Praemium Limited
Annual Report 2017

Plain-text annual report

Annual Report 2017 Praemium Limited ACN: 098 405 826 1 Praemium Annual Report 2017Contents OUR BUSINESS CHAIRMAN’S REPORT CEO’S REPORT THE INTEGRATED SUITE IMPORTANT MILESTONES Review of operations DIRECTORS’ REPORT The year ahead Key facts & figures Overview of 2017 financial position Praemium’s Board of Directors Disclosures relating to Directors & Senior Management Remuneration Report Praemium FY2017 Corporate Governance Statement Financial Report Consolidated Statement of Profit & Loss and Other Comprehensive Income Statement of Financial Position Statement of changes in equity Statement of Cash Flows Notes to the Financial Statements Directors’ Declaration Auditor’s Independence Declaration Independent Audit Report Additional disclosures required or recommended by the listing rules & Corporations Act CORPORATE INFORMATION NOTES 3 4 6 8 10 12 12 14 15 15 16 17 18 26 31 32 33 34 35 36 68 69 70 74 76 77 4 2 Praemium Annual Report 2017 4 OUR BUSINESS Praemium Limited is a leading provider of portfolio administration, investment platforms and financial planning tools to the wealth management industry. Our clients are predominantly firms that provide financial advice to investors, namely financial advisers, brokers, accountants, investment managers, banks and other financial providers such as superannuation administrators. Founded in 2001 and listed on the ASX in 2006, the business is operated in Australia from our head office in Melbourne and internationally with offices in London, Jersey, Hong Kong, Shenzhen, Coventry, Yerevan and Dubai. Praemium supports over 700 corporate firms, from small businesses up to large institutional clients. We manage or administer over 300,000 investor accounts covering over $100 billion in funds globally. Wealth professionals are continually seeking to improve productivity to address lower margins driven by regulatory change and consumer demand. Praemium helps with this journey by providing leading-edge technology to automate many routine, time-consuming activities coupled with innovative scalable investment solutions and industry-leading reporting. 3 Praemium Annual Report 2017CHAIRMAN’S REPORT Dear Praemium Shareholder, I am delighted to be reporting to you as your new Chairman, along with my new fellow Directors Stuart Robertson and Daniel Lipshut. I am also pleased that the new Board was able to re-appoint the Company’s high performing CEO Michael Ohanessian back into the role. I will not dwell on the circumstances that gave rise to Michael’s dismissal and subsequent re-appointment under the newly appointed Board, which I understand may be unprecedented in Australian corporate history. Suffice it to say that, despite the upheaval of the past year, financial performance has continued to show significant improvement and to validate the strategies previously put in place by Michael and his team, as highlighted in the following summary for the year ended 30 June 2017: Barry Lewin Chairman FINANCIAL RESULTS Revenue & other income Earnings before interest, tax and depreciation (underlying EBITDA) Cash balances Staff levels SMA FUM Australia International Total A$m Change on FY16 35.4 +17% 6.3 9.0 215 $b 3.9 2.2 6.1 +54% -14% +13% +29% +27% +28% The Company’s key financial metrics of funds under administration, revenue and EBITDA all improved this year. The reduction in the cash balance year on year was due to the acquisition of Wensley Mackay, the catch-up in Australian company tax, and from the campaign undertaken by the previous Board for May’s shareholder meeting. Board introduction The appointment of the new Board by shareholders during the year brings a fresh perspective to the Company. I am pleased with the mix of skills and experience, with Directors bringing broad-based experience across financial services, technology, corporate & executive leadership, strategy, business advisory and corporate governance. By way of introduction, Daniel Lipshut spent 5 years as a Director of listed services company BSA Limited, where he chaired the Governance Committee and served for 3 years as joint managing director. He is an experienced sales and marketing professional and sits on the advisory boards of a number of emerging high tech ventures. 4 Praemium Annual Report 2017“Praemium is a profitable, cashflow positive and growing business built on a sound platform.” Stuart Robertson is engaged by Ellerston Capital, where he is responsible for deal origination, structuring and execution primarily in the unlisted market. He gained broad experience in both Australia and the UK in the funds management and capital markets industry, holding senior roles at BT Funds Management, Zurich Australia and KBC Financial Products, including responsibility for the operation of their platform offerings. Stuart has several non-executive director appointments in the financial services sector. I myself have had significant experience as a financial and strategic advisor to public and private companies over many years. I am the founder of SLM Corporate, a mid-market corporate advisory firm, and I have also served as a Director of both public and private companies. From 1994 to 1999, I was General Counsel and Company Secretary of the international resources company North Limited. The Board is also seeking to strengthen its skills and to add further diversity. I look forward to updating shareholders on this in due course. Industry and Company growth opportunity The industry growth opportunity is very exciting. Australian and international platform markets continue to transform. Increasing regulation, firstly in Australia and the UK and now across Europe and offshore markets, is driving financial advisers to seek new revenue sources and evolve into wealth managers. Customer demands for transparency are resulting in more platforms offering professional investment management, beneficial ownership of assets and tax advantages. Global markets are seeing expanding retirement savings, with mandated superannuation and pension contributions likely to sustain long-term industry growth. New entrants, particularly in Australia with the emergence of independent financial adviser networks, are driving a considerable shift away from institutional platforms, with technology disrupting incumbent business models. These market forces are generating significant opportunities for Praemium, with the Company’s strategic focus to provide fully integrated and value-enhancing solutions to financial advice businesses. In particular, with Praemium’s SMA technology allowing businesses to drive substantial efficiencies at scale, the Company is well placed to accelerate its momentum as the financial services markets continue to evolve. Conclusion Your new Board is committed to an unrelenting focus on the following key objectives: „„ Continued growth in shareholder value; „„ Preserving the cost-conscious culture inherent in the business; „„ Retaining an absolute focus on executing the international growth strategies; and „„ Ensuring that Praemium retains its status as an industry leader through its market-leading products and outstanding people. Praemium is a profitable, cashflow positive and growing business built on a sound platform. As a new Board, we have been particularly impressed by Praemium’s dedicated, experienced and focused management team, the sound strategies underpinning the business, and the significant growth opportunities ahead of it. I fully believe that shareholders who have shown support to the Company over the past few years, including during the challenging year now behind us, will benefit from their investment in the Company in the years ahead. On behalf of the Board, I extend sincere thanks to our staff and management for delivering an outstanding financial result during a difficult and uncertain year. The Directors and I look forward to meeting as many shareholders as possible at our Annual General Meeting later this year. Barry Lewin Chairman 5 Praemium Annual Report 2017 CEO’S REPORT Michael Ohanessian CEO Dear Praemium