Annual Report 2015 TABLE OF CONTENTS RESULTS AT A GLANCE CHAIRMAN’S REPORT CFO REPORT AMERICAS REPORT EMEA REPORT ASIA PACIFIC REPORT DIRECTORS DIRECTORS’ REPORT AUDITOR’S INDEPENDENCE DECLARATION STATEMENT OF PROFIT & LOSS AND OTHER COMPREHENSIVE INCOME STATEMENT OF FINANCIAL POSITION STATEMENT OF CASH FLOWS STATEMENT OF CHANGES IN EQUITY NOTES TO THE FINANCIAL STATEMENTS DIRECTORS’ DECLARATION INDEPENDENT AUDIT REPORT ADDITIONAL INFORMATION CORPORATE DIRECTORY 1 2 4 6 8 10 11 12 25 27 28 29 30 31 64 65 66 69 © 2015 Infomedia Ltd. All rights reserved worldwide. This document may not be reproduced in whole or in part without the express written permission of Infomedia Ltd. This Annual Report may contain forward looking statements. Please refer to page 72 for an explanation of forward looking statements and the risks, uncertainties and assumptions to which they are subject. INFOMEDIA.COM.AU AUD $m AUD $m RESULTS AT A GLANCE Sales Revenue Net Profit After Tax (NPAT) AUD $m EBITDA Dividends per Share AUD ¢ Key Figures Financial Year Sales Revenue ($m) NPAT ($m) EBITDA ($m) DPS (¢) 2011 44.1 10.0 18.8 2.40 2012 45.7 8.5 17.7 2.40 2013 48.7 10.1 20.1 2.82 2014 57.1 12.3 24.6 3.78 2015 60.4 13.2 25.0 3.89 INFOMEDIA.COM.AU 1 CHAIRMAN’S LETTER Dear fellow shareholders, I am pleased to report your Company is in a very solid position, laying foundations for future growth. For FY2015 we announced sales revenue of $60.4 million, up 6% on last financial year, and a profit of $13.2 million, up 8% on FY2014. The Company continues to generate strong cash flows: cash flow from operating activities increased by 30% to $16.1 million, driven by increased profit and a reduction in working capital. The Board declared a final dividend of 1.70 cents per share bringing the total dividend for the year to 3.89 cents per share. The Board further approved a fully franked special dividend of 0.25 cents per share. Despite the vagaries of the global economy, our market remains strong. Car owners continue to need to service their cars and dealerships are using increasingly sophisticated technology to build their customer relationships and improve the sustainability of their own operations. This is the sweet spot in which our products shine. As the benefits of our products became more apparent, we saw a healthy interest in our social media channels over FY2015. In particular, I would refer you to our YouTube channel to learn more about our products and watch some of the recommendations we are receiving from satisfied customers. We continue to invest in our products to ensure that they remain at the forefront in their field from the perspectives of technology platforms and customer expectations. During FY2015 we signed several contracts of interest across our regions and as I look forward to FY2016 I see similar opportunities, with new and renewed contracts driving growth and populating a healthy global pipeline. The Superservice suite of products continues to prove its worth and our EPC business remains strong. You will read more detail on all this in the reports from the executives who lead our business in the Americas; Europe, Middle East and Africa (EMEA); and the Asia-Pacific. Board Renewal Over the past two years, we have undertaken a gradual but transformational process of Board renewal: This followed his retirement as the Executive Chairman in March 2014. He remains in an advisory role as Director Emeritus; • In late 2013 Myer Herszberg, a founding Director of Infomedia, announced his intention to retire from the Board. On 31 August 2015, that day arrived. The Board acknowledges and thanks Myer for the contribution he has made to Infomedia’s success over the many years of his association with the company; • We appointed two new Directors to fill the casual vacancies arising from Richard’s and Myer’s retirements. Anne O’Driscoll joined the Board in December 2014 and Bart Vogel joined the Board on 31 August 2015. Anne’s finance and governance experience, and Bart’s wealth of experience in the IT antd telecommunications strategic consulting across the Asia Pacific region were key drivers in their selection as independent Non-Executive Directors. With these appointments, I believe our group of Non-Executive Directors has the range and depth of experience necessary to represent the shareholders and support management as Infomedia moves ahead in realising its growth potential. Furthermore, in late August, the Company accepted the resignation of Andrew Pattinson as CEO and began an international search for his replacement. Andrew has been with Infomedia for 27 years and I would like to take this opportunity on behalf of the Board to recognise and thank him for his unparalleled service. This year the Board appointed new committee Chairs and updated the Charters for our Audit & Risk and Remuneration & Nomination committees, bringing them into line with recognised best practise for a company of our size. The Charters are available on our website. Conclusion In summary, I fully expect that this will also be a challenging year, but we anticipate continued growth and to maintain our margins. Our strategy remains to deliver long term sustainable growth and our model of recurring revenue continues to offer a reliable basis on which to deliver our ambition. I trust you will find this Annual Report of interest, and on behalf of the Board I extend an invitation to attend our Annual General Meeting at our head office in Frenchs Forest, Sydney, on 22 October, 2015. I look forward to welcoming you there. • Richard Graham, Infomedia’s visionary founder, stepped down from his role as a Non-Executive Director in November 2014. Frances Hernon Chairman 2 INFOMEDIA.COM.AU CHAIRMAN’S LETTER “For FY2015 we announced sales revenue of $60.4 million, up 6% on last financial year, and a profit of $13.2 million, up 8% on FY2014.” INFOMEDIA.COM.AU 3 CFO REPORT For the 2015 financial year, the Company achieved Sales Revenue of $60.4m and Net Profit After Tax of $13.2m. This compares to the 2014 financial year where Sales Revenue totalled $57.1m and Net Profit After Tax was $12.3m. Operating Cash flow increased by $3.8m to $16.3m. As reported, a final dividend of 1.70 and a special dividend of 0.25 cents was paid to shareholders of record as at 2 September 2015, bringing the total dividends for the year to 3.89 cents (a 3% increase on the prior year). The Company dividend policy allows for a dividend of between 75% and 85% of NPAT. At 30 June 2015, the Company remained debt free, with $16.1m in cash on the balance sheet. Operational Performance During FY2015, the Company continued its work on a new subscription engine to allow for self-serve ordering, billing and the ability to offer sale of product components to an expanded customer base. As the customer base grows, it is increasingly important to streamline order processing and invoicing, in order to maintain administrative cost control and improve profit margins. Financial Performance FY2015 Net Profit After Tax increased by 8% to $13.2m, and the NPAT margin increased by 0.4% to 21.9%. Earnings per share increased by 7%, to 4.3 cents per share. Sales Sales revenue increased by 6% or $3.2m. Electronic Parts Catalogue Solutions (EPC) revenue grew by $2.5m, Superservice revenue maintained 2014 levels, and other revenue grew by $0.7m. Operational Costs The increase in operational costs in the 2015 financial year reflects the ongoing investment in global business development, and the roll-out of Superservice, particularly in the U.S. The cost base remains predominantly located in Australia, with an element of costs flowing from the U.K. and U.S. offices. Research & Development The Company maintained its investment in R&D as it continued to work on further enhancing and integrating Superservice. DMS integration continued during 2015 as the industry continues to require IT systems to communicate more effectively. The Company is committed to ensuring it remains a key integration partner in the industry. Capitalisation of R&D costs reduced in 2015, due to relatively more work being performed on commercialised products, as opposed to new products. Foreign Exchange The average AUD spot rates versus the USD and EUR through FY2015 were lower than FY2014. This contributed to a positive variance in profit compared to the prior year. The Company was hedged at rates higher than the spot rates, and thus recorded a hedging loss of $0.6m during the year. Despite the hedging loss, the net positive FX impact relative to FY2014 was $2.2m. The Year Ahead The Company expects further investment in business development, and investment in activities relating to the expansion of the Superservice customer base and R&D. During the 2016 financial year, the Company will upgrade its ERP system onto a globally recognised product. Based on current FX rates, the Company anticipates a positive FX impact in the 2016 financial year. The geographical split and growth of Sales for FY2015 is shown in the chart below. Russel King Chief Financial Officer Sales Revenue $’000 FY2014 FY2015 65000 55000 45000 35000 25000 15000 5000 4 INFOMEDIA.COM.AU CFO REPORT “...the Company remained debt free, with $16.1m in cash on the balance sheet.” INFOMEDIA.COM.AU 5 AMERICAS REPORT FY2015 has been a year of positive progress in the Americas region on many fronts. Our recent efforts in the area of market development to establish Superservice as brand of choice for OEMs and dealerships is starting to pay off. We are seeing meaningful progress in both new sales and pipeline activity. A year ago, we discussed the Superservice pilots that were starting in the Americas, as well as the third party strategy to support installation and training. Now, at the conclusion of financial year 2015, we can share that we are commercially selling Superservice with great success, and the third party engagements are established and expanding. The Superservice pilots represented varying sizes of dealerships for multiple franchises, and proved what has been known and experienced across the globe; that Superservice provides tremendous value for small, medium and large dealerships, alike. You will want to view the unscripted testimonials from the Toyota and Hyundai dealerships that share the value Superservice brings to their Fixed Operations processes; providing service transparency, customer satisfaction, significant operational efficiencies and business insight through analytics. No other solution brings the value of VIN-precise information to the entire service process. These are available for viewing on the Infomedia website and YouTube channel. With this, in February 2015, Hyundai Motor America began endorsing Superservice to all dealerships as an enabler to their workshop strategies. This endorsement has netted a solid trajectory of growth and reference for other franchise sales. Over 2015, we commenced a competitive process to select third parties to support the installation and training engagements. As of now, we have entered into three non-exclusive agreements with a Canadian, U.S. and global provider. Further, we have secured additional certifications with Dealer Management System (DMS) providers in the U.S. and Canada, adding to our list of partners where we provide seamless two-way integration between Superservice and the dealership’s DMS. FY2016 will introduce further DMS and Dealer System Provider (DSP) integration with Superservice. Switching to our Microcat platform; our EPC based products experienced steady growth with great adoption of the Business Intelligence Reporting (BIR) by both dealerships and OEMs. Growth is somewhat masked by the removal of DVD subscriptions for customers that had previously subscribed to both our online catalog and maintained a single DVD for back up. After experiencing the industry leading reliability of our online catalog, they no longer feel that a DVD back up is warranted. Our Latin American markets have experienced economic volatility, both in dealership operation and currency. Throughout, we have been successful in maintaining subscription stability and are poised to expand Superservice into these markets. Superservice pilots are now being staged for Mexico and other Latin American markets, as well as Canada. Looking ahead for FY2016, we’re excited about growth opportunities for Superservice within the Hyundai U.S. dealership network. The Americas is well positioned for growth, as we look to expand the Superservice platform with new offerings for the Americas market. Karen Blunden CEO, IFM Americas 6 AMERICAS REPORT “...Superservice provides tremendous value for small, medium and large dealerships, alike.” INFOMEDIA.COM.AU 7 EMEA REPORT FY2015 has built on the foundations established in the previous year. The EMEA automotive markets continue to recover from the economic headwinds, and are now back to strong and healthy growth. Whilst the debt situation in Greece has been a concern for most of the year, the growth in the Northern European markets such as France, Germany, UK and the Nordic countries has offset these issues. The renewed investment in Aftersales means OEMs are now on the lookout for the most efficient tools and systems to support their dealership networks. This year we have seen significant network roll-outs of Superservice Triage across France, Spain, Italy and Ireland, with a number of other markets scheduled to go live in the coming months. With these wider market roll-outs, the OEMs are realising the power of a cloud-based application that can provide real-time reporting and metrics on every facet of the Aftersales operation. As the OEMs start to benefit from the additional transparency and process improvement, we are using the early adopters as brand advocates to positively influence new business development activities across the region. The ability to clearly demonstrate ROI has generated increased traction in sales for the Superservice platform across all European markets. In FY2014, we launched Superservice Connect, an online service booking solution in the first Kia market. During FY2015, we launched a further four new Kia markets, and based on this ongoing success, we also have a number of EMEA countries expected to go live in FY2016. satisfaction and loyalty that the online booking application delivers. Despite us choosing not to renew the Jaguar Land Rover menu pricing contract, we have still seen growth with Superservice Menus. We have recently launched Superservice Menus with Kia Poland, and signed LoA’s with a number of other markets to be launched in the upcoming months. Operationally, FY2015 has also been a busy year with all of our major European markets completing the migration from the DVD-based Microcat to the cloud-based system. Similar to the successes we have seen with Superservice Triage, the move to a cloud-based solution is beginning to drive real benefits to both dealerships and OEMs, as they measure and track the performance of their networks. These wider roll-outs of our cloud-based products wouldn’t be possible without the robust service levels the Superservice platform gives us. In our dealings with OEMs, it is a key differentiator that Infomedia is able to bring to bear in the face of competition from smaller local providers. OEMs are drawn to our ability to deliver a stable, supported infrastructure alongside world class customer service in 13 languages. It is allowing OEMs such as Kia to deploy a standard Aftersales experience throughout their dealership network across the region. I believe that with the continued investment in both integration to the Dealer Management Systems and in our own analytics tools, we are well positioned for the age of Big Data in the Parts and Service space. As we look to FY2016, I am excited to continue deepening our relationships with our existing customers, as well as winning new ones. On top of that, we also have significant interest in Superservice Connect from some of our other Superservice Menus customers in Europe, who are eager to capitalise on the increased customer Jason Thorpe Managing Director, IFM Europe 8 INFOMEDIA.COM.AU EMEA REPORT “...OEMs are realising the power of a cloud-based application that can provide real-time reporting and metrics on every facet of the Aftersales operation.” INFOMEDIA.COM.AU 9 ASIA PACIFIC REPORT FY2015 was a positive year for Infomedia in the Asia Pacific region, with our team achieving sales growth in both Microcat and Superservice product lines. In addition to that, new agreements were established with several OEMs that will deliver a promising pipeline for FY2016 and FY2017. Steady new vehicle sales, longer ownership periods, and further investment in dealership facilities and networks, are presenting opportunities for our Company in the Asia Pacific region. Unique market conditions remain in the region’s biggest markets: China and India. In China, an increase in dealership numbers has led to organic growth of Microcat; while in India, we signed an agreement with Jaguar Land Rover to deploy our Superservice Triage eVHC solution to their dealership network. Increasingly, Tier 1 and Tier 2 OEMs have earmarked Parts and Service