Annual Report
2021
FY21 Highlights
6.5m+
Assessments delivered in
FY21 across 117 countries
ICAS growth
ahead of target
290,000+
ASSESSMENTS DELIVERED IN 1H21
Janison accredited
as National Service
Provider of PISA for
Schools in the UK,
Australia and USA
Gender Diversity
50% 50%
2 | Janison Annual Report 2021
$30m
OPERATING REVENUE
+38%
$23m
ANNUALISED
RECURRING REVENUE
$18.3M ASSESSMENT ARR
+75%
55%
GROSS PROFIT
MARGIN
+9PPS
$23m
CASH ON HAND
+109%
$3m
EBITDA
+21%
Contents
FY21 Highlights ..................................................... 02
Janison Overview .................................................. 04
COVID-19 Response ............................................. 18
Environmental, Social & Governance ................. 20
Chairman’s Review ................................................ 24
CEO’s Review ........................................................ 26
Directors’ Report .................................................. 30
Board of Directors ................................................ 40
Remuneration Report ........................................... 44
Financial Statements ............................................ 62
Notes to the Financial Statements ...................... 68
Directors’ Declaration ........................................101
Auditor's Independence Declaration ...............102
Independent Auditor’s Report ...........................103
Additional Information .......................................108
Corporate Directory ...........................................111
Janison Annual Report 2021 | 3
Janison Overview
Janison
Overview
Janison Overview
Our purpose is to unlock the potential in every learner.
Our team of dedicated educators, technologists and
change agents empower teachers, students, professional
accreditation bodies and governments to achieve
meaningful educational outcomes by measuring
knowledge and progress.
Janison’s assessment platform and products provide key
insights through real-time analytics designed to inform
targeted teaching and data-driven intervention strategies.
Founded 20 years ago, we are an award-winning
Australian owned, publicly listed edtech pioneer
delivering more than 27 million assessments since
inception in over 117 countries.
Our technology supports our commitment to equity
and accessibility for all. For the millions of candidates
that we reach – many in some of the most remote parts
of the world – access to our assessment solutions offers
life-changing opportunities in education and work.
Janison has an exclusive knowledge partnership
with the Organisation for Economic Co-operation and
Development (OECD) to deliver its PISA for Schools test,
a school-level benchmarking tool linked to the PISA
framework which puts gold-standard data into the hands
of educators globally. Janison powers the test in currently
15 countries including Australia, the UK and the US.
Janison also proudly delivers ICAS Assessments, a
suite of school tests including the renowned ICAS
competition. The tests give an independent, objective,
and contemporary perspective on curriculum-based
skills. ICAS Assessments delivers powerful data to enable
schools to make key teaching decisions as well as inspire
students to stretch themselves.
We continue to forge a reputation for forward-thinking,
robust solutions and surpass expectations in the
digital transformation of assessments. It’s a journey
we’re dedicated to taking.
Janison's platform customers and products
ICAS
assessments
Janison Annual Report 2021 | 5
Janison Overview
Janison Overview
Janison's statistics
Janison is a global market leader in digital assessments
and testing
117+
COUNTRIES
>200k
REMOTE PROCTORED
EXAMS
6.5m+
DIGITAL
ASSESSMENTS
6 | Janison Annual Report 2021
4.5m+
STUDENTS
160
EMPLOYEES
Janison Overview
What makes Janison unique
Purpose-led
Janison is driven by its purpose
to unlock the potential in every
learner via the digital transformation
of assessment.
Exam integrity
and security
Our Janison Insights assessment
platform is GDPR compliant,
meeting European standards,
compliant with the Australian
Government’s Information
Security Manual, and is certified
for ISO 27001. Our solutions
offer enterprise-grade security,
encryption and the peace of
mind of local data hosting.
Our remote proctoring solution
balances protecting student
data and privacy with ensuring
the highest possible level of
academic integrity.
Social impact
Clients and educators transitioning
from managing paper exams
to the streamlined processes
of Janison’s online assessment
platform benefit from substantial
time and cost savings, as well
as reducing their impact on the
environment through paperless
exams and transportation miles.
Our founding ethos is to enable
equitable access to education
for all, giving learners a fair and
consistent experience whether
they are in the heart of a city
or in one of the world’s most
remote locations.
Proven track record
of technology at scale
From the earliest days of the internet,
we’ve been achieving world-firsts
in education technology at scale.
We’re trusted by educators and
governments to deliver over
6.5 million online assessments
across 117+ countries annually.
Janison is the technology powering
NAPLAN Online - the annual
Australian school assessment
and the world's largest digital
assessment. In 2021 Janison's
platform supported 900,000
students with 197,000 concurrent
users processing 32,000 transactions
per second.
Strong relationships
with 100% retention
Our happy customers keep coming
back for more. Janison’s quality
solutions, agile and collaborative
approach, and exceptional 24/7
support and service mean that we
have forged long-lasting relationships
and 100% retention for our
assessment platform clients to date.
Australian born.
Global presence
Janison is an Australian-owned,
ASX-listed education technology
pioneer whose team of experts
and developers innovate online
assessment and learning solutions
for forward-thinking corporations,
governments, and education bodies
around the world.
By educators,
for educators
Making education tools equitable
and accessible to all learners is
what we’re all about. Founded
by educators, we understand and
support the education industry, from
schools, principals and teachers –
making student testing experiences
positive, and delivering insightful,
relevant data to enable real
classroom impact.
Agile products
Janison’s product suite brings
powerful benefits to a breadth
of exacting and industry-specific
assessment scenarios within
Schools, Higher Education,
Government and Enterprise.
What’s more, our solutions are
highly configurable and can tailor
to almost any exam context.
Unparalleled
functionality
Our technology experts have a track
record of anticipating what tools
educators will need next, creating
forward-looking functionality and
features to enhance and streamline
assessment workflows and deliver
deep data.
Janison Annual Report 2021 | 7
Janison Overview
Our people
An exceptional leadership team, each with a proven track record in
building and scaling companies.
Supported by a team of approximately 200 people, headquartered
in Sydney, Janison is comprised of one third educators, one third
technologists and one third corporate experts.
Wayne Houlden
Founder and Vice Chairman
David Caspari
Chief Executive Officer
Just as Janison the company is unique and exceptional at what it does, its people
and the bonds between them are unique and exceptional, too. Breaking new ground
in our industry means that we attract a kaleidoscope of personalities, as quirky
brilliance takes many forms. No matter your story it’s a work culture that authentically
embraces your uniqueness and nurtures your honesty and ideas.
– David Caspari, CEO
8 | Janison Annual Report 2021
Stuart Halls
Chief Financial Officer
Amy Barouch
Group Executive,
Educational Assessments
Derek Welsh
Chief Operating Officer
Sara Ratner
Group Executive
PISA for Schools
Tom Rustowski
Chief Revenue Officer
Denise Hanlon
Chief People Officer
George Gorman
Chief Technology Officer
Rebecca Niemiec
Head of Customer &
Event Support
Matt Wolf
Head of Product
Janison Annual Report 2021 | 9
Janison Overview
Global view
We operate in a global market
for digital assessments. The
addressable market includes schools,
governments, accreditation bodies
and higher education institutions.
Spending on EdTech and digital
expenditure is expected to grow by
2.5x between 2019 and 2025 to reach
a total market size of $550 billion.
This represents approximately
5.5% of the total spend on education
globally. Schools, universities and
colleges are still at the early stages
of their digital adoption journey.
As a result of COVID-19, the
estimated market size for EdTech
has expanded by a further $85 billion
in the past year. The short-term
increase in spending through COVID
is expected to remain in the long
term as education departments uplift
infrastructure capability to provide
the devices and networking standards
required for digital adoption.
Janison's addressable marketplace
consists of two distinct channels:
• Direct to consumer -
either student or parent
• B2B/B2G - Schools, professional
accreditation bodies, state &
national education departments
globally.
10 | Janison Annual Report 2021
Janison specialises in high-stakes
high-volume digital assessment
platforms for which there are few
competitors able to offer comparable
levels of scale, reliability, and exam
integrity with demonstrated success
with governments and esteemed
education institutions.
Janison's assessment products
include ICAS which has been
celebrating academic performance
for 40 years this year, and PISA for
Schools which is developed and
backed by the OECD and being
rolled out exclusively on the Janison
platform around the globe.
America
3%
Janison began delivering online
assessments in the US in 2020 when
it became accredited by the OECD
as the National Service Provider of
PISA for Schools in the region. It is
also the exclusive platform provider
of the assessment in Brazil.
Janison Overview
EMEA
10%
Asia
10%
Australia & NZ
77%
Janison has expanded into the
EMEA region through a number
of new European customers and
expansion of its PISA for Schools
digital assessment.
In FY21 Janison delivered its flagship
ICAS assessment to schools across a
number of Asian countries including
Malaysia, Singapore, Hong Kong
and the Philippines. The global
application of this assessment and
its digital delivery enables a vast
addressable market for this product.
At home, Janison saw substantial
growth in revenue from the delivery
of ICAS and other online assessment
platform clients, despite the impact
of COVID-19 on traditional in-person
exam delivery services.
Janison Annual Report 2021 | 11
Janison Overview
A brief history
Since the earliest days of the internet, we’ve been delivering
high-impact, assessment and learning solutions at state, national
and international level. Here are some of our key milestones.
Another world-first: the first standardised, large-scale
online assessment to nearly 40,000 students from 650
schools in one day. We address the scalability, delivery
and security challenges of running NSW science exams,
known as VALID, with an innovative approach – using
Microsoft’s then newly-released cloud service, Azure.
Janison builds one of
the earliest Learning
Management System
(LMS) platforms -Janison
Toolbox, for TAFE NSW.
The groundbreaking
interface allows students
to access courses
remotely and submit
assessments online.
Janison registers
as an Australian
company in
Tamworth,
regional NSW.
1998
1999
2005
2010
2011
2016
Our online
assessment
platform
continues
to deliver
successes and
transformative
education
insights for
government
department
clients. We
rename it
Janison Insights.
10,000
100,000 users are engaging with our
online assessment platform, Janison
Cloud Assessment which wins us the
national iAward – putting Janison
in the company of fellow winners
including the creators of Google Maps
and Huawei’s E5 WiFi 3G modem.
We solve the British Council’s challenge of
delivering English proficiency exams to parts
of the world with poor internet connectivity
by building a world-first: Janison Replay. The
application is one of the first to adopt Google’s
newest technology, allowing uninterrupted tests
even amid dropouts.
We launch our new learning product,
Janison LMS, offering a fresh new interface
for administrators and learners. The
Governance Institute of Australia, Australian
Securities and Investments Commission
(ASIC), TAFE NSW, NSW Ambulance and
WorkCover WA are among its first clients.
12 | Janison Annual Report 2021
Janison lists on the
Australian Stock
Exchange (ASX)
with a market
capitalisation of
approximately
$60 million. It
follows a successful
$10 million capital
raising to fund
our global growth
initiatives.
We join forces with the
Organisation for Economic
Co-operation and
Development (OECD).
As its chosen platform to
deliver its PISA-based Test
for Schools (PBTS) online.
We begin the
transition to a
standardised yet
highly-configurable
assessment platform -
'Janison Insights' built
on the functionality
developed in
conjunction with
esteemed education
institutions worldwide.
A seismic shift for
the Janison brand
as we become sole
provider of PISA for
Schools in Australia
and accredited by
the OECD as the
National Service
Provider of PISA for
Schools in Australia
and the UK.
2017
2018
2019
2020
2021
The company celebrates a
$7 million capital raise, plus
a landmark deal to remotely
deliver university entrance
exams for Czech Republic
assessment provider SCIO.
Acquisition of UNSW Global’s
Educational Assessments
business, including the
ICAS schools competition.
ICAS
assessments
Janison raises
$18m to fund
expansion of
its 3 strategic
growth drivers,
acquisitions,
and product
investment, in
a heavily over-
subscribed
placement and
share purchase
plan.
Another world first.
In May 2018, we
successfully deliver
the first NAPLAN
Online exam to
200,000 students at
1,400 schools across
Australia. 99.9 per cent
of the 668,529 individual
tests are completed
successfully online, and
with no slowdowns –
earning international
attention for Janison.
Janison continues to flourish
even amid the global grip of
COVID-19, securing major
assessment projects including
Chartered Accountants, Check-in,
University of London, Selective
Schools testing and global
partnerships with Go1 and D2L.
Janison Annual Report 2021 | 13
Janison Overview
Our purpose
To unlock the potential in every learner.
Janison was founded by a teacher who had a
vision to enable equitable access to education
for all, no matter their location or circumstances.
This commitment to ensuring that no learner is
disadvantaged remains at the centre of our ethos
and what we deliver.
14 | Janison Annual Report 2021
Janison Overview
The pivotal role of effectively measuring students’
knowledge is quickly being acknowledged by education
departments and governments. Pinpointing learning
gaps, stretching skillsets and tapping into learners’
unique problem-solving abilities can have life-changing
consequences – including access to the most effective
possible pathway through schooling and beyond. Through
our technology, we equip educators with the tools and
data to enable this level of impact on every learner.
Janison Annual Report 2021 | 15
Janison Overview
Janison's values
We’re deeply committed to our relationships with our clients, partners and
each other, and to continuing our track record of innovation and raising the
bar within our industry. Our values speak to how we deliver this.
Own it and find a way
We take ownership of the problem or opportunity in front
of us and work together to find a way and get it done.
Realise potential
We believe that great things happen when people
are empowered to learn, grow and innovate.
Act Sustainably
We are custodians of our company’s future and act accordingly,
with respect for our people, community and planet.
16 | Janison Annual Report 2021
Janison Overview
Focused growth drivers
Janison’s FY25 horizon growth model is supported by three major drivers,
these include:
PISA for Schools
Exclusive partnership with the OECD to deliver across 90+ countries,
large total addressable market (TAM) and cross-sell opportunities.
ICAS
assessments
ICAS Assessments
A suite of esteemed school assessments with a 40-year history, sold to 50% of
all Australian schools and 15 countries since inception, with global application.
Janison Insights, online assessment platform
Increasing scale benefits, high-margin and ARR from platform customer acquisition
and expansion.
Product innovation and acquisitions will provide additional assessment products and revenue for
an additional layer of revenue growth into FY25.
94% of exam bodies say
candidates’ academic
performance improved
after online assessment
technologies were
incorporated into the
educational system
Janison Annual Report 2021 | 17
Janison Overview
Janison’s response
to COVID-19
In 2020, 1.5 billion students in
188 countries were locked out of their
schools causing massive disruption to
their learning. – Andreas Schleicher, OECD.
Business continuity
Delivering the ICAS
2020 event beyond
expectations
Our enhanced offering:
remote online proctoring
When Australia’s pandemic response
Our commitment to safeguarding
To ensure education continuity
and lockdowns began in early 2020,
equitable access to education
amongst our clients, Janison
we had already been leading the
was a key driver behind our
delivered a remote proctoring
way in remote-working practices
decision to extend the ICAS
solution, Janison Remote in FY21.
and our products live entirely in
assessment window in 2020.
the cloud, which means they are
protected from the physical effects
and can run autonomously.
This allowed exams to continue to
The extension allowed school
run in the safety of students’ homes
children in locked-down states
across the Czech Republic and high-
to still participate in this annual
stakes exams to run remotely for the
All of this means that we were and
milestone competition.
University of London.
still can seamlessly transition to
fully remote working for all staff and
remain online for all customers across
117+ countries around the world.
ICAS 2020 delivered beyond
Our hybrid services meant that
expectations, 290,000 tests
almost one million school students
administered and a 98%
were able to sit their assessments
improvement in customer
online and continue their education.
satisfaction with seamless
test event delivery.
18 | Janison Annual Report 2021
Through COVID-19 we successfully developed products and
acquired new customers to help our business grow and provide
teachers with valuable insights into the learning lost amongst
students. Government funding made it possible for us to retain all
of our people in meaningful employment and endure an incredibly
difficult time for our exam management division. – David Caspari, Janison CEO.
The response from schools to the Check-in package has been
fantastic. Feedback from the assessment tool will contribute to the
NSW Government’s curriculum overhaul, which will see a renewed
focus on literacy and numeracy.” – The NSW Minister for Education, Sarah Mitchell.
Curtailing Schools' lost
learning with a flagship
diagnostic assessment
Evaluating the schools’
impact of COVID-19
internationally
Safeguarding our
people's wellbeing
In partnership with NSW Department
With our project to deliver the PISA
Janison strengthened its commitment
of Education, we authored and
for Schools test in several countries
to the wellbeing of our people
delivered the Check-in assessment
already well underway with the
throughout the logistical and business
to pinpoint learning loss amongst
OECD since 2019, in 2020, Janison
challenges of COVID-19 in FY21.
children during school closures.
established a PISA for Schools Sales
318,000 tests were completed and we
delivered results data into teachers’
and Operational team to bolster
further international roll-out.
During the rolling lockdowns,
nationwide uncertainty, and
personal challenges, we ensured
hands within 48 hours, allowing for
This included delivery of an additional
there was a continuous two-way
immediate teaching interventions.
Global Crises Module questionnaire,
communication with our staff, and
The NSW Teachers Federation union
which uses OECD measurement tools
offered flexible working options,
called Check-in an “enlightened
to allow schools to assess the impact
additional days off including
approach to assessment”, and in
of the pandemic on several detailed
RUOK Day Off', care packages,
early 2021 the Grattan Institute
aspects of their students’ learning,
home office support and resources
publicly praised the results as the
including emotional impacts.
to support our employees' mental
best quality post-COVID schools’
dataset to date.
and physical health.
Janison Annual Report 2021 | 19
Janison Overview
Janison’s impact on soci ety and the
environment
Potential
• Janison’s founding ethos is to enable learners to realise their
full potential.
• Our software is designed to provide a consistent exam
experience for all learners regardless of their socioeconomic
background, hardware type or network connectivity.
• We strive to achieve the highest accessibility standards to offer
learners of all accessibility needs the same opportunities as
their counterparts.
• Our technology helps teachers focus their attention, skills, and
limited time on what matters most; their students. The branch-
testing feature within our assessment platform provides greater
depth of results and our reporting is comprehensive and fast-
putting rich actionable insights into the hands of educators to
develop targeted interventions.
"We’ve pioneered
technology that closes
the connectivity divide by
running seamlessly in low-
bandwidth environments,
allowing all learners to
receive an identical test
experience no matter
where in the world they are
located." – David Caspari, CEO.
“It is draining. Exhausting.
Time consuming. The work
never stops."– The Conversation
in Aug 2020.
Time
• In Australia every year approximately 10 million teaching hours
are consumed in preparing, authoring, delivering, marketing and
reporting on paper-based exams across K-12 schools, colleges
and universities.
• The Janison Insights online assessment platform provides
end-to-end capability for teachers to develop, deliver, auto-mark
and automatically report on assessments, saving approximately
4 million hours or 40% of teacher time in the process.
20 | Janison Annual Report 2021
Janison’s impact on soci ety and the
environment
Environment
• Each year in Australia, educational institutions across schools,
colleges and universities generate approximately 12,000 tonnes of
carbon dioxide because of printing and transporting test papers
to and from exam halls and between markers and administrators.
• We believe we can significantly reduce this carbon footprint to a
fraction of this total with the transition from pen-and-paper exams
to online assessments which are prepared, delivered, and marked
all within Janision's assessment platform without the need to print
or ship bundles of paper- saving trees, fossil fuels and preserving
the environment.
Equity
• Janison is passionate about the power of education and insightful
assessment technology to address inequity among learners. Our
commitment to ensuring that no learner is disadvantaged remains
at the centre of our ethos and what we deliver, as does our goal
to unlock the potential in every learner at all ability levels. By
delivering tools such as branching tests that adapt in real-time
to students’ performance, we can enable a deeper and far more
detailed assessment of students’ knowledge gaps and allow for
targeted intervention in the classroom.
• Janison’s technology allows remote Australian communities to
access the exact same online assessment experience that their
city counterparts have, no matter the quality of their infrastructure
or reliability of their internet connection. Around the world, our
tests and assessments reach remote and developing nations,
helping open life-changing opportunities for learners. Our
diagnostic school assessments provide vital reporting and insights
to enable teachers to develop learning interventions that lift
education outcomes.
10m
teaching hours
consumed with
paper-based exams
each year
12,000t
of carbon dioxide
produced in Australia
each year as a result
of paper-based exams
Janison Annual Report 2021 | 21
Janison Overview
Governance
Risk Management
We approach risk management as a continual process.
We actively manage risks with a carefully constructed view
on an appropriate tolerance level for each of the different
categories. For some, we have zero tolerance for risk, in
others, we are willing to accept varying degrees of risk to
be innovative with our products, technology, to enter new
markets, make acquisitions, improve value for our people,
customers, partners, our business and our community; but
not at the expense of meeting our legal, regulatory, safety
or ethical obligations.
Safety & Wellbeing
We care deeply about the physical and psychological
safety of our employees, customers and consumers. We
provide a safe environment in both the physical and digital
world for our employees and students to feel safe within.
Strategy & Competition
The board is actively involved in the development of
strategy. It approves and regularly reviews performance
against Janison's strategy. The Strategy Council, an
executive committee, continually monitors and assesses
Janison's strategy in line with changes in the market.
Security & Privacy
Cyber Security and Data Protection are a significant
focus and investment for us in a world where as an
Australian-listed company with global regulatory
obligations in supporting government and institutional
clients conducting high visibility, high stakes assessments
for both adults and minors, we manage tightly the risk
of individual or state-led intrusion cyber attacks and
data breaches.
Cyber resilience is the ability to prepare for, respond to,
and recover from cyber-attacks. Cyber resilience helps an
organisation protect against cyber risks, defend against
and limit the severity of attacks, and ensure its continued
survival despite an attack.
Janison's Information Security Management System
(ISMS) is the set of controls and processes by which we
achieve Cyber and Data Privacy resilience. Our ISMS is
compliant with the Australian Governments Information
Security Manual (ISM), European Governments General
Data Protection Regulation (GDPR) and has achieved
certification in the International standard for information
security management system (ISMS) ISO/IEC 27001:2005.
22 | Janison Annual Report 2021
Board
Our board is responsible for the corporate governance
of Janison. It is committed to optimising the business
for financial performance and building sustainable value
for our customers, employees, shareholders and the
wider community. The board comprises directors with
a diverse range of skills, age and experience to support
robust decision-making. An assessment of the board
composition and performance takes place regularly. Full
board biographies can be found on page 40 of this report.