Shareholder, There is no denying that this year has been one of the most dramatic in Praemium’s history! I would like to express my sincere gratitude to our shareholders, who in May voted their confidence in Praemium’s strategy by bringing about Board renewal. I would also like to thank our clients, whose continued support kept our business growing strongly and enabled us to post record inflows and FUA for the year. And most of all I thank our staff, whose dedication and hard work kept the Company on course during a time of disruption and uncertainty. I was gratified that the business continued to thrive throughout, a testament to our people and the strength of our vision. I also want to welcome our new Directors, each of whom brings unique and valuable skills to Praemium. Now for the results. I am pleased to say that we have again delivered solid financial performance in both our Australian and International businesses. Our track record of strong year-on- year growth has continued uninterrupted for the past 5 years. Some key financial highlights: „„ FUA surpassed $6 billion „„ Asset inflows increased 24% to $1.9 billion „„ Achieved over $200 million of inflows into Smartfund 80% Protected in its second year „„ Revenue up 17% to $35.4 million „„ Underlying EBITDA up 54% to $6.3 million. Our strategic accomplishments: „„ Entered the UK pension market by acquiring a SIPP business (Self-Invested Personal Pension) „„ Subsequently launched a Praemium SIPP on the International platform „„ Launched an IMA (Individually Managed Account) service in the UK „„ Successfully transitioned a major institution’s clients to the Praemium Portfolio service „„ Piloted a full SMSF portfolio service for SMA clients. Our strategic focus on managed accounts (both SMA and IMA) is bearing fruit as financial advisers adapt to evolving investor and business requirements. Clients who have adopted our SMA platform are seeing greater productivity (and hence profitability) and are delivering a better and more cost-effective investor experience. Our ability to deliver best-in-breed managed accounts platform technology in Australia, the UK and to the international ex-pat market places us in a unique and strong competitive position, a position we intend to build upon. 6 Praemium Annual Report 2017“FY2017 has been a great year in terms of our financial performance, new sales and new product development.” Australia In Australia we continued to invest in sales, marketing and implementation resources to accelerate new business on-boarding for the SMA platform. This has resulted in strong growth momentum, with record inflows this year of $1.3 billion. FUA was up 29% to $3.9 billion, with a 41% increase in the number of SMA investor accounts to almost 13,000. The Australian market is seeing a dramatic increase in SMA adoption, a trend we have long believed was inevitable. Many new suppliers have entered the space and so to ensure we stay at the forefront, we have continued to enhance our SMA platform with several key initiatives: „„ Added a further 71 model portfolios „„ Introduced 5 new investment managers „„ Developed a complete digital solution for Praemium’s robo- advice clients „„ Enhanced the blended model portfolio capabilities with targeted cash flows „„ Launched a new digital account opening portal „„ Progressed the development of an international SMA service for launch in FY2018. Praemium’s innovative retail superannuation solution, SuperSMA, continues to grow strongly. It is up 127% to $657 million and now comprises 17% of total platform FUA, due in no small part to its unrivalled menu of over 300 model portfolios. FY2017 saw continued investment in Praemium Portfolio (formerly V-Wrap) to ensure we retain leadership in the portfolio reporting market. This year we: solution offered in partnership with PortfolioMetrix since its launch in October 2016. Advisers are attracted by the ability to tailor a unique managed account solution based on very specific investor preferences. Praemium’s highly scalable platform technology is ideally suited for this application given its leading capabilities in portfolio rebalancing and reporting. Our CRM and financial planning suite is also making strong strides, with a new online fact find facility and several new key reports. We are seeing increasing take-up in the international market and expect this trend to continue as we add further important functionality. Smart Investment Management (Smartim) Our in-house investment management team, Smartim, has achieved high growth this year. FUA is up 62% to £407 million and investment performance has been excellent. We are particularly pleased with the performance of the Smartfund 80% Protected Fund, which protects 80% of fund value daily – a high water mark strategy. The Growth fund is up 20% since launch in September 2015, so anyone who invested on day one is now at 120% of their original investment and hence is protected to 96% of the original investment amount (120% x 80% = 96%). Should we experience a big fall in markets today, those initial investors will see their investment drop by no more than 4% no matter how low the markets fall*. It is this ability to invest in higher risk, higher growth asset classes without the attendant risk that makes Smartfund 80% Protected highly appealing in this low-yield environment. In addition to stellar investment performance, our team has been recognised by their peers this year, having been invited to be Category Judges for the prestigious Investment Week UK Fund Manager of the Year Awards. This is a great honour and we are exceedingly proud of what they have accomplished since they began operating in 2014. „„ Increased our menu to 31 standard reports with over 150 Summary customisation options „„ Automated periodic reporting, with the ability to deliver reports directly to the client’s Investor Portal „„ Improved the efficiency of daily reconciliations through a new sophisticated transaction matching facility „„ Developed a new tool for uploading of large data sets with improved mismatch management. International It has been a record year for the International business as well. Platform FUA was up 43% to £1.3 billion with record annual inflows of £383 million. We also filled an important strategic gap in our international strategy. The International platform has always offered 2 of the 3 key account types, the General Investment Account (GIA) and Individual Savings Account (ISA), but was missing the third key account type, the Self-Invested Personal Pension (SIPP). This year we acquired UK SIPP provider Wensley Mackay and launched the Praemium Retirement Account. We will be looking to grow our platform SIPP in the coming year. The International platform has seen strong uptake of the IMA Praemium’s greatest asset is its highly professional, talented and dedicated employees. They have worked hard to maintain our high levels of service and the quality of our investment offerings, and continued to improve on the core technical advantages that help deliver excellence in reporting and portfolio management. Our strong and supportive client base and diverse revenue stream (in both product and geographic terms) is a great strength of our business. The Australian business is growing and profitable. The international business is also growing strongly and continues to improve its financials year on year. I again thank our shareholders for your support as we work to realise the tremendous potential of our global business. Michael Ohanessian Michael Ohanessian CEO *subject to counterparty risk. 7 Praemium Annual Report 2017 THE INTEGRATED SUITE PORTFOLIO ADMINISTRATION & REPORTING FINANCIAL PLANNING & CRM Praemium Portfolio (formerly V-Wrap) has at its core a powerful portfolio reconstruction engine with a vast database of historic corporate actions across all ASX-listed equities and over 2,000 international equities. This engine also enables Praemium Portfolio to accurately and seamlessly update investor accounts with even the most complex of corporate actions, particularly stapled securities, and accurately