Departments and the Aftersales customer experience, as key pillars in establishing and maintaining brand loyalty. This has resulted in OEMs bringing to market new and revised Aftersales programs such as Fixed Price Servicing, and placing a greater emphasis on how these programs are presented to vehicle owners. Our Superservice Menus solution is attracting significant interest as a means to rolling out these initiatives via online and dealership touchpoints. During the year, our Superservice Triage eVHC solution gained significant traction. In Australia, dealerships using Triage are reporting outstanding performance results and ROI. Our new subscribing dealerships are capturing $52 dollars in additional parts and labour sales on each Repair Order. This validates the leading ability of Triage to grow genuine parts and labour sales for all franchised dealerships, of all sizes. From a productivity standpoint, Technicians and Service Advisors have been impressed by Triage’s fast, measurable and mobile-friendly approach to vehicle inspections, noting remarkable performance improvement when compared to manual processes. The productivity benefits of Triage are set to become even better in FY2016, with new and improved DMS integration capabilities expected to be deployed for Asia Pacific. The ability to access a full report of repair requirements along with photo and video evidence, allows customers to instantly authorise repair work on-the-go via smartphones and tablets, is aligned with customer expectations for complete transparency and convenience. This has resulted in increased trust in service staff and easier purchase decisions for vehicle owners, helping dealerships close more sales as a consequence. With customer retention continuing to be a big challenge for OEMs, our Superservice platform is a ready-made solution to improve dealership processes and customer satisfaction. New OEM partnerships were established with Nissan Australia, Volvo Australia and General Motors Asia Pacific for our Superservice Menus service quoting solution. Existing agreements were also renewed with Toyota Australia, Mercedes- Benz Australia, Subaru Australia and Suzuki Queensland. On the parts side, more markets across the region transitioned to the cloud version of Microcat EPC; which provides access to the latest parts information and eliminates the downtime associated with loading multiple DVD discs. Microcat EPC agreements were renewed with Ford Asia Pacific, Toyota Australia, Toyota New Zealand and Honda Australia. Over the course of the year, Microcat users gained access to new features and capabilities that cement the application as the region’s most powerful and productive EPC. The Company’s lubricant recommendations business has also seen strong growth, with an increase in subscriptions registered. We welcomed four new oil companies as customers from Australia, and anticipate more oil companies to subscribe to our leading edge lubricant data solution in FY2016. Overall, we are placed well to grow. The growing acceptance from OEMs and dealerships of the Superservice platform and in particular Triage eVHC, coupled with their ever-increasing focus on the Aftersales customer experience, puts us in good shape for the future. Our agreements with new OEMs and associated product introductions are promising signs to expanding the business in FY2016 and beyond. Michael Roach Director Asia Pacific & Global Marketing 10 INFOMEDIA.COM.AU DIRECTORS’ REPORT Fran Hernon Andrew Pattinson Myer Herszberg Clyde McConaghy Anne O’Driscoll DIRECTORS Directors were in office from the beginning of the financial year until the date of this report, unless otherwise stated. The names and details of the Directors of the Company in office during the financial year and until the date of this report are: Names, qualifications, experience and special responsibilities Fran Hernon MAICD Independent Non-Executive Chairman Fran was appointed Non-Executive Chairman in February 2014. She had previously held the role of Lead Non-Executive Director and first joined the Board in June 2000, just prior to the Company’s listing on ASX. Fran has extensive experience in media, publishing, communications and technology. Her last executive role was as Corporate Affairs Manager for Nestlé Australia. Previous roles included account management for IT&T at Insurance Australia Group Limited and managing editor of NRMA’s Open Road magazine. She began her career in journalism progressing to senior editorial positions in News Limited and Murdoch Magazines; Director of Publicity at Channel Ten and general manager of a communications firm. Andrew Pattinson Chief Executive Officer and Executive Director Andrew was appointed to the role of Chief Executive Officer and as a Director of the Company on 27 September 2013. He has worked with the Company since 1988 developing experience across its operations. His past roles in the Company include Director of Global Solutions & Systems (2009 – 2013), founding Managing Director of Infomedia’s European business (2004 – 2009), General Manager of Datateck Publishing Pty Limited (2000 – 2004) and Chief Operating Officer (1994 – 2000). Myer Herszberg Non-Executive Director Myer has been a member of the Board since 1992 shortly after the Company was founded. He has extensive consumer electronics experience and was active in bringing home computers and other leading edge electronic products to Australia starting in the 1980s. He is an active investor in a number of businesses, particularly in the commercial property market, and is also active in a number of community service organisations. Clyde McConaghy BBus, MBA, FAICD Independent Non- Executive Director Chairman of Remuneration & Nomination Committee Clyde joined the Board in November 2013. He is now Chairman of the newly reconstituted Remuneration & Nomination Committee and was formerly the Chairman of the Audit & Risk Committee. Clyde is also a Director of Serko Limited and Managing Director of Optima Boards, an advisory firm for companies, family offices and charitable entities worldwide. He is a former Director of Integrated Research Limited and World Markets Research Centre Plc. Clyde has worked in publishing, media, online and technology sectors as well as senior roles in BMW Australia and a Director in The Economist Intelligence Unit in London and has lived and worked in the UK, Germany, China and Australia. Anne O’Driscoll FCA, GAICD, ANZIIF (Fellow) Independent Non-Executive Director Chairman of Audit & Risk Committee Anne joined the Board in December 2014 and took over as Chairman of the Audit & Risk Committee during 2015. Anne is also a Director of Steadfast Group Limited, the insurance subsidiaries of Commonwealth Bank Limited, (known as CommInsure) and MDA National Insurance Pty Limited. Her last executive role was as CFO of Genworth in Australia from 2009 to 2012. Prior to that she spent over 13 years with NRMA/Insurance Australia Group Limited in a range of roles in finance, strategy, investor relations and governance. Before that she worked in accounting firms, now PWC and Deloitte, in Sydney, London and Dublin. Directorships of Other Listed Companies Name Company Period of directorship Fran Hernon Andrew Pattinson Myer Herszberg Clyde McConaghy None None None Serko (NZX) Integrated Research (ASX) From 2014 From 2007 to 2014 World Markets Research Centre Plc (LSX) From 2000 to 2002 Anne O’Driscoll Steadfast Group Limited From 2013 11 DIRECTORS’ REPORT PRINCIPAL ACTIVITIES Infomedia Ltd is a company limited by shares that is incorporated and domiciled in Australia. The principal activities during the period of entities within the consolidated group were: • developer and supplier of electronic parts catalogues and service systems for the automotive industry globally; and • information management, analysis and creation for the domestic automotive and oil industries. There have been no significant changes in the nature of those activities during the year. EMPLOYEES The company employed 250 (2014: 242) full time employees as at 30 June 2015. DIVIDENDS Final dividends recommended: On ordinary shares – final – 1.70 cents unfranked On ordinary shares – special – 0.25 cents fully franked Dividends paid in the year: Cents $’000 1.70 0.25 5,257 773 On ordinary shares – 2015 interim, unfranked 1.94 5,975 Final for the 2014 year: On ordinary shares – as recommended in the 2014 report, fully franked 1.89 5,801 NET TANGIBLE ASSETS PER SECURITY Net tangible assets per share at 30 June 2015 Net tangible assets per share at 30 June 2014 REVIEW AND RESULTS OF OPERATIONS Cents 2.9 2.5 The following table presents sales revenue and profit after tax. There were no non-recurring significant items during the 2015 or 2014 financial years: Sales revenue Foreign exchange movement on hedges closed out during the period Profit after tax CONSOLIDATED 2015 $’000 60,385 (554) 59,831 13,232 2014 $’000 57,143 (2,663) 54,480 12,279 12 INFOMEDIA.COM.AU DIRECTORS’ REPORT REVIEW AND RESULTS OF OPERATIONS (CONTINUED) Earnings Per Share (cents) 2015 ($’000) 4.30 2014 ($’000) 4.02 Movement 7% The results for the year ended 30 June 2015 show that the Company’s Net Profit After Tax (NPAT) grew by 7.8% to $13.2m and Sales revenues grew by 5.7% to $60.4m. The increase in Sales Revenue was driven by growth in all major product lines. Electronic Parts Catalogue Solutions (EPC) revenue grew $2.5m, Superservice revenue maintained 2014 levels and other revenue grew by $0.7m. In constant currency terms, sales revenue rose by $1.8m and operating costs increased $2.7m. Foreign currency translations favourably affected constant currency EBITDA over the prior year by $2.2m. Consequently, the Company achieved an EBITDA (excluding capitalisation of research and development) of $17.9m, an increase of $1.4m (8.5%). The Company saw decreased capitalisation and amortisation during the year and a higher tax expense. Cash flows from operations increased $3.8m to $16.3m due to increased sales and tighter control over working capital. The Company is debt free and had $16.1m cash as at 30 June 2015. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS There has been no significant change in the state of affairs of the Company since the last Directors’ Report. MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR The Board has declared an unfranked final dividend payment of 1.70 cents per share which is 85% of full year NPAT, the maximum under its dividend policy. In recognition of the strong cash flow in FY15, the Board has also declared a special dividend payment of 0.25 cents per share, fully franked. These dividends, together with the interim dividend of 1.94 cents, result in a total cash dividend of 3.89 cents for the full year which is 3% higher than the prior year. The record date to determine entitlements to the dividend distribution is 2 September 2015 and the date on which the dividend is payable is 15 September 2015. There has been no matter or circumstance that has arisen since the end of the financial year that has significantly affected the operations of the Company, the results of those operations, or the state of affairs of the Company. ENVIRONMENTAL REGULATION AND PERFORMANCE The Company is not subject to any particular or significant environmental regulation under a law of the Commonwealth of Australia or of a State or Territory. BUSINESS STRATEGY The Company strives to deliver returns that grow consistently for our shareholders by focusing on core strategic plans and objectives including: • Customer focus: The Company values its customers and seeks to develop deep and enduring customer relationships based on alignment of strategic goals and objectives. The Company enjoys several long standing relationships with major OEM (Original Equipment Manufacturer) partners and their dealers as testament to the enduring nature of the Company’s relationships; • Innovation: Delivering innovative, class leading products and services. The Company remains focused on re- investment in ongoing product research & development efforts to remain abreast of the ever evolving requirements of its customer base both in the immediate and the longer term. In particular, the Company believes that its ‘Superservice™’ products remain well poised to capitalise on the increasing requirement to deliver heavily integrated, end to end parts and servicing solutions to increasingly tech- savvy dealers; • Markets: The Company continually seeks to identify new and emerging trends within developed and emergent economies, and seeks to align itself to capitalise on those opportunities wherever possible. Infomedia enjoys a strong presence in North America, 13 INFOMEDIA.COM.AU DIRECTORS’ REPORT Europe and Asia-Pacific markets and will increasingly look towards new and emerging markets as the rate of technology adoption increases over time within those markets. Asia, the Middle East and Latin South America are expected to yield growth opportunities over the next decade; • Delivery: To meet anticipated increases in demand, the Company continues to develop highly scalable networks and partnerships to increase the speed and quality of Infomedia’s products and services among its customers. The Company seeks to preserve its financially strong position whilst delivering targeted growth in line with its medium to longer term objectives of increasing the penetration and utilisation of its products and services on a global scale. Growth is pursued in accordance with appropriate risk appetites and is balanced against ongoing delivery of tangible shareholder returns. OUTLOOK The global automotive industry is increasingly focussed on end-customer value and retention. ‘After sales’ customer care and service are viewed as core drivers of recurring revenue streams for manufacturers. Increasingly dealers seek to build customer loyalty, trust and retention by providing greater transparency and surety to their customer base with regards to the ongoing servicing and maintenance costs of their vehicles. Manufacturers increasingly seek efficiency gains to sustain margin typified by ‘capped price’ servicing and other like initiatives. Infomedia remains well poised to deliver its class leading solutions that align with the goals and objectives of its OE partners in this respect. Looking ahead, Infomedia remains optimistic in its outlook as it seeks to drive organic growth via its increasingly integrated, end-to- end ‘Superservice™’ range of software offerings. Infomedia’s ongoing investment in research and development aims to ensure the ongoing relevance of Infomedia’s products and services to its customer base both in the immediate, and the longer term. Based on its assessment of current operating environments, the Company expects to continue along a growth trajectory by focussing on its core strategies and revenue drivers. RISKS In seeking to achieve its strategic goals, Infomedia is subject to a number of risks which may materially adversely affect operating and financial performance. The Company adopts a rigorous risk management process which is an integral part of the Company’s corporate governance structure but some risks are outside Infomedia’s control. Some of the key risks (in no particular order and non- exhaustively) include: Risk Description Risk management strategies Loss of key licence agreements • Continued access to OEM parts information is integral to several of the Company’s product lines. Loss of key customers • The relatively concentrated motor manufacturing industry leads to a degree of revenue concentration. • Management of key account relationships • Continued investment to sustain market leading products • Customer service focus, including working with customers to modify offerings to meet their needs • Management of key account relationships • Continuing focus on identification of new OEM licence agreements to reduce concentration • Participation in industry forums and other marketing opportunities to ensure prominent industry positioning • Adding value to the customer solutions in order to remain as a technology of choice. Product obsolescence or substitution • Products do not keep up with developments in market needs • Competitors or OEMs may develop superior products • Close monitoring of market developments and direction and OEM strategies • Continued investment in research and development to sustain market leading position Intellectual property risk • Piracy of data and direct and indirect costs of responding People risk • Loss of key executives • Loss of key customer relationships • Network and product structuring and monitoring to identify and limit unauthorised access • Legal restraints • Migration from disc based products • Multiple touch points with key customers as part of relationship management • Incentives for key executives • Career development opportunities Back office infrastructure failure • Back office facilities and systems inadequate for the future development and needs of the business • Close monitoring of current systems by experienced programmers and users • Investing in new financial and customer management systems 14 INFOMEDIA.COM.AU DIRECTORS’ REPORT SHARE OPTIONS Unissued shares At the date of this report, there were 1,953,334 unissued ordinary shares under options. Refer to Note 18 of the financial statements for further details of the options outstanding. Shares issued as a result of the exercise of options There were 2,473,332 shares issued as a result of the exercise of options during the year. Since the end of the financial year there have been no options exercised. INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS During the year the Company paid a premium in relation to insuring Directors and other officers against liability incurred in their capacity as a Director or officer of the Company. The insurance contract specifically prohibits the disclosure of the nature of the policy and amount of premium paid. REMUNERATION REPORT – AUDITED This remuneration report outlines the director and executive remuneration arrangements of the Company and the Group in accordance with the requirements of the Corporations Act 2001 and its regulations. For the purposes of this report, key management personnel (KMP) of the Group are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company and the Group, directly or indirectly, including any director (whether executive or otherwise) of the parent company. Details of Key Management Personnel (i) Directors Frances Hernon Non-executive Chairman Myer Herszberg Non-executive Director Clyde McConaghy Non-executive Director Richard Graham* Non-executive Director Anne O’Driscoll+ Non-executive Director (ii) Executives Andrew Pattinson Chief Executive Officer and Executive Director Russel King^ Chief Financial Officer Karen Blunden CEO IFM Americas Michael Roach General Manager Asia Pacific Nick Georges Company Secretary and Legal Counsel * Resigned 30 November 2014 . + Appointed 15 December 2014. ^ Appointed 15 August 2014. Compensation Philosophy The performance of the Company depends upon the quality of its directors and executives. To prosper, the Company must attract, motivate and retain highly skilled directors and executives. To this end, the Company embodies the following principles in its compensation framework: • Provide competitive rewards to attract high calibre executives; • Link executive rewards to shareholder value; and • Establish appropriate performance hurdles in relation to variable executive compensation. 