Board Diversity
FY21
20%
26%
FY20
17%
FY20
83%
FY21
80%
53
Average age
4 1
Average
tenure (yrs)
3.6
Board Skills Matrix
Independent
Strategy
Corporate Governance
Risk & Compliance
Legal
Health / Safety / Environment
Investor / Public Relations
Technical
Product Development
Commercial / Operational
Financial / Accounting
Capital Markets
Mergers & Acquisitions
8 / 10
10 / 10
7 / 10
7 / 10
7 / 10
6 / 10
8 / 10
8 / 10
8 / 10
9 / 10
7 / 10
7 / 10
8 / 10
Janison Overview
Diversity
At Janison we foster a culture that appreciates and
respects the diversity of our employees. We believe
our employees can thrive when they feel comfortable
to be themselves in the workplace and are encouraged
to bring their uniqueness to the role and our company.
There are numerous forms of diversity and individual
characteristics upon which we can measure ourselves.
In FY21 we are pleased to have achieved equal balance
in one of these key areas - gender diversity.
At 30 June 2021 Janison consisted of a 50% female
workforce - something that puts us toward the upper end
amongst other technology peers, and stands us in good
stead to continue the strong proportional representation
of females at each level of our organisation, including
on our executive leadership team which comprises
40% females. We are also encouraged to have a broad and
ever-expanding demographic of employees in terms of
nationality and age, with a range from 21 to 69 years old.
Employees by gender
Employees by age
FY21
50%
FY20
48%
8%
10%
8%
FY20
52%
FY21
50%
31-40
30%
44%
Male
Female
Under 30
31-40
41-50
51-60
61 and over
Janison Annual Report 2021 | 23
Janison Overview
Chairman’s review
In FY21 educators have been forced to
rapidly transition to digital technologies.
We believe this transformation, and the
benefits it brings, are here to stay.
Dear Shareholders,
Significant changes have taken place in the way education
is delivered and assessed globally over the past year.
Schools, parents, accreditation bodies and educators
of all types have adapted to digital technologies more
rapidly than ever before to maintain the necessary level
of teaching and assessment among students. Born of
technology and the thirst for knowledge, Janison has
supported educators as they tackle these changes, as well
as capture the benefits of delivering online assessments.
The COVID-19 pandemic has impacted students around
the world - both academically and mentally, because of
distance learning and isolation from teachers and fellow
students. As the Chair of Janison, I am comforted in the
Janison's suite of products and
comprehensive reporting tools
have helped educators identify
students most in need of assistance.
knowledge our suite of products and comprehensive
reporting tools have helped educators identify students
most in need of assistance and understand what
interventions are required. This is particularly important
when the students most affected are often those less
affluent, or less advantaged, than others. Helping every
learner realise their potential is our purpose, with a strong
emphasis on ‘every’ as the operative word.
In supporting learners and educators around the world,
Janison has grown immensely during the financial year
FY21. Most notably is the growth in Janison’s digital
assessment platform, and the associated services to
support remote exam delivery. Educators around the
globe relied upon Janison to help administer more than
6.5 million assessments in over 117 countries from any
location including the home.
Looking ahead
Looking into the future, we see education, and
assessments, continue to be digitised as the need for
business, and learning, continuity within these uncertain
times prevail, but also as educators begin to experience
the incredible benefits achievable with online assessments
and the rich insights they can provide.
Together with our partner, the OECD, Janison is
expanding its footprint with the digital delivery of PISA for
Schools – a one of a kind assessment built by the OECD
on the main PISA study scales. The online assessment
provides exceptional global benchmarking data on both
cognitive and emotional topics to help provide invaluable
insights to schools around the globe who are grappling
with understanding student performance particularly over
the past year. We are confident demand for this product
will only increase further into next year and beyond.
Capital raise
Our confidence was echoed by our shareholders in June
and July 2021 when Janison completed a very successful
and heavily oversubscribed placement and share purchase
plan (SPP) raising A$18 million before fees.
This new capital provides Janison with the ability to
accelerate its growth objectives and provide the financial
flexibility to pursue strategic investments including
24 | Janison Annual Report 2021
the ongoing innovation to retain a market-leading
position for high-scale, high-stakes digital assessments.
executive leaders to embed this philosophy into our
day-to-day operations.
In FY21 and continuing into next year we will also
invest in enhancing our security features to ensure
our customers continue to have peace of mind and
trust Janison to safeguard their data and deliver highly
secure digital exams.
ESG
As we scale and mature as a business, our focus has
turned to the impact Janison makes on the world in
which we do business. This work encompasses the
lives of our learners, the broader environment, and
our community. Earlier in this report I am pleased to
present our inaugural statement of social and
environmental impact outlining the difference Janison
is making through the products and services it provides.
We also begin to report on some of the key governance
topics critical to maintaining the business' success.
Summary
In conclusion, FY21 was a fantastic year for Janison and
I could not be more proud of our people, our leaders,
directors and everyone involved in making this year such
a huge success for our customers and our shareholders.
Despite the challenges brought on by the pandemic, we
managed to navigate carefully and execute our plans
flawlessly.
The digital transformation taking place locally and
across the world is providing Janison with an immense
opportunity to support educators as they emerge post-
pandemic with the tools to help learners realise their
potential.
Thank you to our customers, partners and shareholders
for supporting Janison throughout the year and we look
forward to our continued success.
We will continue to enhance our reporting on
corporate governance and our commitment to
excellence in execution.
Sincerely,
Diversity and inclusion
We strive to acknowledge and appreciate all forms of
diversity at Janison and we actively celebrate diversity.
We believe in doing so we provide the psychological
safety every person deserves at work. When people feel
genuinely welcomed and supported, we believe it
creates the optimal environment for individuals and
teams to thrive and perform at their peak. During the
year we have implemented a number of cultural events
to celebrate diversity and worked closely with Janison’s
Mike Hill
Chairman
Janison Annual Report 2021 | 25
Janison Overview
CEO’s review
Janison is a trusted edtech partner of
governments, schools, accreditors and
educators around the world.
Dear Shareholders,
It is my pleasure to present Janison’s operational and
financial results for FY21. It has been a very successful
year, one which I am proud to have led, along with the
support of an amazing team.
Janison’s purpose is to unlock the potential in every
learner. The team at Janison are passionate about
empowering teachers, students and governments to
achieve better educational outcomes using our digital
assessment platform and assessment products.
In an environment where current assessment practices are
not fully preparing students for the next century of work,
our assessments are authentic, provide greater student
insights, and give more reliable data within a faster
timeframe; and our tech platform supports a commitment
to equity and accessibility for all. Notably, 94% of exam
bodies say candidates’ academic performance improved
after online assessment technologies were incorporated
into the educational system.
From regional NSW to an ASX-listed company
headquartered in Sydney, Janison is a trusted edtech
partner of governments, schools, accreditors and
educators around the world. We are an Aussie success
story, now thriving on the global stage by delivering
more than 6.5 million best-in-class assessments annually.
I look forward to helping more schools, parents and
education departments unlock the potential in every
learner next year and beyond.
Financial Performance
I am encouraged by key financial performance
indicators, most notably;
• +38% Revenue growth vs. prior
corresponding period (pcp)
• +117% Assessment ARR growth vs. pcp
• +55% gross profit margin (+9% YoY) vs. pcp
• $23m cash on hand (+109% YoY)
• +21% EBITDA growth vs. pcp
26 | Janison Annual Report 2021
Of particular note is the acceleration of our Assessments
ARR, with growth +117% vs. pcp. This growth is heavily
weighted towards new clients/products delivered on
our standardised assessment platform - Janison Insights.
This sales mix and the efficiency it brings is the key driver
of FY21 margin expansion. The financial performance and
trends demonstrate sound execution of our strategy as we
orient towards a product focused SaaS platform business.
Acceleration of PISA for Schools
Our 5-year exclusive agreement with the OECD in the
global rollout of PISA Based Test for Schools (PBTS)
continues to flourish, and is a showcase of Janison’s
aspiration and purpose. In FY21 we more than doubled
the number of countries enrolled in PBTS to 15. With
a strong focus on equity and real world learning, our
technology enables it to be accessible to all as we work
to meet the needs of schools and countries everywhere.
It empowers educators, supports school improvement,
and is enabled by a deep and enduring partnership with
the OECD that enables us to make a difference globally.
Through COVID-19, with rolling school closures, we were
delighted to be able to continue to deliver PBTS across
the globe, including in Russia where we delivered it in
1,750 schools across 6 time zones. We have bolstered our
PBTS capabilities, including the scaling of an OECD PISA
for Schools team, and we anticipate these investments will
result in us rolling out the program in further countries in
FY22. As we had foreshadowed at our mid-year update,
as the National Service Provider (NSP) in 6 counties we
will take greater responsibility for in-country rollout of
the full suite of capabilities that enable the delivery of
this exciting program (materially expanding Janison’s
addressable opportunity).
Acceleration of ICAS Assessments Products
Despite the impact of COVID-19, the ICAS competition
and REACH progression test in 2020 exceeded our most
optimistic ambitions, delivering $5m+ revenue. Critically,
with 300,000+ tests administered across 2,500+ schools,
we saw a 98% improvement in customer satisfaction as
+38%
REVENUE
GROWTH
+117%
ASSESSMENT
ARR GROWTH
+55%
GROSS PROFIT
MARGIN
$23m
CASH ON HAND
+21%
EBITDA GROWTH
ON FY20
a result of market-leading products
combined with seamless test or
assessment event delivery.
With the successful rebrand of
this business to ICAS Assessments
in 2H FY21, a range of product
enhancements, and a refreshed
and enhanced marketing and sales
campaign, we are well-placed in
our ICAS 2021 plans.
Insights Assessment Platform
We are proud to have supported
universities, governments, schools
and educators through COVID-19 on
our highly configurable, standardised
Insights assessment platform.
A key indicator of momentum in
our assessments business is the
number of tests and candidates.
With successful NAPLAN Online
delivery in 2H, as well as other
successful global events, Janison
delivered more than 6.5m+ tests for
the full financial year, well ahead of
management expectations of 5m+.
A significant highlight is the
partnership with the Department
of Education (DoE) in New South
Wales for the ‘Check-In’ program
where Janison’s assessment platform,
‘Janison Insights’ assisted schools in
identifying learning gaps for nearly
650k+ school children across NSW
who had their schooling disrupted by
the global pandemic. The assessment
drew widespread praise, including
from Minister for Education Sarah
Mitchell who commented, “The
response from schools to the Check-
in package has been fantastic.”
COVID-19 permitting, the Check-In
program will be expanded for 2021.
Other customer highlights include
the delivery of the first cohort
of assessments for Chartered
Accountants ANZ (a $5m+ TCV
new logo customer in FY21), global
examination events for SCIO in
the Czech Republic, and the
University of London.
Operational Highlights
FY21 has proven to be a
successful year operationally.
Through the COVID-19 pandemic
we have invested to set ourself up
for accelerated global scaling. We
recruited significant new talent
into the business, accelerated the
development of our platform with
enhanced features and functionality,
completed a rebrand of the company,
and have been rapidly maturing
our processes, systems, tools and
operations. We are now well placed
for growth, at a time when there
has been a step change in the
recognition that digital assessments
will empower teachers and students
to achieve better outcomes, enabled
by our assessment content and
platform. Key highlights include;
– Completion of the acquisition
of UNSW Global’s Educational
Assessments business (ICAS),
and full integration of Janison
Examination Management
(JEM, formerly known as LTC).
– Opening of a new Sydney
Headquarters in the education
precinct of Ultimo.
– 100% customer retention of
Assessment platform clients
– The expansion of our Sales and
Marketing capability (lifting the
investment from 8% of Revenue
to 16% of Revenue through
FY’21) balanced between both
share of wallet expansion in
existing customers, as well as
new customer acquisition.
– The implementation of a
Global Events and Customer
Support Capability.
Our People
In the past 12 months, we further
invested in reinforcing and
developing our culture, culminating
in the launch of re-imagined Janison
values for the beginning of FY22.
Our culture truly demonstrates
authenticity, psychological safety, a
Janison Annual Report 2021 | 27
Janison Overview
willingness to ‘own it and find a way’, ‘realise potential,
and ‘act sustainably’, and represents something that’s
unique to Janison. Our recruitment demonstrates
a commitment to diversity and inclusion, with an
approximate gender balance in FY21 recruitment, as well
as complete gender balance in the Janison Extended
Leadership Team (XLT).
We were also excited to be able to have strengthened our
leadership team with the appointment of Tom Rustowski
(Chief Revenue Officer), Denise Hanlon (Chief People
Officer) and the promotion of Rebecca Niemiec (Head
of Global Events and Customer Service) to the Executive
Leadership Team.
We are optimistic about FY22 and thank our valued
customers for their trust, our partners for their
collaboration, and our people and their extended families
for choosing Janison each day. I also thank the leadership
team for their commitment to our vision and the Board for
their guidance.
Finally, I hope you are able to join us for our Annual
General Meeting. At our meeting we will provide
further insights and outline a few of the new initiatives
we have in FY22, so I do hope you can join us for the
event. As a team, we are excited about our year ahead,
and thank our shareholders for their continued support.
Regards,
David Caspari
David Caspari
Chief Executive Officer
28 | Janison Annual Report 2021
Janison Overview
Through COVID-19, with rolling school closures,
we were proud to be able to continue to deliver
PBTS across the globe, including in Russia where
we delivered in 1,750 schools across 6 time zones.
Janison Annual Report 2021 | 29
Directors’
Report
Directors’ Report
The following commentary should be read in conjunction
with the annual financial statements and the related
notes in this report. Some sections of this commentary
include non-Australian Financial Reporting Standards
financial measures as the Group believes they provide
useful information for readers to assist in understanding
the Group’s financial performance. Non-IFRS financial
measures do not have standardised meaning and
should not be viewed in isolation or considered as
substitutes for amounts reported in accordance with
Australian Financial Reporting Standards. These measures
have not been independently audited or reviewed.
Review of Operations
2021
($'000s)
2020
($'000s)
Change
Year ended 30 June
Platform revenue
Services revenue
Total operating revenue
Cost of sales
Gross Profit
Gross Profit %
Operating expenses
R&D tax incentive credit income
EBITDA
EBITDA %
Non-operating expenses
Depreciation and amortisation
Financial expense
Loss before income taxes
Income tax benefit
Net Loss
22,237
7,974
14,014
7,868
30,211
21,882
13,528
11,846
16,683
10,036
55%
13,836
(171)
46%
7,881
(338)
3,018
2,494
10%
740
6,119
158
11%
1,285
3,607
131
(3,999)
(2,529)
(750)
(357)
(3,249)
(2,172)
59%
1%
38%
14%
66%
9 pps
76%
(51%)
21%
1 ppt
(57)%
(69%)
21%
58%
110%
49%
Adjusted Net Loss (adjusted for acquired amortisation)
(1,511)
(430)
251%
Janison Annual Report 2021 | 31
Directors’ Report
In FY21, Janison delivered its strongest year on record with
38% year-on-year growth in Group revenue, surpassing
$30 million in total operating revenue for the first time in
its history. This represents a compound annual growth rate
(CAGR) of 20% for the past 4 years.
The growth in revenue in FY21 was fueled by successful
execution on the following three strategic growth drivers:
1. PISA for Schools
In FY21, Janison entered eight new countries to reach a
total of 15 countries now in an arrangement with Janison
to deliver the PISA for Schools online assessment. The
roll-out of this assessment will continue globally with the
support of Janison’s partner, the OECD. Included in the
eight new countries signed on during FY21 is Australia
where Janison was able to secure over 200 schools to sit
the assessment – representing almost 10% of all secondary
schools. Also included in the new country list is China,
where Janison is partnering with a non-profit organisation
to roll out the assessment to a large addressable market.
In FY21 Janison recorded over $1.6 million in revenue from
PISA for Schools, with an ARR of approximately $2.6m in
June 2021.
2. ICAS
In June 2020, Janison acquired the Educational
Assessments business from the University of New South
Wales Global (UNSWG). The purchase included a suite of
four highly regarded school assessment products including
the very well-established competition, ICAS, which consists
of 6 subjects and is sat across all school year groups from
2-12. For most of the past 40 years ICAS has been sat on
average 1 million times each year in almost 15 countries
in a paper-based exam format. Volumes fell in 2019 when
UNSWG transitioned to a digital format exam delivery, and
when COVID-19 surfaced in 2020 volumes fell even further.
Janison took ownership in June 2020 at the low point and
has since set about improving the customer experience and
marketing efforts to deliver an exceptional result in 1H21,
surpassing management’s internal expectations and lifting
customer satisfaction from -58 to+1 NPS post Janison’s
first delivery of the exam. In FY21 Janison recorded over
$6 million from the entire product suite and associated
services.
3. Assessment Platform
The third strategic pillar of Janison’s growth strategy is to
increase the number and size of platform clients running
on the standardised Janison assessment platform. In FY21
Janison invested the capital raised in April 2020 to build
a strong sales and account management team to support
this growth and was successful in acquiring six new
assessment platform clients which combined delivered
32 | Janison Annual Report 2021
over $1.2 million in new revenue, and expanded share
of wallet for its existing clients by 69% from approximately
$8 million of revenue in FY20 to approximately $13.5
million revenue in FY21.
Gross Profit Margin
In FY21 Janison delivered an improvement in Gross Profit
from approximately $10.0 million in FY20 to $16.7 million,
an increase of 66% on the prior financial year. Gross profit
margin rose from 46% of revenue in FY20 to 55% in FY21 –
an increase of nine percentage points. This represents the
highest margin in Janison’s history and is a continued step
closer to traditional SaaS margins as a result of an improved
customer and product mix. Over the past two years Janison
has driven the business toward standard assessment platform
clients and products (as outlined above in the three strategic
growth drivers - which has delivered scale benefits), and away
from the legacy of developing bespoke assessment software
for large strategic clients (which often involved multi-year
complex projects at low margins). In FY22 Janison intends
to continue the acquisition of standard assessment platform
clients and further expand the number of schools and
parents purchasing its school assessment products – ICAS
and PISA for Schools, and in doing so continue to gain from
the scale benefits arising from this improved customer and
product mix.
Opex
Operating expenses increased by approximately
$6.0 million in FY21 as a result of:
– The acquisition of Educational Assessments (ICAS)
from the University of NSW Global in June 2020
– Expansion of the Sales and Account Management
teams to support growth in Assessment platform,
ICAS and PBTS deploying funds raised in accordance
with the April 2020 capital raise
– Increased Marketing spend to support ICAS
Assessments to parents and schools
– Expanded leadership team with the introduction of
a new Head of Product, Head of People & Culture,
Chief Revenue Officer, Group Executive – PISA
for Schools, and Group Executive - Schools
– General and administrative expenses associated with
the business expansion and increased headcount
including the new office facility in Ultimo, Sydney.
Depreciation and Amortisation
Depreciation and amortisation increased in FY21 as a
result of the addition of a new leased premises in Sydney
and higher lease depreciation expense at Wentworth Park
(approximately $0.7 million depreciation). The remaining
increase was due to an increase in capitalised product
development costs.
Directors’ Report
Government Support – JobKeeper
and Cash Flow Boost
During the year to 30 June 2021, Janison’s exam
management business (previously known as “LTC”)
was severely impacted as a result of the downturn in
Australian higher education. Divisional revenue in LTC
was approximately $1.2 million in FY21 compared to
approximately $3.9 million in the prior year FY20 which
was also impacted by COVID-19 in the final quarter of
the financial year.
For the period from July to April the Group received
approximately $1.64 million through the government’s
JobKeeper program. Of the total amount received,
approximately $1.01 million was paid to eligible
employees of the Group to offset cost of sales and the
remaining amount was used to subsidise the personnel
costs under general and administration within the Group.
In the first quarter of FY21, the Group was also eligible
for the full entitlement of the Australian Taxation Office
Cash Flow Boost program and received a second
instalment of $50 thousand for each of its three legal
entities within the Group.
Principal Activities
The Group operates within the education technology
sector with a specific focus on digital assessments for
schools, accreditation bodies and higher education.
Principal activities include the provision of Software-
as-a-Service, professional services for implementation,
configuration, test development, exam management
and software development.
Capital Raising and
Acquisitions
FY 2021
On 24 June 2021 Janison completed a capital raise of
$15 million (before costs) by way of a private placement
of ordinary shares for cash consideration to sophisticated
and institutional investors (Placement). The Placement
was made at a price of $0.82 per Share and approximately
18.3 million new, fully paid ordinary shares were issued.
The funds will be used to:
– Capitalise on revenue growth opportunities across
the PISA and ICAS products, including a global rollout
of PISA for Schools in the UK & USA and further
accelerate sales growth in the ICAS product,
– Invest in product development by expanding the
range of product offering to parents, teachers and
school systems, and invest in potential future strategic
acquisitions; and
– Strengthen the balance sheet and provide working
capital flexibility.
On 21 July 2021 Janison completed a subsequent capital
raise of $3 million (before costs) by way of a public Share
Purchase Plan (SPP) for cash consideration to all eligible
shareholders. The SPP was made at a price consistent
with that of the capital raise at $0.82 per Share and
approximately 3.7 million new, fully paid ordinary shares
were issued. The funds form part of the main capital raise
and have the same use of funds as outlined above.
FY 2020
On 24 April 2020 Janison completed a capital raise of
$7 million (before costs) by way of a private placement
of ordinary shares for cash consideration to sophisticated
and institutional investors (Placement). The Placement was
made at a price of $0.25 per Share and 28 million new, fully
paid ordinary shares were issued. The funds will be used
to invest in sales and marketing execution to support a
number of international growth opportunities; platform
development to target additional market segments, and
inorganic opportunities.
On 31 May 2020, Janison Solutions Pty Ltd, acquired 100%
of the business assets of Educational Assessments (“EA”).
EA was a division of UNSW Global Pty Ltd (a wholly owned
subsidiary of the University of New South Wales (UNSW)).
The assets were acquired for a total deemed consideration
of approximately $721 thousand, consisting of a cash
payment of $1.00 and assumed employee entitlement
liabilities of approximately $721 thousand as a result of the
transfer of 32 employees.