handles post-corporate action events (such as an ATO ruling) that require backdating. This functionality and the ability to automatically maximise or minimise capital gains and perform “what-if” scenarios give clients confidence when preparing CGT and tax reports. Praemium Portfolio provides accountant-strength reporting capabilities across a wide range of reports and for any date or range of dates. Report packs can be customised and stylised to match a business’s brand. Praemium Portfolio powers the administration of equities in portfolios for a number of important institutional clients in Australia, provides tax tools for ANZ Share Investing (formerly E*TRADE), and provides a CGT reporting tool for a major UK platform operator. Praemium Portfolio now also includes functionality to provide SMSF monitoring and processing to support the day-to-day activity for compliance and reporting requirements. Praemium Portfolio, with SMSF inside, is a leading-edge solution for financial advisers. Serving our international market, WealthCraft supports the entire advice process in a single web- based system, giving financial professionals the efficiency and scalability to develop and expand their wealth management business, improve client service levels and remain compliant. Built on cloud-based Microsoft Dynamics CRM and Office 365, its key modules include CRM, fact find, financial planning administration, commissions management, investment research, and portfolio management with automated valuation updates using secure data feeds from a broad range of third-party data providers. In the UK, Plum Software is an established software business serving financial planners with front-end client management and back-office systems. Plum Software has an extensive range of UK-based third-party data feeds and interfaces as well as a robust back-office system with fund valuation, remuneration compliance computations, monitoring and reporting. WealthCraft and Plum Software financial planning tools are naturally client-centric, creating a compelling proposition that inherently mirrors wealth managers’ business processes. Client communications integrate with the client’s record, which in its turn holds all prior communications, risk assessments, previous statements of advice as well as live portfolio valuations. Advisers can seamlessly manage their client, practice and campaign data and meet regulatory compliance requirements. 8 Praemium Annual Report 20174 “Praemium’s comprehensive and integrated suite gives advisers the flexibility to create their ideal business” INVESTMENT PLATFORM Built around Praemium Portfolio’s unique CGT reconstruction engine, Praemium’s SMA is a modern investment platform solution providing a scalable proposition for wealth professionals. The SMA platform is the next generation technology to the traditional “wrap” service provided by many platforms. SMAs provide clients with professionally managed portfolios that are aligned to an investment strategy, or “model portfolio”. Praemium’s SMA allows a model manager to simultaneously implement investment changes across a number of client accounts, thus reducing administrative burden as well as ensuring that all investor accounts are automatically in line with the model manager’s thinking. Praemium’s SMA offsets buy and sell transactions and then aggregates the trades. The resulting low transaction costs are highly competitive compared to industry brokerage rates. The Praemium SMA is the market leader in the Australian SMA market and is available in both retail super (SuperSMA) and non-super. After more than 10 years of operation, it has earned a reputation for reliability, scalability and high performance. core proprietary SMA Internationally, our technology enables financial advisers to select third-party investment models provided by in- investment managers or by Praemium’s house investment management solution, Smart Investment Management (Smartim). Praemium’s dynamic modelling capability ensures all client portfolios are automatically rebalanced to remain in sync with the investment strategy. Why SMA is the future LOWER COST The investor doesn’t have to pay the administration costs of a managed fund if they invest in an equivalent equities model portfolio. TAILORED STRATEGIES By investing in a model portfolio, advisers can craft investment strategies with an asset allocation that matches the risk profile and financial objectives of the investor. VIEWABLE TRANSACTIONS Investors can view the complete transaction history of all stock trades as the model portfolio changes or as money is invested or withdrawn. EASY TO SWITCH As investor needs or market conditions change, advisers can easily switch from one model portfolio to another online. The switch is typically executed the next day. VISIBLE HOLDINGS The investor has complete visibility on the underlying stocks (unlike the rather opaque view for managed funds). BENEFICIAL OWNERSHIP beneficial has The investor ownership of the underlying assets, not just units in a fund. TAX EFFECTIVE Investors have more control over the realisation of capital gains. 9 Praemium Annual Report 20174 IMPORTANT MILESTONES 17% INCREASE IN REVENUE 28% INCREASE IN FUNDS UNDER ADMINISTRATION $1.9BN RECORD ANNUAL INFLOWS $689M MANAGED BY Smartim 71 NEW MODEL PORTFOLIOS 10 Praemium Annual Report 20174 54% INCREASE IN UNDERLYING EBITDA FUNDS ON PLATFORM REACHED $6.1 BILLION FUA, platform & funds ($m) 6,500 Aust Int 3,250 - Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 2014 2015 2016 2017 11 Praemium Annual Report 2017DIRECTORS’ REPORT Review of operations Portfolio Administration (Praemium Portfolio) The focus for Praemium Portfolio (formerly V-Wrap) this year has been on improving scalability for clients that administer very large numbers of portfolios, which had a flow-on benefit to clients of all sizes. Close engagement with our user base has been the key to getting this right – our investment in enhancements has converted to both user satisfaction and growing portfolio numbers. Major enhancements: „„ Upload centre – an important new bulk data management framework enables high-volume updates across the entire system. Clients can now load new portfolios onto Praemium much faster, can manage exceptions in bulk, and can deliver accurate data to advisers sooner. The uptake was immediate, with positive feedback being received within five minutes of the software update notification. The upload centre framework has also been leveraged for more rapid implementation of automated data feeds from third- party providers (e.g. banks and brokers). „„ Core system changes in response to major regulatory changes – Praemium, as with the entire industry, faced challenges following superannuation reforms and a new tax reporting regime for managed investment trusts. We made necessary changes to our reconstruction technology and tax reports and used this opportunity to update some of the older areas of our code base. These changes have resulted in significant system efficiency gains, both for our clients and Praemium internally. „„ Report publisher – this new feature was a joint effort between our Melbourne and Yerevan teams and provides another edge over competitors when it comes to our reporting capability. Our client base requires the ability to deliver customised reports on a large scale and in a timely manner. Report publisher provides an end-to-end process entirely managed from within the platform, from report design and creation, quality assurance, tracking and finally distribution to the end investor. Importantly, end-of-period reports (e.g. quarterly statements) can be delivered directly to clients via the Investor Portal. We expect this to be a significant time and cost saving for administrators, with the added benefit of increased engagement with Investor Portal. CRM and Financial Planning In FY2017 financial advisers are preparing for upcoming regulatory changes in the European and Middle East markets similar to Retail Distribution Review (RDR) in the UK and Future of Financial Advice (FoFA) in Australia. This means