MedAdvisor
Annual Report 2018

Plain-text annual report

Annual financial report for the year ended 30 June 2018 MedAdvisor Limited ABN 17 145 327 617 MedAdvisor Limited (ASX:MDR) delivers a connected health system that empowers patients. Our purpose is to relentlessly innovate to improve access and convenience to healthcare to help people be healthier. Contents Chairman’s letter FY18 Results summary & highlights Directory Directors’ reports Auditor’s independence declaration Corporate governance statement Financial report for year ended 30 June 2017 Directors’ declaration Independent auditor’s report Shareholder information 1 3 9 10 25 26 27 63 64 68 Chairman’s Letter Dear Shareholders, Thank you to our shareholders who continue to support us and a warm welcome to shareholders who have joined us this year. We are deli ghted that l eading Australasian healthcare company, EBOS Group, joined us as a strategic investor during the year, taking a $9.5m share placement to become one of our largest shareholders with a holding of 14.1%. EBOS have joined several pharmacy groups that recognize MedAdvisor’s linking patients with their health practitioners. strategic position We have continued to improve services and products for pharmacies, attracting new pharmacies, and increased patient numbers resulting in revenue growth. increased 52% to $7.4m Total revenue for the financial year and operating revenue up 52% to $7.2m, a second consecutive year of delivering +50% revenue growth. We are investing strongly into the business to pursue international and domestic growth opportunities. A year of expansion opportunities Domestically - Our strategic partnership with EBOS provided a number of new avenues for MedAdvisor to bolster its market presence and revenue. Services to the hospital sector are a key growth area for the Company. It is estimated that 50% of medication errors occur at the transition of care, and a formal process to record and manage all records and prescriptions could reduce errors by up to 94% (Source: Australian Commission on Safety and Quality of HealthCare). MedAdvisor brings efficient processes to hospitals to improved patient admission and discharge provide ensuring that all medical practitioners involved in the process have a full and accurate view of that patient’s medical history. We are working towards a program that leverages increase medication MedAdvisor’s capabilities to adherence through better connectivity between hospitals, doctors and pharmacies. We are confident that this will result in a reduction in the number of improved patient hospital outcomes. readmissions and in making patients’ To assist lives simpler through improved convenience we are investing further to build connectivity with GPs. Nearly 7,500 GPs who process scripts on behalf of MedAdvisor pharmacies and patients and a growing the proportion of these are connecting through our online portal. We are working closely through marketing and educational programs to help our pharmacy customers increase their revenues by better utilising our software’s capabilities, which in turn earns revenue for MedAdvisor. By promoting awareness and understanding of our services for our pharmacy network our patient user base will grow as pharmacists advocate and promote the app to their customers. A growing user base is key to our ability to attract further manufacturers to run Patient Engagement Programs (PEPs) on the platform, which continue to be an important part of our business and revenue base. Internationally Further afield, we are also ramping up our efforts to advance our entry into new international markets and have commenced expansion into the US. We have partnered with PDX Inc., a leading US provider of pharmacy dispense software to integrate our technology. PDX’s software is used by over 10,000 US pharmacies and completion of the integration will allow us to provide our platform to these pharmacies. Furthermore, PDX will support us in our marketing efforts under the Co- Marketing and Licence Agreement. The integration with a major US dispensary is a key step towards bringing our product to market. We have scaled up our development team to increase the capacity to execute the integration, which we anticipate completing by the end of this calendar year. Driving engagement This year we achieved a milestone of one million patients using MedAdvisor and our pharmacy network has continued to expand. We now have over 50% of the Australian pharmacy market using our PlusOne software. Our pharmacy customers, both existing and new, are one of the strongest drivers of patient acquisition and we now have an average of nearly 400 patients per pharmacy, up from 300 at the end of FY17. The growth in engagement from our users this year has been encouraging and as we improve in our delivery of convenience to our users this engagement will continue to grow. Page | 1 Looking ahead are aggressively international We opportunities and advancing our entry into the US through the integration with PDX. assessing Domestically, a large addressable market remains. MedAdvisor’s technology has a key role to play in increasing the connectivity and driving better health outcomes for all patients. Our domestic expansion plans include entering the hospital market; providing existing customers with better services; and driving patient engagement. I am optimistic for our outlook over the coming 12 months and look forward to sharing further progress and achievements. I thank shareholders for their continued support and extend thanks to all our partners, customers and our creative staff who are unstintingly striving to make MedAdvisor’s patient’s lives better Yours Sincerely Peter Bennetto Chairman Camberwell, 30 August 2018. Page | 2 Summary of 2018 financial year results Revenue breakdown by financial year SaaS revenue has increased from an increased pharmacy network along with price increases. User based revenues are growing in line with user growth. Fixed v user based operating revenue User based revenue is tracking at 37% of total operating revenues. 2016 2017 2018 SaaS revenues User based revenues Growth in operating revenues The business continues to enjoy strong organic growth in revenues. FY17 had stronger percentage growth compared to FY16 as a result of the acquisition of Healthnotes and OzDocsOnline. There were no acquisitions in FY18. Page | 3 Gross Margins by year Gross Margins have expanded over the last 3 financial years as the business more effectively manages platform costs and builds scale. Operating and growth expenses to gross margin Coverage of our fixed operating expenses is increasing as a result of the growth in our margins. The investment in growth includes the expenses associated with both domestic and international market development We have seen strong growth and engagement from pharmacies with our new Professional Pharmacy Services offering in PlusOne. Page | 4 Operating performance to cash Cash collections from the underlying business continue to be strong and support the growth of the business. Page | 5 Full year profit and loss highlights Page | 6 Summary balance sheet Current assets Cash & cash equivalents Other current assets Non-current assets Property plant & equipment Intangible assets Current liabilities Trade & other payables Income in advance Employee benefits Non-current liabilities Employee benefits 2018 2017 Change $ 000's $ 000's $ 000's % 10,475 1,195 11,670 370 5,340 5,710 4,835 612 5,447 190 5,463 5,653 5,640 117% 583 95% 6,223 114% 180 (123) 57 Total assets 17,380 11,100 6,280 1,248 1,016 389 441 285 394 2,078 1,695 231 104 47 383 133 133 50 50 84 84 169% 169% Total liabilities 2,211 1,745 467 27% Net assets Net tangible assets 15,168 9,828 9,355 3,892 5,813 62% 5,936 153% Summary operating cash flow Operating cash inflows Receipts from customers R&D tax concession Government grants Interest Operating cash outflows Payments to suppliers Payments to employees 2018 2017 Change $ 000's $ 000's $ 000's 6,422 634 - 155 4,949 522 41 90 7,212 5,602 5,146 5,334 10,480 4,259 3,743 8,002 1,473 112 66 1,610 886 1,591 2,477 (41) -100% Net operating cash flows (3,268) (2,401) (867) 95% -2% 1% 57% 23% 37% 12% 23% % 30% 22% 74% 29% 21% 43% 31% 36% Cash flows from operations remain robust but have been affected at year end by manufacturers that take longer than our standard terms to pay their invices. We continue to invest in growth and cost increases have been in line with our expectations. Page | 7 The net operating cash flows and cash collections have been normalised by adjusting for the effects of receipt of the R&D Tax Concession, annual subscriptions receipts and PEP receipts by averaging those receipts over the year to which they relate. Page | 8 Corporate directory Directors Mr Peter Bennetto Non-executive Chairman Mr Robert Read Managing Director & CEO Mr Joshua Swinnerton Founder & Executive Director Mr Jim Xenos Non-executive Director Ms Sandra Hook Non-executive Director Company secretary Mr Carlo Campiciano CFO Notice of annual general meeting Details of the annual general meeting of MedAdvisor Limited are: At the offices of HWL Ebsworth Lawyers Level 23, 530 Collins Street Melbourne Vic 3000 9:00 a.m. on Tuesday 23rd October, 2018. Registered office Level 2, 971 Burke Road Camberwell Vic 3124 Principal place of business Level 2, 971 Burke Road Camberwell Vic 3124 Share register Computershare Investor Services Pty Ltd Auditor Lawyers Yarra Falls 1152 Johnston Street Abbotsford Vic 3067 RSM Australia Partners Level 21, 55 Collins Street Melbourne Vic 3000 HWL Ebsworth - Lawyers Level 26, 530 Collins Street Melbourne Vic 3000 Stock exchange listing MedAdvisor Limited shares are listed on the Australian Securities Exchange (ASX:MDR) Website www.medadvisor.com.au Page | 9 Directors’ report The Directors of MedAdvisor Limited (‘MedAdvisor’) present their report, together with financial statements of the consolidated entity, being MedAdvisor Limited (‘the Company’) and its Controlled Entities (‘the Group’) for the year ended 30 June 2018. Directors The names of Directors in office at any time during or since the end of the year are: Peter Bennetto Robert Read Joshua Swinnerton Jim Xenos Sandra Hook Non-Executive Chairman Executive Director / Chief Executive Officer Executive Director / Founder Non-Executive Director Non-Executive Director Peter Bennetto, Non-Executive Chairman. GAICD, SA Fin. Director since 2013. Member of Audit and Risk Committee Member of the People and Remuneration Committee Peter Bennetto is an experienced company director, with skills in banking, corporate finance and governance. Peter has held a number of company director positions in exploration, mining and manufacturing companies listed on the ASX since 1990. Mr Bennetto has been Non-Executive Chairman at MedAdvisor Limited (formerly Exalt Resources Limited) since November 28, 2013. Mr Bennetto is currently non-executive Chairman of Ironbark Zinc Ltd. Robert Read, Executive Director/ CEO. BComm(Mgt), BA(Psych), GAICD. Director since 2015. Member of Audit and Risk Committee Member of the People and Remuneration Committee Robert Read has extensive commercial experience in a wide range of businesses, including Director of Commercial Strategy and Operations in one of the world’s leading pharmaceutical companies, and roles in Venture Capital and Private Equity. Robert brings a wide range of skills to the position of CEO - in financial leadership, performance deep understanding of the requirements to successfully grow early stage businesses. and marketing, improvement sales and a Joshua Swinnerton, Executive Director/ Founder. MEI, GradCert Eng., BE, BCS(Hons). Director since 2015. Joshua Swinnerton has extensive experience leading and managing sizeable IT ventures, both within large companies, as a consultant, and as the technical and operational lead of start-up companies. Prior to founding MedAdvisor, led a technology start-up which he also founded and sold into the US as well as raising funds in the US for the company’s expansion and managed software development. During this time Mr Swinnerton has gained valuable experience in bridging the gap between innovative technology and business objectives. Josh also has extensive skills in building and managing exceptional development teams. Jim Xenos, Non-Executive Director. BSc, DipEd, AFAIM, GAICD. Director since 2015. Member of Audit and Risk Committee Member of the People and Remuneration Committee leading high performing Jim Xenos is an experienced general manager with sales and marketing expertise and a track record in building and teams delivering market share and profit growth in national and multinational companies. Mr Xenos has a strong reputation in forming brand and portfolio strategies, developing new product launches with innovative go to market activities in existing and new channels. He in establishing high has strength performing sales teams in highly competitive categories. Mr Xenos also brings pharmaceutical experience to the board having held senior management positions in national and multinational pharmaceutical companies. significant Sandra Hook, Non-Executive Director. GAICD. Director since 2016. Member of the People and Remuneration Committee Member of Audit and Risk Committee Sandra Hook has a track record in driving customer- centred business transformation and transitioning traditional organisations in rapidly evolving environments. She has extensive operational, digital, financial management and strategic experience built over 25 years as a CEO and in senior executive roles Page | 10 Market. She is a trustee of the Sydney Harbour Federation Trust and the Royal Botanic Gardens and Domain Trust Ms Hook is currently a non-executive director of RXP Services (ASX:RXP); IVE Group (ASX:IGL); .au Domain Administration Ltd.; the Sydney Fish Markets and is a Trustee of the Royal Botanic Gardens & Domain Trust and the Sydney Harbour Federation Trust. for some of Australia’s largest media companies including News Limited, Foxtel, Federal Publishing Company, Murdoch Magazines and Fairfax. Since 2000 she has also served as a non-executive director on listed, public and