EA’s flagship formative assessment product, ICAS, is a
recognised international elite competition which is held in
15 countries including Australia, New Zealand, Singapore,
Malaysia, Indonesia, Greater China, South Africa and
India. Its other products include JET, a curriculum-linked
assessment, REACH, a multi-layered reporting platform
for schools, and a placement test, SCOUT.
Janison Annual Report 2021 | 33
Directors’ Report
Employees
Year ended 30 June
Full Time Employees
Part Time Employees (Full Time Equivalent)
Casuals (Full Time Equivalent)
Total full time equivalent (FTE) employees
2021
(FTEs)
2020
(FTEs)
Change
128
17
4
149
106
18
21
145
21%
(6)%
(81)%
3%
The number of full-time employees increased by 21% at 30 June 2021 from 106 to 128 primarily as a result of the
deployment of funds raised in April 2020 to invest in expanding key sales and operational teams in order to scale
up the business and support growth in the three strategic pillars of ICAS, PBTS and the Assessment platform.
Due to the impact of COVID-19 on Janison’s exam management business, the number of casuals employed fell
substantially with the FTE amount decreasing more than 80% from 21 to 4.The Group utilises a mix of employees
and contractors to meet its service obligations to customers. The data above does not include contractors or
non-executive directors.
Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA)
EBITDA disclosures (which are non-IFRS financial measures) have been included as the Group believe they provide useful
information for readers to assist in understanding the Group’s financial performance. EBITDA is calculated by adding
back depreciation, amortisation, net interest expense and deducting tax income to net results.
Year ended 30 June
EBITDA
Non-operating expenses
Share-based compensation
Foreign currency losses
Executive search fees
Acquisition costs
Loss on disposal of assets
Other1
Depreciation and amortisation
Office and computer equipment
Leasehold improvements
Product development
Acquired intangibles
Right of use asset2
Financial expense
Income tax benefit
Net Loss
2021
($'000s)
3,018
740
313
57
-
-
64
306
2020
($'000s)
2,494
1,284
412
154
134
264
-
320
6,119
3,607
134
47
3,260
1,738
940
158
(750)
88
50
1,462
1,741
266
131
(357)
(3,249)
(2,172)
Change
21%
(43)%
(24)%
(64)%
-
-
-
(4)%
69%
52%
(6)%
122%
(1)%
253%
21%
110%
49%
Underlying Net Loss (adjusted for acquired amortisation)
(1,511)
(430)
251%
1 In FY21 ‘Other’ non-operating expenses related to the cost of a legal dispute with a supplier to the value of approximately $300,000, including legal fees.
In FY20 ‘Other’ non-operating expenses included costs associated with the impact of COVID-19 including employment legal advice and internal costs.
2 Right of use asset (lease depreciation) expense increased in FY21 as a result of a new head office lease agreement in Ultimo, Sydney. Prior to this lease, the head
office staff occupied a shared work facility on a month-to-month rental, the cost of which was classified as rental expense under operating expenses.
34 | Janison Annual Report 2021
Directors’ Report
Operating Revenue
Platform revenue consists of:
• Licence, hosting and support for the use of Janison’s
platform, products and for the external hosting of
software and data remote proctoring. Products include
ICAS Assessments and PISA for Schools.
• Content licence revenue for the use of content
produced either in-house by Janison or by a
third-party resold by Janison.
Operating Revenue by Type
Services revenue consists of:
• Software development and content development
• Implementation, configuration, and training
• Exam management services, including revenue
for invigilation, venue hire and paper logistics
26%
36%
Platform Revenue
Services Revenue
Platform Revenue
Services Revenue
FY21
FY20
74%
64%
Growth in Platform revenue in FY21 was driven by:
– Expansion of existing assessment platform clients
– Acquisition of new assessment platform clients
– Acquisition and of new assessment products and growth of customers (ICAS Assessments & PISA for Schools).
As Janison’s revenue mix continues toward a higher proportion of platform revenue and a lower proportion of services
revenue the Group's consolidated gross profit margins have increased reflecting the differential in profit margins from
each revenue type and the scale benefits of increasing the amount of customers licensing Janison’s standardised
assessment platform and products.
Operating Revenue by
Market Sector
The acquisition of ICAS Assessments
and the rapid growth of PISA for
Schools has contributed to the
material increase in revenue from the
Schools sector. Janison’s platform and
service delivery have been developed
over many years around schools
and parents as the key customer
and continues to expand the number
and size of clients in this sector.
Schools
Higher
Education &
Accreditation
Enterprise
$ millions
$7.8
$10.3
$9.2
$2.8
$3.8
$5.8
$5.5
$8.3
$6.4
$6.8
$6.2
$18.5
FY18
FY19
FY20
FY21
Janison Annual Report 2021 | 35
Directors’ Report
Operating Revenue by Geography
$23.2
$17.7
$millions
FY20
FY21
$2.5
$3.0
Australia & NZ
Asia
$3.1
$0.7
EMEA
$1.0
$0.8
America
In FY21 all geographies expanded with the exception of America which remained relatively flat as a result of the impact
experienced by the pandemic with forced school closures across the country. Whilst most regions, and the Group as a
whole, grew total operating revenue, Janison increased the proportion of revenue originating from outside Australia
and New Zealand in FY21. Expansion through European customers such as the University of London, SCIO in the Czech
Republic and the PISA for Schools partnership with the OECD assisted in growing Janison’s share of revenue from EMEA
and Asia. A portion of capital raise in June and July 2021 will fund further expansion in these regions.
Gross Profit
Gross Profit represents Operating revenue minus Cost of Sales. Cost of Sales consists of personnel expenses directly
associated with the supply of Janison’s platforms and services to clients. Cost of sales also includes cloud hosting
costs, third- party content licensing fees and software subscription fees. In FY21, the growth of platform revenue saw a
reduction in cost of sales through lower personnel costs and optimised hosting costs. This resulted in another significant
increase in Gross Profit and Gross Profit Margin of 66% and 9 percentage points respectively. In FY20 Gross Profit margin
increased 11 percentage points on the prior year FY19.
FY18
FY19
FY20
FY21
$16.7
FY18
FY19
FY20
FY21
55%
46%
$10.1
$7.9
$6.7
39%
35%
Gross Profit ($m)
Gross Profit Margin (%)
36 | Janison Annual Report 2021
Directors’ Report
Cash Flows
Summarised cash flow data accumulated on the same basis as the Statement of Cash Flows is presented below.
Year ended 30 June
Receipts from customers
Payments to suppliers and employees
Income taxes refunded
Other (Interest paid / received, and grant income)
Total cash flows from operating activities
Investing activities
Acquisitions
Effect of exchange rate changes
Financing activities
Net change in cash
Closing cash at end of year
Free Cash Flow / (Outflows)1
1 Free Cash Flow is defined as Total cash flows from operating activities less expenditure on Investing activities
2021
($'000s)
2020
($'000s)
34,025
29,444
(29,187)
(21,905)
(168)
(251)
4,419
(6,398)
(65)
(56)
14,138
12,038
23,146
(1,979)
(296)
280
7,523
(4,815)
(3,521)
(160)
6,055
5,082
11,108
2,708
Change
16%
34%
(41)%
-
(41)%
33%
(98)%
(63)%
134%
137%
108%
(173)%
Janison Annual Report 2021 | 37
Directors’ Report
Segment Information
Operating revenues are recorded to a segment depending on the platform and products sold. Cost of sales includes the
same components as the consolidated financial statements (personnel costs, hosting expenses and third-party content
licences). Costs that can be directly attributed to a segment are recorded to that segment. Cost of sales and expenses
that cannot be directly attributed to a segment are allocated on the basis of either revenue, labour or hosting costs.
Assessment
Year ended 30 June
Platform revenue
Services revenue
Total segment revenue
Cost of sales
Segment gross profit
Gross profit percentage of assessment segment revenue
Operating expense
Segment EBITDA
EBITDA percentage of assessment segment revenue
Number of assessment platform customers during period 1
Average assessment platform revenue per customer
Number of total customers during period 1
Average total revenue per customer
2021
($'000s)
2020
($'000s)
Change
17,881
6,184
9,421
5,152
24,065
14,573
11,309
8,585
90%
20%
65%
32%
12,756
5,987
113%
53%
41%
12 ppts
10,932
5,320
105%
1,824
8%
32,960
667
5%
12
$543
$785,000
32,988
42
$730
$255,000
173%
3 pps
-
-
-
-
Assessment
11 Janison's customer base increased significantly in FY21 with the acquisition of the Educational Assessments business
and the sale of its school assessment products (namely, ICAS and REACH) which are sold directly to schools and parents
via an online e-commerce portal.
The significant increase in platform revenue reflects:
– The successful launch of ICAS for the first time under Janison’s ownership since the acquisition of the business in
June 2020 from the University of NSW Global.
– The expansion of PISA for Schools across new countries including the expansion of revenue from within existing
countries such as Russia which extended beyond the 200 schools provided for within the fixed IPP fee of Eur 60,000.
Any excess schools above 200 incurs an additional platform licence fee.
– Expansion of existing assessment clients
– Acquisition of new assessment platform clients
Revenue mix weighted more towards platform licence fees has generated a higher gross profit margin due to the
favourable margins achieved on platform sales and the scale benefits of delivering on a standardised assessment
platform. This is in addition to cost optimisation projects delivered in FY21.
38 | Janison Annual Report 2021
Directors’ Report
Learning
Year ended 30 June
Platform revenue
Services revenue
Total segment revenue
Cost of sales
Segment gross profit
Gross profit percentage of learning segment revenue
Operating expense
Segment EBITDA
EBITDA percentage of learning segment revenue
Number of learning platform customers during period
Average learning platform revenue per customer (thousands)
Number of total customers during period
Average total revenue per customer (thousands)
2021
2020
($'000s)
($'000s)
Change
4,358
1,788
6,146
2,219
4,593
2,717
7,310
3,261
3,927
4,049
64%
55%
2,733
2,223
(5)%
(34)%
(16)%
(32)%
(3)%
9ppt
23%
1,194
1,826
(35)%
19%
52
$84
61
$101
25%
(6) pps
47
11%
$98
(28)%
56
$131
9%
23%
Learning
The Learning segment for the year ended 30 June 2021 saw a contraction in revenue of approximately $1.16m or 16%.
The majority of this loss ($0.96m) was a result of once-off revenue in the prior financial in the area of custom learning
content development – classified as Services revenue above.
Net client retention was positive at 109% for the year FY21 as a number of new platform and content development
clients were acquired in the final quarter. Any contracts signed during the financial year with a term which extends
beyond 30 June 2021 will only have a portion of their total annual revenue recognised in the Consolidated Statement
of Profit or Loss and Other Comprehensive Income.
Janison Annual Report 2021 | 39
Directors’ Report
Directors
The following persons were Directors of the Group
during or since the end of the financial year:
Name
Particulars
Mr Mike Hill
Mr Brett Chenoweth
Mr David Willington
Mr Wayne Houlden
Ms Allison Doorbar
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
Non-Executive Vice Chairman
Non-Executive Director
Mike Hill
Experience and Expertise
Formally a Partner of Ernst & Young, Mike has been
involved in working with management teams and boards
across a number of companies and industries for more
than 20 years. He is the MD & CIO and Founder of the
Bombora Special Investment Growth Fund. Prior to
Bombora he was an investment Partner with Ironbridge,
a private equity Investment fund which invested $1.5bn.
Mike has served as Chairman of multiple ASX-listed
companies over the past six years. He is a member
of the Institute of Chartered Accountants in Australia.
Other Current Directorships
Design Milk Co Limited (ASX:DMC)
(Non-executive Chairman)
Pacific Knowledge Systems Limited (ASX:PKS)
(Non-executive Chairman)
Mad Paws Limited (ASX:MPA)
(Non-executive Director)
Gratifii Limited (ASX:GTI)
(Non-executive Director)
Former Directorships in the Last Three Years
Rhipe Limited (ASX:RHP) (Non-executive Chairman,
resigned 26 March 2020)
LiveTiles Limited (ASX:LVT) (Non-executive Director,
resigned on 5 September 2018)
LawFinance Limited (ASX:LAW) (Non-executive Director,
resigned on 27 November 2018)
Acrow Formwork and Construction Limited (ASX:ACF)
(Non-executive Director, resigned 19 September 2019)
Special Responsibilities
Chairperson
Chairperson Audit and Risk Committee
Member Remuneration and Nominations Committee
40 | Janison Annual Report 2021
Interests in Shares and Options
• 1,882,850 fully paid ordinary shares,
• 600,000 loan-funded shares funded by way of a
5-year limited recourse, non-interest bearing loan
from the Company. The vesting conditions of
continuous employment and the 5-day VWAP
of the Company’s share price exceeding $0.60 for
more than 30 days were met on 28 May 2021.
Brett Chenoweth
Experience and Expertise
Brett brings a wealth of major international experience
across media, technology, entertainment, investment
and telecommunications. Brett is Chairman of Canberra
Data Centres (CDC), Adairs Limited (ASX: ADH), Madman
Entertainment and the Advisory Board of HRL Morrison &
Co. and he is an Independent Board Director of Vodafone
New Zealand and NSW Land Registry. Brett also serves as
Chairman of the Investment Committee for The Bombora
Group and as an independent director of Surfing Australia.
Brett has formerly served as Chief Executive Officer and
Managing Director of APN News and Media and has held
senior executive roles at the New York based investment
firm Silverfern Group, Telecom New Zealand, Publishing
& Broadcasting Limited, ecorp, ninemsn and Village
Roadshow Limited. Brett holds a Bachelor of Laws and a
Bachelor of Economics from the University of Queensland
and a Graduate Diploma in Applied Finance and
Investment from the Securities Institute of Australia.
Other Current Directorships
Adairs Limited (ASX:ADH)
(Non-executive Chairman)
Former Directorships in the Last Three Years
Acrow Formwork and Construction Limited (ASX:ACF)
(Non- Executive Director, resigned 27 March 2019)
Special Responsibilities
Chairperson Remuneration and Nominations Committee
Interests in Shares and Options
• 1,531,051 fully paid ordinary shares,
• 600,000 loan-funded shares funded by way of a
5-year limited recourse, non-interest bearing loan
from the Company. The vesting conditions of
continuous employment and the 5-day VWAP of the
Company’s share price exceeding $0.60 for more
than 30 days were met on 28 May 2021.
Directors’ Report
David Willington
Experience and Expertise
Interests in Shares and Options
• 546,176 fully paid ordinary shares,
David has over 25 years’ experience in corporate
finance and investment banking, and during his career
has primarily advised companies in the technology,
media and telecommunications industry.
David is the Co-founder of Bombora Investment
Management. Previously, David was a Partner at
Deloitte Corporate Finance and prior to that was an
investment banker with NM Rothschild and Citi.
David has a Bachelor of Commerce, is a member of the
Institute of Chartered Accountants in Australia and is a
Fellow of the Financial Services Institute of Australia.
Other Current Directorships
None
Former Directorships in the Last Three Years
None
Special Responsibilities
Member Audit & Risk Committee
Interests in Shares and Options
• 892,181 fully paid ordinary shares,
• 600,000 loan-funded shares funded by way of a
5-year limited recourse, non-interest bearing loan from
the Company. The vesting conditions of continuous
employment and the 5-day VWAP of the Company’s
share price exceeding $0.60 for more than 30 days were
met on 28 May 2021.
Allison Doorbar
Experience and Expertise
Allison is Managing Partner at EduWorld, a company
that provides market research and strategic consulting
services to the education sector. She has spent most
of her career working with education providers globally
helping them to develop and implement their marketing
strategies. This includes working with many of the
World’s leading universities, major global providers as
well as many government departments and agencies.
Other Current Directorships
None
Former Directorships in the Last Three Years
None
Special Responsibilities
Member Remuneration and Nominations Committee
• 600,000 loan-funded shares funded by way of a
5-year limited recourse, non-interest bearing loan
from the Company. The vesting conditions of
continuous employment and the 5-day VWAP of
the Company’s share price exceeding $0.60 for
more than 30 days were met on 28 May 2021.
Wayne Houlden
Experience and Expertise
Wayne founded Janison in 1998. Wayne is a leading
thinker in the global world of education technology and
has been involved in the development of a number of
award winning and innovative online learning applications
including national education portals, online learning
management systems, professional development learning
portals and award winning assessment systems.
Wayne’s focus is now on mentoring and supporting the
Janison executive team and building and fostering both the
global Janison brand and its strategic partnerships.
Wayne has a truly global vision for how Janison will play
as a provider of digital assessment products and services.
He has strong relationships in the education technology
industry and Edtech investment community around the
world. Wayne is also a fund advisor for Europe’s leading
Edtech investment group, Emerge Education.
Previous to Janison, Wayne worked as an IT leader in
Citibank and also has a teaching background in information
technology. Wayne has a Bachelor of Science Degree from
University of New South Wales and a Diploma of Teaching
from Sydney University of Technology.
Other Current Directorships
None
Former Directorships in the Last Three Years
None
Special Responsibilities
Member of the Audit and Risk Committee and the
Remuneration and Nominations Committee.
Interests in Shares and Options
• 67,111,376 fully paid ordinary shares
• 1,200,000 loan-funded shares funded by way of a
5-year limited recourse, non-interest bearing loan
from the Company. The vesting conditions of
continuous employment and the 5-day VWAP of
the Company’s share price exceeding $0.60 for
more than 30 days were met on 28 May 2021.
Janison Annual Report 2021 | 41
Directors’ Report
Company Secretary
Maggie Niewidok holds the position of Company Secretary.
Experience and Expertise
Maggie is an admitted lawyer who works at Automic Group across the Automic Legal and Company Secretarial teams.
She works closely with a number of boards of both listed and unlisted public companies. Maggie holds a double degree,
Bachelor of Laws and Bachelor of Commerce majoring in Finance and a Graduate Diploma of Applied Corporate
Governance from the Governance Institute.
Subsequent Events
On 21 July 2021 Janison completed a capital raise of $3 million (before costs) by way of a public Share Purchase
Plan (SPP) for cash consideration to all eligible shareholders. The SPP was made at a price consistent with that of the
Placement in June 2021 at $0.82 per Share and approximately 3.7 million new fully paid ordinary shares were issued.
On 24 July 2021, Janison agreed to enter into a deed of release to settle an outstanding payment for services with
Skillsoft Asia Pacific Pty Ltd for the sum of approximately $300,000. The amount has been provided for in full and has
been recorded in the FY21 Consolidated Statement of Profit or Loss and Other Comprehensive Income.
Environment Impacts
There have been no significant environmental impacts caused by the Group.
Directors’ meetings
The following table sets out the number of Directors Meetings held during the financial year and the number of
meetings attended by each Director (while they were in office):
Name
Michael Hill
Brett Chenoweth
David Willington
Wayne Houlden
Allison Doorbar
Board
Meetings
Audit & Risk Committee
Meetings
Remuneration & Nomination
Meetings
Held
Attended
Held
Attended
Held
Attended
14
14
14
14
14
13
12
13
14
13
4
-
4
4
-
2
-
4
3
-
5
5
-
5
5
4
5
-
5
3
All other business was conducted via circular resolution.
42 | Janison Annual Report 2021
Directors’ Report
Equity Instruments
As at the date of signing this report, there were 4,050,000 loan funded shares (accounted as share capital) and 11,197,848
unissued ordinary shares which are exercisable as follows:
Date of Grant
Security
21-Dec-17
14-Nov-18
3-Dec-18
19-Dec-18
14-Apr-20
14-Apr-20
6-Nov-20
Loan Funded Shares
Loan Funded Shares
Loan Funded Shares
Loan Funded Shares
Performance Rights
Performance Rights
Performance Rights
17-May-21
Performance Rights
Number
Date of Expiry
3,000,000
14-Dec-22
600,000
150,000
300,000
700,000
14-Nov-23
3-Dec-23
19-Dec-23
14-Apr-22
6,357,848
30-Jun-35
3,260,000
30-Jun-35
880,000
30-Jun-35
Conversion
Price $
$0.30
$0.45
$0.45
$0.45
nil
nil
nil
nil
TOTAL
15,247,848
Insurance of Directors and officers
Proceedings on behalf of the Company
During the financial year the Group paid insurance
premiums in respect of directors and officers liability
insurance so as to insure the Directors of the Group,
the Company Secretary, and all executive officers of the
Group and of any related body corporate against a liability
incurred as such as Director, secretary or executive officer
to the extent permitted by the Corporation Act 2001.
The amount paid during the year was $109 thousand
(2020: $65 thousand).
Auditor's independence
The auditor’s independence declaration as required under
section 307C of the Corporations Act 2001 is set out on
page 103 of this annual report.
Non-audit services
Stantons International Audit and Consulting Pty Ltd
(Stantons International) are the appointed auditors of
the Group. The auditor has not been indemnified under
any circumstance.
There were no non-audit services provided in the
financial year 2021 (2020: Nil).
No person has applied to the Court under section
237 of the Corporations Act 2001 for leave to bring
proceedings on behalf of the Company, or to intervene
in any proceedings to which the Company is a party for
the purpose of taking responsibility on behalf of the
Company for all or part of those proceedings.
Rounding of Amounts
The Company is an entity to which ASIC Legislative
instrument 2016/191 applies, and accordingly amounts
in the financial statements and directors’ report have
been rounded to the nearest thousand dollars.
Corporate Governance Statement
The Directors of the Company support and adhere to
the principles of corporate governance, recognising the
need for the highest standard of corporate behaviour
and accountability to the corporate governance statement
dated 23 August 2021 released to the ASX and posted
on the Company’s website: www.janison.com/investors.
Mike Hill
Mike Hill
Chairman
Janison Annual Report 2021 | 43
Remuneration Report
Remuneration
Report
44 | Janison Annual Report 2021
Remuneration Report
Contents
1. Introduction .................................................. 46
2. Scope ............................................................ 47
3. Context ......................................................... 47
4. Governance .................................................. 48
5. Remuneration Strategy & Structure ........... 49
6. FY21 Performance and Awards................... 56
7. Changes in KMP and Directors’ Equity ...... 58
8. Remuneration Records ................................ 59
9. Employment Terms for KMP ....................... 61
Janison Annual Report 2021 | 45
Remuneration Report
1. Introduction
On behalf of the Remuneration & Nomination
Committee, I am delighted to present Janison’s
Remuneration Report for the financial year ended
30 June 2021 (“FY21”).
This was a challenging year for the team who worked
incredibly hard to navigate uncertain and frequently
changing times. Lockdowns and school closures around
the world required the team to act swiftly to find a way of
meeting the assessment needs of our customers and their
students. More importantly, the team were able to do so in
a sustainable way for the wellbeing of everyone involved.