advice businesses will soon require a software CRM/ back-office solution to fulfil their compliance requirements. Regulatory changes and WealthCraft’s integration with third-party providers as well as the Praemium platform has translated into a healthy pipeline for the coming year. Praemium has been actively building our implementation and transition teams to maximise this opportunity. In the UK, Plum’s FY2017 consolidated its work on client engagement, training, and targeted enhancements. The team created sophisticated e-learning tools and conducted regular user groups and webinars to help new clients successfully onboard the software, to keep old clients engaged and enthusiastic, and to ensure that product enhancements were of maximum benefit to clients. SMA Platform Praemium’s SMA platform has set new records this year across both the Australian and International platforms. The Australian SMA grew strongly through the year, with record inflows of $1.3 billion. FUA was up 29% to $3.9 billion, with a 41% increase in the number of SMA investor accounts to almost 13,000. We continue to attract new model managers, adding 5 new managers and a further 71 model portfolios. Our retail superannuation solution, SuperSMA, is up 127% to $657 million, now comprising 17% of total platform FUA. SuperSMA now offers over 300 model portfolios. The international SMA also had record inflows this year of £383 million, taking international FUA to £1.3 billion, a 43% improvement over last year, and the addition of the IMA is expected to contribute significantly to platform growth. Smart Investment Management (Smartim) Praemium’s London-based in-house investment management team Smartim has had another strong year of performance and FUM growth. According to the Smartim team, “The period to 30 June 2017 was dominated by political uncertainty. In the UK, The Conservative Party called a snap General Election; however, the subsequent lacklustre campaign failed to capture the imagination of voters and resulted in a minority Government which led to uncertainty regarding the potential ‘hard’ or ‘soft’ Brexit. Elsewhere, Donald Trump won the US Presidential Election, Emmanuel Macron survived a strong challenge from the far right to win the French general and Turkey witnessed a failed coup. To add to this, both Brazil and South Korea impeached their presidents and North Korea carried our further nuclear missile tests. Volatility increased around these events but as political risk subdued markets continued to reach new highs. 12 Praemium Annual Report 2017Despite, these uncertainties, global markets rallied and in many cases, reached new highs. Investors shrugged off worries about political uncertainty and flashpoints such as North Korea, and instead focused on fundamentals like company earnings and employment numbers. Over the period, we traded around these events but remained underweight UK equities as uncertainty over Brexit negotiations continued. We reduced our exposure to Europe due to political uncertainty and increased North American, Asian and Emerging Markets equities. We remained broadly neutral within equities as a whole but maintained our underweight to fixed income and overweight to cash.” In summary, Smartim navigated through a period of extreme uncertainty by taking sensible, risk-adjusted positions which added solid value to the portfolios. The Smartim team delivered strong returns during FY2017 when compared to their peers. The following table compares the performance of Smartim model portfolios relative to that delivered by 332 multi-asset funds across similar asset mix categories. The team continue to deliver good strong risk adjusted returns navigating sensible through these uncertain market conditions. It is this effective stewardship of client wealth that is helping drive the Smartim proposition forward. PERFORMANCE OF MULTI-ASSET STRATEGIES 1 JULY 2016 TO 30 JUNE 2017 Smartim model portfolios IA average multi-asset funds Cautious Balanced Growth 11.80% 7.94% 16.22% 22.36% 16.53% 18.10% Smartim ranking top 2% top 52% top 13% Smartfund 80% Protected - Balanced GBP Smartfund 80% Protected - Growth GBP 9.10% 14.30% *IA: The Investment Association UK Source: Lippe Example performance of SmartFund 80% Protected 13 Praemium Annual Report 2017 The year ahead Significant market forces are driving disruption and opportunity across global wealth management markets. These include mandated growth from compulsory superannuation and pension contributions, financial advisers facing increasing regulation, and importantly for Praemium, technology disruption as financial advisers seek improved efficiency to increase their productivity and firm profitability. Following a record year for platform inflows in FY2017, the new year has started strongly both in Australia and internationally. With an expanding client base from a strong global pipeline and enhanced product range, we believe that Praemium as the SMA leader with the best reporting and rebalancing capability is ideally placed, and, based on the pipeline of new business, we expect our SMA to accelerate. In Australia, Praemium’s innovative retail superannuation solution, SuperSMA, has continued to grow strongly with FUA increasing to 17% of total platform FUA by June 2017. We expect this trend to continue as advisers manage a growing book of retail superannuation funds. A key focus in the year to come is to provide the ability for international equities to be traded via our SMA platform. Given a long track record of managing corporate actions for thousands of offshore equities, investors will retain all the benefits from Praemium’s extensive reporting capabilities. Further, their international investments will be included in their Investor Portal platform for a complete picture of their financial position. Internationally, the launch of the Praemium Retirement Account, based on the Wensley Mackay SIPP, will enhance the platform proposition. Praemium’s in-house investment management solution, Smart Investment Management (Smartim), continues to see healthy growth and a solid pipeline of new business. We expect uptake to continue given the investment returns achieved over the last 18 months, where Smartim has exceeded the performance of many of its better- known rivals. Following the success of Smartfund 80% Protected in the UK and internationally, Praemium will be launching an Australian dollar version for the Australian market in the year ahead. Praemium’s investment in technology will continue in FY2018, including: „„ Extension of Praemium Portfolio with SMSF administration; „„ A new digital fact find system for use in our CRM and financial planning suite; „„ Improving the client user experience, with new digital on-boarding tools and enhancements to the Investor and Adviser portals; and „„ Bundling of WealthCraft and Smartim in international markets. In terms of capital management, the Company continues to record positive operating cashflows, and will utilise its free cashflow to re-invest in product delivery and expand its sales and marketing footprint. In summary, we will continue to grow funds under administration, with accelerating inflows from existing and new SMA clients and growth of the portfolio administration business. We will continue to invest in product innovation and in expanding our distribution footprint globally. Praemium will continue to focus on its strategy of delivering a fully integrated and value-enhancing solution to financial advice businesses. 