15 INFOMEDIA.COM.AU DIRECTORS’ REPORT REMUNERATION REPORT (CONTINUED) - AUDITED Remuneration Decisions As noted in last year’s Annual Report, during FY2014, your Directors undertook a review of Infomedia’s approach to both executive and non-executive remuneration. Ms. Hernon as Chairman engaged Mr. Ian Crichton of CRA Plan Managers Pty Limited to consider whether the Company’s remuneration strategy was in keeping with current corporate governance and best practice. Mr. Crichton made several recommendations (Crichton Review) which the Directors accepted. Following from the Crichton Review, a new Remuneration & Nomination Committee was established in January 2015. This Remuneration & Nomination Committee now has responsibility for overseeing the levels and structure of both executive and non-executive remuneration. Compensation Structure For the reporting year Infomedia’s approach was, in accordance with best practice corporate governance recommendations, to maintain the structure of non-executive Director and senior executive compensation as separate and distinct. The total remuneration package of all executives is designed to ensure an appropriate mix of fixed remuneration with both short-term and long-term incentive opportunities. Non-executive Director Compensation Objective The Board seeks to set aggregate compensation at a level which provides the Company with the ability to attract and retain directors of appropriate calibre, whilst incurring a cost which is acceptable to shareholders. Structure The Constitution and the ASX Listing Rules specify that the aggregate compensation of non-executive Directors shall be determined from time to time by a general meeting. An amount not exceeding the amount determined is then available between the Directors as appropriate. For the year ended 30 June 2015 non-executive Directors’ compensation totalled $326,663 (2014: $297,593); the cost increase due to appointments and resignations during FY14 and FY15. The latest determination was at the Annual General Meeting held on 30 October 2002 when shareholders approved a maximum aggregate compensation of $450,000 per year. The Board has historically considered advice from external consultants as well as the fees paid to non-executive Directors of comparable companies when undertaking a review process. Non-executive director fees now fall within the responsibilities of the Remuneration & Nomination Committee. Senior Executive and Executive Director Compensation Objective The Company aims to reward executives with a level and mix of compensation commensurate with their position and responsibilities within the Company and so as to: • reward executives for Company and individual performance against targets set by reference to appropriate benchmarks; • align the interests of executives with those of shareholders; • link reward with the strategic goals and performance of the Company; and • ensure total compensation is competitive by market standards. The Company’s policy is to pay at the median level for roles as measured against market data. The Company subscribes to a leading remuneration database service for this purpose. Structure In determining the level and make-up of executive compensation, the Company engages an external consultant from time to time to provide independent advice but more typically conducts its own market salary review of similar companies to determining the level and make-up of executive compensation. Compensation consists of the following key elements: Fixed Compensation; Variable Compensation - Short Term Incentive (STI); and Variable Compensation - Long Term Incentive (LTI) The recommendations flowing from the Crichton Review resulted in a number of changes to the Company’s short and long term incentive scheme. These have now been adopted in the form of a new Executive Incentive Plan (Plan). These changes took effect from 1 July 2014 and have been incorporated into all Key Management Personnel (KMP) service agreements. The Plan awards KMP both 16 INFOMEDIA.COM.AU DIRECTORS’ REPORT REMUNERATION REPORT (CONTINUED) – AUDITED STI and LTI awards on a rolling annual timetable and align these STI and LTI awards with corporate goals and targets (Performance Goals) resulting in at least 40% of KMP’s total remuneration being at risk. The actual proportion of fixed compensation and variable compensation (potential short term and long term incentives) is established for KMP by the Board through the Remuneration & Nomination Committee. Other executive salaries are determined by the CEO with reference to market conditions. Fixed Compensation Objective The level of fixed compensation is set so as to provide a base level of compensation which is both appropriate to the position and is competitive in the market. Fixed compensation is reviewed periodically by the Remuneration Committee for KMP. Other executive positions are reviewed periodically by the CEO. Structure Executives are given the opportunity to receive their fixed (primary) compensation in a variety of forms including cash, novated vehicle leasing and/or salary sacrificing into superannuation. It is intended that the manner of payment chosen will be optimal for the recipient without creating undue cost for the Company. Variable Compensation – Short Term Incentive (STI) Objective The objective of STI compensation is to link the achievement of both individual performance and Company performance with the compensation received by the executive. Structure The structure of STI compensation is a cash bonus dependent upon a combination of individual performance objectives and Company objectives being met. STI awards are in the form of cash bonuses and are subject to Performance Goals which include a combination of metrics including adjusted EBITDA, NPAT, Group Monthly Recurring Revenue (MRR) (as a measure of increasing subscription levels) and Regional Sales Revenue. STI hurdles are approved by the Board during its annual Group Budget process. In FY2015 the Performance Goals were not met and, therefore, KMP will not receive any STI related cash bonuses. Variable Compensation – Long Term Incentive (LTI) Objective The objective of the LTI plan is to reward executives in a manner which aligns this element of compensation with the creation of shareholder wealth. As such LTI grants are made to executives who are able to influence the generation of shareholder wealth and thus have a direct impact on the Company’s performance against the relevant long term performance hurdle. Structure The structure of LTI awards are in the form of performance rights (Rights) and apply demanding EPS measures. These Rights vest 3 years after grant subject to meeting a forecasted EPS metric. For further information on Rights granted during FY2015 please refer to the tables appearing on page 15 of the Remuneration Report. Contract for Services The table and notes below summarise current executive employment contracts with the Company as at the date of this report: The Company may terminate each of the contracts at any time without notice if serious misconduct has occurred. Options that have not yet vested upon termination will be forfeited. Executives Andrew Pattinson Russel King Karen Blunden Michael Roach Nick Georges Commencement date per latest contract Duration Notice Period Company Notice Period Executive 27-Sep-13 15-Aug-14 15-Jan-15 15-Jan-15 15-Jan-15 3 years 3 years 3 years 3 years 3 years 6 months 3 months 3 months 3 months 3 months 6 months 3 months 3 months 3 months 3 months 17 INFOMEDIA.COM.AU DIRECTORS’ REPORT REMUNERATION REPORT (CONTINUED) - AUDITED Key Management Personnel for the year ended 30 June 2015 and 30 June 2014 is set out below. The amounts are based on individual contracts with each person. The proportion of remuneration that is based on performance is dependent on the achievement of the Performance Goals. Short-Term Post Employment Share Based Payments Long Service leave Total Percentage Performance Related Percentage Attributable to Options 2015 Financial Year: Salary & Fees Bonus Non Monetary Benefits Superannuation Termination Options Performance Rights $ $ $ $ $ $ $ $ $ % % Directors: Frances Hernon 115,000 Myer Herszberg 56,300 Clyde McConaghy 66,250 Richard Graham1 Anne O’ Driscoll4 23,798 36,947 Executives: Andrew Pattinson 333,575 Russel King3 236,331 - - - - - - - 10,925 5,348 6,294 2,261 3,510 31,690 22,451 - - - - - - - Jonathan Pollard2 41,362 131,100 3,929 45,701 395 - Karen Blunden 329,357 Michael Roach 242,185 Nick Georges 230,761 - - - 38,568 - 23,008 21,972 - - - 1,185 11,535 1,185 1,185 9,874 9,408 - - - - - - - - - - - - - - - 125,925 61,648 72,544 26,059 40,457 - - - - - - - - - - 3% 11% 49,538 13,600 5,554 433,957 - 10,899 - - - 269,681 222,487 380,645 4,032 280,284 3,842 267,168 4% 59% 3% 4% 4% 0% 0% 0% 0% 0% Total 1,711,866 131,100 38,568 131,388 45,701 53,488 55,316 13,428 2,180,855 Short-Term Post Employment Share Based Payments Long Service leave Total Percentage Performance Related Percentage Attributable to Options 2014 Financial Year: Salary & Fees Bonus Non Monetary Benefits Superannuation Termination Options Performance Rights $ $ $ $ $ $ $ $ $ % % - - - - - - - - - - - - - 65,895 4,262 4,262 4,262 4,262 82,943 - - - - - - - - - - - - - - 83,671 61,508 48,994 103,420 - - - - - - - - 13% 14% 14% 15% 14% 14% 1% 1% 1% 2% 5,174 3,732 469,619 327,380 - 348,032 3,757 3,579 297,377 283,598 16,242 2,023,599 Directors: Frances Hernon 76,587 Myer Herszberg 56,300 Clyde McConaghy 44,846 Richard Graham 94,664 Executives: - - - - Andrew Pattinson 310,813 58,987 Jonathan Pollard 249,076 47,270 - - - - - - Karen Blunden 290,029 52,650 1,091 Michael Roach 225,659 42,826 Nick Georges 215,014 40,806 - - 7,084 5,208 4,148 8,756 28,750 23,040 - 20,873 19,937 Total 1,562,988 242,539 1,091 117,796 1 Resigned 30 November 2014 2 Resigned 29 August 2014 3 Appointed 15 August 2014 4 Appointed Non Executive Director 15 December 2014 Bonuses were paid at a rate of 0 % of maximum bonus potential (2014: 100%) 18 INFOMEDIA.COM.AU DIRECTORS’ REPORT REMUNERATION REPORT (CONTINUED) - AUDITED Performance rights holdings of Key Management Personnel (Consolidated) During the financial year, the Company granted performance rights for no consideration over unissued ordinary shares in the Company to the following named executive officers of the consolidated entity as part of their remuneration: Executives Andrew Pattinson Nick Georges Michael Roach Karen Blunden Russel King Total 2015 Financial Year: Executives Andrew Pattinson Russel King Karen Blunden Michael Roach Nick Georges Total Performance Rights granted Number Date Earliest Vesting Expiry Date 105,763 73,165 76,787 89,702 84,755 430,172 1/10/2014 1/10/2014 1/10/2014 1/10/2014 1/10/2014 1/10/2017 1/10/2017 1/10/2017 1/10/2017 1/10/2017 1/10/2017 1/10/2017 1/10/2017 1/10/2017 1/10/2017 Balance at beginning of period 1 July 2014 Granted as compensation Options exercised Expired Balance at end of period Vested at 30 June 2015 - - - - - - 105,763 84,755 89,702 76,787 73,165 430,172 - - - - - - 30 June 2015 Not exercisable Exercisable - - - - - - 105,763 105,763 84,755 89,702 76,787 73,165 84,755 89,702 76,787 73,165 430,172 430,172 - - - - - - These Performance Rights will automatically vest and exercise for nil consideration on satisfaction of the Vesting Conditions. The Vesting Conditions for the Performance Rights are: 1) The holder being employed by the Company or any of its related bodies corporate on the vesting determination date (being not before 3 years after the date of grant – for the 2014 Performance Rights that date will be 1 October 2017); and 2) The Company having achieved an earnings per share (EPS) target over the three year period ending on 30 June 2017. Achievement of this EPS target will be assessed on 1 October 2017 when the Performance Rights will either: a) Vest and the corresponding Shares will be issued where the EPS target has been achieved or exceeded; or b) Otherwise automatically lapse. 19 INFOMEDIA.COM.AU DIRECTORS’ REPORT REMUNERATION REPORT (CONTINUED) - AUDITED Option holdings of Key Management Personnel (Consolidated) 2015 Financial Year: Executives Balance at beginning of period 1 July 2014 Andrew Pattinson 1,050,000 Granted as compensation Options exercised Expired Balance at end of period Vested at 30 June 2015 (300,000) - 750,000 500,000 250,000 30 June 2015 Not exercisable Exercisable - - - - - - - (150,000) - - - (150,000) (150,000) (150,000) (750,000) - - - - - - - - - - - - (150,000) 750,000 500,000 250,000 Granted as compensation Options exercised Expired Balance at end of period Vested at 30 June 2014 750,000 - - - - (150,000) (300,000) (150,000) (300,000) (150,000) 1,950,000 750,000 (1,050,000) 30 June 2014 Not exercisable Exercisable 1,050,000 150,000 150,000 150,000 150,000 900,000 150,000 150,000 150,000 150,000 150,000 - - - - 1,650,000 1,500,000 150,000 - - - - - - 150,000 150,000 150,000 150,000 1,650,000 Balance at beginning of period 1 July 2013 450,000 450,000 300,000 450,000 300,000 Jonathan Pollard** Karen Blunden Michael Roach Nick Georges Total ** Resigned 29/8/14 2014 Financial Year: Executives Andrew Pattinson Jonathan Pollard Karen Blunden Michael Roach Nick Georges Total 20 INFOMEDIA.COM.AU DIRECTORS’ REPORT REMUNERATION REPORT (CONTINUED) - AUDITED Shareholdings of Key Management Personnel - Number of shares held in Infomedia Ltd Balance 30 June 2014 Granted as compensation On exercise of options Net change other Balance 30 June 2015 Andrew Pattinson 2,447,567 2015 Financial Year: Directors: Frances Hernon Myer Herszberg Clyde McConaghy Richard Graham1 Anne O’ Driscoll4 Executives: Russel King3 Jonathan Pollard2 Karen Blunden Michael Roach Nick Georges Total 2014 Financial Year: Directors: Frances Hernon Myer Herszberg Clyde McConaghy 5,000 15,010 - 2,750,001 - - 101,996 300,000 18,721 - 5,638,295 5,000 23,436,599 - Richard Graham 103,390,901 Executives: Andrew Pattinson 2,447,567 Jonathan Pollard Karen Blunden Michael Roach Nick Georges Total 1,996 150,000 18,721 153,000 129,603,784 1 Resigned 30 November 2014 2 Resigned 29 August 2014 3 Appointed 15 August 2014 4 Appointed Non Executive Director 15 December 2014 - - - - - - - - - - - - - - - - - 300,000 - - 150,000 150,000 150,000 750,000 - - - 1,293,000 15,000 - - (101,996) - - (50,000) 1,156,004 5,000 15,010 - 4,043,001 15,000 2,747,567 - - 450,000 168,721 100,000 7,544,299 - - - - - - - - - - - - - - 150,000 300,000 150,000 300,000 150,000 - (23,421,589) - 5,000 15,010 - (100,640,900) 2,750,001 (150,000) (200,000) - (300,000) (303,000) 2,447,567 101,996 300,000 18,721 - 1,050,000 (125,015,489) 5,638,295 Balance 30 June 2013 Granted as compensation On exercise of options Net change other Balance 30 June 2014 All equity transactions with key management personnel other than those arising from the exercise of compensation options and compensation shares have been entered into under terms and conditions no more favourable than those the entity would have adopted if dealing at arm’s length. 