The team delivered on, and in some cases, exceeded
their metrics this year, as the financial results demonstrate:
• Revenue growing 38% year on year
• Gross profit margin lifting by 9 points
• EBITDA increasing by 21%; and,
• Strong cash reserves of $23 million, no debt.
Throughout the year the business also released news of
a number of significant announcements:
• Accreditation from the OECD to be the National Service
Provider of PISA for Schools in Australia, the UK and
an extension in the USA, and a rapid go-to-market
approach in Australia securing almost 10% of the eligible
market within a matter of weeks.
• Successful launch of the ICAS assessment, beating
internal estimates.
• Delivery of a new school assessment (‘Check-In’) to assist
the NSW Department of Education during COVID-19.
The market responded well to this and to how the
business has simplified its strategy to focus on growing
school assessment revenue. In FY21 the Janison share
price rose by 170% which was 147% greater than the
increase of the ASX All Ordinaries Index. Janison’s market
capitalisation increased from $69 million to $204 million
over the course of FY21 as a result.
COVID-19
We began the financial year with several financial
initiatives in place which were designed to strengthen
the business for the unpredictability it faced, brought
on by the pandemic. Included in these were:
– Temporary salary-sacrifice share scheme for
all employees
– Freeze on company-wide remuneration reviews
– Reduction in discretionary spending and rents
– Delayed hiring for new roles
– Temporary reduction in director fees
46 | Janison Annual Report 2021
I am encouraged by
the overwhelming
support received
from staff and
suppliers in enacting
these changes which
enabled the business to start the financial year with
a stronger balance sheet and a more resilient P&L.
ESOP and Group STIP
During FY21 the Remuneration and Nomination
Committee worked closely with management and its
advisors to design and implement two new reward and
recognition programs which materially improve Janison’s
position as an employer in the market and thereby assist
in attracting and retaining great talent within the business.
The first is an Employee Share Ownership Plan (ESOP)
which allows all employees to participate in a rolling
annual salary-sacrifice scheme with a matching share
component for those that remain with the business
throughout the full financial year. Full details can be
found later in this report.
The second initiative is a structured short-term incentive
(STI) plan open to all eligible staff which is tied directly
to individual performance against annual employee
scorecards, company values and non-financial KPIs. The
implementation of this plan further strengthens and
provides a financial incentive to Janison’s already well-
established execution framework which has underpinned
the successful results achieved this financial year.
Despite the challenging circumstances this year, the
Remuneration and Nomination Committee is very
pleased with the performance of the team and
the business. The committee is confident in the
appropriateness of the remuneration structures and
practices currently in place which provide a strong
connection between performance and reward, and a
solid foundation for Janison’s continued growth.
Brett Chenoweth
Chair of the Remuneration and Nomination Committee
Remuneration Report
2. Scope
The Remuneration Report sets out the prescribed key
management personnel (KMP) remuneration information
and details of Janison Education Group Limited (the
“Company”) and its subsidiaries (the "Group") in
accordance with section 300A of the Corporations Act
2001 (the Act) and associated regulations, including
policies, procedures, governance, and factual practices
as required.
Janison Education Group Limited has decided to set
out further information for shareholders to develop an
accurate and complete understanding of the Group’s
approach to the remuneration of KMP.
KMP are the non-executive directors, the executive
directors and employees who have authority and
responsibility for planning, directing and controlling the
activities of the consolidated entity. On that basis, the
following roles/ individuals are addressed in this report:
Non-executive Directors (NEDs) of Janison
Education as at the end of FY21
• Mr Michael Hill
– Independent Non-executive Director since
7 July 2014,
– Chairman of the Board since 26 November 2014,
– Chairman of the Audit Committee since
15 December 2018,
– Member of the Remuneration and Nomination
Committee since 15 December 2018
• Mr Brett Chenoweth
– Independent Non-executive Director since
7 July 2014,
– Member of the Remuneration and Nomination
Committee since 15 December 2017
• Mr Wayne Houlden
– Non-executive Director and Vice Chairman since
2 July 2020, previously Executive Director since
25 January 2000,
– Member of the Audit Committee since
15 December 2018.
• Mr David Willington
– Independent Non-executive Director since
15 September 2017,
– Member of the Audit and Risk Committee since
15 December 2017
• Ms Allison Doorbar
– Independent Non-executive Director since 20 June 2018,
– Member of the Remuneration and Nominations
Committee since 24 July 2018
Senior executives of Janison Education classified
as KMP during the reporting period.
• Mr David Caspari
– Chief Executive Officer (CEO) since 14 April 2020
• Mr Stuart Halls
– Chief Financial Officer (CFO) since 3 December 2018
3. Context
The KMP remuneration structures that appear in this
report reflect the arrangements applicable to financial
year FY21, and where appropriate comments regarding
future considerations or changes are made to provide
additional context that may be helpful to shareholders in
understanding remuneration governance and practices
applicable to key management personnel remuneration
within Janison.
The following outlines important context for the decisions
that were made in relation to remuneration during FY21,
the outcomes of which are presented in this report:
• Revenue increased +38% on FY20 to a total Group revenue
of $30.2 million.
• Headcount of full-time employees increased by +21%
from 106 to 128 at 30 June 2021 with the establishment of
several new targeted roles in Sales, Account Management
and Customer Support to increase the resources
associated with the strategic growth of the Group.
Janison Annual Report 2021 | 47
Remuneration Report
• Janison continued its international expansion with the
• Reviewing and making recommendations to the Board in
addition of seven new countries on to the PISA for Schools
program in FY21, and two new national service provider
accreditations where Janison assumes full-service delivery
responsibility in those regions.
• The Company successfully raised $18 million from a
private placement of $15m in June 2021 and a Share
Purchase Plan of $3m in July 2021 (both before costs).
Cash reserves at the end of FY21 were approximately
$23 million with no debt.
• As at 30 June 2021, being the end of the reporting period,
the market capitalisation was $204m - a 195% increase
in market value and a 170% increase in share price since
30 June 2020.
4. Governance
4.1 Transparency and Engagement
The Company seeks input regarding the governance
of KMP remuneration from a wide range of sources,
including:
• Shareholders and other stakeholders,
• Remuneration and Nomination Committee Members,
• External remuneration consultants (ERCs),
• Other experts and professionals such as tax advisors
and lawyers, and
• Company management to understand roles and
issues facing the Company.
The following outlines a summary of the Company’s
Remuneration Framework. Shareholders can
access a number of the related documents by
visiting the investor portal on the Company website
www.janison.com/investors/.
4.2 Remuneration and Nomination
Committee Charter
The Remuneration and Nomination Committee Charter
governs the operation of the Remuneration and
Nomination Committee (the Committee). It sets out
the Committee’s role and responsibilities, composition,
structure and membership requirements. The purpose
of the Committee is to assist the board by:
• Establishing appropriate processes regarding the
review of the performance of directors, committees
and the Board, and implementing them,
relation to the remuneration packages of senior executives
and non-executive directors, equity-based incentive plans
and other employee benefit programs,
• Developing policies, procedures and practices that
will allow the Group to attract, retain and motivate
high calibre executives, and
• Ensuring a framework for a clear relationship between
key executive performance and remuneration.
The Committee has the authority to obtain outside
legal or other professional advice or assistance on any
matters within its terms of reference.
The Company recognises the importance of ensuring that
any recommendations given to the Committee provided
by remuneration consultants are provided independently
of those to whom the recommendations relate. Further
information about the parameters under which external
remuneration consultants are engaged is provided below.
4.3 Securities Trading Policy
The Company’s Securities Trading Policy applies to Directors
and executives classified as KMP (including their relatives
and associates), those employees working closely with KMP,
employees nominated by the Board, or any other employee
holding inside information. It sets out the guidelines for
dealing in any type of Company Securities by persons
covered by the policy, and the requirement for the Company
to be notified within 2 business days of any dealing. It also
summarises the law relating to insider trading which applies
to everyone at all times.
Under the current policy, those covered by the policy may
not trade during a “blackout period” or when they hold
inside information (subject to exceptional circumstances
arrangements, see the policy on the Company website).
The following periods in a year are “blackout periods” as
defined in the policy:
• 2 weeks prior to the release of the Company’s quarterly
results or half year results,
• From the financial year balance date until 24 hours
following the release of the Company’s preliminary full year
results (Appendix 4E) as long as such results are audited,
• Within 24 hours of release of price sensitive information
to the market, and another date as declared by the Board
(“ad-hoc”).
48 | Janison Annual Report 2021
Remuneration Report
5. Remuneration Strategy & Structure
5.1 Executive Remuneration Policy
The Group's executive remuneration policy is summarised
by the following components:
• Short-term, via the Short-Term Incentive Plan (STIP)
which provides a reward for performance against annual
objectives, both financial and non-financial,
• Base Package (inclusive of superannuation, allowances,
benefits and any applicable fringe benefits tax (FBT)),
• Variable remuneration, the purpose of which is to create
a strong link between performance and reward,
• At-risk. An opportunity for the Group to pay less than the
planned remuneration when performance expectations
have not been met,
• Long-term, via the Long-Term Incentive Plan (LTIP) which
provides an equity-based reward for performance against
indicators of shareholder benefit over a multi-year period,
• Market relevant. Referencing the practices of competitors
for talent, and the circumstances of the Group at the time.
In total the sum of these elements constitute a total
remuneration package (TRP).
Photo by: Jerry Wong on Unsplash
Janison Annual Report 2021 | 49
Remuneration Report
Short Term Incentive Plan (STIP) details
Aspect
Plan, offers and comments
Purpose
The STIP’s purpose is to give effect to an element of remuneration that is partly
at-risk and partly an incentive. This element of remuneration reinforces a performance-
focused culture, encourages teamwork and co-operation among executive team
members and maintains a stable executive team by helping retain key talent. These
objectives aim to be achieved by a simple plan that rewards participants for their
performance during a 12-month period.
Measurement Period
The Group's financial year (12 months).
Award Opportunities
In FY21 the CEO and CFO were offered an opportunity of up to 40% and 30% of their
Base Package respectively.
Performance Assessment
Award/Payment
Cessation of Employment
During a Measurement Period
Each year the Board sets the conditions that are used to assess the executive STI,
in consultation with the CEO. The majority of performance assessments are linked
to the Group’s financial results, the business plans, budget and strategic priorities
identified as part of the formal Annual Operating Plan (AOP) process. Also included
are a series of non-financial outcomes relating to employee satisfaction, culture and
retention of staff.
For FY21, short-term incentive awards were based on a number of measures including
Revenue, Gross Margin, EBITDA and Cash Flow, workforce development, employee
retention, and the successful delivery of individual operating priorities. The outcome of
these measures is shown in table 6.2.
Assessments and award determinations are performed following the end of the
Measurement Period and the auditing of Group accounts. Awards are generally paid
in cash within a reasonable period of time following the end of the Measurement
Period. They are paid through payroll with PAYG tax and superannuation remitted as
appropriate. (See page 59 for more details)
In the event of a termination of employment, the following applies to STI opportunities
for the financial year:
• If the participant is not employed on the date of payment, all award
opportunities are forfeited unless otherwise determined by the Board,
• If the termination is due to dismissal for cause, all award opportunities
are forfeited,
• If the termination is due to resignation, all entitlements in relation to the
Measurement Period are forfeited, unless the termination is classified as
“good leaver” in the discretion of the Board,
• In the case of a good leaver, the Board may make an award at the time
of the termination (which would be classified as a termination payment),
or assess outcomes at the normal time, following the termination.
Change of Control
In the event of a Change of Control, including a takeover, the Board has discretion
regarding the treatment of short-term incentive bonus opportunities, having regard
to the portion of the Measurement Period lapsed, and pro-rata performance to the
date of the assessment.
Fraud, Gross Misconduct etc.
If the Board forms the view that a participant has committed fraud or gross misconduct
in relation to the Company then all entitlements in relation to the Measurement Period
will be forfeited by that participant.
50 | Janison Annual Report 2021
Remuneration Report
Long Term Incentive Plan (LTIP) Performance Rights
Aspect
Plan, offers and comments
Purpose
The LTIP’s primary purpose is to reinforce a long-term performance-focused culture, encourage
teamwork and co-operation among key executives and directors, and maintain a stable leadership
team by helping retain key talent. Other purposes of the LTI program include:
• to enable the Company to compete effectively for the calibre of talent required for it to be
successful, and
• facilitating variable remuneration cost outcomes so that in periods of poor performance the
cost is reduced
Non-executive Directors are excluded from participation
Form of Equity
The current plan includes the ability to grant:
• Indeterminate Performance Rights, which are subject to performance related vesting
conditions and vesting hurdles, and which may be settled upon exercise in cash or by
new issues or on market purchase of ordinary fully paid Shares.
• No dividends accrue to unvested Rights, and no voting rights are attached.
No amount is payable by participants for grants of Performance Rights.
Unless prior shareholder approval is obtained, the number of Awards which may be granted
under this Plan (assuming all Options and Performance Rights were exercised) must not at any
time exceed in aggregate 5% of the total Issued Capital of the Company at the date of any
proposed new Awards.
Amount Payable
for Grants
Plan Limit
Grant Values
FY21 invitations
• On 6 November 2020, Stuart Halls was issued 900,000 Performance Rights.
• No other LTI allocations were issued to KMP in FY21.
Exercise of
Grants
Measurement
Period
Following the end of the Measurement Period, the Remuneration Committee will assess whether
the vesting conditions and hurdles have been met and will notify the participants of the number
of Performance Rights which have vested (if any) and that are able to be exercised.
Performance Rights granted have a Measurement Period of 3 years that applies prior to vesting.
Performance Rights grants are intended to be made annually.
Janison Annual Report 2021 | 51
Remuneration Report
Long Term Incentive Plan (LTIP) Performance Rights
Aspect
Plan, offers and comments
Vesting
Conditions
1. Index-linked Total Shareholder Return (“iTSR”) [50% weighting]
Targets and Payout Levels:
• Threshold: JAN.ASX Total Shareholder Return (TSR) equivalent to the index TSR (ASX All
Ordinaries Accumulation Index) over a 3-year measurement period. The proportion of
Performance Rights vesting at this level is on a pro-rata basis between 0% and 50% up to the
'Target' Payout Level
• Target: JAN.ASX TSR is 10% greater than the Index TSR over a 3-year measurement period.
The proportion of Performance Rights vesting at this level is on a pro-rata basis between
50% and 100% up to the 'Stretch' Payout Level.
• Stretch: JAN.ASX TSR is 20% greater than the Index TSR over a 3-year measurement period.
The proportion of Performance Rights vesting at this level is 100%.
2. Return on Equity (“ROE”) average over 3 years [50% weighting]
Targets and Payout Levels:
• Threshold: 10.0%
• Target: 12.5%
• Stretch: 15.0%
ROE is defined as Net Profit After Tax adjusted for amortisation of acquired intangible assets
(“NPAT-A”) divided by Shareholder Equity. NPAT-A is calculated by summing
the total NPAT-A for each of the 3 years during the Measurement Period and dividing
by the average equity of the same 3-year Measurement Period.
Each measure carries a 50% weighting on the total amount of Performance Rights.
The exercise price is Nil.
Holders of Performance Rights in the Company do not have any shareholder rights such
as voting or dividend rights
Plan Gates
TSR Gate: Total Shareholder Return must be positive for any Performance Rights to vest.
ROE Gate: EPS must be at least 0.5 cents per share in the final year of the 3-year measurement
period for any Performance Rights to vest.
Comments
The performance hurdles were developed in 2019 in consultation with independent remuneration
consultants.
iTSR was chosen as the most direct measure of value creation for shareholders and therefore one
of the most effective measures to align the interests of executives with those of shareholders.
The iTSR target compares Total Shareholder Return with the TSR of the S&P/ASX All Ordinaries
Accumulation Index which was chosen due to it being a well-known and transparent index. The
Group operates in an industry with few Australian edtech listed peers for it to choose a peer-group
as its benchmark index.
Indexing avoids the problems associated with gains or losses from broader market movements.
Return on Equity was chosen as it ensures there is appropriate focus on profitable growth and cost
management which are directly controlled by KMP.
Method of
Allocation
Return on Equity was chosen as it ensures that there is an appropriate focus on profitable growth and
cost management which are also directly controlled by KMP.
The number of Performance Rights granted (at Target) is calculated as 30% of the KMP’s base salary
divided by the volume-weighted average share price (VWAP) for the 20 days immediately following
the release of the Company’s audited Annual Report. This number of Rights represents 50% of the
maximum amount the participant can earn if the Stretch opportunity is achieved. Rights are split into
two equal tranches with one tranche subject to an iTSR vesting condition and the second tranche
subject to a ROE vesting condition.
The Board retains discretion to determine the value of LTI to be offered each year, subject to
shareholder approval in relation to Directors, when the Rights are to be settled in the form of a new
issue of Company shares. The Board may also seek shareholder approval for grants to Directors in
other circumstances, at its discretion.
52 | Janison Annual Report 2021
Remuneration Report
Long Term Incentive Plan (LTIP) Performance Rights
Aspect
Term
Cessation of Employment
Plan, offers and comments
The Term of Rights in each Tranche will be 15 years unless otherwise determined by the
Board and specified in an Invitation
A termination of employment will trigger a forfeiture of some or all of the long-term
incentives held by an executive in respect of which performance conditions and hurdles
have not yet been met, depending upon the circumstances of the termination. The Board
retains discretion to trigger or accelerate payment or vesting of incentives provided the
limitation on termination benefits as outlined in the Corporations Act are not breached.
Change of Control of
the Company (CoC)
If a Change of Control Event occurs the Board may determine that all or a specified
number of a Participant’s Performance Rights Vest or cease to be subject to Vesting
Conditions or restrictions (as applicable).
Fraudulent or
Dishonest Actions
If the Board takes the view that a Participant has acted fraudulently, dishonestly, or willfully
breaches their duties to the group, the Board has discretion to determine that unvested or
unexercised awards are forfeited.
Employee Share Ownership Plan (ESOP) details
Aspect
Purpose
Period
Award Opportunities
Plan, offers and comments
The ESOP’s purpose is to attract and retain permanent employees.
The Company’s financial year (12 months).
Eligible employees are entitled to participate in the Plan and can sacrifice up to 30% of
their Base Package each year as a post-tax contribution during the Period. The Company
will convert the employee contributions into fully paid ordinary shares at the end of the
Period. For every $1 contributed by the employee, the Company will match with shares to
the equivalent amount up to a maximum of $2,000. Thereafter, the Company will match
every additional $3 contributed with shares equivalent to the amount of $1 up to the
maximum of the individual’s 30% of Base Package.
Award/Payment
Assessments and share issues are performed following the end of the Period and the
auditing of Company accounts and Annual General Meeting (AGM). Awards can be made
through the issue of new equity or via on-market purchases.
Cessation of Employment
During a Measurement
Period
Change of Control
In the event of a termination of employment up to the Award date each year all award
opportunities are forfeited and any cash contributed by the employee is returned in full.
In the event of a Change of Control, including a takeover, the Board has discretion
regarding the treatment of the ESOP awards, having regard to the portion of the
Measurement Period lapsed, and pro-rata performance to the date of the assessment.
Fraud, Gross
Misconduct etc.
If the Board forms the view that a participant has committed fraud or gross misconduct in
relation to the Company then all entitlements in relation to the Measurement Period will
be forfeited by that participant and any cash contributions made by the employee will be
returned in full.
Janison Annual Report 2021 | 53
Remuneration Report
5.2 Non-executive Director Remuneration Policy
The Non-executive Director remuneration policy
applies to non-executive directors (NEDs) of the
Company in their capacity as directors and as members
of committees, and is summarised as follows:
• Remuneration may be composed of:
– Board fees,
– Committee fees,
– Superannuation,
– Other benefits.
• Remuneration will be managed within the aggregate
fee limit (AFL) or fee pool approved by shareholders
of the Company as part of the listing, of $500,000
(excluding the salaries of executive Directors),
• The Board may seek adjustment to the AFL in the
case of the appointment of additional NEDs, or
should the AFL become insufficient to attract or
retain the appropriate caliber of NEDs,
• Committee fees may be used to recognise additional
contributions to the work of the Board by members
of committees in circumstances where the workload
of the Board is not equally shared. Committee fees are
not currently paid,
• The Board Chair and Vice Chair fee will be set as
a multiple of the fees payable to other NEDs, in
recognition of the additional workload associated
with this role.
The NED fee policy rates for the main Board that were
applicable as at the end of FY20, and which will apply
to FY21 unless a review is conducted during the year
were $70,000 fee (including super) for members and
$90,000 fee (including super) for the chair.
Currently the Board does not pay committee fees,
as the duties involved in committee work are shared
between the NEDs in an evenly distributed manner.
54 | Janison Annual Report 2021
Remuneration Report
Janison Annual Report 2021 | 55
Remuneration Report
6. FY21 Performance
6.1 Group Performance
The following outlines the performance of the Group over the FY21 period in accordance with the requirements of the
Corporations Act.
(A$ millions unless otherwise stated)
Revenue
Annualised Recurring Revenue
Gross Margin
Share Price ($)
Total Shareholder Return
ASX All Ordinaries Shareholder Return
FY18
$17.3
$11.3
39%
$0.44
+10%
+9%
FY19
$22.5
$13.1
35%
$0.29
(34)%
+7%
FY20
$21.9
$12.9
46%
$0.33
+14%
(8)%
FY21
$30.2
$22.4
55%
$0.89
+170%
+23%
Total Shareholder Return (TSR) is calculated as the return to shareholders between the start and the end of measurement
period, composed of the sum of the change in the share price and dividends over the period (assumed to be reinvested
in Company Shares), as a percentage of the Share price at the start of the measurement period.