private companies and government bodies. Sandra is currently director of digital/technology companies RXP Services Ltd, MedAdvisor Ltd and .au Domain Administration Ltd as well as IVE Group Limited and the Sydney Fish Company secretary Carlo Campiciano, Company Secretary/ CFO MEI, GradDip(Comp), Bbus(Acc), GIA(cert), MIPA. Carlo Campiciano is a qualified accountant with extensive experience working with business on a wide range of areas including taxation, finance, operations, planning, operational and financial strategy. Mr Campiciano commenced his career with Coopers & Lybrand where he completed his Professional Year of Study which qualified him for admittance to the Institute of Chartered Accountants before moving onto roles in professional services firms as well as roles in industry which extended both his technical as well as practical business skills. Mr Campiciano was a Director of MedAdvisor International Pty Ltd prior to the relisting of MedAdvisor Limited and has been the CFO since the company was founded in 2012. Directors’ meetings 2018 Peter Bennetto Robert Read Joshua Swinnerton Jim Xenos Sandra Hook Committee Meetings 2018 Peter Bennetto Robert Read Jim Xenos Sandra Hook Principal activities Board Meetings Meetings held Meetings attended 10 10 10 10 10 10 9 10 10 10 Meetings People & Remuneration Meetings attended 1 held 1 1 1 1 1 1 1 Audit & Risk Meetings held 3 3 3 3 Meetings attended 3 3 3 3 The principal activities of the Entity have continued to be the development and deployment of the MedAdvisor medication and adherence platform. The MedAdvisor platform is focused on improving health outcomes by connecting health professionals with their patients using mobile and web technologies. Page | 11 Operating results During the year, the Company reported a net loss of $4,454,211 (2017 $3,429,927). Operating revenue totaled $7,239,030, growing 52% from the prior financial year (2017 $4,764,776). Dividends No dividends have been paid or declared by the Company since the beginning of the year. Review of operations The pharmacy market in Australia has approximately 5,500 pharmacies owned by 3,500 owners. Fragmentation has increased as is evidenced by the fact there are over 11 pharmacy dispensing systems in the market. In FY18 MedAdvisor continued to build its position in this highly fragmented market. We have achieved a more than 50% share of the pharmacy market with over 3,000 pharmacies using MedAdvisor to connect more effectively with their patients or to deliver important professional services. The PlusOne platform for pharmacy allows pharmacies to connect with patients via SMS, App, Web/Email or Landline. PlusOne has smart algorithms that allows it to send reminders to the specific patients at the right time from the information it interprets about a patient’s medication and their supply from the pharmacies dispense system. Pharmacies using PlusOne have signed up over 1m patients on to the MedAdvisor platform. The MedAdvisor platform helps patients take their medication safely, effectively and on time. In addition, it allows patients to “skip the queue” and order their medications in advance. The smart algorithms used to understand medication profiles automates significant functionality within the platform and allows patients to communicate with their pharmacy via app, SMS or email. Adherence to medications is a global problem. The World Health Organisation estimates that ~50% of prescribed chronic medications are taken in developed countries. MedAdvisor has further assessed from the de-identified data of 1.3m patients on chronic medications in Australia that Australians only take their medications 54% of the time. This means that patients are not getting the health benefits that their doctors intend, the Government is not getting what they pay for in terms of keeping people out of the Health System and pharmacies and manufacturers are missing out on vital revenues. MedAdvisor has been shown to improve medication adherence by over 20% for many common chronic medications, which we believe can be further improved through programs run through MedAdvisor. This increase in adherence is a much-needed benefit for pharmacists who have been facing funding cuts from traditional dispensing fees. PlusOne also launched new features in FY18 that allow Pharmacists to record and claim their professional services activity. This is an important revenue stream for pharmacy and PlusOne has given pharmacists a fast and efficient way of managing the recording and claiming of these services. However, whilst this is a strong benefit, we also aimed to assist pharmacies stimulate demand for the services they offer; PlusOne uses smart algorithms to identify, recruit and book eligible patients into the right services. This incremental opportunity can now also be extended to both Government Funded (6CPA) Programs and to Manufacturer Funded Programs through what we call the Health Services Hub, which operates much like a marketplace for pharmacy. The Health Services Hub platform allows manufacturers to offer pharmacist intervention programs which are delivered face to face with patients. For the first time, funders can provide programs to the pharmacy market in a consolidated way through a platform that helps patients achieve better health management and allows pharmacy to drive more revenue. This opportunity is being extended to our Manufacturer client base who have been running with digital programs through the MedAdvisor App. This also creates a new revenue opportunity for MedAdvisor to participate in the incremental upside created by Health Services Hub. The number of pharmacies using the Professional Services Platform has continued to grow as have the services recorded in the platform, which can be seen in Professional Services Growth graph on page 4. During FY18 we Page | 12 launched the Flu Program resulting in a near doubling of flu shots recorded in pharmacy from the prior year (excluding Chemist Warehouse). MedAdvisor recorded over 83,000 flu shots via PlusOne. Pharmacy The platform was white-labelled by Discount Drug Stores (DDS) across its stores nationwide, allowing them to offer their customers a DDS branded application. MedAdvisor also launched a customized version of MedAdvisor for TerryWhite Chemmart. The ability to white-label the platform provided MedAdvisor with further opportunities in the pharmacy sector to offer larger pharmacy chains a branded product to help them better engage with their customers and manage their customer base. SaaS fees were increased in January 2018 and by delivering more value through improved software, the business believes that pharmacies will be prepared to pay for improved functionality over time. We have seen volume of Tap to Refill scripts grow by 40% and total scripts ordered via MedAdvisor of $235m (FY 17 $167m). This included the full year impact of the Healthnotes acquisition. Connected Platform During the year more GPs used the MedAdvisor platform including via GP Connect and OzDocsOnline to handle scripts. With approximately 7,500 GPs connected during FY18, and 26% of these GP’s are using our online platform to process the requests either on behalf of nursing home patients or patients directly. We also announced a MOU with HPS in Q2 FY18. We have been working with HPS on ways to transition patient care from Community Pharmacy to Hospital and back again to a community setting. MedAdvisor believes this to be a long- term revenue opportunity due to our ability to help save the health system from unnecessary spending from complications arising from medication misadventure. Throughout the year, MedAdvisor has successfully grown its domestic operations and enhanced its technical capabilities and offering to pharmacies. It has also progressed its international expansion initiative having begun integration with a leading dispense software provider in the United States (US) that will allow it to provide its products to a significant portion of the US pharmacy market. MedAdvisor has continued to invest in the development of its platform to improve the pharmacy and patient user experience. Further development of the technology has seen the launch of new capabilities and functionality that have increased the revenue generation potential for the pharmacy channel. International Expansion This year, MedAdvisor focused its efforts on its international expansion initiatives with the appointment of two regional advisors in the UK and the US to advance its market entry in the two regions. Mr Jamal Butt, former Head of Pharmacy with Walgreens Boots Alliance, Boots UK and Celesio UK, has been in discussions with UK pharmacies, hospitals and health departments to determine the optimal market entry method for MedAdvisor. Since the appointment, MedAdvisor has received approval from the U.K’s National Health Service (NHS) to integrate its technology interface with the four principal clinical systems providers. In the US, Mr Keith Kiarsis, former senior executive of Adheris Health has been advancing MedAdvisor’s market entry into the region. MedAdvisor has now announced the signing of a Co-Marketing and Licence agreement with PDX Inc, who have 10,000 pharmacy customers. Integration with a leading US dispense software provider, PDX will allow MedAdvisor to target their customer base with a digital ordering solution that is fully integrated with their day to day dispense systems and can be white labelled as appropriate. Once integrated with PDX’s systems, MedAdvisor’s pharmacy software can be easily deployed into the 10,000+ pharmacies that use PDX’s software, making it faster and simpler to commence roll-out in the U.S market and begin customer acquisition. Page | 13 EBOS Investment MedAdvisor received a strategic investment of $9.5m from one of Australasia’s leading healthcare companies, EBOS Group Limited (EBOS). The investment saw EBOS become one of the largest shareholder with a 14.1% holding and opened up new opportunities for MedAdvisor to collaborate with other healthcare companies and pharmacies under the EBOS umbrella. Two agreements were subsequently signed with EBOS subsidiaries; Terry White Chemmar t (TWCM) and Zest. The agreement with TWCM is a 3-year agreement to roll out a customised TWCM-branded version of the MedAdvisor app that will be promoted to its customers throughout its pharmacies, this was delivered in Q4 FY18. The PlusOne software is also deployed in TWCM stores and is helping to streamline processes and deliver additional services to patients. Under the 3-year agreement with Zest, MedAdvisor will provide a digital communication channel for Zest’s healthcare programs. Both companies have been working together to deliver communications programs for Zest clients and will also explore potential collaboration on tailored hospital discharge programs as MedAdvisor targets expansion into the hospital market. Platform Growth During the year, MedAdvisor hit the one million patient user milestone. It began the year with a user base of ~ 830,000 and closed the reporting period with over one million patients. The growth in users was driven by the Company’s marketing efforts and promotion of the app via our pharmacy network. This growth has been purely organic, compared to the prior financial year where the acquisition of Healthnotes bought an additional 300,000 users, which significantly increased the user base in the prior year and was a key driver of patient growth in FY17. Through the Health Services Hub, program funders can deliver face to face pharmacist programs to over 7m patients via the pharmacy to complement digital health programs run via the app or SMS. MedAdvisor’s software is now used in over 50% of agreements. Leading pharmacy brands using the platform include Discount Drug Stores, Blooms, Good Price Pharmacy Warehouse, Amcal, Optimal and TerryWhite Chemmart. Impressively, MedAdvisor’s PlusOne software is interacts with ~70% of the total script volume in Australia via its connected pharmacies, demonstrating both the higher volumes of scripts at MedAdvisor pharmacies and the capability of the software to handle it. Australian pharmacies, including through white-labeling Patient Engagement Programs (PEPs) continued to grow throughout the year, with contracted programs being extended and new programs initiated from new and existing clients. During FY18 we had a total of 32 PEP campaigns delivered or committed to by manufacturers. Feedback from patients has been positive, with the programs being both informative and valuable. Through the re-ordering function that allows patients to re-fill their existing scripts at the click of a button and have it waiting in store at pharmacy (tap-to-refill) MedAdvisor processed a total of $235m in annualised prescription value. This volume demonstrated the increasing engagement from patients that are using the app to re-order and collect their medications, versus those that are still going in store to re-order with their pharmacist, who then uses the PlusOne software to log the order. Average patients per pharmacy at the end of the financial year totaled 393. This is a 25% increase in the prior year, which is reflective of the growing engagement in store and strong advocacy from pharmacists to recommend the app to their customers. As the new pharmacies are added to the pharmacy network, the average number of patients are diluted and therefore skew this metric until those new pharmacies have increased their users. New management appointments Dr David Chatterton was appointed as Chief Technology Officer at the end of FY17 to lead further development and enhancement of the platform as the Company enters the next phase of continued domestic growth and international expansion. Dr Chatterton was previously CTO at Aconex (ASX:ACX) which was recently sold to Oracle for $1.6b. Page | 14 Significant changes in state of affairs There were no significant changes in the state of affairs. Likely Developments Over the coming months, MedAdvisor is progressing the globalisation of its technology platform. The integration with PDX’s dispensary software is expected to be complete by the end of H1 and the business is