21 INFOMEDIA.COM.AU DIRECTORS’ REPORT REMUNERATION REPORT (CONTINUED) - AUDITED Loans to Key Management Personnel There were no loans at the beginning or the end of the reporting period to key management personnel. No loans were made available during the reporting period to key management personnel. Additional information Executive rewards are linked to the creation of shareholder value by providing incentives that positively impact the earnings of the company. The earnings of the consolidated entity for the five years to 30 June 2015 are summarised below: EBITDA EBIT Profit after income tax 2011 $’000 18,788 13,172 10,039 2012 $’000 17,653 11,087 8,461 2013 $’000 20,104 11,974 10,066 The factors that are considered to affect total shareholders return (‘TSR’) are summarised below: Dividends per share Share price at financial year end 2011 Cents 2.40 22 2012 Cents 2.40 20 2013 Cents 2.82 47 2014 $’000 24,598 15,406 12,279 2014 Cents 3.78 75 2015 $’000 25,024 17,344 13,232 2015 Cents 3.89 120 Reconciliation of Net Profit After Tax per the Statement of Profit or Loss & Other Comprehensive Income to EBIT and EBITDA. Net Profit After Tax Interest Tax EBIT Depreciation & Amortisation EBITDA 2011 10,039 (184) 3,317 13,172 5,616 18,788 2012 8,461 (101) 2,727 11,087 6,567 17,654 2013 10,066 (76) 1,984 11,974 8,130 20,104 2014 12,279 (106) 3,233 15,406 9,192 24,598 2015 13,232 (123) 4,235 17,344 7,680 25,024 At the AGM, no comments were received on the remuneration report and it was adopted by way of a show of hands. This concludes the remuneration report, which has been audited. 22 INFOMEDIA.COM.AU DIRECTORS’ REPORT DIRECTORS’ MEETINGS The number of meetings of Directors (including meetings of committees of Directors) held during the year and the numbers of meetings attended by each Director were as follows: Board Audit, Risk & Governance2 Committees1 Audit & Risk2 Remuneration & Nominations3 Held Attended Held Attended Held Attended Held Attended 5 10 10 10 5 10 1 5 10 10 10 5 8 1 - 2 - 2 - 2 2* 2 2* 2 - 1 - - - 2 2 2 - 2* 2* 2 2 2 - 1 - 1 - 1 - 1 1* 1 1* 1 n/a n/a n/a n/a n/a n/a 10 2 2 1 Richard Graham4 Frances Hernon Andrew Pattinson Clyde McConaghy Anne O’Driscoll5 Myer Herszberg Nick Georges (as alternate for Mr Herszberg)6 Total number of meetings held during the year Notes: Held = number of meetings held whilst a member. Attended = number of meetings attended. 1. Committee meetings are open to all Directors to attend. Where a Director has attended a meeting of a Committee of which he or she is not a member, their attendance is noted with*. 2. The Audit, Risk & Governance Committee was restructured with effect from 29 January 2015 to become the ‘Audit & Risk Committee’. Responsibility for Corporate Governance matters were re-assumed by the Board. 3. The Company re-established its ‘Remuneration & Nominations Committee’ with effect from 29 January 2015. 4. Mr Graham resigned with effect from 30 November 2014. 5. Ms O’Driscoll was appointed as a Director with effect from 15 December 2014. 6. Mr Georges acted as alternate Director for Mr Herszberg. Mr Georges was appointed as alternate Director for Mr Herszberg between 21 August 2014 and 22 August 2014. ROUNDING The amounts contained in this report and in the financial report have been rounded to the nearest $1,000 (where rounding is applicable) under the option available to the Company under ASIC Class Order 98/0100. The Company is an entity to which the Class Order applies. INDEMNITY AND INSURANCE OF AUDITOR The company has not, during or since the financial year, indemnified or agreed to indemnify the auditor of the company or any related entity against a liability incurred by the auditor. During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity. 23 INFOMEDIA.COM.AU DIRECTORS’ REPORT CORPORATE GOVERNANCE Infomedia strives to ensure acceptable compliance with the governance recommendations set out in the ‘Corporate Governance Principles and Recommendations 3rd Edition’, published by the ASX Corporate Governance Council (the ASX Principles). During the year the Board took active steps to improve the Company’s compliance with the ASX Principles, adopting a framework of Corporate Governance which balances performance and compliance. Infomedia’s Corporate Governance Statement may be viewed at: http://www.infomedia.com.au/investors/corporate-governance/ NON-AUDIT SERVICES During the financial year $29,465 (2014: $20,000) were paid or payable to the auditor for non-audit services. Further details are outlined in note 21 to the financial statements. The directors, based on advice provided by resolution of the Audit & Risk Committee, are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another person or firm on the auditor’s behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 and are of the opinion that these services do not compromise the external auditor’s independence for the following reasons: All non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor, and none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the company, acting as advocate for the company or jointly sharing economic risks and rewards. AUDITOR INDEPENDENCE The Directors received an auditor’s independence declaration from the auditor of the Company as required under section 307c of the Corporations Act 2001 (refer page 21). This report is made in accordance with a resolution of directors, pursuant to section 298 (2)(a) of the Corporations Act 2001. On behalf of the directors, Frances Hernon Chairman Sydney 20 August 2015 24 INFOMEDIA.COM.AU 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 Infomedia Limited Report on the Financial Report We have audited the accompanying financial report of Infomedia Limited, which comprises the consolidated statement of financial position as at 30 June 2015, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year. Directors’ Responsibility 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 Note 2, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards. Auditor’s Responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 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, other than for the acts or omissions of financial services licensees. Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of Infomedia Limited, would be in the same terms if given to the directors as at the time of this auditor’s report. Opinion In our opinion: (a) the financial report of Infomedia Limited is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2015 and of its performance for the year ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and (b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 2. Report on the Remuneration Report We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2015. 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. Opinion In our opinion, the Remuneration Report of Infomedia Limited for the year ended 30 June 2015 complies with section 300A of the Corporations Act 2001. BDO East Coast Partnership Grant Saxon Partner Sydney, 20 August 2015 STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME YEAR ENDED 30 June 2015 Notes CONSOLIDATED Sales revenue Expenditure Research and development expenses Sales and marketing expenses General and administration expenses Total expenditure Other income and expenses Interest income Currency exchange gains/(losses) Profit before income tax Income tax expense Profit for the year Other comprehensive income Items that may be subsequently reclassified to profit or loss Foreign currency translation differences for foreign operations Effective cashflow hedges gain/(losses) recognised in equity Other comprehensive income for the year, net of tax Total comprehensive income for the year Basic earnings per share (cents per share) Diluted earnings per share (cents per share) Dividends per share – ordinary (cents per share) 2015 $’000 60,385 (13,838) (16,278) (13,177) (43,293) 123 252 17,467 (4,235) 13,232 253 (724) (471) 12,761 4.30 4.29 3.89 3 3 4 5 5 6 2014 $’000 57,143 (13,778) (14,677) (11,780) (40,235) 106 (1,502) 15,512 (3,233) 12,279 132 1,079 1,211 13,490 4.02 4.00 3.78 The above Statement of Profit or Loss & Other Comprehensive Income should be read in conjunction with the attached notes. 27 INFOMEDIA.COM.AU STATEMENT OF FINANCIAL POSITION As at 30 June 2015 Notes CONSOLIDATED CURRENT ASSETS Cash and cash equivalents Trade and other receivables Prepayments Derivatives TOTAL CURRENT ASSETS NON-CURRENT ASSETS Property, plant and equipment Intangible assets and goodwill TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Derivatives Provisions Income tax payable Deferred revenue TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Provisions Deferred tax liabilities TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity Reserves Retained profits TOTAL EQUITY 16(b) 7 25 8 9 11 25 12 13 14 4 15 15 2015 $’000 16,092 5,065 1,599 - 22,756 1,055 34,798 35,853 58,609 3,435 533 2,801 1,579 489 8,837 460 5,483 5,943 14,780 43,829 12,074 1,355 30,400 43,829 2014 $’000 11,410 6,162 926 460 18,958 1,269 34,322 35,591 54,549 2,601 - 2,339 1,149 477 6,566 498 5,496 5,994 12,560 41,989 11,476 1,569 28,944 41,989 The above Statement of Financial Position should be read in conjunction with the attached notes. 28 INFOMEDIA.COM.AU STATEMENT OF CASH FLOWS YEAR ENDED 30 June 2015 Notes CONSOLIDATED CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers and employees Interest received Income tax paid NET CASH FLOWS FROM OPERATING ACTIVITIES 16(a) CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of property, plant and equipment NET CASH FLOWS USED IN INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of share options Dividends paid on ordinary shares NET CASH FLOWS USED IN FINANCING ACTIVITIES NET INCREASE IN CASH HELD Add opening cash brought forward CLOSING CASH CARRIED FORWARD 15 6 16(b) The above Statement of Cash Flows should be read in conjunction with the attached notes. 2015 $’000 62,371 (42,752) 123 (3,469) 16,273 (413) (413) 598 (11,776) (11,178) 4,682 11,410 16,092 2014 $’000 55,085 (40,213) 106 (2,485) 12,493 (502) (502) 621 (10,501) (9,880) 2,111 9,299 11,410 29 INFOMEDIA.COM.AU STATEMENT OF CHANGES IN EQUITY YEAR ENDED 30 June 2015 Notes CONSOLIDATED Contributed equity Retained earnings Employee equity benefits reserve Cashflow hedge reserve Foreign currency translation reserve Total $’000 $’000 $’000 $’000 $’000 $’000 At 1 July 2014 Profit after tax for the year Other comprehensive income,net of tax Total comprehensive income for the year Transactions with shareholders: Share based payments Share options exercised Equity dividends At 30 June 2015 11,476 - - - - 598 - 12,074 28,944 13,232 - 13,232 - - (11,776) 30,400 18 15 6 463 - - - 257 - - 324 - (724) (724) - - - 782 - 253 253 - - - 720 (400) 1,035 YEAR ENDED 30 June 2014 Notes CONSOLIDATED Contributed equity Retained earnings $’000 10,855 - - - - 621 - 11,476 $’000 27,166 12,279 - 12,279 - - (10,501) 28,944 Employee equity benefits reserve Cashflow hedge reserve Foreign currency translation reserve $’000 $’000 $’000 252 - - - 211 - - 463 (755) - 1,079 1,079 - - - 650 - 132 132 - - - 324 782 At 1 July 2013 Profit for the year Other comprehensive income Total comprehensive income for the year Transactions with shareholders: Share based payments Share options exercised Equity dividends At 30 June 2014 18 15 6 41,989 13,232 (471) 12,761 257 598 (11,776) 43,829 Total $’000 38,168 12,279 1,211 13,490 - 211 621 (10,501) 41,989 The above Statement of Changes in Equity should be read in conjunction with the attached notes. 30 INFOMEDIA.COM.AU NOTES TO THE FINANCIAL STATEMENTS 30 June 2015 1. CORPORATE INFORMATION The financial report of Infomedia Ltd for the year ended 30 June 2015 was authorised for issue in accordance with a resolution of the Directors on 20 August 2015. Infomedia Ltd is a company limited by shares incorporated and domiciled in Australia whose shares are publicly traded on the Australian stock exchange (ASX:IFM). The nature of the operations and principal activities of the Company are described in the Directors’ Report. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a) 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 and Australian Accounting Standards and Interpretations as appropriate for profit oriented entities. The financial report has also been prepared on an historical cost basis, except for derivative financial instruments that have been measured at fair value. b) Statement of compliance This financial report complies with Australian Accounting Standards as issued by the Australian Accounting Standards Board. This financial report also complies with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. New, revised or amending Accounting Standards and Interpretations adopted The consolidated entity has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) that are mandatory for the current reporting period. Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. Any significant impact on the accounting policies of the consolidated entity from the adoption of these Accounting Standards and Interpretations are disclosed below. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the consolidated entity. New Accounting Standards and Interpretations not yet mandatory or early adopted. Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 30 June 2015. The consolidated entity’s assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the consolidated entity, are set out below. AASB 9 Financial Instruments and its consequential amendments This standard and its consequential amendments are applicable to annual reporting periods beginning on or after 1 January 2018 and completes phases I and III of the IASB’s project to replace IAS 39 (AASB 139) ‘Financial Instruments: Recognition and Measurement’. This standard introduces new classification and measurement models for financial assets, using a single approach to determine whether a financial asset is measured at amortised cost or fair value. The accounting for financial liabilities continues to be classified and measured in accordance with AASB 139, with one exception, being that the portion of a change of fair value relating to the entity’s own credit risk is to be presented in other comprehensive income unless it would create an accounting mismatch. Chapter 6 ‘Hedge Accounting’ supersedes the general hedge accounting requirements in AASB 139 and provides a new simpler approach to hedge accounting that is intended to more closely align with risk management activities undertaken by entities when hedging financial and non-financial risks. The consolidated entity will adopt this standard and the amendments from 1 July 2018 but the impact of its adoption is yet to be assessed by the consolidated entity. 31 INFOMEDIA.COM.AU NOTES TO THE FINANCIAL STATEMENTS 30 June 2015 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) AASB 15 Revenue from Contracts with Customers This standard is applicable to annual reporting periods beginning on or after 1 January 2017. The standard provides a single standard for revenue recognition. The core principle of the standard is that an entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard will require: contracts (either written, verbal or implied) to be identified, together with the separate performance obligations within the contract; determine the transaction price, adjusted for the time value of money excluding credit risk; allocation of the transaction price to the separate performance obligations on a basis of relative stand-alone selling price of each distinct good or service, or estimation approach if no distinct observable prices exist; and recognition of revenue when each performance obligation is satisfied. Credit risk will be presented separately as an expense rather than adjusted to revenue. For goods, the performance obligation would be satisfied when the customer obtains control of the goods. For services, the performance obligation is satisfied when the service has been provided, typically for promises to transfer services to customers. For performance obligations satisfied over time, an entity would select an appropriate measure of progress to determine how much revenue should be recognised as the performance obligation is satisfied. Contracts with customers will be presented in an entity’s statement of financial position as a contract liability, a contract asset, or a receivable, depending on the relationship between the entity’s performance and the customer’s payment. Sufficient quantitative and qualitative disclosure is required to enable users to understand the contracts with customers; the significant judgments made in applying the guidance to those contracts; and any assets recognised from the costs to obtain or fulfil a contract with a customer. The consolidated entity will adopt this standard from 1 July 2017 but the impact of its adoption is yet to be assessed by the consolidated entity. c) Basis of consolidation The consolidated financial statements comprise the financial statements of Infomedia Ltd (the ‘Company’) and its subsidiaries (‘the Group’). The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Adjustments are made to bring into line any dissimilar accounting policies that may exist. All intercompany balances and transactions, including unrealised profits arising from intra-group transactions, have been eliminated in full. Unrealised losses are eliminated unless costs cannot be recovered. Subsidiaries are consolidated from the date on which control is transferred to the Company and cease to be consolidated from the date on which control is transferred out of the Company. Where there is loss of control of a subsidiary, the consolidated financial statements include the results for the part of the reporting period during which Infomedia Ltd has control. d) Significant accounting judgments, 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: • Impairment of goodwill The Company determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the recoverable amount of the cash generating units to which the goodwill and intangibles with indefinite useful lives are allocated. The assumptions used in this estimation of recoverable amount and the carrying amount of goodwill and Intangibles with indefinite useful lives are discussed in Note 10. • Share-based payment transactions The Company 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 binomial model, using the assumptions detailed in Note 18. • Research & development Development costs are only capitalised by the Group when it is assessed that the technical feasibility of completing the intangible asset is valid so that the asset will be available for use or sale and that the asset is expected to generate future economic benefit. Refer to note 2(k) for further discussion. 