The major strategic achievements and other activities that created shareholder value during the reporting period include
the following notable events:
• OECD / PISA for Schools - receiving accreditation to be the National Service Provider (NSP) in the UK and Australia -
both large addressable markets, and having secured 200 new schools in Australia within the first few months
• Further global expansion of the PISA for Schools program as International Platform Provider (IPP)
• A successful first delivery of the ICAS competition in 1HFY21 since the acquisition in June 2020
• The accelerated adoption of digital assessments globally as a result of the COVID-19 pandemic has created greater
need for products and services provided by Janison
• Increased awareness within the investor community through targeted communications
• New client wins on Janison's standardised assessment platform
56 | Janison Annual Report 2021
Remuneration Report
6.2 Links Between Performance and Reward Including STI and LTI Determinations
The remuneration of executive KMP is composed of three parts as outlined earlier, being:
• Base Package, which is not intended to vary with performance but which is benchmarked to the scale of the
Company (i.e. increases tend to follow increases in market capitalisation which is most commonly driven by value
creation for shareholders),
• STI which is intended to vary with indicators of annual Company and individual performance, and
• LTI which is also intended to deliver a variable reward based on long-term measures of Company performance.
The awards outlined below are considered appropriate by the Board, under the STI scheme in place for FY21, in light
of the performance during the year:
Name
Position
FY21 KPI Summary
Award Outcomes
FY21 Paid in FY22
KPI
Summary
Target
Award
$
Achievement
% $ Awarded
Total STI Award
$
David Caspari
Chief Executive Officer See below
$138,438
100%
$138,438
Stuart Halls
Chief Financial Officer See below
$85,344
100%
$85,344
$138,438
$85,344
KPI Summary
KPI metrics are set annually in advance by the Board and include a combination of Group financial measures,
non-financial measures and individual targets. For FY21, the Group financial measures for the Chief Executive
Officer and Chief Financial Officer included:
• Total Operating Revenue
• Gross Margin
• EBITDA
• Cash Flow
Weighting
– 60% of the FY21 STI metrics were linked to the Group's financial measures.
– 20% of the FY21 STI metrics were linked to non-financial measures related to the retention, development and
performance of staff during FY21.
– 20% of the FY21 STI metrics were linked to Individual targets which included the successful delivery of key projects
in accordance with the Group's Annual Operating Plan (AOP) FY21.
To calculate the total award payable, the Group accounts were audited and reports on the Group’s activities during
the year were prepared for the Board and the Remuneration Committee. The Remuneration Committee then assessed
the extent to which STI metrics had been met or exceeded in relation to the Company and individual.
Janison Annual Report 2021 | 57
Remuneration Report
7. Changes in KMP and directors’ equity
The following table outlines the changes in the amount of equity held by executives of the Group over the financial year:
Granted FY21
Balance
Beginning
Balance
End of
Name
Instrument
30-Jun-20
Granted
Number
Number
Number
Number
Number
Number
of Year
Date
Granted
Forfeited
Vested
Purchased
Year
Escrowed
David
Caspari
Performance
Rights 1
Stuart
Halls
Ordinary
Shares
Loan Funded
Shares
Performance
Rights
7,057,848
-
150,000
-
-
-
-
-
-
- 6-Nov-20
900,000
TOTAL
7,207,848
900,000
-
-
-
-
-
-
-
-
-
-
-
7,057,848
91,295
91,295
-
-
150,000
900,000
91,295
8,199,143
-
-
-
-
-
1 In order to comply with ASX guidance, the Stretch target number of rights are disclosed above. In the prior period, the number of rights disclosed was the
expected grant. No new instruments were issued to Mr Caspari during the year.
The following table outlines the changes in the amount of equity held by non-executive directors of Janison Education
Group Limited over the financial year:
Granted FY21
Name
Instrument
Balance
Beginning
of Year 30-
Jun-20
Date
Granted
Granted
Number
Forfeited
Number
Vested
Number
Purchased
Number
Balance
End of Year
Number
Escrowed
Number
Wayne
Houlden
Mike Hill
Ordinary Shares
67,067,416
Loan Funded
Shares
Loan Funded
Shares
1,200,000
600,000
Ordinary Shares
1,806,475
Brett
Chenoweth
Loan Funded
Shares
600,000
Ordinary Shares
1,484,875
David
Willington
Allison
Doorbar
Loan Funded
Shares
600,000
Ordinary Shares
816,667
Loan Funded
Shares
600,000
Ordinary Shares
500,000
TOTAL
75,275,433
58 | Janison Annual Report 2021
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
43,960
67,111,376
-
-
1,200,000
600,000
76,375
1,882,850
-
600,000
22,462
1,507,337
-
600,000
75,514
892,181
-
600,000
22,462
522,462
240,773 75,516,206
-
-
-
-
-
-
-
-
-
-
-
Remuneration Report
The following table outlines the value of equity granted to
executives and NEDs in respect of Janison Education Group Limited:
Name
Role
Instrument
Total Value
at Grant $
Value
Expensed in
FY21
Max Value
to be
Expensed in
Future Years
Min Value
to be
Expensed in
Future Years
David Caspari
Stuart Halls
Chief Executive Officer
Performance Rights
620,008
189,646
1,074,799
152,911
Chief Financial Officer
Loan Funded Shares
28,057
5,845
-
-
Performance Rights
183,150
24,050
240,500
74,000
TOTAL PERFORMANCE RIGHTS
TOTAL LOAN FUNDED SHARES
1,310,196
213,696
1,315,299
226,911
495,345
5,845
-
-
Note: The assumptions used to value equity grants can be found in the Notes to the financial statements.
8. Remuneration Records
8.1. Senior Executive Remuneration
The following table outlines the remuneration received by Senior Executives of Janison Education Group Limited
during the financial years ended 30 June 2021 and 2020, prepared according to statutory disclosure requirements of
the Corporations Act:
Base Package
Super
Other
Salary
Contribution
Year
2021
$
-
$
-
Benefits
$ (3)
-
STI (1)
LTI (2)
Amount
% of
Amount
% of
Amount
% of
Package
Total
$
-
TRP
-
$
-
-
TRP
-
-
$
-
TRP
$ (TRP)
-
-
46,249
17%
269,151
2020
136,986
13,014
72,902
222,902
83%
Name
Role
Wayne
Houlden 4
Executive
Director
David
Caspari
Stuart
Halls
TOTAL
TOTAL
CEO
2021
346,250
2020
72,330
CFO
2021
284,480
2020
283,733
21,694
5,251
21,694
21,003
2021 630,730
43,388
-
-
-
-
-
367,944
53% 138,438
20% 189,646
27%
696,028
77,580
51%
28,636
19% 46,979 31%
153,195
306,174
73% 85,344
20%
29,895
7%
421,413
304,736
86%
50,673
14%
765
-
356,174
674,118 65% 223,782
18% 219,542 17% 1,117,441
2020 493,049
39,267
72,902
605,218 77% 79,309
11% 93,993 13% 778,520
1 The STI value reported in this table is the STI to be paid during FY22, being the award earned during FY21.
2 The LTI value reported in this table is the amortised accounting charge of all grants that had not lapsed or vested as at the start of the reporting period.
Where a market-based measure of used such as TSR or Share Price, no adjustments can be made to reflect actual LTI outcomes. Where conditions
include only non-market hurdles (effectively anything other than Share price or TSR), LTI performance is amortisation may increase, or even be written
back, based on the expected outcome during each year of the amortisation period (and may include negative values).
3 Included in "Other Benefits" is Living Away from Home Allowances.
4 Appointed Vice Chair and a Non-executive Director on 2 July 2020
Janison Annual Report 2021 | 59
Remuneration Report
8.2 NED Remuneration
Remuneration received by non-executive directors of Janison Education Group during the financial years ended
30 June 2021 and 2020 is disclosed below:
Name
Mike Hill
Role
Non Executive
Chairman
Wayne
Houlden 1
Non Executive
Vice Chairman
Brett
Chenoweth
Non Executive
Director
David
Willington
Non Executive
Director
Non Executive
Director
Allison
Doorbar
TOTAL
TOTAL
Year
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
Board
Fees $
82,192
82,192
136,986
-
69,996
69,996
63,927
63,927
69,996
76,996
423,097
293,111
1 Appointed Vice Chair and a Non-executive Director on 2 July 2020
Committee
Fee $ Superannuation $
-
-
-
-
-
-
-
-
-
-
-
-
7,808
7,808
13,014
-
-
-
6,073
6,073
-
-
26,895
13,881
Equity
Grant $
-
23,125
-
-
-
23,125
-
23,125
-
Total $
90,000
113,125
150,000
-
69,996
93,121
70,000
93,125
69,996
53,644
130,640
-
449,992
123,019
430,011
60 | Janison Annual Report 2021
Remuneration Report
9. Employment Terms for KMP
9.1 Service Agreements
A summary of contract terms in relation to executive KMP as at the end of FY21 is presented below noting that under
the FY21 arrangements, the STI is scaled to the target amount, and the LTI is reported at the accounting value as of
the date of grant since the vesting conditions attaching to the long-term incentive are binary, either achieved or not
achieved, and therefore have either the grant date accounting value shown, or will not have a value.
Base Package including
Period of Notice
Super
STI Opportunity
LTI Opportunity
Target
Target
% of STI
Target
Total
Remuneration
% of
STI
STI
Subject
% of
Target LTI
Package
Position
From
From
Amount
Fixed
Base
Amount
%
to
Base
Amount
LTI %
at Target
Name
Held
Company
KMP
$
% TRP
Pkg
$
TRP
Deferral
Pkg
$
TRP
Performance
David
Caspari 1
Stuart
Halls
TOTAL
CEO
3 mths 3 mths
402,836
24%
24% 152,000
9%
CFO
3 mths 3 mths
307,316
53%
53% 85,344
15%
-
-
280% 1,127,046
67%
1,681,882
60%
183,150
32%
575,810
710,152
31% 33% 237,344 11%
0% 184% 1,310,196 58%
2,257,692
1 In order to comply with ASX guidance, the Stretch target number of rights are disclosed above in the Target LTI Amount. In the prior period, the number of
rights disclosed was the expected grant. No new instruments were issued to Mr Caspari during the year.
Note:
• Employing company is Janison Education Group
• On appointment to the Board, all non-executive
Limited, except Stuart Halls, for which the employing
company is Janison Solutions Pty Ltd.
• All contracts have an open-ended duration.
directors enter into an agreement with the Company in
the form of a letter of appointment, including an outline
of duties, and the following features:
• Under the terms of the STI arrangements in place,
– Open ended term, subject to ongoing approval
the maximum STI opportunity is 100% of the Target
STI opportunity based on a weighted average salary
during the year.
by the Company’s shareholders,
– The initial fees payable to the person,
• Base package includes an entitlement of five weeks
annual leave per year of service and the compulsory
superannuation
• Contributions as per the Superannuation Guarantee.
• Maximum termination payments under the above
contracts are up to the amount specified under the
Corporations Act (1 x average Base Salary) unless
shareholder approval is obtained. The treatment of
incentives in the case of termination is addressed in
separate sections of this report that give details of
incentive design.
– The terms on which the Company may terminate
the appointment (e.g., resignation, bankruptcy etc.),
– The initial granting of equity as outlined elsewhere
in this report (only one grant specified in the
agreement), and
– The agreement does not include any entitlement
to termination payments, however under the equity
grant arrangements, payments which may be
classified as termination payments could theoretically
arise, in which case the Board will exercise its
discretion to determine the appropriate outcome.
Janison Annual Report 2021 | 61
Financial Statements
Financial
Statements
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h
s
a
p
s
n
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T
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Contents
Financial Statements
16. Shareholder Loans ............................................. 87
Consolidated Statement of Profit or Loss and
Other Comprehensive Income ............................... 64
Consolidated Statement of Financial Position ..... 65
Consolidated Statement of Cash Flows ................ 66
Consolidated Statement of
Changes in Equity .................................................... 67
Notes to the Financial Statements
1. Summary of Significant Accounting Policies ..... 70
2. Segment Reporting ............................................. 77
3. Consolidated Trading Revenue .......................... 79
4. Cost of Sales ........................................................ 79
5. General and Administrative Expenses ............... 80
6. Other Operating Income and Expenses, Net ... 80
7. Depreciation and Amortisation Expense ......... 81
17. Dividends ........................................................... 87
18. Share Capital ...................................................... 88
19. Reserves.............................................................. 90
20. Contingent Liabilities ........................................ 92
21. Key Management Personnel Disclosures ........ 93
22. Related Party Transactions ................................ 93
23. Lease Assets and Liabilities .............................. 94
24. Financial Risk Management .............................. 95
25. Parent Entity Disclosures ................................... 98
26. Interest in Subsidiaries ...................................... 98
27. Auditors Remuneration ..................................... 98
28. Contract Liabilities ............................................. 98
29. Reconciliation of Net Loss to Operating
Cash Flows ......................................................... 99
8. Net Financial Expense ......................................... 81
30. Earnings Per Share................................... .........100
9. Income Taxes ...................................................... 82
31. Events after the Reporting Date............. .........100
10. Trade and Other Receivables .......................... 84
32. COVID-19 ..........................................................100
11. Work In Progress ................................................ 84
12. Plant and Other Equipment .............................. 85
13. Intangible Assets ............................................... 85
Directors’ Declaration ............................................101
14. Trade and Other Payables ................................ 87
Auditor’s Independence Declaration........... .........102
15. Employee Entitlements ..................................... 87
Independent Auditor’s Report...................... .........103
Janison Annual Report 2021 | 63
Financial Statements
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
Note
2021
($'000s)
2020
($'000s)
3
4
5
6
5
7
8
9
22,237
7,974
30,211
13,528
14,014
7,868
21,882
11,846
16,683
10,036
-
8,871
5,233
(268)
(171)
494
6,034
1,655
(303)
(338)
13,665
7,543
-
313
6,119
158
370
57
264
412
3,607
131
454
154
(3,999)
(2,529)
750
357
(3,249)
(2,172)
-
(1)
-
(5)
(3,250)
(2,177)
29
(1.54)
(1.21)
Year ended 30 June
Platform revenue
Services revenue
Total operating revenue
Cost of sales
Gross profit
Product development labour costs
General and administrative expenses
Business development expenses
Other operating income and expenses, net
Research and development tax credit income
Total operating expenses
Acquisition expenses
Share-based compensation
Depreciation and amortisation
Net financial expense
Other non-operating expenses
Foreign exchange gains and losses
Loss before income tax
Income tax benefit
Net loss
Other comprehensive income
Foreign currency translation, net of income tax
Total Comprehensive Loss
Basic loss per share (cents)
The accompanying notes form an integral part of these financial statements.
64 | Janison Annual Report 2021
Financial Statements
Consolidated Statement of Financial Position
As at 30 June
Assets
Cash and cash equivalents
Trade and other receivables
Work in progress
Prepaid expenses
Total current assets
Work in process
Plant and other equipment
Intangible assets
Right of use asset
Deferred tax asset
Other non-current assets
Total non-current assets
Total Assets
Liabilities
Trade and other payables
Employee entitlements
Lease liabilities
Contract liabilities
Income tax payable
Total current liabilities
Employee entitlements
Lease liabilities
Provision for make good
Deferred tax liability
Total non-current liabilities
Total Liabilities
Net Assets
Equity
Share capital
Reserves
Accumulated losses
Total Equity
The accompanying notes form an integral part of these financial statements.
Note
2021
($'000s)
2020
($'000s)
29
10
11
11
12
13
23
9
14
15
23
28
9
15
23
23
9
18
19
23,146
5,039
1,034
1,345
11,108
4,421
240
900
30,564
16,668
38
758
-
675
21,156
20,083
3,128
6,794
199
2,163
5,983
-
32,073
28,905
62,637
45,573
3,155
3,265
865
6,498
6
13,789
139
2,538
230
1,486
4,393
18,182
44,455
71,794
2,594
2,579
1,930
248
4,597
337
9,692
171
2,023
110
1,636
3,940
13,633
31,941
56,343
2,282
(29,933)
(26,684)
44,455
31,941
Janison Annual Report 2021 | 65
Financial Statements
Consolidated Statement of Cash Flows
Year ended 30 June
Receipts from customers
Payments to suppliers and employees
Interest paid and received, net
Income taxes refunded
Other
Net cash flows from operating activities
Acquisition transaction costs
External product development
Internal product development
LTC deferred consideration
Proceeds from the sale of plant and equipment
Purchase of plant and equipment
Net cash used in investing activities
Proceeds from capital raising, net of costs
Repayment of lease liabilities
Net cash from financing activities
Effect of exchange rate changes
Net change in cash and cash equivalents
Cash and cash equivalents at the beginning of period
Cash and cash equivalents at the end of period
The accompanying notes form an integral part of these financial statements.
Note
2021
($'000s)
2020
($'000s)
34,025
29,444
(29,187)
(21,905)
6
29
12
12
11
17
(4)
(168)
(247)
4,419
(65)
(832)
(5,135)
-
7
(438)
(6,463)
14,948
(810)
14,138
(56)
12,038
11,108
23,146
(23)
(296)
303
7,523
(264)
(305)
(4,351)
(3,256)
(12)
(147)
(8,335)
6,680
(625)
6,055
(160)
5,082
6,025
11,108
66 | Janison Annual Report 2021
Financial Statements
Consolidated Statement of Changes in Equity
Year ended 30 June
Balance at 1 July 2020
Net loss
Other comprehensive loss
Total comprehensive loss
Contributions of capital - net of costs
Share-based payments - directors and executives
Total transactions with owners
Balance at 30 June 2021
Year ended 30 June
Balance at 1 July 2019
Adjustment for AASB 16
Share
Capital
($'000s)
Accumulated
Losses
($'000s)
Reserves
($'000s)
56,343
(26,684)
2,282
-
-
-
14,421
1,030
15,451
(3,249)
-
(3,249)
-
-
-
-
(1)
(1)
-
313
313
Total
Equity
($'000s)
31,941
(3,249)
(1)
(3,250)
14,421
1,343
15,764
71,794
(29,933)
2,594
44,455
Share
Capital
($'000s)
Accumulated
Losses
($'000s)
Reserves
($'000s)
Total
Equity
($'000s)
47,549
(24,291)
1,949
25,207
-
(221)
-
(221)
Restated balance at 1 July 2019
47,549
(24,512)
1,949
Net loss
Other comprehensive loss
Total comprehensive loss
Contributions of capital - net of costs
Share-based payments - directors and executives
Total transactions with owners
Balance at 30 June 2020
-
-
-
8,794
-
8,794
(2,172)
-
(2,172)
-
-
-
-
(5)
(5)
-
337
337
24,986
(2,172)
(5)
(2,177)
8,794
337
9,132
56,343
(26,684)
2,282
31,941
The accompanying notes form an integral part of these financial statements.
Janison Annual Report 2021 | 67
Notes to Financial Statements
Notes to
Financial
Statements
68 | Janison Annual Report 2021
Janison Annual Report 2021 | 69
Notes to Financial Statements
Note 1: Summary of Significant Accounting Policies
1.1. General Information and Nature
of Operations
These financial statements include the Janison Education
Group Limited (JEG) a publicly listed company
incorporated and domiciled in Australia and
its subsidiaries (collectively referred to as the Group).
The Group’s principal activities include the licence,
hosting and support of online student assessments and
e-learning software for schools, higher education and
corporations. Since 1 April 2019, with the purchase of
LTC, the Group provides in-person and remote online
exam management services. From 31 May 2020, with
the purchase of Educational Assessments (EA) from
UNSW Global Pty Ltd, Janison now owns and licences
a series of school assessment products including; ICAS,
JET, SCOUT and REACH, as well as having the capability
to sell direct to schools and to design and produce
assessment content (exams).
The financial statements have been prepared using
consistent accounting policies and methods of computation
in all periods presented, unless otherwise stated.
1.2. Basis of Presentation
These general purpose financial statements have been
prepared in accordance with the Corporations Act 2001,
Australian Accounting Standards and Interpretations
of the Australian Accounting Standards Board and
International Financial Reporting Standards as issued
by the International Accounting Standards Board. The
Group’s financial year ends on 30 June and the financial
statements are denominated in Australian dollars.
The financial statements have been prepared on
an accruals basis and are based on historical costs
modified, where applicable, by the revaluation of
selected non-current assets for which the fair value
basis of accounting has been applied. The following
is a summary of the material accounting policies
adopted by the Group in the preparation of the
financial statements. The accounting policies have
been consistently applied, unless otherwise stated.
The Group is of a kind referred to in ASIC Instrument
2016/191, issued by the Australian Securities and
Investments Commission, relating to the “rounding off”
of amounts in the financial reports. Amounts in this financial
report have been rounded off in accordance with that Class
Order to the nearest thousand dollars, or in certain cases,
to the nearest dollar.
The consolidated financial statements incorporate
the assets and liabilities of all subsidiaries of Janison
Education Group Limited as of 30 June 2021 and the
results of all subsidiaries.
1.3. Accounting Policies
The financial statements have been prepared using
the consistent accounting policies and methods of
computation in all periods presented. The Group’s
accounting policies are described below.
1.3.1 Income Tax
The income tax expense / (benefit) for the year comprises
current income tax expense / (income) and deferred tax
expense / (income). Current and deferred income tax
expense / (income) is charged or credited directly to
other comprehensive income instead of the profit or loss
when the tax relates to items that are credited or charged
directly to other comprehensive income.
Current tax – Current income tax expense charged to
the profit or loss is the tax payable on taxable income
calculated using applicable income tax rates enacted, or
substantially enacted, as at reporting date. Current tax
liabilities/ (assets) are therefore measured at the amounts
expected to be paid to / (recovered from) the relevant
taxation authority.
Current tax assets and liabilities are offset where a legally
enforceable right of set-off exists and it is intended that
net settlement or simultaneous realisation and settlement
of the respective asset and liability will occur.
Deferred tax – Deferred income tax expense reflects
movements in deferred tax asset and deferred tax liability
balances during the year as well as unused tax losses.
70 | Janison Annual Report 2021
Notes to Financial Statements
Deferred tax assets and liabilities are ascertained based
on temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in
the financial statements. Deferred tax assets also result
where amounts have been fully expensed but future tax
deductions are available.
No deferred income tax will be recognised from the initial
recognition of an asset or liability, excluding a business
combination, where there is no effect on accounting or
taxable profit or loss.
Deferred tax assets and liabilities are calculated at the
tax rates that are expected to apply to the period when
the asset is realised or the liability is settled, based on tax
rates enacted or substantively enacted at the reporting
date. Their measurement also reflects the manner in which
management expects to recover or settle the carrying
amount of the related asset or liability.