scaling to deliver a US ready product. MedAdvisor will then work with PDX to co-market its platform to PDX’s +10,000 pharmacy customers in the US. MedAdvisor will continue its evaluation of the optimal market entry strategy into the UK and will continue to progress discussions with potential partners. With the globalisation of the platform, MedAdvisor can adjust focus towards clients in either market. Domestically, MedAdvisor has executed agreement with HPS, subsidiary of EBOS and provider of pharmacy services to hospitals. The agreement is to implement a patient admission and discharge process that leverages MedAdvisor’s technology to improve the standard of patient care at the point of transition from hospital to community care. MedAdvisor is already working closely with its partner Zest to develop a program that would use MedAdvisor’s technology to connect the parties and manage and record the medical history and previous prescriptions. MedAdvisor’s technology has a key role to play in enhancing the connectivity within the healthcare system and helping to put control back into the patient’s hands. MedAdvisor expanded its partnerships with not-for-profit and disease state groups and now has partnerships with Glaucoma Australia, Diabetes Australia, Asthma Australia, Osteoporosis Australia, the Stroke Foundation, Parkinson’s Australia, Epilepsy Action Australia, National Asthma Council Australia, Epilepsy Queensland, Epilepsy Foundation, Bowel Cancer Australia and PainAustralia. These partnerships are an important validation of the role that MedAdvisor plays in helping manage chronic disease. These bodies represent approximately 6.5m patients living with health conditions. Financial position The Group has $10,474,777 in cash as of 30 June 2018 following a net cash increase of $5,640,117 for the year. The net assets of the Group at 30 June 2018 were $15,168,462, an increase in net assets of $5,814,169 from 30 June 2017. Proceedings No person has applied for leave of Court to bring proceedings on behalf of the Group or intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or any part of those proceedings. The Group was not a party to any such proceedings in the period. Matters subsequent to the end of the financial year There have been no matters or circumstances which have arisen since the end of the financial period that significantly affected, or may significantly affect the operations of the Entity, the results of those operations or the state of affairs of the Entity, in future years. Auditor’s independence declaration In accordance with section 307C of the Corporations Act 2001 the auditor’s independence declaration for the year ended 30 June 2018 has been received and can be found on page 25 of the Annual Report and forms part of this report. Page | 15 Unissued ordinary shares under option Grant date Expiry date Exercise price # of Options 25-Sep-15 10-Dec-15 15-Apr-16 26-Oct-16 15-Dec-16 15-Dec-16 15-Dec-16 27-Oct-17 19-Dec-17 12-Apr-18 11-Nov-18 17-Dec-18 15-Apr-31 26-Oct-19 12-Sep-19 12-Sep-19 14-Dec-31 27-Oct-32 19-Dec-32 12-Apr-33 $0.03 $0.03 $0.00 $0.08 $0.04 $0.08 $0.00 $0.00 $0.00 $0.00 10,000,000 24,000,000 6,899,999 5,000,000 5,000,000 10,000,000 12,383,333 11,760,000 310,000 880,000 Class Unlisted Unlisted Unlisted Unlisted Unlisted Unlisted Unlisted Unlisted Unlisted Unlisted Remuneration report - audited The Directors of MedAdvisor Limited (the Group) present the Remuneration Report for Non-Executive Directors, Executive Directors and other Key Management Personnel, prepared in accordance with the Corporations Act 2001 and the Corporations Regulations 2001 Remuneration Philosophy. The Remuneration Report is set out under the following main headings: Principles used to determine the nature and amount of remuneration a. b. Details of remuneration Service agreements c. d. Share-based remuneration; and e. Other information a. Principles used to determine the nature and amount of remuneration The principles of the Group’s executive strategy and supporting incentive programs and frameworks are: • • • to align rewards to business outcomes that deliver value to shareholders; to drive a high-performance culture by setting challenging objectives and rewarding high performing individuals; and to ensure remuneration is competitive in the relevant employment market place to support the attraction, motivation and retention of executive talent. MedAdvisor Limited has structured a remuneration framework that is market competitive and complementary to the reward strategy of the Group. The remuneration structure that has been adopted by the Group consists of the following components: • • • fixed remuneration being annual salary; short term incentives, being bonuses; and long term incentives, being employee share schemes. The payment of bonuses, share options and other incentive payments are reviewed by the Board prior to approval by the Board annually as part of the review of executive remuneration. All bonuses, options and incentives must be linked to pre-determined performance criteria. Short Term Incentive (STI) and Long-Term Incentive (LTI) MedAdvisor performance measures involve the use of annual performance objectives, metrics, performance appraisals and continuing emphasis on living the Company values. The performance measures are set annually after Page | 16 consultation with the Directors and executives and are specifically tailored to the areas where each executive has a level of control. The measures target areas the Board believes hold the greatest potential for expansion and profit and cover financial and non-financial measures. The Key Performance Indicators (KPI’s) for the Executive Team are summarised as follows: Performance areas • • financial – revenues and operating results; and non-financial – strategic goals set for each business unit based on job descriptions The STI and LTI Program’s incorporate both cash and share-based components for the Executive Team and other employees. The Board may, at its discretion, award bonuses for exceptional performance in relation to each person’s pre-agreed KPIs. b. Details of remuneration 2018 Cash Salary & Fees $ Cash Bonus $ Super- annuation $ in 2018 Financial Year1 $ from prior years1 $ Total $ Value of Share Value of Share Based Awards Based Awards Executive Directors R Read J Swinnerton Non-Executive Directors P Bennetto J Xenos S Hook Other Key Management Personnel C Campiciano 280,711 209,332 81,000 45,000 45,000 221,074 882,117 - - - - - - - 20,049 19,887 7,695 4,275 4,275 19,224 75,405 - - - - - * 242,309 - 543,069 229,219 - - - 88,695 49,275 49,275 30,726 30,726 - 242,309 271,024 1,230,557 ∗ Mr Read’s performance linked Share Based Entitlements are in accordance with his Employment Agreement dated 30 June 2015 which were disclosed in the Company’s Prospectus dated 8 September 2015. These Share Based Entitlements are brought to account based on a probability of all the performance milestones under his Employment Agreement being achieved. During the financial year 8,500,000 Read Performance Rights had vested based on the milestones having been achieved. The value brought to account of the Vested Read Rights in the current financial year is $81,072 (2017 $73,472). 1 Share based entitlements have been measured at fair value on grant date determined in accordance with the Binomial or Black- Scholes option pricing model. Page | 17 The proportion of the cash bonus paid/payable or forfeited is as follows: Executive Directors R Read Cash bonus paid/payable Cash bonus forfeited 2018 2017 2018 2017 0% 100% 0% 0% The relative proportions of remuneration that are linked to performance and those that are fixed are as follows: ` Fixed Remuneration At Risk - STI At Risk - LTI 2018 2017 2018 2017 2018 2017 Executive Directors R Read J Swinnerton Non-Executive Directors P Bennetto J Xenos S Hook Other Key Management Personnel C Campiciano c. Service agreements 55% 100% 100% 100% 100% 41% 100% 100% 100% 45% 89% 99% 0% 0% 0% 0% 0% 0% 4% 0% 0% 0% 0% 0% 45% 0% 0% 0% 0% 11% 55% 0% 0% 0% 55% 1% Remuneration and other terms of employment for the Executive Directors and other Key Management Personnel are formalised in a Service Agreement. The major provisions of the agreements relating to remuneration are set out below: Name Directors R Read J Swinnerton Other Key Management Personnel Base salary Term of agreement Notice period $280,711 $209,333 Undefined Undefined 9 months 9 months C Campiciano $231,460 Undefined 6 months Note: Base salary noted above is exclusive of superannuation which under the applicable service agreements is capped in accordance with the maximum superannuation contribution base for superannuation guarantee purposes. The remuneration of non-executive Directors is set by the Board at a level that provides the Board with the ability to attract and retain directors of the highest calibre whilst incurring a cost that is acceptable to shareholders. At the Annual General Meeting held on 18 December 2015 shareholders approved aggregate remuneration of non- executive directors of $350,000 per annum. The amount each non-executive director is remunerated is set by the Board based on the recommendation from the People and Remuneration Committee. Individual remuneration is set having regard to the director’s experience and their role on the Board and Committees. Page | 18 d. Share-based remuneration MedAdvisor employee incentive option plan All options refer to options over ordinary shares of the Company, which are exercisable at no cost on a one-for-one basis under the terms of the Employee Share Option Plan that was approved by shareholders at the 2015 annual general meeting. Options granted to employees under the MedAdvisor Employee Incentive Option Plan will vest subject to the service period’s conditions under the plan. Unvested options will expire on the termination of the individual’s employment; vested options will expire on the expiry date, which is 15 years. Non-executive director incentives Read Rights All of the Read Rights refer to rights over ordinary shares of the Company, which are exercisable on a one-for-one basis at no cost under the terms of the Mr Read’s employment agreement. Rights issued to Mr Read under his employment agreement are exercisable subject to the meeting the following conditions: • • Continuous employment over a 5-year period for the date of his employment with MedAdvisor International Pty Ltd Achievement of predetermined revenue, activated patients and active medical practitioner targets within 3 years from the date of relisting of the Company on the Australian Securities Exchange. The following table provides a breakdown of Mr Read’s Rights: Page | 19 Note: These Rights are cumulative on attainment of each of the continuous service milestones or performance targets. At the end date of this report Mr Read became entitled to exercise his rights over 15,500,000 shares having met the required milestones in accordance with his employment agreement of which Mr Read exercised 7,000,000 in September 2017. Bonuses included in remuneration During the financial year Mr Read was paid his short-term incentive cash bonus of $30,000 which was accrued at the end of the previous financial year. There were no other bonuses paid and or payable in the current financial year. Other information Options held by directors and key management personnel The number of options and rights to acquire shares in the Company held during the 2018 reporting period by each of the directors and key management personnel of the Group; including their related parties are set out below. 2018 Balance at start of the reporting period Granted as remineration Vested and Vested and exerciseable at un-exerciseable at end of the end of the Exercised reporting period reporting period Executive Directors R Read1 Non-Executive Directors P Bennetto S Hook Other Key Management Personnel C Campiciano 1Read Rights 42,500,000 10,000,000 5,000,000 - - - 500,000 1,000,000 7,000,000 8,500,000 27,000,000 - - - - - 10,000,000 5,000,000 166,667 1,333,333 Shares held by directors and key management personnel Ordinary Shares The number of ordinary shares in the Company held during the 2018 reporting period by each of the directors and key management personnel of the Group; including their related parties are set out below. Page | 20 Balance at start of the Granted as 2018 reporting period remuneration Received or Exercised Other changes Held at end of the reporting period Executive Directors R Reada J Swinnertonb Non-Executive Directors P Bennetto S Hook J Xenosc Other Key Management Personnel C Campicianod 6,423,888 106,837,500 1,332,754 1,250,000 88,050,000 13,125,000 - - - - - - 7,000,000 68,225,102 - - 56,036,062 - - - - - 13,423,888 175,062,602 1,332,754 1,250,000 144,086,062 8,381,562 500,000 22,006,562 a 8,166,667 shares of Mr Read’s holding is subject to voluntary escrow until 1 December 2018. b 145,062,602 shares of Mr Swinnerton’s holding is subject to voluntary escrow until 1 December 2018. c 126,236,062 shares of Mr Xenos’ holding is subject to voluntary escrow until 1 December 2018. d 21,506,562 shares of Mr Campiciano’s holding is subject to voluntary escrow until 1 December 2018. 11,666,666 of the shares held by Mr Read and/or parties related to Mr Read are subject to escrow for a period of 24 months from the date of re-listing of the Company. 