14 Praemium Annual Report 2017Key facts & figures FINANCIAL METRICS Revenue and other income^ Expenses EBITDA (underlying)* Profit before tax Tax (expense) Net profit/(loss) after tax Earnings per share Cash Net Assets Operating cashflow ^Other income as outlined in Note 4 of the financial statements FY2017 FY2016 Change Change $000 35,398 29,061 6,337 2,219 1,531 688 0.2 8,983 17,093 1,538 $000 30,219 26,107 4,112 1,563 784 779 0.2 $000 5,179 2,954 2,255 656 747 (91) - 10,426 16,240 (1,443) 853 % 17% 11% 54% 42% 95% (12%) (5%) (14%) 5% 978 560 57% *Underlying EBITDA excludes restructure and acquisition costs of -$2.1 million (2016: -$0.7 million), share based payments of -$0.6 million (2016: -$0.4 million) and foreign exchange movements of currencies held on deposit of -$0.5 million (2016: -$0.6 million), as detailed in Note 20 of the attached annual report. SERVICE METRICS RESULTS SUMMARY FY2017 FY2016 CHANGE CHANGE Separately Managed Account (Australia) Separately Managed Account (International) A$3.87bn A$2.24bn A$3.01bn A$1.76bn $0.86bn $0.48bn International funds based on closing FX rate 0.595 (2016:0.52) Overview of 2017 financial position % 29% 27% Results The consolidated profit attributable to the members of the Group was $688,269. This was from a 17% increase in revenue and other income, compared to a 11% increase in operating expenses, resulting in a 54% increase in underlying earnings before interest, tax, depreciation and amortisation (EBITDA) to $6.3 million. The Company’s net profit before tax was $2,219,102, 42% higher than the prior year, while the current year’s tax expense of $1,530,833 was 95% higher than the prior financial year. The Group’s net asset position at 30 June 2017 was $17,093,257 with $8,983,491 held in cash or cash equivalents. The Group is debt free. Significant change in the state of affairs Other than noted in this report, there were no other significant changes in the state of affairs during the year. After reporting date events Directors have not become aware of any other matter or circumstance not otherwise dealt with in the financial statements that since 30 June 2017 has significantly affected or may significantly affect the operations of the Company or the consolidated entity, the results of those operations or the state of affairs in subsequent financial years. Future developments A detailed review of the Group’s activities and prospects is contained within the Directors’ Report. The Company will continue its activities as outlined in its initial prospectus and subsequent disclosures to the ASX, including a detailed investor presentation on this year’s results. In the opinion of the Directors, disclosure of any further information would be likely to result in unreasonable prejudice to the consolidated entity. Dividend recommended, declared or paid The Company has not recommended, declared or paid a dividend with respect to the full-year result. 15 Praemium Annual Report 2017Praemium’s Board of Directors extensive commercial and personal network in business and government and delivering front-end customer services, sales marketing and contracts to large multinational companies. Daniel is also the Managing Director of Israel Aerospace Systems Limited, and a Director of Sunnyvale Ventures Australia and Positively Buoyant Consulting. He is also an advisory board member of Tomcar Australia. Daniel is a graduate of the AICD and Defence Industry Study Course (DISC), and hold an MBA from the University of Technology Sydney. Daniel chairs the Group’s Remuneration Committee and is also a member of the Audit, Risk & Compliance Committee. Michael Ohanessian — CEO Michael Ohanessian was appointed as Chief Executive Officer in August 2011. Michael’s executive experience in technology-related businesses brings a mixture of operational, strategic and leadership capabilities to this role. Following a ten-year career at Mobil Oil, Michael joined the Boston Consulting Group where he consulted to clients in industries such as banking, airlines, mining, packaging, sports, oil and gas, retailing and biotechnology. As the CEO of Vision BioSystems, a division of the publicly listed Vision Systems, he transformed the business over seven years from a small unprofitable contract manufacturer into a vertically integrated, profitable and growing medical diagnostics business with distribution to over 60 countries. He holds a BS and MBA from Melbourne University. Paul Gutteridge — CFO/Company Secretary Paul Gutteridge joined Praemium in 2011 and brings significant experience from finance roles across Australia, UK and Canada over the past 20 years. Following his early career at Ernst & Young, he has held senior finance roles at Damovo (Australia), Telstra Business Systems and Netspace, where he led the company’s divestment to iiNet Limited in 2010. Within Praemium, Paul’s responsibilities include overseeing the financial strategies of the Group and managing the areas of accounting, tax, corporate governance, compliance, investor relations, company secretary and treasury. Paul is a Chartered Accountant and holds a Bachelor of Commerce from the University of Melbourne. Barry Lewin — Non-executive Chairman Barry Lewin was appointed as a non-executive director on 12 May 2017. Barry has significant experience advising public and private companies in transaction structuring, debt and equity issues, mergers, acquisitions, business sales and public floats. Prior to establishing SLM Corporate Pty Ltd in 1999, Barry spent twelve years as in-house counsel to leading Australian public companies, managing their legal and commercial Australian and international interests. From 1994-1999 Barry served as General Counsel, Company Secretary and Executive Committee member at diversified international resource company North Limited. Barry has previous experience as Director of ASX-listed companies Senetas Corporation Limited (1999-2001) and Clean TeQ Holdings Limited (2007-2011), where he also served as Chairman of the Audit Committee. He is currently a Director of a number of private companies, including in the not-for-profit sector. He has degrees in Commerce and Law and holds an MBA from Swinburne University, Melbourne. Barry is also a member of the Group’s Audit, Risk & Compliance and Remuneration Committees. Stuart Robertson — Non-executive director Stuart Robertson was appointed as a non-executive director on 12 May 2017. Stuart has broad experience in business advisory, investment banking, wrap platforms, alternative investments and funds management. He held senior roles at BT Funds Management, KBC Investments Limited and Zurich Financial Services in Australia, London and New York. He currently provides consulting services on deal origination and structuring primarily in the unlisted market. He has extensive experience working with listed and unlisted vehicles. Stuart is a Non-executive director of Ellerston Global Investments Limited (since June 2014), Ellerston Asian Investments Limited (since July 2015) and Money3 Corporation Limited (since January 2016). Stuart is a Chartered Accountant, Fellow of FINSIA, Member of the Australian Institute of Company Directors and holds an MBA from the MGSM. Stuart chairs the Group’s Audit, Risk & Compliance Committee and is a member of the Group’s Remuneration Committee. Daniel Lipshut — Non-executive director Daniel Lipshut was appointed as a non-executive director on 12 May 2017. Daniel has over 25 years' experience as a company director, including more than 15 years as CEO of both large listed and small private corporations. Daniel spent 5 years as a Director of listed services company BSA Limited (2002-2007), including 3 years as joint Managing Director. He co-owns and runs Intercorp Pty Ltd, utilising an 16 Praemium Annual Report 2017 Disclosures relating to Directors & Senior Management The number of Board Meetings and number of meetings of each Board committee held during the financial year, and the number of meetings attended by each of the Company’s Directors were: BOARD OF DIRECTORS 10 MEETINGS AUDIT, RISK & COMPLIANCE COMMITEE 5 MEETINGS REMUNERATION COMMITTEE 2 MEETINGS ELIGIBLE TO ATTEND AS MEMBER ELIGIBLE TO ATTEND AS MEMBER ATTENDED ELIGIBLE TO ATTEND AS MEMBER ATTENDED ATTENDED 2 2 2 6 5 8 8 8 5 2 2 2 6 5 8 8 8 5 1 1 1 - - 4 4 4 - 1 1 1 - - 4 3 4 - 1 1 1 1 1 1 - - - - - 1 1 1 1 - - - Barry Lewin Stuart Robertson Daniel Lipshut Michael Ohanessian Bruce Loveday Robert Edgley Peter Mahler Andre Carstens Greg Camm Directors’ & Executives’ relevant interests in shares, options and performance rights Details of the interests of the Company’s Directors and senior Executives in the shares of the Company are set out in