Distribution of shareholder and listed option holder numbers
Category
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 - and over
Ordinary
68
13
46
201
198
530
Units
6,122
37,633
398,567
9,694,673
317,719,905
327,856,900
% of Issued Capital
0.00%
0.01%
0.12%
2.96%
96.91%
100.00%
There are 161 shareholders that hold less than a marketable parcel as at 16 August 2019.
2. Substantial shareholders
The names of the substantial shareholders listed in the Group’s register as at 30 June 2019 and 16 August 2019 are
outlined below, based on the shareholders last lodged Substantial Shareholder notice:
Shareholder
Gramell Investments Pty Limited
Mark Jobling
Philip Ewart
3. Voting rights
30 June 2019
16 August 2019
Number of
ordinary
% held of
ordinary
Number of
ordinary
% held of
ordinary
shares held
share capital
shares held
share capital
83,124,215
51,204,301
27,267,804
25.35%
15.47%
8.30%
83,124,215
51,204,301
31,075,654
25.35%
15.47%
9.48%
At members’ meetings, each eligible voter (i.e. eligible member, proxy, attorney or representative of an eligible member)
has one vote on a show of hands; and one vote on a poll (except where a share has not been fully paid, that share will only
confer that fraction of one vote which has been paid, and if the total number of votes does not constitute a whole number,
the fractional part of that total will be disregarded). This is subject to the following:
• Where any calls due and payable have not been paid;
• Where there is a breach of a restriction agreement;
• Where a member and their proxy or attorney are both present at the
meeting, or if more than one proxy or attorney is present;
• Where a vote on a particular resolution is prohibited by the Corporations
Act 2001, Listing Rules, ASIC or order of a Court.
4. Company secretary
6. Register of securities
The name of the company secretary is David Franks.
The registers of securities are held at the following address:
5. Registered office
Automic Registry Services
Level 5/126 Phillip St, Sydney NSW 2000
The address of the principal registered office in Australia is:
1300 288 664 or +61 2 9698 5414
Level 8, 9 Help Street
Chatswood NSW 2067
54 7. Top 20 Registered Holders – Ordinary Shares as of 16 August 2019
Name
GRAMELL INVESTMENTS PTY LIMITED
MR MARK CHRISTOPHER JOBLING
DR PHILIP GORDON WILSON EWART &
MRS KYLIE EWART
MR GREGORY PETER WILSON
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
JACANA GLEN PTY LTD
POTENTATE INVESTMENTS PTY LTD
SHANMAC PTY LTD
ROUND ETERNAL INVESTMENTS PTY LTD
P EWART INVESTMENTS PTY LTD
1
2
3
4
5
6
7
8
8
9
10
VERSAILLES HOLDINGS PTY LTD
11
MR DAVID JAMES FRANKS &
12
13
14
15
MR WALTER GEORGE FRANKS
MR CHARLES BYRON SMITH
BUFF HOLDINGS PTY LTD
MR STEPHEN CANNING
MR PETER GRAHAM DORAN &
MRS BARBARA LINDA DORAN
16
MR TRENT ROSS WATSON &
MS GAY MCCARTHY &
MS ZANA BRODZELI
17
MR ANDREW JOHN PETTINELLA
17
INVIA CUSTODIAN PTY LIMITED
17
18
19
20
MR SIMON JAMES OGILVIE
ATTENBOROUGH SUPERANNUATION MANAGERS PTY LTD
MS KATRINA MAREE FIORE
GLEN ALPINE PTY LTD
TOTAL HELD BY TOP 20 HOLDERS
TOTAL HELD BY REMAINING SHAREHOLDERS
Number of
% of Ordinary
Ordinary Shares
Shares Held
83,124,215
25.35%
47,899,564
24,849,499
14.61%
7.58%
9,000,000
6,777,180
6,500,000
6,330,943
6,000,000
6,000,000
5,856,470
5,800,000
4,206,174
3,785,600
3,500,000
3,233,418
2,271,973
2.75%
2.07%
1.98%
1.93%
1.83%
1.83%
1.79%
1.77%
1.28%
1.15%
1.07%
0.99%
0.69%
2,121,742
0.65%
2,100,000
2,000,000
2,000,000
2,000,000
1,975,534
1,970,710
239,303,022
88,553,878
0.64%
0.61%
0.61%
0.61%
0.60%
0.60%
72.99%
27.01%
8. Stock exchange listing– ordinary shares (as of 30 June 2019)
Quotation has been granted for all the ordinary shares of the Company on the Australian Securities Exchange.
9. Restricted securities
As at 30 June 2019 and 16 August 2019 there are no restricted security classes recorded in the Company’s share register.
10. Unquoted securities
The unquoted securities of the Company as at 16 August 2019 are:
10,000,000 Performance Rights are outlined below:
Number of Performance Rights
Exercise Price
Expiry Date
Number of Holders
10,000,000
$Nil
31 August 2019
5
11. Listing Rule 3.13.1 and 14.3
Further to Listing Rule 3.13.1 and Listing Rule 14.3, the Annual General Meeting of JCurve Solutions is scheduled for 19
November 2019.
56 JCurve Solutions Limited
ABN 63 088 257 729
Level 8, 9 Help Street
Chatswood NSW 2067
P +61 2 9467 9200