2 all of the shares held Messrs Swinnerton, Xenos and Campiciano and/or parties related to Messrs. Swinnerton, Xenos and Campiciano are subject to escrow for a period of 24 months from the date of re-listing of the Company. * Shares held by Messrs Swinnerton, Xenos and Campiciano and/or parties related to Messrs. Swinnerton, Xenos and Campiciano at the beginning of the previous reporting period were subject to a share split pursuant to the re-organisation of the capital of MedAdvisor International Pty Ltd preceding the completion of the reverse takeover of the listed entity. + Mr Xenos and/or parties related to Mr Xenos were issued bonus shares pursuant to the re-organisation of the capital of MedAdvisor International Pty Ltd preceding the completion of the reverse takeover of the listed entity during the previous reporting period. Founder Performance Shares The number of Founder Performance Shares in the Company held during the 2018 reporting period by each of the directors and key management personnel of the Group; including their related parties are set out below. Page | 21 2018 Balance at start of the reporting period Granted as remuneration Received or Exercised Other changes Held at end of the reporting period Executive Directors J Swinnerton Non-Executive Directors J Xenos Other Key Management Personnel C Campiciano 68,225,102 56,036,062 8,381,462 - - - - - - (68,225,102) (56,036,062) (8,381,462) - - - 2017 Balance at start of the reporting period Granted as remuneration Received or Exercised Other changes Held at end of the reporting period Executive Directors J Swinnerton Non-Executive Directors J Xenos Other Key Management Personnel C Campiciano - - - - - - - - - 68,225,102 68,225,102 56,036,062 56,036,062 8,381,462 8,381,462 Founder Performance Shares converted to ordinary shares upon satisfaction of both of the following milestones in October 2017: - - 50% of the Founder Performance Shares shall convert upon the “MedAdvisor Platform” being activated at 2,500 pharmacies within a period of 2 years from the issue of the Founder Performance Shares; and 50% of the Founder Performance Shares shall convert upon the Company receiving annualised revenue from the MedAdvisor business (calculated over two consecutive calendar quarters) of no less than $5,000,000, within a period of 3 years from the issue of the Founder Performance Shares. Other transactions with directors and key management personnel: - - During 2018 the Group used the services of NostraData Pty Ltd of which Mr Jim Xenos is a director and has significant influence. The amounts billed relate to the provision of Data Services by NostraData Pty Ltd and amounted to $120,345 (2017 $70,305). Swintech Property Consulting Services End of audited Remuneration Report Page | 22 Additional information The earnings of the group since the incorporation of MedAdvisor International Pty Ltd are summarized below: Revenue from services 6,604,762 4,242,746 1,425,781 1,145,712 2018 $ 2017 $ 2016 $ 2015 $ Revenue from Actavis license fee (non recurring) - 789,829 7,394,590 5,783,128 (4,256,876) (4,453,869) (4,454,211) - 659,341 4,902,087 3,508,881 (3,288,317) (3,428,643) (3,429,927) - 336,704 1,762,485 1,043,258 (3,032,376) (3,066,196) (3,071,062) 2014 $ 606 1,000,000 88,667 500,000 258,744 1,904,456 1,089,273 511,677 (536,311) (546,123) (546,123) 979,757 (826,453) (835,453) (835,453) $ 0.0490 $ 0.0320 $ 0.0380 n/a n/a Other revenue Total revenue Total margin EBITDA EBIT Profit after income tax Share Price Environmental issues In the previous financial year the two mining tenements that the Company held had been surrendered and full refunds of the associated Exploration Bonds had been received. The Company undertook remediation works to the satisfaction of the land owners. The Company’s operations are no longer subject to significant environmental and other regulations. Indemnities given to, and insurance premiums paid for officers The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith. During the financial year, the company paid a premium in respect of a contract to insure the directors and executives of the company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. Indemnities and insurance premiums of auditor The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the company or any related entity against a liability incurred by the auditor. During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity. Non-audit services During the year, RSM Australia Partners, the Company’s auditors, performed certain other services in addition to their statutory audit duties. The Board has considered the non-audit services provided during the year by the auditor and the Board is satisfied that the provision of those non-audit services during the year is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons: • • all non-audit services were reviewed and approved to ensure that they do not impact upon the integrity and objectivity of the auditor the non-audit services do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as an advocate for the Company or jointly sharing risks and rewards Page | 23 Details of the amounts paid to the auditors of the Company, RSM Australia Partners, and its related practices for audit and non-audit services provided during the year are set out in Note 11 to the financial statements. Proceedings on behalf of the Company 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. Auditor’s independence declaration A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report. Auditor RSM Australia Partners continues in office in accordance with section 327 of the Corporations Act 2001. This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001. On behalf of the directors, Peter Bennetto Chairman 30 August 2018 Sydney, NSW. Page | 24 RSM Australia Partners Level 21, 55 Collins Street Melbourne VIC 3000 PO Box 248 Collins Street West VIC 8007 T +61 (0) 3 9286 8000 F +61 (0) 3 9286 8199 www.rsm.com.au AUDITOR’S INDEPENDENCE DECLARATION As lead auditor for the audit of the financial report of MedAdvisor Limited for the year ended 30 June 2018, I declare that, to the best of my knowledge and belief, there have been no contraventions of: (i) (ii) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and any applicable code of professional conduct in relation to the audit. RSM AUSTRALIA PARTNERS P A RANSOM Partner Dated:30 August 2018 Melbourne, Victoria THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. RSM Australia Partners ABN 36 965 185 036 Liability limited by a scheme approved under Professional Standards Legislation Page | 25 Corporate governance statement Corporate governance The Board is committed to achieving and demonstrating the highest standards of corporate governance. As such, MedAdvisor Limited and its Controlled Entities (‘the Group’) have adopted the third edition of the Corporate Governance Principles and Recommendations which was released by the ASX Corporate Governance Council on 27 March 2014 and became effective for financial years beginning on or after 1 July 2014. The Group’s Corporate Governance Statement for the financial year ending 30 June 2018 is dated as at 30 June 2018 and date of last review and Board approval was on 23 August 2018. The Corporate Governance Statement is available on MedAdvisor’s website at: http://medadvisor.com.au/Investors/CorporateDirectory#governance-policies Page | 26 Consolidated financial report for the year ended 30 June 2018 Page | 27 MEDADVISOR LIMITED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR YEAR ENDED 30 JUNE 2018 Revenues from services Other revenue Total revenues Direct Expenses Development Costs Notes 8 a. 8 b. 9 a. Consolidated Jun-18 $ 6,604,762 789,829 7,394,590 Jun-17 $ 4,242,746 659,341 4,902,087 (821,634) (733,865) (893,037) (295,367) Employee benefits expense 9 b. (6,288,151) (4,302,321) Marketing expense (2,179,311) (1,398,425) Depreciation and amortisation expense Directors fees Other expenses Finance costs Profit / (loss) before income tax from continuing operations Income tax (expense) / income Profit / (loss) for the year Other comprehensive income Total comprehensive income (loss) 9 c. 9 b. (196,993) (140,327) (181,131) (193,826) (1,276,242) (1,194,821) 9 d. (12,304) (73,062) (4,454,211) (3,429,927) 10 - - (4,454,211) (3,429,927) - - (4,454,211) (3,429,927) Earning per share for loss from continuing operations of MedAdvisor Limited Basic loss per share Diluted loss per share 3 3 Cents (0.36) (0.36) Cents (0.40) (0.40) The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes. Page | 28 MEDADVISOR LIMITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2018 Assets Current assets Cash and cash equivalents Trade and other receivables Other assets Total current assets Non-current assets Property, plant & equipment Intangible Assets Total non-current assets Total assets Liabilities Current liabilities Trade and other payables Income in advance Employee benefits Total current liabilities Non-current liabilities Employee benefits Total non-current liabilities Total liabilities Net assets Equity Contributed equity Reserves Retained profits / (losses) Total equity Consolidated Jun-18 $ Jun-17 $ 10,474,777 4,834,660 890,879 303,912 429,636 182,644 11,669,567 5,446,940 369,876 5,340,258 5,710,134 189,517 5,463,139 5,652,656 17,379,701 11,099,597 1,247,513 1,016,210 389,440 440,954 285,065 394,444 2,077,907 1,695,719 133,332 133,332 49,586 49,586 2,211,239 1,745,305 15,168,462 9,354,292 25,979,898 16,184,549 1,732,305 1,259,273 (12,543,741) (8,089,530) 15,168,462 9,354,292 12 13 14 15 16 17 18 19 19 4 5 20 The above statement of financial position should be read in conjunction with the accompanying notes. Page | 29 MEDADVISOR LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR YEAR ENDED 30 JUNE 2018 2018 Contributed Share Options Retained Equity $ Reserve Earnings $ $ Total Equity $ Balance at 1 July 2017 16,184,549 1,259,273 (8,089,530) 9,354,292 Transactions with equity holders in their capacity as equity holders Ordinary shares issued Capital raising costs Share options issued Share options exercised Net profit / (loss) 9,548,375 (100,626) 347,600 820,632 (347,600) 9,548,375 (100,626) 820,632 - (4,454,211) (4,454,211) Balance at 30 June 2018 25,979,898 1,732,305 (12,543,741) 15,168,462 2017 Contributed Share Options Retained Equity $ Reserve Earnings $ $ Total Equity $ Balance at 1 July 2016 6,508,117 615,914 (4,659,603) 2,464,428 Transactions with equity holders in their capacity as equity holders Ordinary shares issued Capital raising costs Share options issued Share options exercised Net profit / (loss) 10,200,000 (537,068) 13,500 656,859 (13,500) 10,200,000 (537,068) 656,859 (3,429,927) (3,429,927) Balance at 30 June 2017 16,184,549 1,259,273 (8,089,530) 9,354,292 The above statement of changes in equity should be read in conjunction with the accompanying notes. Page | 30 MEDADVISOR LIMITED CONSOLIDATED STATEMENT OF CASHFLOWS FOR YEAR ENDED 30 JUNE 2018 Cash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Interest received Income tax paid Notes Consolidated Jun-18 $ Jun-17 $ 7,056,328 5,512,056 (10,479,634) (8,002,444) 155,387 - 89,665 (3,923) Net cash inflow (outflow) from operating activities 22 (3,267,919) (2,404,646) Cash flows from investing activities Secuity bonds - cash on deposit with banks Payments for property, plant and equipment Payments for intangibles Net cash outflow from investing activities Cash flows from financing activities Proceeds from new share issue Capital raising costs (net of GST) Payments to related parties Net cash (outflow) inflow from financing activities Net increase/(decrease) in cash held Cash and cash equivalents at the beginning Cash and cash equivalents at the end of the year (115,757) (405,580) - (521,337) - (36,139) (2,982,071) (3,018,210) 9,530,000 (100,626) - 8,000,000 (537,068) (94,405) 9,429,374 7,368,527 5,640,117 4,834,660 10,474,777 1,945,671 2,888,989 4,834,660 The above statement of cash flows should be read in conjunction with the accompanying notes. Page | 31 MEDADVISOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 30 JUNE 2018 Note 1: Statement of Significant Accounting Policies The financial statements cover the Company of MedAdvisor Limited. MedAdvisor Limited is a listed public company limited by shares, incorporated and domiciled in Australia. The financial statements were authorized for issue on the 30 August 2018 by the Directors of the Company. Basis of preparation The financial statements are general purpose financial statements that have been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The Company is a for-profit entity for financial reporting purposes under Australian Accounting Standards. Australian Accounting Standards set out accounting policies that the AASB has concluded would result in financial statements containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards as issued by the IASB. Material accounting policies adopted in the preparation of these financial statements are presented below and have been consistently applied unless otherwise stated. The financial statements have been prepared on an accruals basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. Accounting Policies (a) Principles of Consolidation The consolidated financial statements incorporate all of the assets, liabilities and results of the parent MedAdvisor Limited and all of the subsidiaries. Subsidiaries are entities the parent controls. The parent controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. A list of controlled entities is contained in Note 6 of the Financial Statements. The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. Intercompany transactions, balances and unrealised gains or losses on transactions between Group entities are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group. Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as “non-controlling interests”. The Group initially recognises non-controlling interests that are present ownership interests in subsidiaries and are entitled to a proportionate share of the subsidiary’s net assets on liquidation at either fair value or at the non-controlling interests’ proportionate share of the subsidiary’s net assets. Subsequent to initial recognition, non-controlling interests are attributed their share of profit or loss and each component of other comprehensive income. Non-controlling interests are shown separately within the equity section of the statement of financial position and statement of comprehensive income. (b) Operating segments Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation of resources to operating segments and assessing their performance. Page | 32 MEDADVISOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 30 JUNE 2018 (c) Revenue recognition Revenue is recognised when it is probable that the economic benefit will flow to the consolidated entity and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable. License fees License fees are charged for the use of the MedAdvisor platform and the revenue recognized at the point at which the customer has agreed to the terms and conditions of use of the platform and installs the interface on their computer equipment and is able to benefit from and be rewarded for the use of the platform. Rendering of services Rendering of services revenue from computer maintenance fees is recognised by reference to the stage of completion of the contracts. Stage of completion is measured by reference to labour hours incurred to date as a percentage of total estimated labour hours for each contract. Where the contract outcome cannot be reliably estimated, revenue is only recognised to the extent of the recoverable costs incurred to date. Interest Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. Other revenue Other revenue is recognised when it is received or when the right to receive payment is established. (d) Income tax The income tax expense (revenue) for the period comprises current income tax expense (income) and deferred tax expense (income). 