the Remuneration Report. The long-term incentive for the Company’s Executive Directors is membership of the Praemium Directors & Employees Benefits Plan, which was initially approved by shareholders on 11 November 2008 (the “Current Plan”) An updated and amended Plan was approved at the Company’s 2015 AGM. Details of the securities issued under the Current Plan and shares issued on the exercise of options or vesting of performance rights are set out in the Remuneration Report and 23(a) and (b) of the Financial Statements. Indemnification and insurance of Directors, officers and auditors The Company has executed a deed of access, indemnity and insurance in favour of each officer of the Company, including current and past Directors, in accordance with applicable laws. Under the deeds, Praemium indemnifies the officers and previous officers with respect to liabilities incurred in connection with holding office, to the extent permitted by the Corporations Act (or, where relevant, the UK Companies law). The Company is also obliged to carry insurance cover for current and past Directors and provide them with access to Board and Committee papers. Such insurance also extends to cover Directors and officers of the group subsidiaries. Under its Constitution, Praemium must, subject to certain exceptions, indemnify each of its Directors to the extent permitted by law against liability that did not arise out of a lack of good faith. Total premiums paid with respect to all Directors’ and Officers’ liability insurance in this reporting period was $33,488 (ex GST). Further disclosures No performance rights have been issued under the Current Plan since the end of the financial year. Other than as set out in this report: „„ No Directors have any other rights or options over shares in, debentures of, or interests in a registered scheme made available by the Company or a related body corporate; „„ There are no contracts to which any Director is a party or under which any Director is entitled to a benefit; and „„ There are no contracts that confer a right to call for or deliver shares in, or debentures of or interests in a registered scheme made available by the Company or a related body corporate. 17 Praemium Annual Report 2017Remuneration Report During the financial year the following people served as Directors of the Company: „„ Barry Lewin (appointed 12 May 2017) „„ Stuart Robertson (appointed 12 May 2017) „„ Daniel Lipshut (appointed 12 May 2017) „„ Michael Ohanessian (resigned 21 February 2017) „„ Bruce Loveday (resigned 22 November 2016) „„ Robert Edgley (removed 12 May 2017) „„ Peter Mahler (removed 12 May 2017) „„ Andre Carstens (removed 12 May 2017) „„ Greg Camm (removed 12 May 2017) Remuneration philosophy and principles The Company’s performance is dependent upon the quality of its people. To this end, the Company applies the following principles in its remuneration framework: „„ Provide competitive rewards to attract high-calibre executives; „„ Link Executive rewards to shareholder value; and „„ Provide for a significant proportion of the Executive remuneration to be ‘at risk’ – that is, dependent upon meeting predetermined performance indicators. Remuneration policies The Board has established a Remuneration Committee, which is currently chaired by non-executive director Daniel Lipshut. The current members of the committee are non- executive directors Barry Lewin and Stuart Robertson. The Remuneration Committee was established to review the remuneration policies and practices of the Company to ensure that it remunerates fairly and responsibly. The Company’s Remuneration Policy, which is reviewed annually, is available from the Company’s website. The policy is designed to ensure that the level and composition of remuneration is competitive, reasonable and appropriate for the results delivered and to attract and maintain talented and motivated Directors and employees. The policy is designed for: „„ Decisions in relation to executive and non-executive remuneration policy; „„ Decisions in relation to remuneration packages for Executive Directors and senior management; „„ Decisions in relation to merit recognition arrangements and termination arrangements; and „„ Ensuring that any equity-based Executive remuneration is made in accordance with the thresholds set in plans approved by shareholders. seek any information it requires from any employee and all employees are directed to cooperate with any request made by the Remuneration Committee. In considering the Group’s performance and benefits for shareholder wealth, the Board has regard to the following with respect to the current year and the previous three financial years: EBITDA^ ($m) NPAT($m) EPS (cents) 2017 2016 2015 2014 6.3 0.8 0.2 4.1 0.8 0.2 2.6 (2.1) (0.5) (0.2) (3.5) (0.9) ^ EBITDA excludes one-off costs, unrealised FX movements and share based payments. The Remuneration Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise at meetings of the Remuneration Committee if it considers this necessary. It has exercised this right when it has considered it appropriate to do so. The Remuneration Committee is required to make recommendations to the Board on all matters within the Remuneration Committee’s Charter. A copy of the Charter can be found on the Company’s website. No remuneration consultant has been used during the financial year. In accordance with best practice corporate governance, the structure of non-executive director and Executive remuneration is separate and distinct. Non-executive director remuneration The Board seeks to set aggregate remuneration at a level that provides the Company with the ability to attract and retain Directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders. The non-executive directors are paid fixed fees in accordance with a determination of the Board but within an aggregate limit fixed by the Shareholders. The ASX Listing Rules specify that the aggregate remuneration of non-executive directors shall be determined from time to time by a general meeting. At the 2016 AGM the members approved the aggregate remuneration for Directors as $450,000. During the year the first and final tranche of securities were issued to a non-executive director who joined the Board in 2016. This issue is detailed within the Director’s Remuneration table of this report. The Company does not operate any schemes for retirement benefits for any non-executive director other than the contributions that it makes to superannuation in accordance with statutory requirements. The Remuneration Committee is authorised by the Board to investigate any activity within its charter. It is authorised to The names and positions of each person who held the position of Director of Praemium Limited at any time during 18 Praemium Annual Report 2017the financial year is provided within the Remuneration Report and information about each of those persons (including their qualifications and experience) is set out on page 16. Key management personnel In addition to group Directors noted earlier, the details of the following Executives are disclosed within this report as Key Management Personnel: „„ Michael Ohanessian - Chief Executive Officer „„ Paul Gutteridge - Chief Financial Officer & A copy of the plan can be found on the Company’s website. LTI measures – Executive & key contributors Rules for Executives or key staff contributors to achieve entitlements (currently the issue of performance rights) under the Praemium Directors & Employee Benefits Plan are such that: Vesting hurdles are based on group profitability (EBITDA) targets set by the Board and Total Shareholder Return (TSR) measurement over the LTI cycle; „„ Entitlements issued are based on individual Company Secretary annual performance; „„ Anna Itsiopoulos - General Manager, Australia „„ Adam Pointon - Chief Technology Officer „„ Christine Silcox - Director, Business Improvements. The remuneration of Key Management Personnel comprises: „„ Fixed Remuneration; „„ Variable remuneration: short-term incentives; and „„ Variable remuneration: long-term incentives. Fixed remuneration Total