Deferred tax assets relating to temporary differences and
unused tax losses are recognised only to the extent that
it is probable that future taxable profit will be available
against which the benefits of the deferred tax asset can
be utilised.
Deferred tax assets and liabilities are offset where a legally
enforceable right of set-off exists, the deferred tax assets
and liabilities relate to income taxes levied by the same
taxation authority on either the same taxable entity or
different taxable entities where it is intended that net
settlement or simultaneous realisation and settlement
of the respective asset and liability will occur in future
periods in which significant amounts of deferred tax assets
or liabilities are expected to be recovered or settled.
The income tax expense / (benefit) for the year comprises
current income tax expense / (income) and deferred tax
expense / (income). Current and deferred income tax
expense / (income) is charged or credited directly to
other comprehensive income instead of the profit or loss
when the tax relates to items that are credited or charged
directly to other comprehensive income.
1.3.2 Plant and Equipment
Fixed assets including identifiable intangibles are
measured at cost less depreciation and impairment
losses. The carrying amount of plant and equipment and
an assets residual values are reviewed as required, but at
least annually.
Depreciation is calculated by applying the following
methods and useful lives:
Category
Method
Useful Life
Computer Equipment
Diminishing Value 4 to 5 years
Office Furnishings
& Equipment
Diminishing Value 4 to 15 years
Leasehold Improvements
Straight-Line
15 years
Purchased Intangibles
Straight-Line
1-5 years
Motor Vehicle
Straight-Line
5 years
Leasehold improvements are depreciated over the
shorter of either the unexpired period of the lease or the
estimated useful lives of the assets.
Gains and losses on disposals are determined by
comparing proceeds with the carrying amount. These
gains or losses are included in the statement of profit or
loss and other comprehensive income.
1.3.3 Impairment of Assets
At each reporting date, the Group reviews the carrying
values of its tangible and intangible assets to determine
whether there is any indication that those assets have
been impaired. If such an indication exists, the recoverable
amount of the asset, being the higher of the asset’s fair
value less costs to sell and value in use, is compared to the
asset’s carrying value.
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 for which the estimates of future cash flows have not
been adjusted.
Any excess of the asset’s carrying value over its
recoverable amount is expensed to the statement of
profit or loss and other comprehensive income.
Impairment testing is performed annually for intangible
assets with indefinite lives and intangible assets not yet
available for use. Where it is not possible to estimate the
recoverable amount of an individual asset, the Group
estimates the recoverable amount of the cash-generating
unit to which the asset belongs.
Janison Annual Report 2021 | 71
Notes to Financial Statements
1.3.4 Intangible Assets
Internally Developed Software – Expenditure on the
research phase of projects to develop new software
systems and products is expensed as incurred.
Costs that are directly attributable to the development
phase of new Janison software products or costs that
enhance the capabilities and features of existing products
are recognised as intangible assets, and are amortised
over 3 years once complete, provided they meet the
following recognition requirements:
• the development costs can be measured reliably
• the project is technically and commercially feasible
• the Group intends to and has sufficient resources to
complete the project
• the Group has the ability to use or sell the software; and
• the software will generate probable future
economic benefits
Development costs not meeting these criteria for
capitalisation are expensed as incurred.
Directly attributable costs include employee costs incurred
on software development along with an appropriate
portion of direct overheads.
Any capitalised internally developed software that is
not yet complete is not amortised, but is subject to
impairment testing. Goodwill arises on the acquisition of
a business. Goodwill is not amortised, instead, goodwill is
tested annually for impairment.
Subsequent measurement – All internally developed
software is accounted for using the cost model whereby
capitalised costs are amortised on a straight-line basis
over their estimated useful lives, as these assets are
considered finite. Residual values and useful lives are
reviewed at each reporting date. In addition, they are
subject to impairment testing as described in Note 13.
1.3.5 Employee Benefits
Short-term employee benefits are benefits, other than
termination benefits, that are expected to be settled wholly
within twelve (12) months after the end of the period in
which the employees render the related service. Examples of
such benefits include wages and salaries, and accumulating
annual leave.
The Group’s liabilities for long service leave are included
in other long-term benefits as they are not expected to
be settled wholly within twelve (12) months after the end
of the period in which the employees render the related
service. They are measured at the present value of the
expected future payments to be made to employees.
The expected future payments incorporate anticipated
future wage and salary levels, experience of employee
departures and periods of services, and are discounted at
rates determined by reference to market yields at the end
of the reporting period on high quality corporate bonds
that have maturity dates that approximate the timing of
the estimated future cash outflows. Any re-measurements
arising from experience adjustments and changes in
assumptions are recognised in profit and loss in the
periods in which the changes occur.
The Group presents employee benefit obligations as
current liabilities in the statement of financial position if
the Group does not have an unconditional right to defer
settlement for at least twelve (12) months after the reporting
period, irrespective of when the actual settlement is
expected to take place.
1.3.6 Cash and Cash Equivalents
Cash comprises cash on hand and demand deposits.
Cash equivalents are short-term, highly liquid investments
that are readily convertible to known amounts of cash
and which are subject to an insignificant risk of changes
in value. Bank overdrafts are shown within short-term
borrowings in current liabilities on the statement of
financial position.
72 | Janison Annual Report 2021
1.3.7 Revenue Recognition
The Group has applied AASB 15: Revenue from Contracts
with Customers in all periods in determining the amount
of revenue recognised in each reporting period. Using the
guidance provided in AASB 15, the Group uses a 5-step
approach to analysing customer contracts and recording
revenue:
Step 1: Identify the contract(s) involved in the arrangement
with the customer
Step 2: Identify the performance obligations under
the arrangement
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the
performance obligations
Step 5: Calculate revenue to be recognised in
each reporting Period
Revenue is recognised and measured at the fair value of
the consideration received or receivable excluding sales
taxes. The Group recognises revenue when the amount of
revenue can be reliably measured and it is probable that
future economic benefits will flow to the entity and specific
criteria have been met for each of the Group’s activities as
described below.
The Group provides customers Software as a Service
(“SaaS”). Customers include corporates, schools, tertiary
and governmental agencies.
The Group’s revenue is separable into its components
for each of these operating segments and recognised
as follows:
a) Platform Licensing and Hosting Revenue
The Group’s products include a learning platform and
a student assessment platform. Revenue related to
the licensing of these platforms is recognised on the
completion of performance obligations of the licensed
software under an agreement between the Group and
the customer and in the case of period based fees
recognised over the licence period.
Cloud-based hosting services revenue is recognized
over the period that the services are performed. Post-
implementation licence support revenue includes fees
for ongoing upgrades, minor software revisions and
helpline support and is recognized as revenue over the
contract period in which the services are performed.
b) Exam Management Revenue
Exam management revenue includes fees related to
the physical supervision of exams for clients. Revenue is
recognised in the period when exams are completed.
c) Learning Content Revenue
Content revenue includes fees for sourcing third party
content and in some cases fees for generating custom
designed content. Content services fees are recognised
as revenue over the period that the services are
provided.
d) Software Development Project Revenue
Software development project revenue includes fees
related to the creation of custom designed software
systems and configuration and implementation services
linked to installing a Janison platform. Revenue
related to software development and major
configuration projects is recognised in proportion to
the stage of completion, typically in accordance with
the achievement of contract performance obligations
and/or the percentage of completion
e) Contract liabilities
Contractual amounts received from customers in
advance of the start of the licence or hosting period or
the provision of services are accounted for as a current
liability called contract liabilities.
From 1 June 2020 with the acquisition of EA the Group
receives amounts from customers for the use of the
Group’s platform during events that take place in the
following financial year. Revenue for these events is
recorded throughout the delivery and reporting window
and held in Income in Advance until that time.
f) Earned and Contract Assets
Revenues recorded for fees not yet invoiced to
customers are accounted for as an asset called Unbilled
Revenue. These amounts have met the revenue
recognition criteria of the Group, but have not reached
the payment milestones contracted with customers.
g) Other Income
Research and development tax incentive credit
income is recognised when the Group is entitled
to the incentive. The amount is recorded as Other
Income in the period in which the related research
and development costs were incurred. Interest
revenue is accrued on a time basis, by reference to
the principal outstanding and at the effective interest
rate applicable, which is the rate that exactly discounts
estimated future cash receipts through the expected
life of the financial asset to that asset’s net carrying
amount. Grant income for Export Market Development
Grants (EMDG) and the ATO Cash Boost income are
recognised at the point when the Group is notified of
successful application.
Janison Annual Report 2021 | 73
Notes to Financial Statements
1.3.8 Trade and other receivables
Trade receivables are initially recognised at fair value
and measured subsequently at amortised cost, less any
allowance for expected credit losses. The general terms
of trade receivables are between 14 and 30 days from date
of recognition.
The Group applies the simplified approach to providing
for expected credit losses prescribed by AASB 9, which
permits the use of the lifetime expected credit loss (ECL)
provision for all trade receivables. To measure the ECL,
trade receivables have been grouped based on shared
credit risk characteristics and the days past due. The
estimation of loss allowance provision as at 30 June 2021 is
determined by using a provision matrix based on historical
credit loss experience, adjusted for factors specific to
debtors, general economic conditions of the industry in
which the debtor operates and an assessment of both
the current and the forecast direction of conditions at the
reporting date.
The trade receivables are written off where there is no
reasonable prospect of recovery, for example customers
declaring bankruptcy, or term receivables that have now
become unrecoverable.
Impairment losses on trade receivables and contract
assets are presented as net impairment losses within
other net operating income and expenses. Subsequent
recoveries are credited against the same item.
1.3.9 Share Based Payments
Equity-settled share-based compensation benefits are
provided to employees and directors.
Equity-settled transactions are awards of shares, or
options/rights over shares, that are provided to employees
and directors in exchange for the rendering of services.
The cost of equity-settled transactions are measured
at fair value on grant date. Fair value is independently
determined using the Black-Scholes option pricing model
that takes into account the exercise price, the term of
the option, the impact of dilution, the share price at
grant date and expected price volatility of the underlying
share, the expected dividend yield and the risk free
interest rate for the term of the option, together with
non-vesting conditions that do not determine whether
the Group receives the services that entitle the employees
to receive payment. No account is taken of any other
vesting conditions.
The cost of equity-settled transactions are recognised as
an expense with a corresponding increase in equity over
the vesting period. The cumulative charge to profit or
loss is calculated based on the grant date fair value of the
award, the best estimate of the number of awards that are
likely to vest and the expired portion of the vesting period.
The amount recognised in profit or loss for the period is
the cumulative amount calculated at each reporting date
less amounts already recognised in previous periods.
Market conditions are taken into consideration in
determining fair value. Therefore any awards subject to
market conditions are considered to vest irrespective
of whether or not that market condition has been met,
provided all other conditions are satisfied.
If equity-settled awards are modified, as a minimum an
expense is recognised as if the modification has not been
made.
An additional expense is recognised, over the remaining
vesting period, for any modification that increases the
total fair value of the share-based compensation benefit as
at the date of modification.
If the non-vesting condition is within the control of the
Group or employee, the failure to satisfy the condition
is treated as a cancellation. If the condition is not within
the control of the Group or employee and is not satisfied
during the vesting period, any remaining expense for the
award is recognised over the remaining vesting period,
unless the award is forfeited.
If equity-settled awards are canceled, they are treated as
if they had vested on the date of cancellation, and any
remaining expense is recognised immediately. If a new
replacement award is substituted for the canceled award,
the canceled and new award is treated as if they were a
modification.
1.3.10 Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of
the amount of GST, except where the amount of GST
incurred is not recoverable from the tax authority. In these
circumstances, the GST is recognised as part of the cost
of acquisition of the asset or as part of an item of the
expense. Receivables and payables in the statement of
financial position are shown inclusive of GST.
Cash flows are presented in the statement of cash flows on
a gross basis, except for the GST component of investing
and financing activities, which are disclosed as operating
cash flows.
74 | Janison Annual Report 2021
Notes to Financial Statements
1.3.11 Critical Accounting Estimates
and Judgements
The following are significant management judgements in
applying the accounting policies of the Group that have
the most significant effect on the financial statements.
Internally developed software and research costs –
Management monitors progress of internal research and
development projects by using a project management
system. Significant judgement is required in distinguishing
research from the development phase. Development costs
are recognised as an asset when all the criteria are met,
whereas research costs are expensed as incurred.
Management also monitors whether the recognition
requirements for development costs continue to be met.
This is necessary as the economic success of any product
development is uncertain and may be subject to future
technical problems after the time of recognition.
Deferred tax assets – The assessment of the probability
of future taxable income in which deferred tax assets
can be utilised is based on the Group’s latest approved
budget forecast, which is adjusted for significant non-
taxable income and expenses and specific limits to the use
of any unused tax loss or credit. If a positive forecast of
taxable income indicates the probable use of a deferred
tax asset, especially when it can be utilised without a
time limit, that deferred tax asset is usually recognised
in full. The recognition of deferred tax assets that are
subject to certain legal or economic limits or uncertainties
is assessed individually by management based on the
specific facts and circumstances.
Estimation uncertainty – When preparing the financial
statements management undertakes a number of
judgements, estimates and assumptions about recognition
and measurement of assets, liabilities, income and
expenses.
The actual results may differ from the judgements,
estimates and assumptions made by management, and
will seldom equal the estimated results. Information
about significant judgements, estimates and assumptions
that have the most significant effect on recognition and
measurement of assets, liabilities, income and expenses is
provided below.
Revenue – The Group recognises revenue on long-
term software development projects based upon
the percentage of completion against the contract
performance obligation method which relies upon
estimates of the total cost to complete a project at each
reporting date.
Impairment – An impairment loss is recognised for
the amount by which the assets’ or cash-generating
unit’s carrying amount exceeds its recoverable amount.
To determine the recoverable amount, management
estimates expected future cash flows from each
cash-generating unit and determines a suitable interest
rate in order to calculate the present value of those cash
flows. In the process of measuring expected future cash
flows management makes assumptions about future
operating results. These assumptions relate to future
events and circumstances. The actual results may vary, and
may cause significant adjustments to the Group’s assets
within the next financial year.
In most cases, determining the applicable discount rate
involves estimating the appropriate adjustment to market
risk and the appropriate adjustment to asset-specific risk
factors.
Useful lives of depreciable assets – Management
reviews the useful lives of depreciable assets at each
reporting date, based on the expected utility of the assets
to the Group. Actual results, however, may vary due to
technical obsolescence, particularly relating to software
and IT equipment.
Fair value of financial instruments – Management
uses valuation techniques to determine the fair value
of financial instruments (where active market quotes
are not available) and non-financial assets. This involves
developing estimates and assumptions consistent with
how market participants would price the instrument.
Management bases its assumptions on observable data
as far as possible but this is not always available. In that
case management uses the best information available.
Estimated fair values may vary from the actual prices that
would be achieved in an arm’s length transaction at the
reporting date.
Trade receivables – Loss allowances are based on
assumption about risk of default and expected loss rates.
The Group uses judgement in making these assumptions
and selecting inputs to the impairment calculation, based
on the Group’s past history and exiting market conditions,
as well as forward-looking estimates at the end of each
reporting period. Refer to 1.3.8 for the expected credit
loss approach.
Provisions – Long service leave – As discussed in Note
1.3.5, the liability for long service leave is recognised
and measured at the present value of the estimated
future cash flows to be made in respect of all employees
at the reporting date. In determining the present value
of the liability, attrition rates and pay increases through
promotion and inflation have been taken into account.
Government grants – JobKeeper grants are recognised
when the Group is entitled to the incentive. The amount
is recorded as a credit against the cost of employment
in both Cost of Sales and in General and Administrative
costs. The amount recorded in each of these expense
categories in the Statement of Comprehensive Income is
determined by the amount of eligible employees in each
for the period in which the Group is entitled to receive the
incentive payments. During the year ended 30 June 2021
the Group received $1.64 million of which $1.01 million
and $0.63 million and were recorded to offset Cost of
Sales and General & Administrative costs respectively.
Janison Annual Report 2021 | 75
Notes to Financial Statements
Financial instruments fair value measurement
When an asset or liability, financial or non-financial,
is measured at fair value for recognition or disclosure
purposes, the fair value is based on the price that would
be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the
measurement date; and assumes that the transaction will
take place either: in the principal market; or in the absence
of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market
participants would use when pricing the asset or liability,
assuming they act in their economic best interests.
For non-financial assets, the fair value measurement is
based on its highest and best use. Valuation techniques
that are appropriate in the circumstances and for which
sufficient data is available to measure fair value, are used,
maximising the use of relevant observable inputs and
minimising the use of unobservable inputs.
Assets and liabilities measured at fair value are classified
into three levels, using a fair value hierarchy that
reflects the significance of the inputs used in making
the measurements. Classifications are reviewed at
each reporting date and transfers between levels are
determined based on a reassessment of the lowest level
of input that is significant to the fair value measurement.
1.3.12 New and Amended Accounting Standards
Adopted by the Group
The Group (or the Company) has considered the
implications of new and amended Accounting
Standards which have become applicable for the
current financial reporting period. Any new or amended
Accounting Standards that are not yet mandatory have
not been early adopted.
Initial adoption of AASB 2020-04: COVID-19-Related
Rent Concession
AASB 2020-4: Amendments to Australian Accounting
Standards – COVID-19-Related Rent Concessions amends
AASB 16 by providing a practical expedient that permits
lessees to assess whether rent concessions that occur
as a direct consequence of the COVID-19 pandemic
and, if certain conditions are met, account for those rent
concessions as if they were not lease modifications.
Initial adoption of AASB 2018-7: Amendments to
Australian Accounting Standards – Definition of Material
This amendment principally amends AASB 101 and AASB
108 by refining the definition of material by improving the
wording and aligning the definition across the standards
issued by the AASB.
Initial adoption of AASB 2019-1: Amendments to
Australian Accounting Standards – References to the
Conceptual Framework
This amendment amends Australian Accounting
Standards, Interpretations and other pronouncements to
reflect the issuance of Conceptual Framework for Financial
Reporting by the AASB.
The standards listed above did not have any impact on the
amounts recognised in prior periods and are not expected
to significantly affect the current or future periods.
76 | Janison Annual Report 2021
Notes to Financial Statements
Note 2: Segment Reporting
The Group identifies its operating segments based on the internal reports that are reviewed and used by the Board of
Directors in assessing performance and determining the allocation of resources. (Refer to Note 3 for information on the
revenue components and their definition).
The Group’s activities are organised into two operating segments: the Assessment Segment and the Learning Segment.
The Assessment Segment implements and operates a leading global platform for the provision of digital exam
authoring, testing and marking which is sold to national education departments, tertiary institutions and independent
educational institutions in Australia and around the globe.
The Learning Segment operates a learning management platform that manages the content and learning programs for
major corporate and government clients, as well as providing content development services.
2.1. Segment Contribution
Year ended 30 June 2021
Platform revenue
Service revenue
Total segment revenue
Cost of sales
Segment gross profit
Operating expenses
Segment EBITDA
Revenue recognised at a point in time
Revenue recognised over time
For the prior year comparative period, segment revenue by
component is provided below:
Year ended 30 June 2020
Platform revenue
Service revenue
Total platform revenue
Cost of sales
Segment gross profit
Operating expenses
Segment EBITDA
Revenue recognised at a point in time
Revenue recognised over time
Assessment
($'000s)
Learning
($'000s)
Total
($'000s)
17,881
6,184
24,065
11,309
12,756
10,932
1,824
8,734
15,331
4,358
1,788
6,146
2,219
3,927
2,733
1,194
2,451
3,695
22,239
7,972
30,211
13,528
16,683
13,665
3,018
11,185
19,026
Assessment
($'000s)
Learning
($'000s)
Total
($'000s)
9,421
5,152
14,573
8,585
5,987
5,320
667
3,860
10,712
4,593
2,717
7,310
3,261
4,049
2,223
1,826
-
14,014
7,868
21,882
11,846
10,036
7,542
2,494
3,860
7,310
18,022
Janison Annual Report 2021 | 77
Notes to Financial Statements
2.2 Reconciliation from Segment Contribution to Net Loss after Tax
Year ended 30 June
Assessment
Learning
Segment EBITDA
Acquisition costs
Share-based compensation
Depreciation and amortisation
Net financial expense
Other non-operating expenses
Foreign exchange losses
Income tax benefit
Net loss after tax
2.3 Revenue by Market Sector
Year ended 30 June
Schools
Higher Education
Workplace
Total operating revenue
2.4 Revenue by Geographic Location
Year ended 30 June
Australia and New Zealand
Asia
Rest of the world
Total operating revenue
78 | Janison Annual Report 2021
2021
($'000s)
2020
($'000s)
1,824
1,194
667
1,826
3,018
2,494
-
313
264
412
6,119
3,607
158
370
57
131
454
154
(750)
(357)
(3,249)
(2,172)
2021
($'000s)
2020
($'000s)
18,596
5,457
6,158
9,107
6,067
6,708
30,211
21,882
2021
($'000s)
2020
($'000s)
23,267
18,406
2,963
3,981
1,519
1,957
30,211
21,882
Notes to Financial Statements
Note 3: Consolidated Trading Revenue
The Group’s revenue by component are presented below:
Year ended 30 June
Licence and hosting revenue
Content licence revenue
Total platform revenue
Services revenue
Total operating revenue
2021
($'000s)
2020
($'000s)
21,573
13,217
664
797
22,237
7,974
14,014
7,868
30,211
21,882
Platform revenue includes two components:
• Licence and hosting revenue comprises revenue from ICAS, recurring revenue for the right to use the platform and
platform maintenance i.e. revenue for maintenance and support services over a specific period of time (usually one
year).
• Content licence revenue comprises recurring revenue for the right to use third-party content distributed via Janison’s
learning platform or customers’ proprietary learning platforms.
Services revenue includes revenues generated by platform customisation, implementation, configuration, customer
training activities and exam management.
Note 4: Cost of Sales
Year ended 30 June
Personnel costs
Third party contractors
Total direct labour
Hosting and software costs
Exam management costs
Content licence fees
Total cost of sales
2021
($'000s)
2020
($'000s)
4,391
3,451
7,842
4,453
873
360
3,666
3,724
7,389
3,311
662
484
13,528
11,846
Personnel costs includes wages and employee benefits for staff servicing customers including segment heads,
software developers, testers, system operations engineers, and project and account managers.