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 the end of the reporting period. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority. Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well unused tax losses. Current and deferred income tax expense (income) is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity. 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 end of the reporting period. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. Page | 33 MEDADVISOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 30 JUNE 2018 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. Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future. 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 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. (e) Current and non-current classification Assets and liabilities are presented in the statement of financial position based on current and non-current classification. An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realized within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current. A liability is classified as current when: it is either expected to be settled in the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current. Deferred tax assets and liabilities are always classified as non-current. (f) Cash and cash equivalents Cash and cash equivalents includes cash on hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less. (g) Trade and other receivables Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any provision for impairment. Trade receivables are generally due for settlement within 30 days. Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectable are written off by reducing the carrying amount directly. A provision for impairment of trade receivables is raised when there is objective evidence that the consolidated entity will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation and default or delinquency in payments (more than 60 days overdue) are considered indicators that the trade receivable may be impaired. The amount of the impairment allowance is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial. Other receivables are recognised at amortised cost, less any provision for impairment. Page | 34 MEDADVISOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 30 JUNE 2018 (h) Work in progress Work in progress on services contract’s in progress comprises the cost of labour directly related to the performance of the contract plus any other direct costs incurred in delivering the contract services. (i) Plant and equipment Plant and equipment are measured on the cost basis and therefore carried at cost less accumulated depreciation and any accumulated impairment. In the event the carrying amount of plant and equipment is greater than the estimated recoverable amount, the carrying amount is written down immediately to the estimated recoverable amount and impairment losses are recognised either in profit or loss or as a revaluation decrease if the impairment losses relate to a revalued asset. A formal assessment of recoverable amount is made when impairment indicators are present (refer to Note 1 (l) for details of impairment). The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance are recognised as expenses in profit or loss during the financial period in which they are incurred. Depreciation The depreciable amount of all fixed assets including buildings and capitalised lease assets, but excluding freehold land, is depreciated over the asset’s useful life to the Company commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements. The depreciation rates and method of deprecation is as follows: • Office equipment – diminishing value at 30% p.a. • Office furniture – straight line at 20% p.a. • Leasehold improvements – straight line over the unexpired period of the lease (j) Leases The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset. A distinction is made between finance leases, which effectively transfer from the lessor to the lessee substantially all the risks and benefits incidental to the ownership of leased assets, and operating leases, under which the lessor effectively retains substantially all such risks and benefits. Finance leases are capitalised. A lease asset and liability are established at the fair value of the leased assets, or if lower, the present value of minimum lease payments. Lease payments are allocated between the principal component of the lease liability and the finance costs, so as to achieve a constant rate of interest on the remaining balance of the liability. Leased assets acquired under a finance lease are depreciated over the asset's useful life or over the shorter of the asset's useful life and the lease term if there is no reasonable certainty that the consolidated entity will obtain ownership at the end of the lease term. Page | 35 MEDADVISOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 30 JUNE 2018 Operating lease payments, net of any incentives received from the lessor, are charged to profit or loss on a straight- line basis. (k) Intangible assets Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less amortization and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortization method or period. Goodwill Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed. Patents and trademarks Significant costs associated with patents and trademarks are deferred and amortised on a straight-line basis over the period of their expected benefit, being their finite life of 10 years. (l) Impairment of assets At the end of each reporting period, the Company assesses whether there is any indication that an asset may be impaired. The assessment will include the consideration of external and internal sources of information including dividends received from subsidiaries, associates or jointly controlled entities deemed to be out of pre-acquisition profits. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, to the asset’s carrying amount. Any excess of the asset’s carrying amount over its recoverable amount is recognised immediately in profit or loss, unless the asset is carried at a revalued amount in accordance with another Standard (e.g. in accordance with the revaluation model in AASB 116: Property, Plant and Equipment). Any impairment loss of a revalued asset is treated as a revaluation decrease in accordance with that other Standard. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Impairment testing is performed annually for goodwill, intangible assets with indefinite lives and intangible assets not yet available for use. (m) Trade and other payables These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition. (n) Provisions Provisions are recognised when the consolidated entity has a present (legal or constructive) obligation as a result of a past event, it is probable the consolidated entity will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the Page | 36 MEDADVISOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 30 JUNE 2018 consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a finance cost. (o) Employee benefits Short-term employee benefits Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled. Other long-term employee benefits The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Share-based payments Equity-settled and cash-settled share-based compensation benefits are provided to employees. Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price. The cost of equity-settled transactions is measured at fair value on grant date. Fair value is independently determined using either the Binomial or 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 consolidated entity 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 is 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. The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows: • • during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the expired portion of the vesting period. from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date. All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the liability. Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market Page | 37 MEDADVISOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 30 JUNE 2018 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 consolidated entity or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the consolidated entity 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 cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification. (p) 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 are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. (q) Issued capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. (r) Business combinations The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired. The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value or at the proportionate share of the acquiree's identifiable net assets. All acquisition costs are expensed as incurred to profit or loss. On the acquisition of a business, the consolidated entity assesses the financial assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the consolidated entity's operating or accounting policies and other pertinent conditions in existence at the acquisition- date. Where the business combination is achieved in stages, the consolidated entity remeasures its previously held equity interest in the acquiree at the acquisition-date fair value and the difference between the fair value and the previous carrying amount is recognised in profit or loss. Page | 38 MEDADVISOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 30 JUNE 2018 Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent changes in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling interest in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and measurement of the net assets acquired, the non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer's previously held equity interest in the acquirer. Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new information obtained about the facts and circumstances that existed at the acquisition-date. The measurement period ends on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information possible to determine fair value. (s) Earnings per share Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to the owners of MedAdvisor Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year. Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. (t) Financial instruments Recognition Financial instruments are initially measured at cost on trade date, which includes transaction costs, when the related contractual rights or obligations exist. Subsequent to initial recognition these instruments are measured as set out below. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are stated at amortised cost using the effective interest rate method. Financial liabilities Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortization. Page | 39 MEDADVISOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 30 JUNE 2018 (u) Goods and services tax (GST) Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority. (v) New standards and interpretations issued but not yet effective At the date of this financial report the following standards and interpretations, which may impact the entity in the period of initial application, have been issued but are not yet effective. Other than changes to disclosure formats, it is not expected that the initial application of these new standards in the future will have any material impact on the financial report, except AASB 16 Leases. This standard requires operating leases which are currently held off balance sheet to be brought onto the balance sheet. Future expected lease payments should be capitalized and brought onto the balance sheet as an asset (right of use) and also reflect an lease liability. The asset is amortised whilst the lease is reduced as payments are made, adjusted for any lease incentives applicable and interest costs of winding the lease liability to present value. The expected value of such assets and liabilities at 30 June 2018 is $3,162,351 (30 June 2017 $733,120) and the group has not brought such assets or liabilities to account. Reference Title Summary AASB 15 Revenue from Contracts with Customers It contains a single model for contracts with customers based on a five-step analysis of transactions for revenue two approach, a single time or over time, for revenue recognition. recognition, and The adoption of AASB 15 will not have a material impact on the financial statements. Application date (financial years beginning) 1 January 2018 Page | 40 MEDADVISOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 30 JUNE 2018 Reference Title Summary AASB 9 Financial Instruments AASB 16 Leases This Standard supersedes both AASB 9 (December 2010) and AASB 9 (December 2009) when applied. It introduces a “fair value through other comprehensive income” category for contains debt requirements impairment of financial assets, etc. instruments, for The adoption of AASB 9 will not have a material impact on the financial statements. AASB 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases. Application (financial beginning) date years 1 January 2018 1 January 2019 and leases This standard removes the current distinction between operating and financing requires recognition of an asset (the right to use the leased item) and a financial liability to pay rentals for almost all lease contracts, effectively resulting in the recognition of almost all leases on financial statement of the position. The accounting by lessors, however, will not significantly change. The adoption of AASB 16 will have an estimated impact on the financial statements as set out in note 1(v) above. (w) Comparative figures Where required by Accounting standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. Note 2: Critical accounting judgements, estimates and assumptions The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations Page | 41 MEDADVISOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 30 JUNE 2018 of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below. Goodwill and other indefinite life intangible assets The consolidated entity tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill and other indefinite life intangible assets have suffered any impairment, in accordance with the accounting policy stated in note 1. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of assumptions, including estimated discount rates based on the current cost of capital and growth rates of the estimated future cash flows. The recoverable amount of the consolidated entity's goodwill has been determined by a value-in-use calculation using a discounted cash flow model, based on a 3 year projection period approved by management and extrapolated for a further 2 years using a steady rate, together with a terminal value. Key assumptions are those to which the recoverable amount of an asset or cash-generating units is most sensitive. The following key assumptions were used in the discounted cash flow model for the business: (a) 19.78% (2017: 19.78%) pre-tax discount rate; (b) 5.0% (2017: 5.0%) per annum projected revenue growth rate; (c) 5.0% (2017: 5.0%) per annum increase in operating costs and overheads. The discount rate of 19.78% pre-tax reflects management’s estimate of the time value of money and the consolidated entity’s weighted average cost of capital, the risk-free rate and the volatility of the share price relative to market movements. Management believes the projected revenue and cost growth rate of 5% in the fourth and fifth years is prudent and justified based on current and expected growth in the business. Based on the above an impairment charge has not been applied as the carrying amount of goodwill does not exceed its recoverable amount for the business. Sensitivity The directors have made judgements and estimates in respect of impairment testing of goodwill. Should these judgements and estimates not occur the resulting goodwill carrying amount may decrease. The sensitivities are as follows: (a) Revenue would need to decrease by more than 17.7% for the business before goodwill would need to be impaired, with all other assumptions remaining constant. (b) The discount rate would be required to increase by 44.3% for the business before goodwill would need to be impaired, with all other assumptions remaining constant. Management believes that other reasonable changes in the key assumptions on which the recoverable amount of the goodwill is based would not cause the cash-generating unit’s carrying amount to exceed its recoverable amount. If there are any negative changes in the key assumptions on which the recoverable amount of goodwill is based, this would result in a further impairment charge for the goodwill. Share-based payment transactions The consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair Page | 42 MEDADVISOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 30 JUNE 2018 value of the equity instruments at the date at which they are granted. The fair value is determined by using either the Binomial or Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity. Impairment of non-financial assets other than goodwill and other indefinite life intangible assets The consolidated entity assesses impairment of non-financial assets other than goodwill and other indefinite life intangible assets at each reporting date by evaluating conditions specific to the consolidated entity and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value less costs of disposal or value-in-use calculations, which incorporate a number of key estimates and assumptions. Recovery of deferred tax assets Deferred tax assets are recognised for deductible temporary differences only if the consolidated entity considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Note 3: Earnings per share Both the basic and diluted loss per share have been calculated using the loss attributable to shareholders of MedAdvisor Limited as the numerator, i.e. no adjustments to profits were necessary during the year ended 30 June 2018. Earning per share for loss from continuing operations of MedAdvisor Limited Loss for the year Basic loss per share Diluted loss per share Weighted average number of ordinary shares Weighted average number of ordinary shares used in calculating basic earnings per share Adjustment for calculation of diluted earnings per share Options over ordinary shares Performance rights vested but not exercised Performance rights not vested Consolidated Jun-18 $ Jun-17 $ (4,454,211) (3,429,927) Cents (0.36) (0.36) Cents (0.40) (0.40) 1,224,549,739 861,554,707 85,996,804 62,543,080 6,003,950 3,076,600 27,000,000 35,500,000 1,343,550,493 962,674,387 Page | 43 MEDADVISOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 30 JUNE 2018 Note 4: Issued Capital a. Fully paid ordinary shares Ordinary shares fully paid Movements in ordinary share capital Balance New Share Issue Consideration shares for Health Enterprises 2 Acquisition EIP Options Exercised Share issue transaction costs, net of tax Balance EIP Options Exercised Read Rights Exercised New Share Issue (as Consideration) Founder Performance Shares Issued New Share Issue(EBOS) EIP Options Exercised EIP Options Exercised EIP Options Exercised Peloton Options Exercised Share issue transaction costs, net of tax for the year b. Performance shares Jun-18 Shares 1,317,927,982 Jun-17 Shares 945,381,426 Jun-18 $ 25,979,898 Jun-17 $ 16,184,549 Date # of shares Issue price $ 30-Jun-16 26-Oct-16 26-Oct-16 24-May-17 26-Oct-16 30-Jun-17 05-Sep-17 05-Sep-17 05-Sep-17 05-Sep-17 24-Oct-17 12-Apr-18 12-Apr-18 12-Apr-18 12-Apr-18 686,986,688 200,000,000 $ 0.040 57,894,738 $ 0.038 500,000 $ 0.027 945,381,426 66,666 $ 0.027 7,000,000 $ 0.030 612,500 $ 0.030 195,000,000 165,217,390 $ 0.058 2,500,000 $ 0.040 900,000 $ 0.027 250,000 $ 0.046 1,000,000 $ 0.030 30-Jun-18 1,317,927,982 6,508,117 8,000,000 2,200,000 13,500 (537,068) 16,184,549 1,800 210,000 18,375 - 9,500,000 100,000 24,300 11,500 30,000 (100,626) 25,979,898 Balance Balance Conversion of founder performance shares to ordinary shares1 Conversion of Peloton Capital Pty Ltd performance shares to ordinary shares2 Balance Date 01-Jul-16 30-Jun-17 05-Sep-17 05-Sep-17 30-Jun-18 Issued # 250,000,000 250,000,000 (170,000,000) (25,000,000) 55,000,000 1 Founder performance shares converted to ordinary shares upon in October 2017 upon the satisfaction of both of the following milestones: 50% of the founder performance shares shall convert upon the “MedAdvisor Platform” being activated at 2,500 pharmacies within a period of 2 years from the issue of the founder performance shares; and 50% of the founder performance shares shall convert upon the Company receiving annualised revenue from the MedAdvisor business (calculated over two consecutive calendar quarters) of no less than $5,000,000, within a period of 3 years from the issue of the founder performance shares. Page | 44 MEDADVISOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 30 JUNE 2018 Note 4: Issued Capital - continued At the date of this report both the pharmacy and revenue milestones have been achieved and all founder performance shares are eligible to be converted to ordinary shares. 2 Peloton Capital Pty Ltd performance converted to ordinary shares upon in October 2017 upon the satisfaction of both of the following milestones: 50% of the Peloton performance shares shall convert upon the “MedAdvisor Platform” being activated at 2,500 pharmacies within a period of 2 years from the issue of the Peloton performance shares; and 50% of the Peloton performance shares shall convert upon the Company receiving annualised revenue from the MedAdvisor business (calculated over two consecutive calendar quarters) of no less than $5,000,000, within a period of 3 years from the issue of the Peloton performance shares. At the date of this report both the pharmacy and revenue milestones have been achieved and all Peloton performance shares are eligible to be converted to ordinary shares. 3Macmillan Gold Pty Ltd performance shares will convert to ordinary shares upon satisfaction of any one of the following milestones: 5,000,000 MMG performance shares shall convert upon the achievement of the following milestones: (i) MMG will assist MedAdvisor in the development of the MedAdvisor Home Medication Review platform by facilitating an advisory panel of no less than eight experienced and reputable medical practitioners, and (ii) Following development and testing of the MedAdvisor Home Medication Review platform, MMG will facilitate a Pilot Study of no less than forty experienced and reputable medical practitioners to test the commercial and technical feasibility of viability MedAdvisor Home Medication Review platform, and (iii) MMG will assist Peloton Capital Pty Ltd to raise between $750,000 and $1,000,000 from third parties through a subscription for Convertible Notes in MedAdvisor International Pty Ltd prior to the commencement of the Pilot Study. 50,000,000 MMG performance shares shall convert upon the achievement of the following gross revenue generated by MedAdvisor from the commercialization of the MedAdvisor Home Medication Review platform: Revenue target Shares to be issued Aggregate shares issued $ 1,000,000 10,000,000 10,000,000 $ 2,000,000 10,000,000 20,000,000 $ 4,000,000 12,500,000 32,500,000 $ 7,000,000 17,500,000 50,000,000 At the date of this report no MMG performance shares were eligible to be converted or had been converted to ordinary shares. Page | 45 MEDADVISOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 30 JUNE 2018 Note 4: Issued Capital - continued c. Read rights Balance Employment rights Performance rights Balance Employment rights Performance rights Employment rights Balance Issued # 42,500,000 - - 42,500,000 - - - Vested # 1,000,000 1,000,000 5,000,000 7,000,000 5,000,000 2,500,000 1,000,000 42,500,000 15,500,000 Balance # 41,500,000 40,500,000 35,500,000 35,500,000 30,500,000 28,000,000 27,000,000 27,000,000 01-Jul-16 03-Jan-17 06-Mar-17 30-Jun-17 30-Aug-17 10-Apr-18 30-Jun-18 30-Jun-18 The Read Rights will vest on the achievement of the following milestones: Operative Date 31-Dec-15 31-Dec-16 30-Jun-18 30-Jun-19 30-Jun-20 # of Rights 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 5,000,000 Latest Date # of Rights Continuous Service: 6 months service 18 months service 36 months service 48 months service 60 months service Total employment related rights Performance Targets: Revenue Targets - $5,000,000 $6,500,000 $8,000,000 Activated Patients Targets - 500,000 750,000 1,000,000 30-Nov-18 30-Nov-18 30-Nov-18 30-Nov-18 30-Nov-18 30-Nov-18 Active Medical Practitioner Targets - 2,500 3,750 5,000 30-Nov-18 30-Nov-18 30-Nov-18 Total performance related rights 5,000,000 5,000,000 2,500,000 12,500,000 5,000,000 5,000,000 2,500,000 12,500,000 5,000,000 5,000,000 2,500,000 12,500,000 37,500,000 Page | 46 MEDADVISOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 30 JUNE 2018 Note 4: Issued Capital - continued At the date of this report a total of 3,000,000 employment related rights had vested of which Mr. Read has exercised 2,000,000 of the vested options. The Read performance rights are cumulative upon achievement of each of the performance milestones. At the date of this report a total of 12,500,000 performance related rights had vested of which Mr. Read has exercised 5,000,000 of the vested options. d. Options over unissued shares Balance Hook options3 Employee incentive options Chamberlain options4 Read rights vested2 Employee incentive options exercised Read rights vested2 Employee incentive options expired Balance Employee incentive options Employee incentive options Employee incentive options Read rights vested2 Read rights vested2 Employee incentive options exercised Employee incentive options exercised Read rights vested2 Peloton options exercised1 Read rights vested2 Employee incentive options expired Balance Date 01-Jul-16 26-Oct-16 15-Dec-16 15-Dec-16 03-Jan-17 24-May-17 06-Mar-17 30-Jun-17 30-Jun-17 27-Oct-17 19-Dec-17 12-Apr-18 30-Aug-17 10-Apr-18 05-Sep-17 12-Apr-18 05-Sep-17 12-Apr-18 30-Jun-18 30-Jun-18 30-Jun-18 Issued # 45,050,000 5,000,000 15,510,000 15,000,000 1,000,000 (500,000) 5,000,000 (856,667) 85,203,333 12,550,000 310,000 1,130,000 5,000,000 2,500,000 (66,666) (3,650,000) (7,000,000) (1,000,000) 1,000,000 (1,243,335) 94,733,332 1 Peloton unlisted options are exercisable at $0.03 and expire 17 December 2018 2 Read unquoted employment rights are exercisable at no cost and have vested and are exercisable immediately 3 Hook unlisted options are exercisable at $0.08 and expire 26 October 2019 4 Chamberlain unlisted options expire 12 September 2019; 5,000,000 are exercisable at $0.04 and 10,000,000 are exercisable at $0.08. Employee Incentive Options Employee incentive plan options are unquoted and will vest in accordance with the rules of the plan. Cancellation of unvested employee incentive options occurs on termination of employment. Page | 47 MEDADVISOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 30 JUNE 2018 Note 4: Issued Capital - continued Issue Date 14-Apr-16 15-Dec-16 23-Oct-17 14-Nov-17 12-Apr-18 Expiry Date 14-Apr-31 14-Dec-31 23-Oct-32 14-Nov-32 12-Apr-33 e. Capital management