fixed remuneration comprises base salary, any relevant allowances and statutory superannuation guarantee contributions. Fixed remuneration is set with reference to market data, reflecting the scope of the role, skills, qualifications and experience of the relevant Executive and the performance of the employee in the role. Remuneration is reviewed annually, with recommendations made to the Remuneration Committee. Annual reviews include using market surveys as benchmarks to ensure competitive remuneration is set to reflect the market for comparable roles. Short-term incentives A short-term incentive (STI) is currently only applicable to a number of senior Executives. Achievement of this annual STI is directly linked to the performance of the Group against the Board’s budgets and plans. Unless Board-set budgets are achieved, no bonus payment will be made. Over-achievement of budgets will result in an increase to the amount of the bonus payable, subject to capped levels. At the discretion of the Board the STI may be paid in cash or by the issue of securities. Long-term incentives Long-term incentives (LTI) are based on participation within Praemium’s Directors & Employee Benefits Plan. LTI incentives, based on equity remuneration (being either the issue of securities, issue of performance rights or issue of options), are made in accordance with thresholds set out in this plan. By using the Group’s Directors & Employees Benefits Plan to offer shares and options to employees, the interests of employees are aligned with shareholder wealth. „„ Entitlements vest over 3 years; and „„ Entitlements expire upon cessation of employment. Vesting hurdles are weighted 50% for group profitability targets and 50% for achievement of TSR targets. The test of group profitability is based on 3 year EBITDA target, as set by the Board at the start of the LTI cycle and measured on a cumulative basis over the LTI period. Achievement of entitlements is based on actual performance relative to target, with no entitlements achieved below 80% of target and up to 100% of entitlements achieved upon full achievement of target. The test of Total Shareholder Return is performance of Praemium’s share price relative to the change of the All Ordinaries Accumulation Index (AORD) over the LTI period. Achievement of entitlements is based on actual performance relative to target, with no entitlements achieved below 100% of target and up to 100% of entitlements achieved upon Praemium’s share price performance being greater than 110% of AORD. An individual’s annual performance is based on rating measures, applied consistently across the Company. The Board, on the recommendations of the CEO and the Remuneration Committee, considers the individuaL performance of the Executives and their contributions to the Company’s performance. Provided LTI measures are met, firstly for Company performance and then for individual performance, entitlements then vest over 3 years based on 15% in year one, 25% in year two and 60% in year three. LTI measures - prior to 2016 Prior to the 2016 financial year, the rules for LTI plans were consistent with the above other than the following: vesting hurdles were based on group profitability targets only. The test of group financial performance was absolute and therefore 100% of entitlements were either achieved or not achieved and LTI offers vested over 3 years based on 30% in year one, 30% in year two and 40% in year three. 19 Praemium Annual Report 2017 Voting and comments made at the Company’s last annual general meeting Praemium Limited received 93.3% of ‘yes’ votes on its Remuneration Report for the financial year ended 30 June 2016. The Company received no specific feedback on its Remuneration Report at the Annual General Meeting. Executive remuneration policies and contracts All Group Executives are employed under employment contracts. Those contracts do not have a fixed term and are terminable on between one and three months’ notice (as set out below) by the Executive or by the Company or, in the event that the Executive materially breaches the contract of employment in a way that involves dishonesty, fraud, a breach of any law affecting the Company or a breach of certain of the Group’s policies, the Executive may be summarily dismissed. To the extent that elements of the remuneration of key Executives consists of securities in the Company, the Board, in considering whether to grant those securities and negotiating the terms of remuneration with the key Executive, requires the key Executive to obtain their own advice in respect to their exposure to risk in relation to the securities and relies on the undertakings of the key Executives that they have obtained such advice prior to accepting the offer of securities. No securities were issued to new employees as an incentive or sign on bonus during the 2017 financial year. The Company may elect, on the giving or receipt of notice from any Executive, to pay out the balance of the term with or without requiring the Executive to ‘go on garden leave’ for the remaining term. The notice periods and amounts payable in lieu of notice for each of the Key Management Personnel are: Michael Ohanessian, CEO, is currently employed pursuant to an ongoing contract. Mr Ohanessian’s maximum entitlement on termination in lieu of notice would be equal to the value of 1 month’s total employment package (TEP). Paul Gutteridge, Chief Financial Officer & Company Secretary, Anna Itsiopoulos, General Manager Australia, Chris Silcox, Director, Business Improvements, and Adam Pointon, Chief Technology Officer are all employed on an ongoing basis. Each has a maximum entitlement on termination in lieu of notice equal to the value of 3 months TEP. 20 Praemium Annual Report 2017DETAIL OF KEY MANAGEMENT PERSONNEL REMUNERATION 2017 SHORT-TERM EMPLOYEE BENEFITS SHARE- BASED PAYMENTS SALARY FEES& COMMISSIONS PERFORMANCE RIGHTS1 Non-executive directors Barry Lewin* Stuart Robertson* Daniel Lipshut* Bruce Loveday* Robert Edgley^ Peter Mahler^ Andre Carstens^ Greg Camm^ 15,034 10,968 8,770 29,375 43,989 39,809 47,770 59,918 - - - - - - - 35,000 Key management personnel Michael Ohanessian Paul Gutteridge Anna Itsiopoulos Adam Pointon Christine Silcox 329,429 232,854 235,912 203,626 165,081 (10,068) 335,484 56,156 15,861 52,509 23,461 - - - - TERMINATION2 POST- EMPLOYMENT BENEFITS OTHER LONG-TERM BENEFITS SUPERANNUATION LONG SERVICE LEAVE TOTAL PERFORMANCE RELATED - - - - - - - - 1,428 - 833 - 4,179 3,782 4,538 5,692 35,000 22,121 22,412 19,344 15,683 - - - - - - - - 16,343 11,520 828 5,186 1,479 16,462 10,968 9,603 29,375 48,168 43,591 52,308 100,610 706,188 322,651 275,013 280,665 205,704 0% 0% 0% 0% 0% 0% 0% 0% 0% 17% 6% 19% 11% 8% 2017 total 1,422,535 172,919 335,484 135,012 35,356 2,101,306 1.Performance rights relates to entitlements under the Praemium Directors & Employee Benefits Plan, with amounts recognised over the life of the vesting period in accordance with AASB 2: Share Based Payments, and does not reflect actual remuneration received within the year. 2.Termination comprises payments for notice in lieu and employee entitlements (annual leave where applicable) following the CEO’s departure on 21 February 2017. All STI and LTI’s were also reversed at this date. Michael Ohanessian was re-appointed at the Company’s general meeting on 12 May 2017. * Barry Lewin, Stuart Robertson and Daniel Lipshut joined the Board on 12 May 2017, with Bruce Loveday resigning from the Board on 22 November 2016. ^ Greg Camm, Robert Edgley, Peter Mahler and Andre Carstens were removed from the Board, following the Company’s general meeting on 12 May 2017. 