In FY21 the group received a total of $1.64 million in JobKeeper payments, $1.01 million has been incorporated
into the personnel costs within cost of sales.
Janison Annual Report 2021 | 79
Notes to Financial Statements
Note 5: General and Administrative Expenses
Year ended 30 June
Personnel costs
Share-based compensation
Unallocated employee costs
Office facility expenses
Travel
Software licences
Professional services
Telecommunications
Other
General and administrative expenses
Less: Share-based compensation classified as non-trading
Total general and administrative expenses
2021
($'000s)
2020
($'000s)
6,466
3,357
313
314
238
173
302
589
139
650
9,184
313
8,871
412
580
345
353
234
633
107
424
6,446
412
6,034
Personnel costs include the salaries, benefits and bonuses of the Group’s board and executive team including human
resources and finance functions. Unallocated employee costs include primarily Australian state payroll taxes, staff training
and other employee related expenses not allocated by department.
In FY21 the group received a total of $1.64 million in JobKeeper payments, $0.63 million has been incorporated into
the personnel costs within general and administrative expenses. The Group received its final JobKeeper payment in
March 2021.
Note 6: Other Operating Income and Expenses, Net
Other operating income and expenses includes grant income.
In FY21, the Group received $100 thousand for Export Market Development Grant (EMDG) and $150 thousand
in Cash Flow Boost payments from the Australian government. The Group also received a grant from the
Singaporean government of $32 thousand for a Jobs Support Scheme. The Group also incurred costs of
$29 thousand for professional services on employment matters through COVID-19.
80 | Janison Annual Report 2021
Notes to Financial Statements
Note 7: Depreciation and Amortisation Expense
Year ended 30 June
Office and other equipment
Leasehold improvements
Capitalised platform development costs
Amortisation of acquired IP
Right of use asset amortisation
Depreciation and amortisation expense
Note 8: Net Financial Expense
Year ended 30 June
Interest income
Interest expense
Interest expense - lease liabilities
Net financial expense
2021
($'000s)
2020
($'000s)
134
47
3,260
1,738
940
6,119
88
50
1,462
1,741
266
3,607
2021
($'000s)
2020
($'000s)
(9)
13
154
158
-
24
107
131
Janison Annual Report 2021 | 81
Notes to Financial Statements
Note 9: Income Taxes
All calculations are subject to review by the Australian Taxation Office upon filing of the financial year 2021 tax return.
9.1 Components of Income Tax Benefit
Year ended 30 June
Current tax (benefit) / expense
Deferred tax benefit
Income tax benefit
2021
($'000s)
2020
($'000s)
(10)
(740)
(750)
350
(707)
(357)
9.2 Reconciliation of Prima Facie Tax Expense to Income Tax Expense
Year ended 30 June
Loss before income tax
Tax rate
Prima facie tax benefit
Adjusted for:
Non-deductible research and development expenditure
Recognition of deferred tax on intangible assets
Share-based payment expense
Non-assessable government grants
Non-deductible expenditure
Revaluation of deferred tax asset due to reduction in tax rate/temporary timing differences
Prior year adjustments
Other
Income tax benefit
Income tax - foreign subsidiary
Total income tax benefit
2021
($'000s)
(3,999))
26.0%
(1,040))
2020
($'000s)
(2,529)
27.5%
(695)
(411)
-
81
(83)
6
356
352
(23)
241
36
129
(134)
54
-
-
-
(369(762)
12
(369)
12
(750)
(357)
82 | Janison Annual Report 2021
Notes to Financial Statements
9.3 Deferred Tax Asset and Liability
Year ended 30 June
Intellectual property valuation difference
Employee entitlements accrual
Leasehold improvements
Carried forward tax credits and offsets
Leases
Foreign exchange gains
Provisions and accruals
Capital raising and acquisition transaction costs
Other
Net deferred tax asset
Deferred tax liability
Net deferred tax liability
9.4 Income Tax Payable
Year ended 30 June
Income tax payable - estimated current tax
Income tax credit - R&D estimate
Income tax payable - foreign subsidiary
Income tax payable
2021
($’000s)
2020
($’000s)
3,026
3,483
955
12
1,236
126
4
1,146
308
(19)
6,794
1,486
699
60
519
60
9
855
295
3
5,983
1,636
1,486
1,636
2021
($’000s)
2020
($’000s)
720
(720)
6
6
337
-
-
337
Janison Annual Report 2021 | 83
Notes to Financial Statements
Note 10: Trade and Other Receivables
As at 30 June
Trade receivables
Contract assets
Other receivables
Trade and other receivables
2021
($'000s)
2020
($'000s)
3,928
1,058
53
2,916
982
523
5,039
4,421
Contract assets relates to amounts accrued for the Group’s performance obligations under customer contracts in
accordance with AASB 15.
The aging of the Group’s trade and other receivables, net of bad debt provisions, at the reporting date is:
As at 30 June
Current
Under 30 days
30-60 days
60-90 days
More than 90 days
Total trade receivables
2021
($'000s)
2020
($'000s)
3,249
2,653
279
290
110
-
100
134
-
28
3,928
2,916
The following table shows the movement in lifetime expected credit loss that has been recognised for trade and other
receivables in accordance with the simplified approach set out in AASB 9: Financial Instruments.
Year ended 30 June
Lifetime Expected Credit Loss: Credit Impaired
Current trade receivables
Total
Year ended 30 June
Lifetime Expected Credit Loss: Credit Impaired
Current trade receivables
Total
Opening
balance
2020
($'000s)
Net
measurement of
loss allowance
($'000s)
Amounts
written off
($'000s)
Closing
balance
2021
($'000s)
175
175
(162)
(162)
-
-
13
13
Opening
balance
2019
($'000s)
Net
measurement of
loss allowance
($'000s)
Amounts
written off
($'000s)
Closing
balance
2020
($'000s)
5
5
170
170
-
-
175
175
Note 11: Work In Progress
Work in progress are costs accumulated for the preparation of ICAS, SCOUT and REACH assessments. These costs are
primarily internal and external labour costs and will be expensed when the assessments take place.
84 | Janison Annual Report 2021
Notes to Financial Statements
Note 12: Plant and Other Equipment
As at 30 June
Historical cost
Accumulated depreciation
Total office and computer equipment
Historical cost
Accumulated depreciation
Total leasehold improvements
Historical cost
Accumulated depreciation
Total motor vehicles
2020
($'000s)
Additions
($'000s)
Deductions
($'000s)
2021
($'000s)
974
(623)
351
703
(402)
301
30
(7)
23
337
(37)
300
-
(47)
(47)
-
(4)
(4)
(502)
342
(160)
-
-
-
(13)
7
(6)
809
(318)
491
703
(449)
254
17
(4)
13
Total plant and other equipment
675
250
(166)
758
Note 13: Intangible Assets
As at 30 June
Historical cost
Accumulated amortisation
Total capitalised software costs
Historical cost
Accumulated amortisation
Total other intangibles
Historical cost
Accumulated amortisation
Total goodwill
Total intangible assets
2020
($'000s)
Additions
($'000s)
Deductions
($'000s)
2021
($'000s)
9,487
(1,773)
7,714
8,437
5,906
(3,157)
2,749
62
(2,078)
(1,738)
6,358
6,011
-
6,011
(1,677)
-
-
-
20,083
1,072
-
-
-
-
-
-
-
-
-
-
15,393
(4,930)
10,463
8,498
(3,816)
4,682
6,011
-
6,011
21,156
During the financial year, the Group capitalised $5.9 million of platform development costs relating to new features
to be included in future versions of the Assessment and Learning platforms. Once in use these assets will be amortised
over a three-year period.
Other intangibles include identifiable intangibles related to:
• purchased intellectual property acquired as a result of the purchase of the Ascender content generation
business in April 2018
• client relationships acquired when LTC was purchased in April 2019
• intangible assets acquired from the purchase of EA including a CRM, an assessment item bank and online
customer portal.
Janison Annual Report 2021 | 85
Notes to Financial Statements
Note 13: Intangible Assets (continued)
Impairment testing for intangible assets
Intangible assets have been allocated to the following cash-generating units (‘CGUs’):
As at 30 June
CGU1: Assessment
CGU2: Learning
CGU3: LTC
Total
2021
($'000s)
2020
($'000s)
19,301
1,855
6,412
2,040
-
11,632
21,156
20,083
1. The recoverable amount of each CGU is determined based on value-in-use calculations which require the use of assumptions. The
calculations use cash flow projections based on business plan approved by management covering a three year period. Cash flows
beyond the three year period are extrapolated using the estimated growth rates stated below. Pre-tax discount rate: (10% was used
for both FY2020 and FY2021).
2. Operating cash flow projections are extracted from the most recent approved strategic plans or forecasts that relate to the existing
asset base. For each CGU, the cash flow projections for a three-year period have been determined based on expectations of future
performance. Key assumptions in the cash flows include sales volume growth and the costs of doing business. These assumptions
are based on expectations of market demand and operational performance. Cash flow projections are based on risk-adjusted
forecasts allowing for estimated changed in the business, the competitive trading environment, legislation and economic growth.
3. During the financial year 2021, Janison Exam Management (JEM, formerly known as LTC) and each of the various elements
comprising the business (e.g. network of invigilation staff, network of venues, exam management process IP and client relationships)
were fully integrated into the Janison Assessment business in the delivery of digitial in-person and remote assessments for
Assessment clients and products. As such, the assets of the JEM business are embedded in the delivery and support of the
Janison Assessment division revenue and therefore the JEM CGU value has been aggregated with the Assessment CGU for
impairment testing.
For the financial year ended 30 June 2021, the recoverable amount of net assets for all CGUs is greater than the
carrying value of the assets and therefore the goodwill and other intangible assets are not considered impaired.
Sensitivity
Management have made judgements and estimates in respect of impairment testing of goodwill and other intangible
assets. Should these judgements and estimates not occur the resulting carrying amounts of assets may decrease.
For all CGUs, any reasonable change in the key assumptions (growth rate and discount rate) on which the recoverable
amount is based would not cause the CGU’s carrying amount to exceed its recoverable amount. At the point when
the discount rate increases to 54% or the growth rate falls by 24% the Assessment CGU would be impaired. Should the
discount rate increase to 59% or the growth rate fall by 17%, the Learning CGU would be impaired.
86 | Janison Annual Report 2021
Notes to Financial Statements
Note 14: Trade and Other Payables
As at 30 June
Trade payables
Employee related and withholdings payable
Sundry accrued expenses
Trade and other payables
2021
($'000s)
2020
($'000s)
308
670
2,177
3,155
925
965
690
2,579
The Company has a $1 million bank over-draft facility with National Australia Bank that bears interest at a variable rate
when drawn.
Note 15: Employee Entitlements
As at 30 June
Current employee entitlements provision
Non-current employee entitlements provision
Note 16: Shareholder Loans
There are currently no outstanding shareholder loans.
Note 17: Dividends
There were no dividends paid in the year ended 30 June 2021 (FY20: nil).
2021
($'000s)
2020
($'000s)
3,265
139
1,930
171
Janison Annual Report 2021 | 87
Notes to Financial Statements
Note 18: Share Capital
The table below details the movements in share capital for the two years ended 30 June 2021:
Details
Balance
Employee options exercised
Employee options exercised
Performance rights vesting - Board
Advisor and employee rights vesting
Issue of new loan funded shares to KMP
Share Capital
Date
($'000s) No. of shares
30 June 2019
47,549 168,752,042
23 July 2019
6 September 2019
6 September 2019
6 September 2019
6 September 2019
-
-
-
-
-
6,667
633,336
4,500,000
770,000
150,000
Issue of Earn-Out equity to LTC vendor
16 September 2019
2,033
6,694,076
Transaction costs for issue of LTC vendor earn out
Employee options exercised
Employee options exercised
Employee options exercised
Capital raise
Capital raise - transaction costs
Capital raise - listing costs
Balance
Issue of shares to directors and employees
under salary-sacrificed share scheme
Loan funded shares - repayment received
Capital placement
17 September 2019
31 October 2019
13 December 2019
20 December 2019
1 May 2020
1 May 2020
4 May 2020
(9)
-
-
-
-
40,000
93,334
13,334
7,000
28,000,000
(211)
(18)
-
-
30 June 2020
56,343 209,652,789
27 October 2020
30 April 2021
310
720
1,002,825
-
30 June 2021
15,000
18,292,683
Capital raise - transaction and listing costs
30 June 2021
(579)
-
Balance
30 June 2021
71,794 228,948,297
88 | Janison Annual Report 2021
Notes to Financial Statements
18.1 Capital Raising
FY2021
On 24 June 2021 Janison completed a capital raise of $15 million (before costs) by way of a private placement of ordinary
shares for cash consideration to sophisticated and institutional investors (Placement). The Placement was made at a price
of $0.82 per Share and 18.3 million new, fully paid ordinary shares were issued. The funds will be used to:
– Capitalise on revenue growth opportunities across the PISA and ICAS products, including a global rollout of PISA for
Schools in the UK & USA and further accelerate sales growth in the ICAS product,
– Invest in product development by expanding the range of product offering to parents, teachers and school systems,
and invest in potential future strategic acquisitions; and,
– Strengthen the balance sheet and provide working capital flexibility.
Subsequent to the year end, on 21 July 2021 Janison completed a subsequent capital raise of $3 million (before costs)
by way of a public Share Purchase Plan (SPP) for cash consideration to all eligible shareholders. The SPP was made at
a price consistent with that of the capital raise at $0.82 per Share and approximately 3.7 million new, fully paid ordinary
shares were issued. The funds form part of the main capital raise and have the same use of funds as outlined above.
FY2020
On 24 April 2020 Janison completed a capital raise of $7 million (before costs) by way of a private placement of ordinary
shares for cash consideration to sophisticated and institutional investors (Placement). The Placement was made at a price
of $0.25 per Share and 28 million new, fully paid ordinary shares were issued. The funds will be used to invest in sales
and marketing execution to support a number of international growth opportunities; platform development to target
additional market segments, and inorganic opportunities.
On 31 May 2020, Janison Solutions Pty Ltd, acquired 100% of the business assets of Educational Assessments (“EA”).
EA was a division of UNSW Global Pty Ltd (a wholly owned subsidiary of the University of New South Wales (UNSW)).
The assets were acquired for a total deemed consideration of approximately $721 thousand, consisting of a cash
payment of $1.00 and assumed employee entitlement liabilities of approximately $721 thousand as a result of the
transfer of 32 employees.
EA’s flagship formative assessment product, ICAS, is a recognised international elite competition which is held in
15 countries including Australia, New Zealand, Singapore, Malaysia, Indonesia, Greater China, South Africa and India.
Its other products include JET, a curriculum-linked assessment, REACH, a multi-layered reporting platform for schools,
and a placement test, SCOUT.
Janison Annual Report 2021 | 89
Notes to Financial Statements
Note 19: Reserves
The table below details the movements in reserves for the two years ended 30 June 2020 and 2021:
Details
Balance
Employee options exercised
Employee options exercised
Performance rights vesting - Board
Advisor and employee rights vesting
Employee options exercised
Employee options exercised
Employee options exercised
Issue of loan funded shares
Performance rights granted1
Performance rights forfeited
Foreign currency translation
Balance
Performance rights granted
Employee options forfeited
Loan funded shares vested
Loan funded shares re-allocated
Performance rights granted
Performance rights forfeited
Balance
Reserves
Date
($'000s)
No. of units
30 June 2019
1,949
12,936,676
23 July 2019
6 September 2019
6 September 2019
6 September 2019
31 October 2019
13 December 2019
20 December 2019
Various
Various
Various
-
-
-
-
-
-
-
-
304
47
(13)
(5)
(6,667)
(633,336)
(4,500,000)
(770,000)
(40,000)
(93,334)
(173,339)
-
7,057,848
(150,000)
-
30 June 2020
2,282
13,627,848
6 November 2020
313
3,700,000
15 December 2020
30 April 2021
Various
17 May 2021
17 May 2021
-
-
-
-
-
(120,000)
(2,400,000)
(4,050,000)
880,000
(440,000)
30 June 2021
2,594
11,197,848
1 In order to comply with ASX guidance, the Stretch target number of rights are disclosed above in the Target LTI Amount. In the prior period, the number
of rights disclosed was the expected grant. No new instruments were issued to Mr Caspari during the year.
90 | Janison Annual Report 2021
Notes to Financial Statements
19.1. Share-based compensation
During the year ended 30 June 2021, share-based compensation was provided to the Chief Executive Officer and other
senior executives as follows:
Date Issued
14-Apr-2020
14-Apr-2020
6-Nov-2020
17-May-2021
No. of
Performance
Rights
700,000
6,357,848
3,260,000
880,000
Share Price on
Date of Issue
Vesting
Condition
Volatility
$0.29
$0.29
$0.37
$0.75
1
2,3
2,3
2,3
NA
NA
NA
NA
Total
11,197,848
Value $
112,970
507,038
1,206,200
660,000
2,486,208
Performance Rights were issued to the CEO and the Group's executive leadership team (ELT) under the Group's
Long-Term Incentive Plan (LTIP). Each performance right provides a right to receive one fully paid share upon vesting.
The grant price and exercise price for the rights issued was nil. The share price of the shares on the date of grant is set
out above. The performance rights are subject to continuous employment and performance hurdles.
The first parcel of rights (700,000) expires if unvested two years from the date of appointment of the CEO on 14 April
2022. The second, third and fourth parcels of rights expire if unvested at the end of the three year measurement period.
The value of these rights will be expensed to share-based entitlements expense over the vesting period of 24 months
and 36 months respectively, or the actual vesting period, whichever is shorter.
Vesting Conditions
1. 700,000 rights will vest if the Company share price reaches $1.00 within 24 months of the appointment of the CEO.
A probability of 56% has been applied to this condition. These rights will expire on 14 April 2022.
2. Half of the performance rights will vest upon achieving a market-based target of Total Shareholder Return (TSR) over
a 3-year Measurement Period (FY21-FY23). The Group has assigned this tranche the following weighted probabilities
of the Group achieving a TSR relative to the index TSR:
- 40% likelihood of achieving the same growth or up to 10% more than the index
- 30% likelihood of achieving 10% above the index
- 20% likelihood of achieving greater than 10% above the index TSR
3. The second half of the performance rights are conditional upon achieving a performance-based target of average
Return on Equity (ROE) for the Measurement Period (FY21-FY23). The Group has assigned this tranche the following
weighted probabilities of the Group achieving an average ROE of the following:
- 25% likelihood of achieving greater than 10% but less than 12.5%
- 10% likelihood of achieving 12.5%
- 5% likelihood of achieving greater than 12.5%
Full details can be found on page 52 of the Remuneration Report.
Janison Annual Report 2021 | 91
Notes to Financial Statements
Note 19: Reserves (continued)
19.1. Share-based compensation (continued)
During the year ended 30 June 2020, share-based compensation was provided to the Chief Executive Officer as follows:
To support the business through COVID-19, the Group introduced a salary-sacrifice Employee Share Ownership Plan
for its employees and non-executive directors providing the ability to exchange cash remuneration for fully-paid ordinary
shares in the Company at a 10% discount to the 20-day volume weighted average price each month. The plan ran for
6 months from 1 April to 30 September 2020.
On 27 October 2020, 1,002,825 new fully paid shares were issued to the participating employees and non-executive
directors for the total amount sacrificed of $310 thousand, at prices ranging between $0.26 and $0.35.
Year ended 30 June
As of 1 July 2019
Average exercise price in dollars
Units granted during the year
Units exercised during the year
Units forfeited during the year
As of 30 June 2020
Average exercise price in dollars
Units granted during the year
Units exercised during the year
Units forfeited during the year
As of 30 June 2021
Loan Funded
Shares1
Performance
Rights
Nil Priced
Options
Advisor
Options &
Rights
6,450,000
5,300,000
843,340
240,000
$0.32
Nil
7,057,848
Nil
-
Nil
-
-
-
-
(5,150,000)
(816,671)
(120,000)
(150,000)
(26,669)
-
6,450,000
7,057,848
-
120,000
$0.32
Nil
Nil
-
4,580,000
(2,400,000)
-
-
(440,000)
4,050,000
11,197,848
-
-
-
-
Nil
-
120,000
-
-
1 Loan funded shares accounted as share capital.
Weighted average life of: loan funded shares = 1.6 years, performance rights = 13.2 years.
Note 20: Contingent Liabilities
There are no contingent liabilities as of 30 June 2021.
92 | Janison Annual Report 2021
Notes to Financial Statements
Note 21: Key Management Personnel Disclosures
The following individuals were key management personnel of Janison Education Group during the financial year 2021:
Mike Hill
Non-executive Chairman
Brett Chenoweth
Non-executive Director
David Willington
Non-executive Director
Allison Doorbar
Non-executive Director
David Caspari
Chief Executive Officer
Wayne Houlden
Vice Chair and Non-executive Director (appointed on 2 July 2020)
Stuart Halls
Chief Financial Officer
The aggregate compensation made to key management personnel during the financial year 2021 is set out below:
Year ended 30 June
Short-term employee benefits
Share-based payments
Total compensation
2021
($'000s)
2020
($'000s)
1,348
220
1,567
1,419
310
1,728
Detailed disclosures relating to the key management personnel can be found in the Remuneration Report section of the
Directors' Report.
Note 22: Related Party Transactions
On 15 September 2011, the Group entered into a 5 year lease for its Coffs Harbour office facility with Houlden Properties, Ltd.,
owned by Wayne and Jacquie Houlden, (Wayne Houlden is a current executive Director). The lease was renewed in 2016
for an additional 7-year period with an option to renew for a further 7 year period. During financial year 2021, the Group
paid $202 thousand, ($216 thousand in financial year 2020) as rent under the terms of the contract. The rental fees under the
contract were established on the basis of a rental appraisal.
On 22 June 2021 the property was sold and is no longer owned by the related party.