Vested Not Issued # 9,050,000 15,510,000 12,550,000 310,000 1,130,000 38,550,000 Cancelled Exercised Balance Exercised Unvested # 683,335 626,667 790,000 - 250,000 2,350,002 # # 1,466,666 6,899,999 2,500,000 12,383,333 4,166,666 9,176,664 - - - 11,760,000 310,000 880,000 - - - 2,733,333 3,206,669 11,760,000 310,000 880,000 3,966,666 32,233,332 13,343,330 18,890,002 Management’s objective is to maintain optimal returns to shareholders and benefits for other stakeholders. Management also aims to maintain a capital structure that ensures the lowest cost of capital available to the entity. Management adjusts the capital structure to the extent possible to take advantage of favourable costs of capital or high returns on assets. As the market is constantly changing, management may change the amount of dividends to be paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Company is not subject to any externally imposed capital requirements, nor does it focus on obtaining debt as a key capital management tool. Note 5: Reserves Share options reserve Balance Value of Hook options Value of Chamberlain rights Value of Employee Incentive options Value of Read rights Value of Employee Incentive options exercised Balance Value of Chamberlain rights Value of Employee Incentive options Value of Read rights Value of Read rights exercised Value of Employee Incentive options exercised Balance 01-07-16 26-10-16 30-06-17 30-06-17 30-06-17 24-05-17 30-07-17 30-06-18 30-06-18 30-06-18 30-06-18 30-06-18 30-06-18 $ 615,914 60,000 65,756 146,086 385,017 (13,500) 1,259,273 304,758 273,565 242,309 (210,000) (137,600) 1,732,305 Page | 48 MEDADVISOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 30 JUNE 2018 Note 6: Controlled entity Name of controlled entity: Health Enterprises 2 Pty Ltd Date on which controlled gained 31 October 2016 (ACN: 141 345 904) Additional information The comparative figures in this financial report include the activities of Health Enterprises 2 Pty Ltd since the date of the acquisition, 1 November 2016. Name of controlled entity: MedAdvisor Welam USA Inc. Date on which controlled gained 9 April 2018 Additional information The entity was formed to conduct operations in the United States of America. From the date of incorporation to the end of the financial year the entity did not enter into any financial transactions. Name of controlled entity: MedAdvisor Welam UK Ltd. Date on which controlled gained 5 April 2018 Additional information The entity was formed to conduct operations in the United Kingdom. From the date of incorporation to the end of the financial year the entity did not enter into any financial transactions. Note 7: Operating segments The Board has determined that the Company presently has two reporting segments. The first being the business activities of the MedAdvisor medication management and adherence platform (MedAdvisor Platform) and the second being the corporate function associated with being an ASX listed company. The Board monitors the Company based on actual versus budgeted revenue and expenditure incurred. This internal reporting framework is the most relevant to assist the Board with making decisions regarding the Company and its ongoing activities. Segment revenues Segment operating loss Segment assets Total assets Segment liabilities Total liabilities Net assets 2018 MedAdvisor Platform Corporate $ 7,394,590 $ Total $ - 7,394,590 (4,027,378) (426,833) (4,454,211) 17,325,119 17,325,119 54,582 54,582 17,379,700 17,379,701 2,173,954 37,285 2,211,239 15,151,166 17,296 15,168,462 Page | 49 MEDADVISOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 30 JUNE 2018 Note 7: Operating segments - continued Segment revenues Segment operating loss Segment assets Total assets Segment liabilities Total liabilities Net assets Note 8: Revenues a. From continuing operations Sale of services b. Other Revenue Interest received Sundry income - Government Grants Sundry income - R&D Tax Concession Total revenues Note 9: Expenses Profit (loss) before income tax from continuing operation includes the following specific expenses: a. Direct costs Direct transaction costs Direct costs of sms services Managed services costs for the MedAdvisor Platform 2017 MedAdvisor Platform Corporate $ 4,902,087 $ Total $ - 4,902,087 (2,892,705) (537,222) (3,429,927) 11,060,002 11,060,002 39,595 39,595 11,099,597 11,099,597 1,740,382 9,319,620 4,923 1,745,305 34,672 9,354,292 Consolidated Jun-18 $ Jun-17 $ 6,604,762 6,604,762 4,242,746 4,242,746 155,561 - 634,268 789,829 96,500 40,810 522,030 659,340 7,394,590 4,902,087 49,642 449,412 322,579 821,634 207,481 392,833 133,551 733,865 Page | 50 MEDADVISOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 30 JUNE 2018 Note 9: Expenses - continued b. Employee Benefits Expenses: Development Marketing Administration Share based employee remuneration Governance - Directors fees c. Depreciation & Amortization Depreciation Leasehold improvements Office equipment Office furniture Total depreciation Amortization Software Copyrights Total amortization d. Finance costs Interest and finance charges paid/payable Other bank charges Other listing costs Other listing costs (2018 $87,158) costs are now included as part of Other expenses in the Consolidated Statement of Profit or Loss and Other Comprehensive Income e. Rental expenses on operating leases Minimum lease payments f. Superannuation expense 2,768,719 1,947,069 751,732 820,632 6,288,151 181,131 6,469,282 1,514,368 1,491,339 639,755 656,859 4,302,321 193,826 4,496,147 7,013 21,762 12,445 41,220 146,775 9,000 155,775 196,995 342 11,962 - 12,304 23,411 9,952 6,284 39,647 91,681 9,000 100,681 140,327 1,283 5,549 66,230 73,062 245,061 169,128 Defined contribution superannuation expense 469,292 318,558 Page | 51 MEDADVISOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 30 JUNE 2018 Note 10: Income tax expense a. Tax expense/(income) comprises: Current tax Deferred tax - - - - - - b. The prima facie tax on profit / (loss) before income tax is reconciled to the income tax as follows: Profit / (loss) from continuing operations (4,454,211) (3,429,927) Prima facie tax payable on profit / (loss) from ordinary activities before income tax at 27.5% (2017: 28.5%) Less: Tax effect of: (1,224,908) (977,529) - deferred tax assets not brought to account Income tax expense / (benefit) attributable to entity 1,224,908 977,529 - - The applicable weighted average tax rates are as follows: 0% 0% The value of tax losses which have not been recognised in the statement of financial position 3,600,319 2,375,411 Note 11: Auditors remuneration During the year the following fees were paid or payable for services provided by the auditor. Audit and review of financial report Other Services 72,000 250 72,250 67,600 12,100 79,700 Page | 52 MEDADVISOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 30 JUNE 2018 Note 12: Cash and cash equivalents Cash on hand Cash at bank Note 13: Trade and other receivables Trade debtors Other debtors The consolidated entity has recognised a loss in the profit or loss in respect of impairment of receivables for the year ended 30 June 2018 of $65,037 (30 June 2017 $32,166) Past due but not impaired Customers with balances past due but without provision for impairment of receivables amount to $52,965 as at 30 June 2018 (Nil as at 30 June 2017). The consolidated entity did not consider a credit risk on the aggregate balances after reviewing the credit terms of customers based on recent collection practices. 303 303 10,474,473 4,834,358 10,474,777 4,834,660 890,879 - 890,879 422,473 7,163 429,636 The ageing of the past due but not impaired receivables are as follows: 0 to 3 months overdue 52,965 - Note 14: Other assets Security bonds - cash on deposit with banks Prepayments Work in progress 115,757 188,155 - 303,912 25,610 137,980 19,054 182,644 Page | 53 MEDADVISOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 30 JUNE 2018 Note 15: Property, plant and equipment Office equipment at cost Less: Accumulated depreciation Leasehold improvements at cost Less: Accumulated depreciation Office furniture at cost Less: Accumulated depreciation 139,778 (36,557) 103,220 199,081 (7,013) 192,068 97,981 (23,394) 74,587 59,143 (14,795) 44,348 155,140 (39,534) 115,606 40,513 (10,949) 29,564 Total property, plant and equipment 369,876 189,517 Reconciliation of written down values at the beginning and end of the current and previous financial year: Balance at 1 July 2016 Additions Depreciation Balance 30 June 2017 Additions Write-off on lease termination Depreciation Balance 30 June 2018 Office Leasehold Office Equipment Improvements Furniture $ 29,402 24,896 (9,952) 44,346 80,637 - (21,762) 103,221 $ 108,725 30,292 (23,411) 115,606 199,081 (115,606) (7,013) 192,068 $ 29,409 6,439 (6,283) 29,565 57,467 - (12,445) 74,587 Total $ 167,536 61,627 (39,646) 189,517 337,185 (115,606) (41,220) 369,876 Page | 54 MEDADVISOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 30 JUNE 2018 Note16: Intangible assets Intellectual property at cost Less: Accumulated amortization Software at cost Less: Accumulated amortization Goodwill at cost Total intangible assets 128,189 (45,000) 83,189 1,481,656 (238,455) 1,243,202 113,260 (36,000) 77,260 1,463,692 (91,681) 1,372,011 4,013,868 4,013,868 5,340,258 5,463,139 Reconciliation of written down values at the beginning and end of the current and previous financial year: Balance at 1 July 2016 Additions Depreciation Balance 30 June 2017 Additions Amortization Balance 30 June 2018 Copyright Trademarks Software Goodwill $ $ 63,000 - (9,000) 54,000 - (9,000) 45,000 9,140 14,120 - 23,260 14,917 - 38,177 $ - 1,463,692 (91,681) 1,372,011 17,975 (146,773) 1,243,213 $ - 4,013,868 - 4,013,868 - - 4,013,868 Total $ 72,140 5,491,679 (100,681) 5,463,139 32,892 (155,773) 5,340,258 Note 17: Trade and other payables Trade creditors Other creditors & accruals Note 18: Income in advance Gross pharmacy subscriptions in advance Patient engagement program (PEP) fees in advance Total income in advance 417,224 830,290 379,810 636,400 1,247,513 1,016,210 315,057 74,383 389,440 128,294 156,771 285,065 Page | 55 MEDADVISOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 30 JUNE 2018 Note 19: Employee benefits Current Provision for employee leave Non-Current Provision for employee leave Note 20: Accumulated losses Accumulated losses at the beginning of the year Net profit / (loss) Accumulated losses at the end of the year Note 21: Financial risk management The company’s financial instruments consist mainly of deposits with banks, trade receivable and trade payables. The totals for each category of financial instruments, measured in accordance with AASB 139 as detailed in the accounting policies to these financial statements, are as follows: Financial Assets Cash and equivalents Trade and other receivables Financial Liabilities Financial liabilities at amortised cost - Trade and other payables Financial Risk Management Policies 440,954 394,444 133,332 49,586 (8,089,529) (4,454,211) (12,543,741) (4,659,603) (3,429,927) (8,089,529) 10,474,777 890,879 11,365,655 4,834,660 429,636 5,264,297 1,247,513 1,247,513 1,016,210 1,016,210 The Directors' overall risk management strategy seeks to assist the company in meeting its financial targets, whilst minimising potential adverse effects on financial performance. Risk management policies are approved and reviewed by the Directors' on a regular basis. These include credit risk policies and future cash flow requirements. Specific Financial Risk Exposures and Management The main risks the Entity is exposed to through its financial instruments are interest rate risk, liquidity risk, credit risk and equity price risk. Page | 56 MEDADVISOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 30 JUNE 2018 Note 21: Financial risk management - continued Interest Rate Risk a. Exposure to interest risk arises on financial assets and financial liabilities recognised at reporting date whereby a future change in interest rates will affect future cash flows or the fair value of fixed rate financial instruments b. Liquidity Risk Liquidity risk arises from the possibility that the company might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The Entity manages this risk through the following mechanisms: Preparing forward looking cash flow analysis in relation to its operational, investing and financing activities. Financial liabilities due for payment Trade and other payables Financial assets - cash flows realisable Cash and equivalents Trade and other receivables Within 1 Year Within 1 Year 30-06-18 30-06-17 $ $ 1,247,513 1,247,513 1,016,210 1,016,210 10,474,777 890,879 11,365,655 4,834,660 429,636 5,264,297 Net (outflow)/inflow on financial instruments 10,118,142 4,248,086 Credit Risk c. Exposure to credit risk relating to financial assets arises from the potential non−performance by counter par(cid:415)es of contract obligations that could lead to a financial loss to the Entity. Credit risk is managed through the maintenance of procedures (such procedures include the utilisation of systems for the approval, granting and removal of credit limits, regular monitoring of exposures against such limits and monitoring of the financial stability of significant customers and counter parties), ensuring to the extent possible, that customers and counter parties to transactions are of sound credit worthiness. Such monitoring is used in assessing receivables for impairment. Credit terms are generally 30 days from the invoice date. Customers who do not meet the Entity's strict credit policies may only purchase in cash or only use recognised credit cards. Credit Risk Exposures The maximum exposure to credit risk by class of recognised financial assets at balance date is equivalent to the carrying value and classification of those financial assets (net of any provisions) as presented in the balance sheet. Trade and other receivables that are neither past due or impaired are considered to be of high credit quality. Aggregates of such amounts are as detailed in Note 13. F i l i i Page | 57 MEDADVISOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 30 JUNE 2018 Note 21: Financial risk