32 INFOMEDIA.COM.AU NOTES TO THE FINANCIAL STATEMENTS 30 June 2015 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) e) Foreign currency translation Translation of foreign currency transactions Transactions in foreign currencies of the Company are converted to local currency at the rate of exchange ruling at the date of the transaction. Amounts payable to and by the Company that are outstanding at the balance date and are denominated in foreign currencies have been converted to Australian Dollars using rates of exchange ruling at the end of the reporting period. All currency exchange differences in the consolidated financial report are taken to the Statement of Profit or Loss & Other Comprehensive Income. Translation of financial reports of overseas operations Both the functional and presentation currency of Infomedia Ltd is Australian dollars (A$). Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. The functional currency of the overseas subsidiaries is as follows: IFM Europe Ltd Great British Pounds (GBP) IFM Germany GmbH Euros (EUR) IFM Americas Inc United States Dollars (USD) Different Aspect Software Ltd Great British Pounds (GBP) As at the reporting date the assets and liabilities of these overseas subsidiaries are translated into the presentation currency of Infomedia Ltd at the rate of exchange ruling at the balance sheet date and the income statements are translated at the weighted average exchange rates for the period. The exchange differences arising on the retranslation are taken directly to a separate component of equity. f) Cash and cash equivalents Cash on hand and in banks and short-term deposits are stated at nominal values. For the purposes of the Statement of Cash Flows, cash includes cash on hand and in banks, and money market investments readily convertible to cash within three months, net of outstanding bank overdrafts. g) Trade and other receivables Trade receivables, which generally have 30-60 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 Company will not be able to collect the debts. Bad debts are written off when identified. h) Investments and other financial assets Financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are classified as either financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, or available-for-sale investments, as appropriate. For the Company the relevant categories are listed below: Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are carried at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, as well as through the amortisation process. Investments in Subsidiaries Investments in subsidiaries are recorded at cost. 33 INFOMEDIA.COM.AU NOTES TO THE FINANCIAL STATEMENTS 30 June 2015 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) i) Inventories Inventories are valued at the lower of cost and net realisable value. Costs incurred in bringing each product to its present location and condition are accounted for as follows: • Raw materials – purchase cost on a first-in-first-out basis j) Goodwill Goodwill acquired in a business combination is initially measured at cost being the excess of the cost of the business combination over the Company’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Company’s cash-generating units, or groups of cash generating units, that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Company are assigned to those units or groups of units. Each unit or group of units to which the goodwill is so allocated: • • represents the lowest level within the Company at which the goodwill is monitored for internal management purposes; and is not larger than a segment based on either the Company’s primary or the Company’s secondary reporting format determined in accordance with AASB 8 Operating Segments Impairment is determined by assessing the recoverable amount of the cash-generating unit (group of cash-generating units), to which the goodwill relates. If the recoverable amount of the cash-generating unit (group of cash-generating units) is less than the carrying amount, an impairment loss is recognised. When goodwill forms part of a cash-generating unit (group of cash-generating units) and an operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this manner is measured based on the relative values of the operation disposed of and the portion of the cash generating unit retained. Impairment losses recognised for goodwill are not subsequently reversed. k) 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. Research costs are expensed as incurred. Development costs are capitalised and an intangible asset for development expenditure on an internal project is recognised only when the Company can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete the development and the ability to measure reliably the expenditure attributable to the intangible asset during its development. Following the initial recognition of the development expenditure, the cost model is applied requiring the asset to be carried at cost less any accumulated amortisation and accumulated impairment losses. Any expenditure so capitalised is amortised over the period of expected benefits from the related project commencing from the commercial release of the project. The carrying value of an intangible asset arising from development expenditure is tested for impairment annually when the asset is not yet available for use or more frequently when an indication of impairment arises during the reporting period. Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in profit or loss when the asset is derecognised. 34 INFOMEDIA.COM.AU NOTES TO THE FINANCIAL STATEMENTS 30 June 2015 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) k) Intangible assets (continued) 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. l) Impairment of assets The Company assesses impairment at each reporting date or if there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets and the asset’s value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation decrease). An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed (with the exception of goodwill) only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life. m) Property, plant and equipment Property, plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Land and buildings are measured at cost less accumulated depreciation on buildings and less any impairment losses recognised. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets as follows: Major depreciation periods are: 2015 2014 Leasehold improvements: 5 to 20 years 5 to 20 years Other plant and equipment: 3 to 15 years 3 to 15 years The assets’ residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each financial year end. 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 derecognition 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. 35 INFOMEDIA.COM.AU NOTES TO THE FINANCIAL STATEMENTS 30 June 2015 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) n) Leases Operating lease payments are recognised as an expense in the Statement of Profit or Loss and Other Comprehensive Income on a straight-line basis over the lease term. Lease incentives are recognised in the Statement of Profit or Loss and Other Comprehensive Income as an integral part of the total lease expense. o) Trade and other payables Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services. p) Provisions Provisions are recognised when the Company 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. Where discounting is used, the increase in the provision due to the passage of time is recognised as a borrowing cost. q) Deferred revenue Certain contracts allow annual subscriptions to be invoiced in advance. The components of revenue relating to the subscription period beyond balance date are recorded as a liability. r) Contributed equity 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. s) Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the entity and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised: Subscriptions Subscription revenue is recognised when the copyright article has passed to the buyer with related support revenue being recognised over the service period. Where the copyright article and related support revenue are inseparable then the revenue is recognised over the service period. Interest Interest is recognised using the effective interest method. t) Derivative financial instruments and hedging Derivatives are carried as assets when their fair value is positive and as liabilities when their fair value is negative. Derivative financial instruments are measured at fair value. Any gains or losses arising from changes in the fair value of derivatives, except for those that qualify as cash flow hedges, are taken directly to profit or loss for the year. The fair value of forward currency contracts are calculated by reference to current forward exchange rates for contacts with similar maturity profiles. For the purpose of hedge accounting, hedges are classified as cash flow hedges when they hedge the exposure to variability in cash flows that is attributable either to a particular risk associated with a recognised asset or liability or to a highly probable forecast transaction. The Company currently has cash flow hedges attributable to highly probable future foreign currency sales. 36 INFOMEDIA.COM.AU NOTES TO THE FINANCIAL STATEMENTS 30 June 2015 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Cash flow hedges Cash flow hedges are hedges of the Group’s exposure to variability in cash flows that is attributable to a particular risk associated with anticipated future sales that could affect profit or loss. The effective portion of the gain or loss on the hedging instrument is recognised directly in equity, while the ineffective portion is recognised in profit or loss. Amounts taken to equity are transferred out of equity and included in the measurement of the hedged transaction when the forecast transaction occurs. The Group tests each of the designated cash flow hedges for effectiveness on a monthly basis both retrospectively and prospectively using the “matched terms” principle. At each balance date, hedge effectiveness is measured in the first instance by determining whether there have been any changes to these “matched terms”. When there have been no changes to these “matched terms”, the hedge is considered to be highly effective. Where there has been a change to these terms, effectiveness is measured using the hypothetical derivative method. The Company sells software to its customers and uses its subsidiaries (eg IFM Americas Inc and IFM Europe Ltd) to act as billing agents and provide sales and support services. Overseas sales are denominated primarily in USD and Euros. The Group hedges foreign exchange exposure on sales (net of sales and support service costs) as this exposure affects consolidated profit when the sale is made to the external customer. u) 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 sheet date. Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised for all taxable temporary differences except: • when the deferred income tax liability arises from the 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: • when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; 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 which the temporary difference can be utilised. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Income taxes relating to items recognised directly in equity are recognised in equity 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. The tax consolidated current tax liability and other deferred tax assets are required to be allocated to the members of the tax consolidated group in accordance with Interpretation 1052 – Tax Consolidation Accounting. The group uses a group allocation method for this purpose where the allocated current tax payable, deferred tax assets and other tax credits for each member of the tax consolidated group is determined as if the company is a stand-alone taxpayer but modified as necessary to recognise membership of a tax consolidated group. Recognition of amounts allocated to members of the tax consolidated group has regard to the tax consolidated groups future tax profits. 37 INFOMEDIA.COM.AU NOTES TO THE FINANCIAL STATEMENTS 30 June 2015 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) v) 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. Cash flows are included in the Statement of Cash Flows on a gross basis. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. w) Employee leave benefits (i) Wages, salaries and annual leave Liabilities for wages and salaries, including non-monetary benefits, and annual leave expected to be settled within 12 months of the reporting date are recognised in other payables and current provisions respectively in respect of employees’ services up to the reporting date. They are 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 reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures, and period of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currencies that match, as closely as possible, the estimated future cashflows. (iii) Post employment and termination benefits A superannuation expense at 9.5% of salaries is recognised on a straight line basis. Termination benefits are recognised at the point of being incurred where relevant. x) Share-based payment transactions The Company provides benefits to employees in the form of share-based payment transactions, whereby employees render services in exchange for shares or options over shares (‘equity-settled transactions’). The Company has two equity based incentive plans that govern equity-based awards. These are: (i) an Executive Incentive Plan, applicable to certain eligible employees (including senior executives and excutive director) as designated by the board, under which participants may receive cash bonuses and performance rights; and (ii) a Performance Rights and Options Plan, applicable to employees (including senior executives) as designated by the board. The cost of the share option transactions with employees is measured by reference to the fair value at the date at which they are granted. The fair value is determined by an external valuer using a binomial model. In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of the Company (‘market conditions’). The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the option (‘vesting date’). 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 number of options that, in the opinion of the Directors of the Company, will ultimately vest. This opinion is formed based on the best available information at balance date. 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. Where the terms of an equity-settled option 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 increase in the value of the transaction as a result of the modification, as measured at the date of modification. 