Janison Annual Report 2021 | 93
Notes to Financial Statements
Note 23: Lease Assets and Liabilities
Right-of-use Assets
Year ended 30 June
Balance at 1 July
New lease
Depreciation
Closing net book value
Carrying amount of lease assets, by class of underlying asset:
Office premises
Lease Liabilities
Year ended 30 June
Balance at 1 July
New lease
Interest
Principal repayments
Closing net book value
Current
Non-current1
Total
Provision for Make Good
Year ended 30 June
Opening balance
New lease
Closing balance
2021
($'000s)
2020
($'000s)
2,163
1,905
(940)
3,128
2,429
-
(266)
2,163
3,128
2,163
2021
($'000s)
2020
($'000s)
2,272
1,788
154
(810)
3,404
65
2,538
3,404
2,790
-
107
(625)
2,272
248
2,023
2,272
2021
($'000s)
2020
($'000s)
110
120
230
110
-
110
1 Includes option to extend the Coffs Harbour lease for a further 7 years.
The above liabilities related to leases for office premises located at 394A Harbour Drive, Coffs Harbour NSW,
Wentworth Park Sporting Complex, Level 3 Wentworth Park Rd, Glebe NSW and Level 1, 80 Bay Street, Ultimo, Sydney
NSW, which the Company entered into a lease agreement for the head office on 15 July 2020. The lease commenced
on 20 July 2020 and will terminate on 30 January 2024. Initial rent for year 1 is $542,290 + GST with a 3% CPI each year
thereafter and a provision for make good of $120,294.
94 | Janison Annual Report 2021
Notes to Financial Statements
Note 24: Financial Risk Management
Year ended 30 June 2021
Cash and cash equivalents
Trade and other receivables
Total financial assets
Trade and other payables
Lease liabilities
Total financial liabilities
Net financial assets
Interest Rate
Floating
Interest
($'000s)
Fixed
Interest
($'000s)
Non-interest
Bearing
($'000s)
2021 Total
($'000s)
0.01%
23,110
-
23,110
-
-
-
4.38%
-
-
-
-
(3,403)
36
5,039
5,075
(3,155)
-
(3,403)
(3,155)
23,110
(3,403)
1,920
23,146
5,039
28,185
(3,155)
(3,403)
(6,558)
21,627
The Group’s activities expose it to several financial risks as described above. The Group’s overall risk management
program seeks to minimise potential adverse effects on the financial performance of the Group. To date, the Group
has not had the need to utilise derivative financial instruments such as foreign exchange contracts or interest rate swaps
to manage any risk exposures identified.
The totals for each category of financial instruments, measured in accordance with AASB 9 Financial instruments as
detailed in the accounting policies to these financial statements, are as per the table above.
Year ended 30 June 2020
Cash and cash equivalents
Trade and other receivables
Total financial assets
Trade and other payables
Lease liabilities
Total financial liabilities
Net financial assets
Interest Rate
Floating
Interest
($'000s)
Fixed
Interest
($'000s)
Non-interest
Bearing
($'000s)
2020 Total
($'000s)
0.25%
11,108
-
11,108
-
-
4.38%
-
-
-
-
-
4,421
4,421
(2,579)
11,108
4,421
15,529
(2,579)
(2,271)
-
(2,271)
(2,271)
(2,579)
(4,850)
11,108
(2,271)
1,842
10,679
The fair value of financial assets and liabilities equate to their carrying value.
24.1. Credit risk
The maximum exposure to credit risk by class of recognised financial assets at the end of the reporting period is
equivalent to the carrying value and classification of those financial assets (net of any provisions) as presented in the
table above.
Credit risk is the risk of financial loss to the company if a customer or counterparty to a financial instrument fails to
meet its contractual obligations, and arises principally from the Group’s receivables from customers.
Credit risk related to balances with banks and other financial institutions is managed by management in accordance
with approved Board policy.
Janison Annual Report 2021 | 95
Notes to Financial Statements
24.2. Trade and Other Receivables
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However,
management also considers the factors that may influence the credit risk of its customer base, including the default
risk of the industry and country in which customers operate.
During FY21, the number of Group clients increased by 880 as a result, customer concentration has improved.
The three largest clients in FY21 represent 33% of the total revenue.
Trade and other receivables (refer to Note 10) that are neither past due nor impaired are considered to be of high
credit quality:
As at 30 June
Australia
United Kingdom
Singapore
New Zealand
Other
Total
24.3. Market risk
Foreign exchange risk
2021
($'000s)
2020
($'000s)
4,504
3,143
76
147
48
264
118
792
38
330
5,039
4,421
The Group is exposed to material foreign exchange risk due to debtors with overseas clients and customers as
presented in the table above. The Group also incurs expenses and regularly purchases services denominated in
US dollars, Singaporean dollars and New Zealand dollars.
As at 30 June 2021 the Group held USD 11 thousand and NZD 25 thousand in a multi-currency account, and
SGD 293 thousand in a Singaporean dollar bank account.
24.4. Liquidity risk
The liquidity position of the Group is managed to ensure sufficient liquid funds are available to meet the Group’s
expected financial commitments in a timely and cost effective manner.
The Group manages this risk through the following mechanisms:
• preparing forward-looking cash flow analysis in relation to its operational, investing and financing activities;
• managing credit risk related to financial assets; and
• only investing surplus cash with major financial institutions.
96 | Janison Annual Report 2021
Notes to Financial Statements
The material liquidity risk for the Group is the ability to raise equity or debt financing in the future.
As of 30 June 2021, Financial Liabilities and their maturities were as follows:
Year ended 30 June 2021
Trade and other payables
Non-interest bearing:
Lease liabilities
Total interest bearing:
Total non-derivatives
Year ended 30 June 2020
Trade and other payables
Non-interest bearing:
Lease liabilities
Total interest bearing:
Total non-derivatives
* Weighted Average interest Rate.
Rate*
1 year
or less
Between 2
and 5 years Over 5 years
4.38%
3,155
3,155
865
865
4,020
-
-
1,588
1,588
1,588
-
-
950
950
950
Rate*
1 year or
less
Between 2
and 5 years Over 5 years
4.38%
2,579
2,579
365
365
2,944
-
-
736
736
736
-
-
1,171
1,171
1,171
Total
3,155
3,155
3,404
3,404
6,558
Total
2,579
2,579
2,271
2,271
4,850
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually
disclosed above.
24.5. Interest rate risk
The Group’s main interest rate risk arises from cash and cash equivalents. The Group’s exposure to interest rate risk,
which is the risk that a financial instrument’s value will fluctuate as a result of changes in market rates and the effective
weighted average interest rates on financial liabilities is not material.
Janison Annual Report 2021 | 97
Notes to Financial Statements
Note 25: Parent Entity Disclosures
The parent entity has no contingent liabilities nor has it entered into guarantees with subsidiaries.
Year ended 30 June
Loss for the period
Other comprehensive income
Total comprehensive loss for the period
Adjusted for:
Current assets
Non-current assets
Total assets
Liabilities
Total liabilities
Total net assets of the parent entity
Share capital
Reserves
Accumulated losses
Total equity
2021
($'000s)
2020
($'000s)
(932)
(1,278)
-
-
(932)
(1,278)
14,390
28,081
5,255
22,404
42,471
27,659
1,853
1,853
40,618
99,818
2,676
1,874
1,874
25,786
84,367
2,363
(61,876)
(60,945)
40,618
25,786
The parent company had no guarantees, contingent liabilities or commitments other than what was disclosed in other
parts of this financial statements.
Note 26: Interests in Subsidiaries
Janison Education Group Limited is the legal head of the consolidated group. Janison Education Group Limited owns
100% of Janison Solutions Pty Ltd, LTC Hold Co Pty Ltd and LTC Language & Testing Consultants Pty Ltd.
Janison Solutions Pty Ltd has a 50% equity interest in Janison Asia Pte. Ltd incorporated in Singapore. Janison Solutions
has a beneficial 100% interest in the subsidiary therefore no minority interest existed as of 30 June 2021 or 2020.
Note 27: Auditor’s Remuneration
Stantons International performed the audit of the financial statements for the years ended 30 June 2021 and 2020.
Remuneration paid or to be paid to the Company’s auditors with respect to FY21 audit and review of the financial
statements was $78 thousand ($70 thousand in FY20).
Note 28: Contract Liabilities
Contract liabilities substantially increased between FY20 and FY21. Prepaid exams of $6.5 million at June 30 2021.
Most of these exams are scheduled to take place between late August and early September 2021.
98 | Janison Annual Report 2021
Notes to Financial Statements
Note 29: Reconciliation of Net Loss To Operating Cash Flows
The following table reconciles cash flow from operations as reported on the Statement of Cash Flows to the Net Loss:
Year ended 30 June
Net loss after tax
Depreciation and amortisation
Losses on disposal of plant and equipment
Non-cash deferred tax benefit
Cash-based transaction costs reported as investing activities
Salary-sacrificed shares
Non-cash share-based compensation
Interest - leases
Amortisation of right of use assets
Total operating items not requiring cash outlays
Trade receivables and other
Work in progress
Pre-paid expenses
Trade and other payables
Employee entitlements accrual
Income in advance
Income tax payable
Deferred tax
Effects of foreign exchange
Changes in working capital items
Net cash provided by operating activities
2021
($'000s)
(3,249)
5,179
63
-
-
310
313
154
940
6,959
(817)
(831)
(446)
676
1,304
1,901
(367)
(768)
56
708
4,419
2020
($'000s)
(2,172)
3,234
12
(1,003)
264
-
337
107
266
3,293
2,686
240
(507)
(65)
1,003
2,878
12
-
155
6,404
7,523
Non-cash financing and investing activities: during the year the Company issued $310 thousand in shares under the
employees' salary-sacrificed share plan. In the financial year 2020, $2.033 million in shares were issued as part of the
acquisition of LTC.
Year ended 30 June
Cash and cash equivalents
2021
($'000s)
2020
($'000s)
23,146
11,108
Janison Annual Report 2021 | 99
Notes to Financial Statements
Note 30: Earnings Per Share
Year ended 30 June
Loss after income tax
2021
($'000s)
2020
($'000s)
(3,249)
(2,172)
Number
'000
Number
'000
Weighted average number of ordinary shares used in calculating basic earnings per share
210,382
179,836
Basic loss per share
Cents
(1.54)
Cents
(1.21)
The group is in a loss position therefore the share-based incentive plans do not affect the diluted earnings per share
calculation as potential ordinary shares will be treated as dilutive when, and only when, their conversion to ordinary
shares would decrease earnings per share or increase loss per share from continuing operations.
Note 31: Events after the Reporting Date
On 21 July 2021 Janison completed a capital raise of $3 million (before costs) by way of a public Share Purchase Plan
(SPP) for cash consideration to all eligible shareholders. The SPP was made at a price consistent with that of the
Placement in June 2021 at $0.82 per share and approximately 3.7 million new fully paid ordinary shares were issued.
On 24 July 2021, Janison agreed to enter into a deed of release to settle an outstanding payment for services with
Skillsoft Asia Pacific Pty Ltd for the sum of approximately $300,000. The amount has been provided for in full and has
been recorded in the FY21 Consolidated Statement of Profit or Loss and Other Comprehensive Income.
Apart from the aforementioned, there have been no other significant events between the balance sheet date and
the date these financial statements were authorised for issue.
Note 32: COVID-19
The Group has benefited from the following significant government support packages as a result of COVID-19 during
the period:
JobKeeper Scheme
Due to the impact of COVID-19 on the Group’s turnover, government subsidies of $1.64 million (2020: $874 thousand)
were received under the Australian Federal Government’s JobKeeper scheme. The Group became eligible for the
Scheme from its inception in March 2020 up to 31 March 2021. The amounts were paid to employees in line with
government’s objectives of helping businesses to continue paying employees to keep them in their jobs so that
businesses can re-start when business conditions improve. The Group has booked receipts for Jobkeeper by offsetting
wages in cost of sales and operating expenses.
Cash Flow Boost Scheme
Due to the impact of COVID-19 Group received government subsidies of $150,000 (2020: $150,000) were received under
the Australian Federal Government’s Cash Flow Boost scheme. The Group has booked receipts for Cash Flow Boost
scheme in other income.
100 | Janison Annual Report 2021
Notes to Financial Statements
Directors' Declaration
In accordance with a resolution of the Directors of Janison Education Group Limited, I state that:
1. In the directors’ opinion:
a) the attached financial statements and notes comply with the Corporations Act 2001, the
Accounting Standards, the Corporate Regulations 2001 and other mandatory professional
reporting requirements;
i. the attached financial statements and notes comply with International Financial Reporting
Standards as issued by the International Accounting Standards Board as described in note 1.2 to
the financial statements; and
ii. the attached financial statements and notes give a true and fair view of the Group’s financial
position as at 30 June 2021 and of its performance for the financial year ended on that date; and.
2. There are reasonable grounds to believe that the Company will be able to pay its debts as when they
become due and payable.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the
Corporations Act 2001.
On behalf of the directors
Mike Hill
Chairman and Director
Dated: 23 August 2021
Janison Annual Report 2021 | 101
Directors Declaration
Auditor’s Independence
Declaration
PO Box 1908
West Perth WA 6872
Australia
Level 2, 1 Walker Avenue
West Perth WA 6005
Australia
Tel: +61 8 9481 3188
Fax: +61 8 9321 1204
ABN: 84 144 581 519
www.stantons.com.au
23 August 2021
Board of Directors
Janison Education Group Limited
c/-Automic Registry Services
Level 5, 126 Phillip St,
Sydney, NSW 2000
Dear Directors
RE: JANISON EDUCATION GROUP LIMITED
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following
declaration of independence to the directors of Janison Education Group Limited.
As Audit Director for the audit of the financial statements of Janison Education Group Limited for the year
ended 30 June 2021, I declare that to the best of my knowledge and belief, there have been no
contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
Yours sincerely
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD
(An Authorised Audit Company)
Samir Tirodkar
Director
Directors
Declaration
Liability limited by a scheme approved under Professional Standards Legislation
Stantons Is a member of the Russell
Bedford International network of firms
102 | Janison Annual Report 2021
Directors Declaration
Independent Auditor’s
Report
PO Box 1908
West Perth WA 6872
Australia
Level 2, 1 Walker Avenue
West Perth WA 6005
Australia
Tel: +61 8 9481 3188
Fax: +61 8 9321 1204
ABN: 84 144 581 519
www.stantons.com.au
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
JANISON EDUCATION GROUP LIMITED
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Janison Education Group Limited the Company and its subsidiaries (“the
Group”), which comprises the consolidated statement of financial position as at 30 June 2021, the consolidated
statement of comprehensive income, the consolidated statement of changes in equity and the consolidated
statement of cash flows for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies, and the directors' declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
(i)
giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its financial
performance for the year then ended; and
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of our
report. We are independent of the Company in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's
APES 110: Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial
report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Liability limited by a scheme approved under Professional Standards Legislation
Stantons Is a member of the Russell
Bedford International network of firms
Janison Annual Report 2021 | 103
Directors Declaration
Key Audit Matters
We have determined the matters described below to be Key Audit Matter to be communicated in our report.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key Audit Matters
How the matter was addressed in the audit
Carrying Value of Intangible Assets
As at 30 June 2021, Intangible Assets totalled
$21,156,000 (refer to Note 13 of the financial
report).
The carrying value of Intangible Assets is a key
audit matter due to:
•
•
•
The significance of the Intangible Assets
representing 34% of total assets;
to assess management’s
The necessity
the
requirements of
the
application of
accounting standards,
light of any
indicators of impairment that may be present;
and
in
The assessment of significant judgements
made by management in relation to the
internally generated assets.
Inter alia, our audit procedures
following:
included
the
i.
ii.
iii.
We evaluated the Group’s accounting
policy and compliance with AASB 138
(Intangible Assets);
Vouched a sample of the expenses
capitalised to supporting documentation
and ensured appropriate to capitalise;
Requested the Group complete an
impairment review in line with AASB
138 and Impairment of Assets (AASB
136), reviewed their assumptions for
reasonableness and satisfied ourselves
that no impairment was necessary; and
iv.
Reviewed the disclosures included in
the annual report.
104 | Janison Annual Report 2021
Directors Declaration
Key Audit Matters
How the matter was addressed in the audit
Revenue Recognition
Revenue recognition is a key audit matter due to the
material amounts and significant audit effort
required by us.
Inter alia, our audit procedures
following:
included
the
to
the
address
unique
the
These
included,
circumstances of
individualised contract
arrangements the Group enters into and the
complexities associated with unbundling single
service contracts with a customer for multiple
services, and to consider the significance of the
Group’s judgements relating to the point in time at
which revenue is recorded, in particular those
relating to the satisfaction of performance
obligations and transfer of control of assets.
We focused on these sales as a key audit matter
due to these conditions leading to increased risk of
incorrect revenue recognition.
the Group’s
revenue
i. We assessed
recognition
the
requirements of AASB 15 (Revenue from
Contracts with Customers);
policies
against
ii. We tested a sample of significant customer
contracts and read the terms and conditions
of sale
features
distinguishing the revenue elements vis.
revenue
performance obligations and
recognition,
to understand
the
iii. We
and
discussed
obtained management’s written
assessments
with
management the compliance with the
revenue
performance obligations and
significant
recognition within
contracts,
for
including
accrued and deferred revenue.
the accounting
these
Other Information
The directors are responsible for the other information. The other information comprises the information included
in the Group’s annual report for the year ended 30 June 2021 but does not include the financial report and our
auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any
form of assurance opinion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed,
we conclude that there is a material misstatement of this other information, we are required to report that fact. We
have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic
alternative but to do so.
Janison Annual Report 2021 | 105
Directors Declaration
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with Australian Auditing Standards, we exercise professional judgement and
maintain professional scepticism throughout the audit. 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 entity'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 entity's internal control.
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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 conclude on the appropriateness of the Directors' use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor's report to the related disclosures in the financial report or,
if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained
up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to
continue as a going concern.
We evaluate the overall presentation, structure and content of the financial report, including the disclosures, and
whether the financial report represents the underlying transactions and events in a manner that achieves fair
presentation.
We obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the financial report. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in Internal control that we identify during our audit.
The Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements.
We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Directors, we determine those matters that were of most significance in
the audit of the financial report of the current period and are therefore key audit matters. We describe these matters
in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
106 | Janison Annual Report 2021
Directors Declaration
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 46 to 61 of the directors’ report for the year ended
30 June 2021.
In our opinion, the Remuneration Report of Janison Education Group Limited for the year ended 30 June 2021
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in
accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD
(Trading as Stantons International)
(An Authorised Audit Company)
Samir Tirodkar
Director
West Perth, Western Australia
23 August 2021
Janison Annual Report 2021 | 107
Additional Information
Additional
Information
Number of Holders
As at 16 August 2021
Number of holders of equity securities - ordinary shares:
232,606,642 fully paid ordinary shares held by 2,404 individual shareholders.
Unquoted Securities
There is nine holders of 11,197,848 performance rights.
Distribution of Fully Paid Ordinary Shareholders
Range
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 - 9,999,999,999
Total
Unmarketable Parcels
Substantial Holders
Name
NATIONAL NOMINEES LIMITED
TENTICKLES PTY LTD
DIPTOE PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
JP MORGAN NOMINEES AUSTRALIA PTY LIMITED
BNP PARIBAS NOMS PTY LTD
108 | Janison Annual Report 2021
No. of Holders
of Fully Paid
ordinary Shares
No. of Holders
of Options
No. of Holders
of Performance
Rights
396
889
426
598
95
2,404
228
-
-
-
-
-
-
-
-
-
-
-
9
9
-
Shares
42,560,933
33,033,708
33,033,708
32,694,923
18,760,141
7,262,534
% of Issued
Capital
18.30
14.20
14.20
14.06
8.07
3.12
Additional Information
Top 20 Holders
As at 16 August 2021
Rank Name
1
2
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
NATIONAL NOMINEES LIMITED
TENTICKLES PTY LTD
DIPTOE PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
BNP PARIBAS NOMS PTY LTD
BNP PARIBAS NOMINEES PTY LTD
WAYNE HOULDEN
BREBEC PTY LTD
SIMON ROTHERY
HSBC CUSTODY (AUSTRALIA) NOMINEES LIMITED
MR DAVID KYFFIN WILLINGTON
BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD
GANG - GANG PTY LTD
3RD WAVE INVESTORS PTY LTD
JARUMITO PTY LIMITED
LENROC INVESTMENTS PTY LIMITED
MS ALLISON DOORBAR
DIXSON TRUST PTY LTD
INDCORP CONSULTING GROUP PTY LIMITED
SANDHURST TRUSTEES LTD
Total
Balance of register
Grand total
16 August 21
% of Issued
Capital
42,560,933
33,033,708
33,033,708
32,694,923
18,760,141
7,262,534
2,516,923
2,242,960
2,667,437
1,600,000
1,544,855
1,492,181
1,325,059
1,300,000
1,250,000
1,158,524
1,150,000
1,146,176
1,023,714
1,000,000
917,184
18.30
14.20
14.20
14.06
8.07
3.12
1.08
0.96
0.92
0.69
0.66
0.64
0.57
0.56
0.54
0.50
0.49
0.49
0.44
0.43
0.39
189,145,574
44,378,252
81.32
18.68
232,606,642
100.00
Janison Annual Report 2021 | 109
Additional Information
110 | Janison Annual Report 2021
Additional Information
Corporate Directory
COMPANY
Janison Education Group Limited
ASX CODE
JAN
REGISTERED OFFICE
Automic Group
Level 5, 126-130 Phillip Street
Sydney NSW 2000
TELEPHONE
+61 2 6652 9850
WEBSITE
www.janison.com
SHARE REGISTRY
Automic Registry Services
Level 5, 126-130 Phillip Street
Sydney, NSW 2000
BOARD OF DIRECTORS
Mr Mike Hill, Non-Executive Chairman
Mr Wayne Houlden, Non-Executive Vice Chairman
Mr Brett Chenoweth, Non-Executive Director
Mr David Willington, Non-Executive Director
Ms Allison Doorbar, Non-Executive Director
COMPANY SECRETARY
Ms Maggie Niewidok
AUDITOR
Stantons International Audit & Consulting Pty Ltd
6 Middlemiss Street, Lavender Bay, Sydney NSW 2060
CORPORATE GOVERNANCE
www.janison.com/investors/
ANNUAL GENERAL MEETING
Janison will hold its 2021 Annual General Meeting
virtually at 4pm, 21 October 2021.
Janison Annual Report 2021 | 111
80 Bay Street
Ultimo, NSW 2007
Australia
Tel. : 02 6652 9850
janison.com.au