management - continued Net Fair Values Fair value estimation Fair values derived may be based on information that is estimated or subject to judgment, where changes in assumptions may have a material impact on the amounts estimated. Areas of judgment and the assumptions have been detailed below. Where possible, valuation information used to calculate fair value is extracted from the market, with more reliable information available from markets that are actively traded. In this regard, fair values for listed securities are obtained from quoted market bid prices. Where securities are unlisted and no market quotes are available, fair value is obtained using discounted cash flow analysis and other valuation techniques commonly used by market participants. Differences between fair values and carrying amounts on financial instruments with fixed interest rates are due to the change in discount rates being applied by the market since their initial recognition by the company. Most of the instruments which are carried at amortised cost are to be held until maturity and therefore the net fair value figures calculated bear little relevance to the company. Financial Assets Cash and equivalents Trade and other receivables Financial Liabilities Financial liabilities at amortised cost - Trade and other payables Financial Assets Cash and equivalents Trade and other receivables Financial Liabilities Financial liabilities at amortised cost - Trade and other payables Jun-18 Net Carrying Value $ Net Fair Value $ 10,474,777 10,474,777 890,879 890,879 11,365,655 11,365,655 1,247,513 1,247,513 1,247,513 1,247,513 Jun-17 Net Carrying Value $ Net Fair Value $ 4,834,660 429,636 5,264,297 4,834,660 429,636 5,264,297 1,016,210 1,016,210 1,016,210 1,016,210 Page | 58 MEDADVISOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 30 JUNE 2018 Note 22: Reconciliation of profit/(loss) after tax to net cash flow from operations (a) Reconciliation of cash to the statement of cash flows: Cash assets - Note 12 10,474,777 4,834,660 (b) Reconciliation of profit from ordinary activities to net cash used in operating activities Profit after income tax Add: non cash items (4,454,211) - Depreciation and amortisation - Doubtful debts - Non cash share based payments - Non cash loss on termination of lease 196,993 65,037 820,632 115,607 (3,429,927) 140,327 32,166 656,859 - 1,198,268 829,352 Changes in assets and liabilities, net of the effects of purchase and disposal of subsidiaries - (Increase) decrease in receivables - (Increase) decrease in other assets - Increase (decrease) in payables / creditors (468,632) 19,054 437,603 (11,976) 181,979 (14,785) 28,736 195,930 Net cash flows used in operating activities (3,267,919) (2,404,646) Note 23: Acquisition of Health Enterprises 2 Pty Ltd On 28 October 2016 the Company completed the acquisition of Health Enterprises 2 Pty Ltd. The final consideration for the acquisition was as follows: Purchase price - cash free / debt free Working capital adjustment at settlement Net purchase price Purchase price allocation: Cash at bank Trade debtors Security deposits Software Goodwill $ 5,500,000 (454,405) 5,045,595 25,798 323,548 25,610 1,300,000 4,013,868 Page | 59 MEDADVISOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 30 JUNE 2018 Note 23: Acquisition of Health Enterprises 2 Pty Ltd - continued Trade creditors Other creditors & accruals Employee entitlements Composition of net purchase price Cash Shares Due diligence and legal fees relation to the acquisition Note 24: Contingencies $ (288,461) (207,914) (146,853) 5,045,596 2,845,595 2,200,000 5,045,595 111,269 There were no contingent liabilities or contingent assets at the date of this report to affect the financial statements. Note 25: Capital and leasing commitments On 21 July 2015 the Company entered into a non-cancellable operating lease for new offices. On the 26 April 2018 the Company assigned this operating lease to an unrelated third party. The assignment of the lease transferred all of the Company’s obligation under the operating lease to the third party while at the same time transferring the rights of ownership of the leasehold improvements made by the Company. The effect of this transaction was that the Company has brought to account a loss of $115,607 from the write-off of the leasehold improvements. On 28 December 2017 the Company entered into a non-cancellable operating lease for replacement offices commencing on 1 January 2018 for a term of 7 years. The lease has provided for an initial rent-free period of 12 months together with a cash contribution from the landlord of $68,900 to over make good costs from the previous tenant. Operating lease commitments - not later than one year - later than one year and not later than five years - later than 5 years 331,092 2,006,963 824,296 3,162,351 220,904 512,215 - 733,120 Page | 60 MEDADVISOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 30 JUNE 2018 Note 26: Events subsequent to the reporting date There have been no matters or circumstances which have arisen since the end of the financial period that significantly affected, or may significantly affect the operations of the Entity, the results of those operations or the state of affairs of the Entity, in future years. Note 27: Other related party transactions Other related parties include close family members of key management personnel and entities that are controlled or jointly controlled by those key management personnel individually or collectively with their close family members. Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other persons unless otherwise stated. NostraData Pty Ltd is an associated entity of the Company which has entered into the following related party transaction with the Company during the financial year. 2018 $ 2017 $ Total value of consulting , data and marketing services 120,345 70,305 Amounts due and payable to NostraData Pty Ltd at the end of the financial year included in trade and other payables 11,625 44,731 SwinTech Pty Ltd is an associated entity of the Company which has entered into the following related party transaction with the Company during the financial year. Total value of property consulting services Amounts due and payable to SwinTech at the end of the financial year included in trade and other payables 2018 $ 23,647 - 2017 $ - - Page | 61 MEDADVISOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 30 JUNE 2018 Note 28: Parent entity information Set out below is the supplementary information about the parent entity. Statement of profit or loss and other comprehensive income Loss after income tax Total comprehensive income Statement of financial position Total current assets Total assets Total current liabilities Total Liabilities Net assets Equity Issued capital Share options reserve Accumulated losses Total equity Contingent liabilities The parent entity had no contingent liabilities as at 30 June 2018 and 30 June 2017. Capital commitments – property plant & equipment The parent entity had no capital commitments for property plant & equipment as at 30 June 2018 and 30 June 2017. Significant accounting policies The accounting policies of the parent entity are consistent with those of the consolidated entity as disclosed in Note 1. Note 29: Key management personnel disclosures Compensation The aggregate compensation made to directors and other members of key management personnel of the consolidated entity is set out below: Short-term employee benefits Share based entitlements Total compensation 2018 $ 2017 $ (1,074,411) (1,074,411) (742,286) (742,286) 55,359 39,595 24,037,998 14,815,420 33,530 33,530 4,923 4,923 24,004,467 14,810,497 24,549,872 14,754,523 1,732,305 1,259,273 (2,277,710) (1,203,299) 24,004,467 14,810,497 957,522 273,035 965,334 448,075 1,230,557 1,413,409 Page | 62 MEDADVISOR LIMITED DIRECTORS’ DECLARATION The Directors of the Company declare that: 1. The consolidated financial statements and notes, as set out on pages 28 to 62, are in accordance with the Corporations Act 2001 and: (a) (b) comply with Accounting Standards which as stated in accounting policy Note 1 to the financial statements, constitutes explicit and unreserved compliance with International Financial Reporting Standards (IFRS); and give a true and fair view of the financial position as at 30 June 2018 and of the performance for the year ended on that date of the Company; 2. the Director’s have declared that: (a) (b) (c) the financial records of the Company for the financial year have been properly maintained in accordance with section 286 of the Corporations Act 2001; the financial statements and notes for the financial year comply with the Accounting Standards; and the financial statements and notes for the financial year give a true and fair view; and 3. in the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. This declaration is made in accordance with a resolution of the Board of Directors. Peter Bennetto Chairman 30 August 2018 Camberwell, VIC. Page | 63 RSM Australia Partners Level 21, 55 Collins Street Melbourne VIC 3000 PO Box 248 Collins Street West VIC 8007 T +61 (0) 3 9286 8000 F +61 (0) 3 9286 8199 www.rsm.com.au INDEPENDENT AUDITOR’S REPORT To the Members of MedAdvisor Limited Opinion We have audited the financial report of MedAdvisor Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2018, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, 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 2018 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 Group 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 confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. RSM Australia Partners ABN 36 965 185 036 Liability limited by a scheme approved under Professional Standards Legislation Page | 64 Key Audit Matters (Continued.) Key Audit Matter How our audit addressed this matter Recognition of Revenue Refer to Note 8 in the financial statements Revenue recognition was considered a key audit matter. MedAdvisor receives revenue from two core income streams, and the accounting for each of these differs. While subscription revenues are not complex and do not involve significant management judgements, the recognition of revenue generated from Patient Education Programs (“PEP”) involves management estimates around the timing of delivery of services. Impairment of Goodwill Refer to Note 16 in the financial statements The consolidated entity has goodwill of $4,013,868 relating to its acquisition of Healthnotes during the prior financial year. We identified this area as a key audit matter due to the size of the goodwill balance and because the directors’ assessment of the ‘value in use’ of the cash generating unit this Goodwill involves judgements about the future underlying cash flows of the business and the discount rate applied to them. (“CGU”) containing Management performed an impairment assessment over the balance of intangible assets by calculating the value in use for the individual CGU identified using a discounted cash flow model and comparing the resulting value in use of the CGU to its carrying value. Management also performed a sensitivity analysis over the value in use calculations by varying the assumptions used (growth rates, terminal growth rate and WACC) to assess the impact on the valuations. Our audit procedures in relation to the recognition of revenue included: • Assessing whether the Group’s revenue recognition policies were in compliance with Australian Accounting Standards; • Evaluating the operating effectiveness of management’s controls related to revenue recognition; • The inspection of sales contracts for a sample of PEP revenues recognised and a review of the allocation of revenue to various elements in the contracts; and • A review of sales transactions before and after year-end to ensure that revenue is recognised in the correct period. Our audit procedures in relation to management’s impairment assessment included: • Assessing management’s determination that the Goodwill should be allocated to a single CGU based on the nature of the Group’s business and the manner in which results are monitored and reported; • Assessing the overall valuation methodology used to determine the value in use; • Challenging the reasonableness of key flow the cash assumptions, projections, revenue growth rates, discount rates, and sensitivities used; and including • Checking the mathematical accuracy of the cash flow model, and reconciling input data to supporting evidence such as approved budgets, and considering the reasonableness of these budgets. Page | 65 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 2018 but does not include the financial report and the auditor's report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors for the Financial Report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with 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 have no realistic alternative but to do so. Auditor's Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar2.pdf. This description forms part of our auditor's report. Page | 66 Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in the directors' report for the year ended 30 June 2018. In our opinion, the Remuneration Report of MedAdvisor Limited, for the year ended 30 June 2018, 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. RSM AUSTRALIA PARTNERS P A RANSOM Partner Dated: 30 August 2018 Melbourne, Victoria Page | 67 MEDADVISOR LIMITED SHAREHOLDER INFORMATION 30 JUNE 2018 The shareholder information set out below was applicable as at 24 August 2018. Distribution of equitable securities Analysis of number of equitable security holders by size of holding: Equity security holders Twenty largest quoted security holders The names of the twenty largest security holders of quoted equity securities are listed below: Page | 68 The names of the twenty largest security holders of quoted equity securities are listed below: - continued Unquoted equity securities Options over ordinary shares issued Escrowed securities Restricted securities Page | 69 Substantial shareholders Substantial shareholders in the company are set out below: Page | 70 

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