38 INFOMEDIA.COM.AU NOTES TO THE FINANCIAL STATEMENTS 30 June 2015 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) x) Share-based payment transactions (continued) Where an equity-settled option is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the option is recognised immediately. However, if a new option is substituted for the cancelled option, and designated as a replacement option on the date that it is granted, the cancelled and new option are treated as if they were a modification of the original option, as described in the previous paragraph. The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share. y) Earnings per share Basic earnings per share is determined by dividing the profit attributed to members of the parent after related income tax expense by the weighted average number of ordinary shares outstanding during the financial year. Diluted earnings per share is calculated as net profit attributable to members, adjusted for: • cost of servicing equity (other than dividends); • the after tax effect of dividends associated with dilutive potential ordinary shares that have been recognised as expenses; and • other non-discretionary changes in revenue 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. z) Business combinations The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired. The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value or at the proportionate share of the acquiree’s identifiable net assets. All acquisition costs are expensed as incurred to profit or loss. On the acquisition of a business, the consolidated entity assesses the financial assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the Group’s operating or accounting policies and other pertinent conditions in existence at the acquisition-date. Where the business combination is achieved in stages, the Group remeasures its previously held equity interest in the acquiree at the acquisition-date fair value and the difference between the fair value and the previous carrying amount is recognised in profit or loss. Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent changes in the fair value of contingent consideration classified as an asset or liability is recognised in profit or loss. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling interest in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly in profit or loss by the acquirer on the acquisition- date, but only after a reassessment of the identification and measurement of the net assets acquired, the non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer’s previously held equity interest in the acquirer. Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new information obtained about the facts and circumstances that existed at the acquisition-date. The measurement period ends on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information possible to determine fair value. 39 INFOMEDIA.COM.AU NOTES TO THE FINANCIAL STATEMENTS 30 June 2015 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) z) Business combinations (continued) aa) Cost of Sales Over recent years the Company has invested significant resources in changing the way customers use its software by migrating users from physical DVD discs and applications installed on end user infrastructure (Disc based), to products accessible online via internet browsers (Software as a Service or ‘SaaS’). As customers increasingly migrate to the online ‘SaaS’ versions, the Company has seen a change to the nature of its business in certain areas. In accordance with the provisions of AASB101 Presentation of Financial Statements which requires classification of items of income and expense on the most reliable and relevant basis, the Company has now adopted a functional approach to presenting its Statement of Profit or Loss and Other Comprehensive Income showing Research & Development expenses, Sales & Marketing expenses and General & Administrative expenses which it believes gives readers a more intuitive view of the Company’s activities. Consequently ‘Cost of Sales’ is no longer presented. 40 INFOMEDIA.COM.AU NOTES TO THE FINANCIAL STATEMENTS 3. EXPENSES Notes CONSOLIDATED Research & development costs Total research & development costs incurred during the period Amortisation of deferred development costs Less: development costs capitalised Net research and development costs expensed 9 9 2015 $’000 14,382 6,613 (7,157) 13,838 2014 $’000 13,771 8,113 (8,106) 13,778 Profit before income tax from continuing operations includes the following specific expenses: Depreciation Amortisation Minimum lease payments for rental expense Superannuation expense Share based payment expense Employee benefits expense Currency exchange gains/(losses) Notes CONSOLIDATED 8 9 2015 $’000 627 7,053 1,477 1,544 257 2014 $’000 662 8,530 1,359 1,443 211 25,108 24,828 Unrealised/Realised gain on foreign currency translation Cashflow hedges gain/(loss) Total currency exchange gains/(losses) 806 (554) 252 1,161 (2,663) (1,502) 41 INFOMEDIA.COM.AU NOTES TO THE FINANCIAL STATEMENTS 4. INCOME TAX The major components of income tax expense are: (a) Income statement Current income tax Current income tax charge Adjustments in respect of current income tax of previous years. Deferred income tax Relating to origination and reversal of temporary differences Income tax expense reported in the statement of profit or loss (b) Disclosure of tax effects relating to each component of other comprehensive income Movement in cash flow hedges Notes CONSOLIDATED 2015 $’000 3,905 32 298 4,235 (310) (310) 2014 $’000 3,128 (68) 173 3,233 469 469 A reconciliation between tax expense and the product of accounting profit before income tax multiplied by the Company’s applicable income tax rate is as follows: Accounting profit before income tax 17,467 15,512 At the Company’s statutory income tax rate of 30% (2014: 30%) Adjustments in respect of income tax of previous years Income tax paid in China Additional research and development deduction Expenditure not allowable for income tax purposes Income tax expense for the year 5,240 32 32 (1,347) 278 4,235 4,653 (175) 24 (1,345) 76 3,233 The current income tax charge is calculated based on current tax legislation. If the amendments contained in the Tax and Superannuation Laws Amendment Bill (2015 Measures No.3) are passed by Parliament retrospective to FY15, the effect will be an increase in income tax of $0.2m. 42 INFOMEDIA.COM.AU NOTES TO THE FINANCIAL STATEMENTS Notes STATEMENT OF FINANCIAL POSITION STATEMENT OF PROFIT OR LOSS & OTHER COMPREHENSIVE INCOME 2015 $’000 2014 $’000 2015 $’000 2014 $’000 160 (6,543) (6,383) 1,002 (34) (68) 900 (138) (6,380) (6,518) 872 40 110 1,022 (5,483) (5,496) 13 163 327 (2) (130) 74 178 298 (193) 10 31 173 4. INCOME TAX (CONTINUED) Deferred income tax Deferred income tax at 30 June relates to the following: CONSOLIDATED Deferred tax liabilities Derivatives Deferred development costs Gross deferred income tax liabilities CONSOLIDATED Deferred tax assets Provisions Other payables Currency exchange Gross deferred income tax assets Deferred tax income/ (expense) Net deferred income tax liabilities 5. EARNINGS PER SHARE Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year (adjusted for the effects of dilutive options). The following reflects the income and share data used in the total operations basic and diluted earnings per share computations: Net profit after tax Weighted average number of ordinary shares for basic earnings per share Effect of dilution: Share options CONSOLIDATED 2015 $’000 13,232 2014 $’000 12,279 Number of shares Number of shares 307,467,837 305,173,135 985,780 2,003,292 Adjusted weighted average number of ordinary shares for diluted earnings per share 308,453,617 307,176,427 Diluted EPS (cents) 4.29 4.00 43 INFOMEDIA.COM.AU NOTES TO THE FINANCIAL STATEMENTS 6. DIVIDEND PROPOSED OR PAID (a) Dividends paid during the year: Interim dividend - 1.94 cents, unfranked (2014: 1.89 cents, 0.5c franked) per share Prior year final dividend - 1.89 cents fully franked (2014: 1.55 cents fully franked) per share Total dividends paid during the year (b) Dividends proposed and not recognised as a liability: Final dividend - 1.70 cents per share unfranked (2014: 1.89 cents per share, fully franked) Special dividend - 0.25 cents per share, fully franked (c) Franking credit balance: The amount of franking credits available for the subsequent financial year are: Franking account balance as at the end of the financial year Franking credits that are expected to arise from the payment of income tax payable as at the end of the financial year If fully franked, the tax rate on dividends is 30% (2014: 30%). Notes CONSOLIDATED 2015 $’000 2014 $’000 5,975 5,777 5,801 11,776 4,724 10,501 5,257 773 749 1,541 2,290 5,801 - 10 1,133 1,143 44 INFOMEDIA.COM.AU NOTES TO THE FINANCIAL STATEMENTS 7. TRADE AND OTHER RECEIVABLES (CURRENT) Trade debtors Allowance for impairment loss (a) Other debtors Notes CONSOLIDATED 2015 $’000 5,185 (154) 5,031 34 5,065 2014 $’000 6,218 (188) 6,030 132 6,162 (a) Allowance for impairment loss Trade receivables are non-interest bearing and are generally on 30-60 day terms. A provision for impairment loss is recognised when there is objective evidence that an individual trade receivable is impaired. An impairment loss of $108,000 (2014: $53,000 loss) has been recognised by the group in the current year. These amounts have been included in the General & Administration expenses item. The amount of the allowance/impairment loss is recognised as the difference between the carrying amount of the debtor and the estimated future cash flows expected to be received from the relevant debtors. Movements in the provision for impairment loss were as follows: At 1 July Charge for the year Foreign exchange translation Amounts written off At 30 June At 30 June the aging analysis of trade receivables is as follows: Notes CONSOLIDATED 2015 $’000 188 108 (42) (100) 154 2014 $’000 224 53 4 (93) 188 Total 0-60 days NI* 0-60 days CI* 61-120 days NI* 61-120 days CI* 121+ days NI* 121+ days CI* 2015 Consolidated ($’000) 5,185 2014 Consolidated ($’000) 6,218 4,528 4,547 11 21 238 959 20 31 264 524 123 136 * Not impaired (NI) Considered impaired (CI) All trade receivables over 60 days are considered past due. 45 INFOMEDIA.COM.AU Notes CONSOLIDATED 2015 $’000 497 (446) 51 9,380 (8,493) 887 494 (401) 93 3,340 (3,316) 24 13,711 (12,656) 1,055 2014 $’000 491 (426) 65 8,893 (7,836) 1,057 436 (329) 107 3,331 (3,291) 40 13,151 (11,882) 1,269 NOTES TO THE FINANCIAL STATEMENTS 8. PROPERTY, PLANT & EQUIPMENT (a) Leasehold improvements At cost Accumulated amortisation Office equipment At cost Accumulated depreciation Furniture and fittings At cost Accumulated depreciation Plant and equipment At cost Accumulated depreciation Total property, plant and equipment At cost Accumulated depreciation and amortisation Total carrying amount 46 INFOMEDIA.COM.AU NOTES TO THE FINANCIAL STATEMENTS 8. PROPERTY, PLANT & EQUIPMENT (CONTINUED) Notes CONSOLIDATED (b) Reconciliation of property, plant and equipment carrying values Leasehold Improvements Carrying amount - opening balance Additions Depreciation Carrying amount - closing balance Office equipment Carrying amount - opening balance Additions Disposals Depreciation Carrying amount - closing balance Furniture and fittings Carrying amount - opening balance Additions Disposals Depreciation Carrying amount - closing balance Plant and equipment Carrying amount - opening balance Additions Depreciation Carrying amount - closing balance Total property, plant and equipment Carrying amount - opening balance Additions Depreciation Carrying amount - closing balance 2015 $’000 65 3 (17) 51 1,057 370 - (540) 887 107 31 - (45) 93 40 9 (25) 24 1,269 413 (627) 1,055 2014 $’000 68 30 (33) 65 1,155 439 (1) (536) 1,057 159 3 (8) (47) 107 56 30 (46) 40 1,438 502 (662) 1,278 47 INFOMEDIA.COM.AU NOTES TO THE FINANCIAL STATEMENTS 9. INTANGIBLE ASSETS AND GOODWILL At 1 July 2014 Cost (gross carrying amount) Accumulated amortisation Net carrying amount Year ended 30 June 2015 At 1 July 2014, net of accumulated amortisation and impairment Additions Revaluation on cost (Fx movement) Amortisation Revaluation on amortisation At 30 June 2015, net of accumulated amortisation and impairment At 30 June 2015 Cost (gross carrying amount) Accumulated amortisation Net carrying amount 1. Internally generated 2. Purchased as part of business/territory acquisition Notes CONSOLIDATED Development costs1 Intellectual Property2 Other Intangibles2 Goodwill2 $’000 $’000 $’000 $’000 Total $’000 55,835 (34,571) 21,264 3,221 (3,021) 200 21,264 7,157 - (6,613) - 21,808 200 - 74 (177) (65) 32 1,268 (718) 550 550 - 138 (263) (96) 329 12,308 72,632 - (38,310) 12,308 34,322 12,308 - 321 - - 12,629 34,322 7,157 533 (7,053) (161) 34,798 62,992 (41,184) 21,808 3,295 (3,263) 32 1,406 (1,077) 329 12,629 80,322 - (45,524) 12,629 34,798 Development costs that meet the recognition criteria as an intangible asset have been capitalised at cost. This intangible asset has been assessed as having a finite life and is amortised using the straight-line method over a period not exceeding four years commencing from the commercial release of the project. If an impairment indication arises, the recoverable amount is estimated and an impairment loss is recognised to the extent that the recoverable amount is lower than the carrying amount. Intellectual property includes intangible assets acquired through business or territory acquisition and relates primarily to copyright and software code over key products. Intellectual property is amortised over its useful life being 3 years. Notes CONSOLIDATED Development costs1 Intellectual Property2 Other Intangibles2 Goodwill2 $’000 $’000 $’000 $’000 47,729 (26,458) 21,271 3,167 (2,825) 342 21,271 8,106 - (8,113) - 21,264 342 - 54 (168) (28) 200 55,835 (34,571) 21,264 3,221 (3,021) 200 1,167 (429) 738 738 - 101 (249) (40) 550 1,268 (718) 550 12,008 - 12,008 12,008 - 300 - - 12,308 12,308 - 12,308 Total $’000 64,071 (29,712) 34,359 34,359 8,106 455 (8,530) (68) 34,322 72,632 (38,310) 34,322 At 1 July 2013 Cost (gross carrying amount) Accumulated amortisation Net carrying amount Year ended 30 June 2014 At 1 July 2013, net of accumulated amortisation and impairment Additions Revaluation on cost (Fx movement) Amortisation Revaluation on amortisation At 30 June 2014, net of accumulated amortisation and impairment At 30 June 2014 Cost (gross carrying amount) Accumulated amortisation Net carrying amount 48 INFOMEDIA.COM.AU NOTES TO THE FINANCIAL STATEMENTS 10. IMPAIRMENT TESTING OF GOODWILL Goodwill acquired through business combinations or territory acquisition has been allocated to four individual cash generating units, each of which is a reportable segment (refer note 23) for impairment testing as follows: • • • • Asia Pacific; Europe, Middle East & Africa; North America; and Latin and South America The recoverable amount of each cash generating unit has been determined based on a value in use calculation using cash flow projections as at 30 June 2015 based on financial budgets approved by The Board for the 2016 financial year extrapolated for a five year period on the basis of 5% growth together with a terminal value. The discount rate applied to cash flow projections is 14% (2014: 14%). The discount rate reflects management’s estimate of the cost of capital. Carrying amount of goodwill allocated to each of the cash generating units is as follows: Key assumptions used in value in use calculations: CONSOLIDATED Asia Pacific Europe, Middle East & Africa North America Carrying amount of goodwill 2014 Foreign exchange movement Carrying amount of goodwill 2015 $’000 2,793 73 2,866 $’000 5,870 153 6,023 $’000 2,768 72 2,840 Latin and South America $’000 877 23 900 Total $’000 12,308 321 12,629 The following describes each key assumption on which management has based its cash flow projections when determining the value in use of its cash generating units: • • • • • • The Company will continue to have access to the data supply from automakers over the budgeted period; The Company will not experience any substantial adverse movements in currency exchange rates; The Company’s research and development program will ensure that the current suite of products remain leading edge; The Company is able to maintain its current gross margins; The discount rates estimated by management are reflective of the time value of money; and Management has used an AUD/USD exchange rate of $0.84 and an AUD/EUR exchange rate of $0.70 in its cash flow projections. Sensitivity to changes in assumptions: Growth rate assumptions –Management notes that if negative growth rates are applied to revenues, by 5% over the five year period, this still yields a recoverable amount to be above its carrying amount. Discount rate assumptions – Management recognises that the time value of money may vary from what they have estimated. Management notes that applying a discount rate of double the current rate still yields the recoverable amount to be above its carrying amount. Foreign exchange rate assumptions –Management notes that applying an AUD/USD exchange rate of $1.00 and an AUD/EUR exchange rate of $0.80 still yields the recoverable amount to be above its carrying amount. 49 INFOMEDIA.COM.AU NOTES TO THE FINANCIAL STATEMENTS 11. TRADE AND OTHER PAYABLES (CURRENT) Notes CONSOLIDATED Trade creditors Other creditors 11(a) 2015 $’000 623 2,812 3,435 2014 $’000 411 2,190 2,601 (a) Trade creditors are non-interest bearing and are normally settled on 30 day terms. Due to the short term nature of these payables, their carrying value is assumed to approximate their fair value. 12. PROVISIONS (CURRENT) Notes CONSOLIDATED Employee Benefits 14(a) 2015 $’000 2,801 2,801 Employee benefits obligation expected to be settled within 12 months is $1,050,000. 13. DEFERRED REVENUE (CURRENT) Notes CONSOLIDATED Revenue in advance 14. PROVISIONS (NON-CURRENT)) 2015 $’000 489 489 Notes CONSOLIDATED Employee benefits (a) Movement in employee benefit provision Carrying amount at the beginning of the year Utilised Arising during the year Carrying amount at the end of the year Current Non-current 12 2015 $’000 460 460 2,837 (1,243) 1,667 3,261 2,801 460 3,261 2014 $’000 2,339 2,339 2014 $’000 477 477 2014 $’000 498 498 2,487 (1,219) 1,569 2,837 2,339 498 2,837 50 INFOMEDIA.COM.AU NOTES TO THE FINANCIAL STATEMENTS 15. CONTRIBUTED EQUITY AND RESERVES Movement in ordinary shares on issue: At 1 July 2014 Share options exercised At 30 June 2015 Notes Number $’000 306,766,855 2,473,332 309,240,187 11,476 598 12,074 Fully paid ordinary shares carry one vote per share and carry the right to dividends. Movement in ordinary shares on issue: At 1 July 2013 Share options exercised At 30 June 2014 Notes Number $’000 303,576,855 3,190,000 306,766,855 11,476 598 12,074 Fully paid ordinary shares carry one vote per share and carry the right to dividends. Capital management When managing capital, the company’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. Subject to the company’s financial position and future financial performance, the company’s current dividend policy is to distribute, in the order of 75-85% of profit after tax. During the 2015 financial year, the company paid dividends of $11.8 million (2014: $10.5 million). Employee Option Plan There were nil (2014: 2,170,000) options granted during the current year (average exercise price 2014: $0.565). Notes CONSOLIDATED Employee equity benefits reserve Foreign currency translation reserve Cashflow hedge reserve $’000 $’000 252 - 211 - 463 - 257 - 720 650 132 - - 782 253 - - 1,035 $’000 (755) - - 1,079 324 - - (724) (400) Total $’000 147 132 211 1,079 1,569 253 257 (724) 1,355 Movement in reserves: At 1 July 2013 Currency translation differences Share based payments expense Derivatives marked to market At 30 June 2014 Currency translation differences Share based payments Derivatives marked to market At 30 June 2015 Nature and purpose of reserves Employee equity benefits reserve This reserve is used to record the value of equity benefits provided to employees as part of their compensation. Refer to Note 18 for further details. Foreign currency translation reserve The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries. It is also used to record the effect of hedging net investments in foreign operations. Cashflow hedge reserve The cash flow hedge reserve is used to record the mark to market valuation of forward currency contracts at the balance sheet date that are considered effective hedges. 51 INFOMEDIA.COM.AU NOTES TO THE FINANCIAL STATEMENTS 16. STATEMENT OF CASH FLOWS (a) Reconciliation of profit after tax to the net cash flows from operations: Profit from ordinary activities after income tax expense Depreciation of non-current assets Amortisation of non-current assets Share based payment (Gains)/losses on hedging instruments Disposal of property, plant, and equipment Changes in assets and liabilities: (Increase)/decrease in trade and other debtors (Increase)/decrease in inventories (Increase)/decrease in prepayments (Increase)/decrease in deferred development costs (Increase)/decrease in intangible assets Increase/(decrease) in trade and other creditors Increase/(decrease) in allowance for doubtful debts Increase/(decrease) in provision for employee entitlements Increase/(decrease) in income tax payable Increase/(decrease) in deferred income tax liability Increase/(decrease) in revenue in advance Net cash flow from operating activities (b) Reconciliation of cash Cash balance comprises: -Cash at bank -Cash on deposit 17. COMMITMENTS & CONTINGENCIES (a) Lease expenditure commitments Operating leases (non-cancellable): Minimum lease payments - not later than one year - later than one year and not later than five years - later than five years Aggregate operating lease expenditure contracted for at balance date Notes CONSOLIDATED 2015 $’000 13,232 627 7,053 257 (28) - 1,383 - (733) (7,157) (372) 896 (33) 424 428 285 11 16,273 8,432 7,660 16,092 Notes CONSOLIDATED 2015 $’000 1,358 1,419 - 2,777 2014 $’000 12,279 662 8,530 211 (1,112) 7 (687) 1 129 (8,106) (387) 126 (37) 350 538 179 (190) 12,493 6,017 5,393 11,410 2014 $’000 1,268 1,990 - 3,258 Operating lease commitments are for office accommodation both in Australia and abroad. (b) Performance Bank Guarantee Infomedia Ltd has a performance bank guarantee to a maximum value of $508,000 (2014: $508,000) relating to the lease commitments of its corporate headquarters. 52 INFOMEDIA.COM.AU NOTES TO THE FINANCIAL STATEMENTS 18. SHARE BASED PAYMENT PLANS Employee Performance Rights Plan On 1 October 2014, the Company established the Executive Incentive Plan. The plan enables the Company to offer performance rights to eligible employees to obtain shares in the Company at no cost contingent upon performance conditions being met. The performance conditions include either a service period with performance components or a service period with an EPS hurdle. The performance rights are automatically exercised into shares upon the performance conditions being met. The following performance rights were granted during the period: Employee Performance Rights Plan Balance at beginning of year - granted - expired - exercised Balance at end of year Notes 2015 2014 Number of performance rights - (i) 614,702 - - 614,702 Exercise price Number of options Exercise price Nil Nil Nil Nil Nil - - - - - Nil Nil Nil Nil Nil (i) Number of performance rights granted during the year Number of performance rights Grant date Earliest vesting date Expiry date Exercise price 614,702 1/10/2014 1/10/2017 1/10/2017 Nil Employee Option Plan The Employee Option Plan entitles the Company to offer ‘eligible employees’ options to subscribe for shares in the Company. Options will be granted at a nil issue price unless otherwise determined by the Directors of the Company and each Option enables the holder to subscribe for one Share. The exercise price for the Options granted will be as specified on the option certificate or, if not specified, the volume weighted average price for Shares of the Company for the five days trading immediately before the day on which the options were granted. The Options may be exercised in accordance with the date determined by the Board, which must be within four years of the option being granted. Information with respect to the number of options granted under the employee share incentive scheme is as follows: Employee Option Plan Notes 2015 2014 Balance at beginning of year - granted - expired - exercised Balance at end of year 18(a) 18(b) 18(b) 18(c) 18(d) Number of options 4,630,000 - (203,334) (2,473,332) 1,953,334 Weighted average exercise price Number of options Weighted average exercise price $0.370 - $0.289 $0.242 $0.542 5,850,000 2,170,000 (200,000) (3,190,000) 4,630,000 $0.200 $0.565 $0.190 $0.230 $0.370 53 INFOMEDIA.COM.AU NOTES TO THE FINANCIAL STATEMENTS 18. SHARE BASED PAYMENT PLANS (CONTINUED) (a) Options held at the beginning of the year: The following table summarises information about options held by employees at 1 July 2014 Number of options Grant date Earliest vesting date Expiry date 900,000 1,320,000 240,000 750,000 1,420,000 15/01/2012 30/05/2012 12/03/2013 27/09/2013 16/12/2013 15/01/2013 30/05/2013 15/01/2014 27/09/2014 15/12/2014 14/03/2015 30/05/2015 01/02/2016 31/10/2016 31/12/2016 (b) Options expired during the year: Number of options Grant date Earliest vesting date Expiry date Weighted avergae Exercise price $0.190 $0.190 $0.280 $0.565 $0.565 Weighted avergae Exercise price 150,000 53,334 15/01/2012 16/12/2013 15/01/2013 15/12/2014 14/03/2015 31/12/2016 $0.190 $0.565 (c) Options exercised during the year: Number of options Grant date Earliest vesting date Expiry date Weighted avergae Exercise price 750,000 1,320,000 80,000 323,332 15/01/2012 30/05/2012 12/03/2013 16/12/2013 15/01/2013 30/05/2013 15/01/2014 15/12/2014 14/03/2015 30/05/2015 01/02/2016 31/12/2016 $0.190 $0.190 $0.280 $0.565 (d) Options held at the end of the year Number of options Grant date Earliest vesting date Expiry date Weighted avergae Exercise price 160,000 750,000 1,043,334 12/03/2013 27/09/2013 16/12/2013 15/01/2014 27/09/2014 15/12/2014 01/02/2016 31/10/2016 31/12/2016 $0.280 $0.565 $0.565 The weighted average fair value of options granted during the year was nil (2014: $0.295). The fair value of the equity-settled options granted under the option plan is estimated as at the grant date using a binomial model taking into account the term and conditions upon which the options were granted. The following table lists the inputs to the model used for the year. 54 INFOMEDIA.COM.AU NOTES TO THE FINANCIAL STATEMENTS 18. SHARE BASED PAYMENT PLANS (CONTINUED) Dividend yield (%) Expected volatility (%) Risk free rate (%) Option exercise price Weighted average share price at grant date Granted 15/01/2012 Granted 30/05/2012 Granted 12/03/2013 Granted 27/09/2013 Granted 16/12/2013 10.00% 10.00% 41% 3.95% $0.190 $0.190 39% 3.08% $0.190 $0.190 4.33% 42% 3.22% $0.280 $0.280 3.87% 42% 3.09% $0.565 $0.565 4.98% 42% 3.17% $0.565 $0.565 Expense arising from equity-settled share-based payment 19. PENSIONS AND OTHER POST-EMPLOYMENT PLANS Superannuation Commitments Notes CONSOLIDATED 2015 $’000 257 2014 $’000 211 Contributions are made by the Company in accordance with the relevant statutory requirements. Contributions by the Company for the year ending 30 June 2015 were 9.50% (2014 : 9.25%) of employee’s wages and salaries which are legally enforceable in Australia. The superannuation plans provide accumulation benefits. 20. KEY MANAGEMENT PERSONNEL DISCLOSURES Compensation of Key Management Personnel Short-term Post Employment Other Long-Term Share-based Payments Notes CONSOLIDATED 2015 $ 1,881,535 177,089 13,428 108,803 2014 $ 1,806,618 117,796 16,242 82,943 2,180,855 2,023,599 55 INFOMEDIA.COM.AU NOTES TO THE FINANCIAL STATEMENTS 21. AUDITOR’S REMUNERATION Amounts received or due and receivable by the auditors of Infomedia Ltd: BDO East Coast Partnership - An audit or review of the financial report of the entity and any other entity in the consolidated entity - Tax compliance - Other assurance services 22. RELATED PARTY DISCLOSURES Ultimate Parent Infomedia Ltd is the ultimate Australian parent company Wholly-owned group transactions Notes CONSOLIDATED 2015 $ 108,000 25,000 4,465 137,465 2014 $ 105,000 20,000 - 125,000 (a) An unsecured, trade receivable of $2,005,404 (2014: $125,130) remains owing from IFM Europe Ltd from Infomedia Ltd. (b) An unsecured, trade receivable of $1,176,600 (2014: $744,265) remains owing from IFM Americas Inc. to Infomedia Ltd. (c) An unsecured, trade receivable of $73,696 (2014: $Nil) remains owing from Infomedia China (Wholly Owned Foreign Entity) to Infomedia Ltd. (d) During the year Infomedia Ltd paid $3,603,995 (2014: $3,989,036) to IFM Europe Ltd for intra-group distribution services. (e) During the year Infomedia Ltd paid $5,520,363 (2014: $4,065,682) to IFM Americas Inc. for intra-group distribution services. (f) During the year IFM Europe paid $Nil (2014: $22,441) to IFM Germany GmbH for intra-group distribution services. 56 INFOMEDIA.COM.AU NOTES TO THE FINANCIAL STATEMENTS 23. SEGMENT INFORMATION 30 June 2015 Notes Asia Pacific Europe, Middle East, Africa North America Latin & South America Corporate Total $’000 $’000 $’000 $’000 $’000 $’000 Business Segments REVENUE Sales revenue Consolidated revenue Segment result Finance revenue 14,882 27,252 15,211 3,040 - 60,385 60,385 11,214 22,363 9,212 2,956 (28,401) 17,344 - - - - 123 Consolidated profit before income tax 11,214 22,363 9,212 2,956 (28,278) Income tax expense 4 Consolidated profit after income tax Assets Segment assets Total assets Liabilities Segment liabilities Total liabilities Capital Expenditure Amortisation Depreciation 62 8,016 726 - - - - 868 466 32 440 99 80 - 52 - - - - - 49,805 13,446 301 6,613 476 123 17,467 (4,235) 13,232 58,609 58,609 14,780 14,780 413 7,053 627 * Corporate contains all business functions excluding direct sales & support costs of the other business segments. Unallocated assets/liabilities are all group assets and liabilities not directly attributable to the business segments. Unallocated costs: Research and development expenses Sales and marketing expenses General and administration expenses and currency gains / losses Notes CONSOLIDATED 2015 $’000 14,458 5,453 8,490 28,401 2014 $’000 13,778 5,174 10,487 29,439 57 INFOMEDIA.COM.AU NOTES TO THE FINANCIAL STATEMENTS 23. SEGMENT INFORMATION (CONTINUED) 30 June 2014 Notes Asia Pacific Europe, Middle East, Africa North America Latin & South America Corporate Total $’000 $’000 $’000 $’000 $’000 $’000 Business Segments REVENUE Sales revenue Consolidated revenue Segment result Finance revenue 13,863 27,161 13,082 3,037 - 10,965 22,219 - - 8,801 - 8,801 2,860 (29,439) - 106 2,860 (29,333) Consolidated profit before income tax 10,965 22,219 Income tax expense 4 Consolidated profit after income tax Assets Segment assets Total assets Liabilities Segment liabilities Total liabilities Capital Expenditure Amortisation Depreciation - - - - - 7,941 486 504 461 51 417 93 21 - 66 - - - - - 46,122 11,595 430 8,113 503 57,143 57,143 15,406 106 15,512 (3,233) 12,279 54,549 54,549 12,560 12,560 502 8,530 662 * Corporate contains all business functions excluding direct sales & support costs of the other business segments. Unallocated assets/liabilities are all group assets and liabilities not directly attributable to the business segments. Identification of reportable segments The group has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (the chief operating decision makers) in assessing performance and in determining the allocation of resources. The operating segments are identified by management based on the region in which the product is sold. Discrete financial information about each of these operating businesses is reported to the Board of Directors regularly. The reportable segments are based on aggregated operating segments determined by the similarity of the products produced and sold as these are the sources of the Group’s major risks and have the most effect of the rates of return. Accounting policies and inter-segment transactions The accounting policies used by the Group in reporting segments internally are the same as those contained in note 2 to the accounts and in the prior period. The group accounting policies for segments are applied to the respective segments up to the segment result level. Major customers The Group has many customers to which it provides products. There is no significant reliance on any single customer. 58 INFOMEDIA.COM.AU NOTES TO THE FINANCIAL STATEMENTS 24. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES The Company’s principal financial instruments, other than derivatives, comprise cash and short-term deposits. The Company has various other financial assets and liabilities such as trade receivables and trade payables, which arise directly from its operations. The Company also enters into derivative transactions through forward currency and range forward contracts. The purpose is to manage the currency risks arising from the Company’s operations. It is, and has been throughout the period under review, the Company’s policy that no trading in financial instruments shall be undertaken. The main risks arising from the Company’s financial instruments are cash flow interest rate risk, liquidity risk, foreign currency risk and credit risk. 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 disclosed in Note 2 to the financial statements. (a) Interest rate risk The Company’s exposure to the risk of changes in market interest rates relates solely to the Company’s cash holding of $16,092,000 (2014: $11,410,000) with a floating interest rate. The Company’s policy is to accept the floating interest rate risk with its cash holdings. Cash is held primarily with leading Australian banks for periods not exceeding 30 days, as such any reasonably expected change in interest rates (+/- 1%) would not have a significant impact on post tax profit or other comprehensive income. (b) Foreign currency risk The Company has transactional currency exposures. These exposures mainly arise from the transactional sale of products and to a lesser extent the associated cost of sales component relating to these products. As the Company’s product offerings are typically made on a recurring monthly subscription basis, there is a relatively high degree of reliability in estimating a proportion of future cashflow exposures. Approximately 30% of the Company’s sales are denominated in United States Dollars and 45% are denominated in Euros (measured using the spot foreign exchange rates in existence in the current financial year). The Company seeks to mitigate exposure to movements in these currencies by entering into forward exchange derivative contracts under an approved hedging policy. As a result of the Company’s investment in both its European and United States subsidiaries, the Company’s statement of financial position can be affected by movements in both the Euro and United States dollar against the Australian dollar. At 30 June, the Group had the following exposure to foreign currency that is not designated in cash flow hedges: Financial Assets Cash and cash equivalents CONSOLIDATED USD $ CONSOLIDATED EUR € 2015 $’000 1,138 1,138 2014 $’000 2,512 2,512 2015 €’000 1,844 1,844 2014 €’000 853 853 The following sensitivity is based on the foreign currency risk exposures in existence at the balance date: At 30 June, had the Australian Dollar moved, as illustrated in the table below, with all other variables held constant, post tax profit and total equity would have been affected as follows: Judgments of reasonably possible movements: CONSOLIDATED Post tax profit Higher/(Lower) Total equity Higher/(Lower) AUD/USD +10% AUD/USD - 15% AUD/EUR +10% AUD/EUR - 15% 2015 $’000 (72) 141 (117) 228 2014 $’000 (160) 310 (54) 105 2015 $’000 (72) 141 (117) 228 2014 $’000 (160) 310 (54) 105 Management believe the balance date risk exposures are representative of the risk exposure inherent in the financial instruments. 59 INFOMEDIA.COM.AU NOTES TO THE FINANCIAL STATEMENTS 24. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED) (c) Credit risk The Company’s credit risk with regard to accounts receivables is spread broadly across three automotive groups - manufacturers, distributors and dealerships. Receivable balances are monitored on an ongoing basis with the result that the Company’s exposure to bad debts is not significant. As the products typically have a monthly life cycle and are priced on a relatively low subscription price, the concentration of credit risk is typically low with automotive manufacturers being the exception. With respect to credit risk arising from the other financial assets of the Company, which comprise cash and cash equivalents, and certain derivative instruments, the Company’s exposure to credit risk arises from default of the counter party, with a maximum exposure equal to the carrying amount of these instruments. Since the Company trades only with recognised third parties, collateral is not requested nor is it the Group’s policy to securitise its trade and other receivables. (d) Price risk There are no items on the statement of financial position as at 30 June 2015 that are subject to price risk. (e) Liquidity risk The Company’s exposure to liquidity risk is minimal given the relative strength of the statement of financial position and cash flows from operations. Given the nature of the Company’s operations, operating leases and no borrowings, the Company does not have fixed or contracted payments at balance date other than with respect of its cash flow hedges which are disclosed below. Consequently the remaining contractual maturity of the group entity’s financial liabilities is as stated in the statement of financial position and is less than 60 days. Deferred revenue requires no cash outflow. Liquidity and Interest rate risk The following table sets out the carrying amount, by maturity, of the financial instruments exposed to interest rate or liquidity risk: 30 June 2015 Floating rate Cash and cash equivalents Trade and other receivables Trade and other payables 30 June 2014 Floating rate Cash and cash equivalents Trade and other receivables Trade and other payables Less than one year Two to five years Greater than five years Weighted average effective interest rate CONSOLIDATED $’000 16,092 5,065 (3,435) $’000 $’000 - - - - - - CONSOLIDATED % 1.4 - - Less than one year Two to five years Greater than five years Weighted average effective interest rate $’000 11,410 6,162 (2,601) $’000 $’000 - - - - - - % 1.4 - - Interest on cash and cash equivalents classified as floating rate is repriced at intervals of less than one year. Interest on financial instruments classified as fixed rate is fixed until maturity of the instrument. 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. 60 INFOMEDIA.COM.AU NOTES TO THE FINANCIAL STATEMENTS 24. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED) (f) Fair value Derivative instruments use valuation techniques other than quoted prices in active markets with only observable market inputs for the asset or liability, either directly (as prices) or indirectly (derived from prices) to determine the fair value of foreign exchange contracts. Derivative contracts The following table summarises the forward exchange contracts on hand at 30 June 2015. Maturity - Forward exchange contracts Less than one year Maturity - Forward exchange contracts Less than one year More than one year CONSOLIDATED Company buys Company sells Exchange rate $A’000 11,651 $A’000 11,134 298 USD’000 9,375 EUR’000 7,500 200 0.805 0.674 0.671 The mark to market valuation of these contracts at 30 June 2015 was ($533,000) which is booked directly in equity. The following table summarises the forward exchange contracts on hand at 30 June 2014. Maturity - Forward exchange contracts Less than one year Maturity - Forward exchange contracts Less than one year CONSOLIDATED Company buys Company sells Exchange rate $A’000 9,408 $A'000 9,301 USD’000 8,445 EUR'000 6,245 0.898 0.671 The mark to market valuation of these contracts at 30 June 2014 was $460,000 which is booked directly in equity. 61 INFOMEDIA.COM.AU NOTES TO THE FINANCIAL STATEMENTS 25. FINANCIAL INSTRUMENTS Fair values Set out below is a comparison by category of carrying amounts and fair values of all of the Company’s financial instruments recognised in the financial statements. The fair values of derivatives have been calculated by discounting the expected future cash flows at prevailing interest rates. CONSOLIDATED Carrying Amount Fair Value Financial assets Cash and cash equivalents Trade and other debtors Derivatives Financial liabilities Trade and other creditors Derivatives 2015 $’000 16,092 5,064 - $’000 3,435 533 2014 $’000 11,410 6,162 460 $’000 2,601 - 2015 $’000 16,092 5,064 - $’000 3,435 533 2014 $’000 11,410 6,162 460 $’000 2,601 - Recurring fair value measurements The following financial instruments are subject to recurring fair value measurements: Foreign exchange contracts - Level 2 Fair value hierarchy 30-Jun-15 30-Jun-14 $’000 (533) $’000 460 AASB 13 Fair Value Measurement requires disclosure of fair value measurements by level in the fair value measurement hierarchy as follows: - Level 1 - the instrument has quoted prices (unadjusted) in active markets for identical assets or liabilities - Level 2 - a valuation technique is used using inputs other than quoted prices within level 1 that are observable for the financial instrument, either directly (i.e. as prices), or indirectly (i.e. derived from prices) - Level 3 - a valuation technique is used using inputs that are not observable based on observable market data (unobservable inputs). Transfers During the year ended 30 June 2015, there were no transfers of available-for-sale equity securities or derivatives between levels 1 and 2 of the fair value hierarchy. There were also no transfers into or out of level 3 during the period. Valuation techniques used to derive level 2 fair values Derivative instruments use valuation techniques other than quoted prices in active markets with only observable market inputs for the asset or liability, either directly (as prices) or indirectly (derived from prices) to determine the fair value of foreign exchange contracts. Fair values of financial instruments not measured at fair value Due to their short-term nature, the carrying amounts of cash and cash equivalents, current receivables and current trade and other payables is assumed to approximate their fair value. 62 INFOMEDIA.COM.AU 26. PARENT ENTITY INFORMATION Current assets Non current assets Total assets Current liabilities Non current liabilities Total liabilities Contributed equity Retained earnings Employee equity benefit reserve Cashflow hedge reserve Total shareholders’ equity Profit or loss of the parent entity Total comprehensive income of the parent entity 27. INTERESTS IN CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS PARENT ENTITY 2015 $’000 15,519 39,410 54,929 7,580 5,885 13,465 12,074 29,072 720 (402) 41,464 13,580 14,305 2014 $’000 14,362 36,765 51,127 5,673 5,923 11,596 11,476 27,268 463 324 39,531 12,106 13,185 Name Country of incorporation Percentage of equity interest held by the Company (directly or indirectly) IFM Europe Ltd -Ordinary shares Different Aspect Software Ltd -Ordinary shares IFM Americas Inc United Kingdom United Kingdom -Ordinary shares United States of America IFM Germany GmbH* -Ordinary shares IFM China (WOFE) -Ordinary shares Germany China 2015 % 100 100 100 100 100 2014 % 100 100 100 100 - Parent entity 2015 $’000 2014 $’000 247 247 4,719 4,719 1 - 103 1 - - 63 INFOMEDIA.COM.AU DIRECTORS’ DECLARATION Directors’ Declaration In accordance with a resolution of the directors of Infomedia Limited, I state that: In the opinion of the directors: (a) the financial statements and notes of the consolidated entity are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the consolidated entity’s financial position as at 30June 2015 and of their performance for the year ended on that date; and (ii) complying with Accounting Standards and the Corporations Regulations 2001; and (b) the financial statements and notes also comply with International Financial Reporting Standards as disclosed in note 2. (c) there are reasonable grounds to believe that the consolidated entity will be able to pay its debts as and when they become due and payable. (d) this declaration has been made after receiving the declarations required to be made to the Directors in accordance with section 295A of the Corporations Act 2001 for the financial year ending 30June 2015. On behalf of the Board Frances Hernon Chairman Sydney 20 August 2015 64 INFOMEDIA.COM.AU 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 GRANT SAXON TO THE DIRECTORS OF INFOMEDIA LIMITED As lead auditor of Infomedia Limited for the year ended 30 June 2015, 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 Infomedia Limited and the entities it controlled during the year. Grant Saxon Partner BDO East Coast Partnership Sydney, 20 August 2015 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, other than for the acts or omissions of financial services licensees. ADDITIONAL INFORMATION Infomedia Ltd Information for shareholders – as at 9 September 2015 The shareholder information set out below was current as at 9 September 2015 a) Number of Shareholders There were 7,433 shareholders holding 309,240,187 fully paid ordinary shares. b) Distribution of equity securities Analysis of equity security holders by size of holding: Holdings Ranges Holders 1-1,000 1,001-5,000 5,001-10,000 10,001-100,000 100,001 and above Totals 658 2,397 1,673 2,564 141 7,433 Total Units 465,619 7,722,144 13,634,782 72,350,598 215,067,044 309,240,187 % 0.151 2.497 4.409 23.396 69.547 100.000 Less than marketable parcel: The number of shareholdings held in less than marketable parcels is 197. c) Equity security holders The following list represents the twenty largest quoted equity security holders: # 1 2 3 4 5 6 7 8 9 Holder Name NATIONAL NOMINEES LIMITED J P MORGAN NOMINEES AUSTRALIA LIMITED HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED CITICORP NOMINEES PTY LIMITED RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITEDBNP PARIBAS NOMS PTY LTD BRISPOT NOMINEES PTY LTD MR RICHARD DAVID GRAHAM UBS NOMINEES PTY LTD 10 MR ANDREW PATTINSON 11 12 13 14 15 RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED BOND STREET CUSTODIANS LTD NATIONAL NOMINEES LIMITED CITICORP NOMINEES PTY LIMITED PERSHING AUSTRALIA NOMINEES PTY LTD 16 MR PETER ALEXANDER BROWN 17 18 BOND STREET CUSTODIANS LIMITED AMP LIFE LIMITED 19 MS GAIL GORHAM 20 BENDEL NOMINEES PTY LIMITED TOTAL TOTAL ISSUED CAPITAL Number 43,919,588 33,705,682 25,641,222 19,337,928 18,930,647 18,588,878 9,130,157 4,043,001 2,882,907 2,447,567 2,343,125 2,202,044 2,100,100 1,962,290 1,785,309 1,350,000 871,066 617,137 600,000 560,000 193,018,648 309,240,187 % 14.202% 10.900% 8.292% 6.253% 6.122% 6.011% 2.952% 1.307% 0.932% 0.791% 0.758% 0.712% 0.679% 0.635% 0.577% 0.437% 0.282% 0.200% 0.194% 0.181% 62.417% 66 INFOMEDIA.COM.AU ADDITIONAL INFORMATION d) Unquoted equity securities Unquoted Options over Fully Paid Ordinary Shares Exercise Price 56.5 cents expiring 31/10/16 Holding Ranges Number outstanding Number of holders Holding range 100,001 and above 500,000 1 Holding Ranges 1-1,000 1,001-5,000 5,001-10,000 10,001-100,000 100,001 and above Total Holding Ranges 1-1,000 1,001-5,000 5,001-10,000 10,001-100,000 100,001 and above Total Unquoted Options over Fully Paid Ordinary Shares Exercise Price 56.5 cents expiring 31/12/16 Number outstanding Number of holders 0 0 0 373,334 670,000 1,043,334 0 0 0 5 4 9 Unquoted Options over Fully Paid Ordinary Shares Exercise Price 28 cents expiring 15/2/16 Number Outstanding Number of holders 0 0 0 160,000 0 160,000 3 0 3 Note: All options are issued in connection with employee incentive schemes. Options vest in equal tranches at specified annual intervals, with each tranche being subject to performance hurdles linked to employment and the Company’s share price as previously notified to the ASX. Holding Ranges 1-1,000 1,001-5,000 5,001-10,000 10,001-100,000 100,001 and above Total Unquoted Performance Rights Number outstanding Total number of holders 0 0 0 508,939 0 508,939 0 0 0 7 0 7 Note: Performance Rights are issued as part of the Company’s Executive Incentive Plan. Performance Rights form the LTI component of Executive remuneration and are tested against rigorous EPS targets. If targets are not met, the rights automatically lapse. e) Substantial shareholders Name Perpetual Limited ACN 000 431 827 Montgomery Investment Management Pty Ltd ABN 73 139 161 701 Number of Shares over which a relevant interest is held Voting Power 24,929,760 16,114,290 8.06% 5.21% 67 INFOMEDIA.COM.AU ADDITIONAL INFORMATION f) Voting rights (i) Fully Paid Ordinary Shares: On a show of hands each member present at a meeting in person or by proxy shall have one vote and upon a poll shall have one vote for each share represented. (ii) Options over ordinary shares: No voting rights. (iii) Performance rights: No voting rights g) Share buy-back Infomedia does not have a current on-market buy-back in place, and did not purchase any shares on-market during the financial year. h) Securities subject to escrow There are no shares currently subject to escrow. 68 INFOMEDIA.COM.AU CORPORATE DIRECTORY CORPORATE DIRECTORY Infomedia Ltd Telephone: Facsimile: Internet: Directors Company Secretary Chief Financial Officer Registered Office Auditor 357 Warringah Road Frenchs Forest NSW 2086 ABN 63 003 326 243 +61 (02) 9454 1500 +61 (02) 9454 1844 infomedia.com.au Frances Hernon Clyde McConaghy Anne O’Driscoll Bart Vogel Nick Georges Russel King 357 Warringah Road Frenchs Forest NSW 2086 BDO Australia Level 10, 1 Margaret Street Sydney NSW 2000 Share Registry Boardroom Pty Ltd Grosvenor Place, Level 12, 225 George Street Sydney NSW 2000 Lawyers Thomsons Lawyers Level 25 Australia Square Tower 264 George Street Sydney NSW 2000 69 INFOMEDIA.COM.AU NOTES 70 INFOMEDIA.COM.AU 71 INFOMEDIA.COM.AU A Note about Forward Looking Statements All statements other than statements of historical fact included within this Annual Report, including without limitation, statements regarding future goals and objectives of Infomedia, are forward-looking statements. Forward-looking statements can be identified by words such as ‘looking forward’, ‘anticipate”, ‘believe’, ‘could’, ‘estimate’, ‘expect’, ‘future’, ‘intend’, ‘may’, ‘opportunity’, ‘plan’, ‘potential’, ‘project’, ‘seek’, ‘will’ and other similar words. Future looking statements involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and assumptions and estimates regarding future conditions, events and actions. Such statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, its directors and management. Such factors may cause Infomedia’s actual results to differ materially from the any forward looking statement contained in this report. The Company does not give any assurance that the results, performance or achievements expressed or implied by the forward- looking statements contained in this Annual Report will actually occur and investors are cautioned not to place reliance on these forward-looking statements. Infomedia does not undertake to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained within this report, except where required by applicable law and stock exchange listing requirements. Investors should rely on the Company’s published statutory accounts when forming any investment decisions. 72 INFOMEDIA.COM.AU