21 Praemium Annual Report 2017DETAIL OF KEY MANAGEMENT PERSONNEL REMUNERATION 2016 SHORT-TERM EMPLOYEE BENEFITS SALARY FEES& COMMISSIONS SHARE BASED PAYMENTS POST- EMPLOYMENT BENEFITS OTHER LONG-TERM BENEFITS BONUS BY WAY OF SHARES1 PERFORMANCE RIGHTS2 SUPERANNUATION LONG SERVICE LEAVE TOTAL PERFORMANCE RELATED % Non-executive directors Bruce Loveday Robert Edgley Peter Mahler Andre Carstens Executive directors 70,000 50,459 45,662 54,795 - - - - - - - 15,000 - 4,793 4,338 5,205 - - - - 70,000 55,252 50,000 75,000 0% 0% 0% 0% Michael Ohanessian 397,500 132,000 32,748 35,000 8,542 605,790 27% Key management personnel Paul Gutteridge Anna Itsiopoulos* William Brewis** Christine Silcox Andrew Varlamos 221,764 67,331 37,171 94,977 340,087 124,904 210,525 - - - - - (37,070) 8,950 14,668 71,467 21,068 9,023 30,608 11,866 20,000 6,370 353,704 - - 104,000 333,625 (17,058) 128,662 2,807 248,000 141,901 661 2,024,033 30% 0% (11%) 7% 6% 13% 2016 total 1,610,673 199,331 1.Bonus by way of shares relates to achievement of the CEO’s short-term incentive, with FY16’s annual result exceeding target by 16% with achievement based on 33% of base salary. Achievement of CFO’s STI is based on 30% of base salary. These amounts have been accrued in FY16’s financial results, but not yet issued at the date of the report. 2.Performance rights relates to entitlements under the Praemium Directors & Employee Benefits Plan, with amounts recognised over the life of the vesting period in accordance with AASB 2: Share Based Payments, and does not reflect actual remuneration received within the year. * Anna Itsiopoulos joined the Company on 9 February 2016. **William Brewis is an employee of Praemium’s UK subsidiary. The exchange rate of 0.4951 was used for the purpose of this table. BONUSES INCLUDED IN REMUNERATION Details of the short-term incentive bonuses awarded as remuneration to each Key Management Personnel, the percentage of the available bonus that was vested in the financial year and the percentage that was forfeited because the person did not meet the service and performance criteria is set out below. PERCENTAGE VESTED IN YEAR PERCENTAGE FORFEITED IN YEAR Key management personnel Michael Ohanessian Paul Gutteridge Anna Itsiopoulos Adam Pointon 0% 0% 0% 0% 100% 100% 100% 100% 22 Praemium Annual Report 2017SHARE-BASED REMUNERATION LTI Allocations To Key Management Personnel The following tables detail the movement during the reporting period of performance rights granted over issued ordinary shares in Praemium held directly, indirectly or beneficially by Key Management Personnel: GRANT DATE EXPIRY DATE GRANTED DURING THE YEAR GRANTED DURING THE YEAR EXERCISED DURING THE YEAR Number $ $ Parent entity directors Greg Camm 22-Nov-16 30-Nov-17 74,468 35,000 35,000 Key management personnel Michael Ohanessian 20-Sep-16 30-Sep-19 526,316 200,000 Paul Gutteridge Anna Itsiopoulos Adam Pointon Christine Silcox 20-Sep-16 30-Sep-19 20-Sep-16 30-Sep-19 20-Sep-16 30-Sep-19 232,250 249,940 211,016 89,775 94,977 80,186 20-Sep-16 30-Sep-19 270,263 102,700 - - - - - FORFEITED/ LAPSED DURING THE YEAR TOTAL FAIR VALUE IN YEAR $ - (200,000) (1,347) (1,425) (1,203) $ 35,000 - 88,428 93,552 78,983 (1,541) 101,159 OTHER INFORMATION A) Performance rights holdings ALLOTED DATE BALANCE 1 JULY 2016 GRANTED AS COMPENSATION VESTED/ EXERCISED FORFEITED/ LAPSED DURING THE YEAR BALANCE 30 JUNE 2017 Parent entity directors Greg Camm 26-Sep-16 - 74,468 (74,468) - Key management personnel Michael Ohanessian Paul Gutteridge Anna Itsiopoulos Adam Pointon Christine Silcox 20-Sep-16 20-Sep-16 20-Sep-16 20-Sep-16 20-Sep-16 647,667 521,450 526,316 (81,000) (1,092,983) 236,250 (186,450) - 249,940 - 527,163 138,575 211,016 (213,413) 270,263 (96,075) (5,419) (3,749) (4,884) (4,366) - - 565,831 246,191 519,882 308,397 1,834,855 1,568,253 (651,406) (1,111,401) 1,640,301 23 Praemium Annual Report 2017B) Shareholdings directly and indirectly beneficially held 2017 Parent entity directors Barry Lewin Stuart Robertson Daniel Lipshut Bruce Loveday* Robert Edgley^ Peter Mahler^ Andre Carstens^ Greg Camm^ Key management personnel Michael Ohanessian Paul Gutteridge Anna Itsiopoulos Adam Pointon Christine Silcox BALANCE 1 JULY 2016 RECEIVED AS COMPENSATION1 RECEIVED ON THE EXERCISE OF SHARE SCHEMES OTHER CHANGES DURING THE YEAR BALANCE 30 JUNE 2017 - - - 2,341,667 5,375,000 2,352,981 124,402 - 14,766,446 2,381,568 - 579,045 3,858,233 - - - - - - - - 115,000 115,000 - - - - - - - - - - (1,675,000) - - 74,468 350,000 - - 2,341,667 3,700,000 2,352,981 124,402 424,468 272,340 177,189 - - - 81,000 186,450 - 213,413 96,075 - 15,119,786 (600,000) 2,145,207 - - (250,000) 542,458 - 3,954,308 31,779,342 449,529 651,406 (2,060,000) 30,820,277 * Bruce Loveday resigned from the Board on 26 November 2016, with the final director’s notice issued to the ASX at this date. ^ Greg Camm, Robert Edgley, Peter Mahler and Andre Carstens were removed from the Board on 12 May 2017, with the final director’s notice issued to the ASX at this date. 1 Relates to FY2016 STI, with remuneration recognised in the 2016 year. 24 Praemium Annual Report 2017Non-audit services/auditor’s independence declaration A copy of the Auditor’s Independence declaration in relation to the audit for the financial year is provided with this report. The auditor of the group is Grant Thornton. Non-audit services of approximately $137,070 have been provided by the Group’s Parent Entity audit firm for internal controls review and income tax compliance services. The Directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors, and that the nature of non- audit services means that auditor independence was not compromised. Signed in accordance with a resolution of Directors. Barry Lewin Chairman 14 August 2017 ASX listed company As at the date of this report, the Company’s securities are not quoted on any stock exchange other than the ASX. There is not currently any on-market buy back in progress. Unquoted securities The only unquoted securities in the capital of the Company currently on issue are Enterprise Management Incentives (EMI) options and performance rights referred to above. All unquoted securities were issued or acquired under an employee incentive scheme. Use of cash and assets readily convertible to cash since admission to asx official list In accordance with Listing Rule 4.10.19 the Company confirms that the Group has been utilising the cash and assets in a form readily convertible to cash that it held at the time of its admission to the Official List of ASX since its admission to the end of the reporting period in a way that is consistent with its business objectives. Corporate governance A corporate governance statement is set out on pages 26-30 of this document. Environmental issues The Group’s operations are not presently subject to significant environmental regulations under the law of the Commonwealth or State. Proceedings on behalf of the consolidated entity No person has applied for leave of Court to bring proceedings on behalf of the consolidated entity. The Company was not a party to any such proceedings during the year. 25 Praemium Annual Report 2017Praemium FY2017 Corporate Governance Statement The policies and practices of the Company are in accordance with the ASX Corporate Governance Council’s “Corporate Governance Principles and Recommendations (3rd Edition)” (ASX Guidelines) unless otherwise stated. Key disclosures as required under the Corporate Governance Principles and Recommendations are outlined in the Company’s Appendix 4G, which has been released together with this Annual Report, with disclosures included either in this Corporate Governance Statement or on the Company’s website. These documents are linked to this page: http:// www.praemium.com.au/who-we-are/investor- relations/ corporate-governance or are otherwise available under the “Investor Relations” section (under “Who we are”) of the Praemium website. The Corporate Governance Statement below has been set out using the same headings used in the ASX Guidelines. The Corporate Governance Statement is current at the date of approval of this annual report and has been approved by the Board. PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT Board role & responsibilities (principle 1.1) Principle 1.1 recommends that listed entities should disclose the respective roles and responsibilities of its Board and management, including matters expressly reserved to the Board and those delegated to management. The Company has adopted a Board Charter, a copy of which it makes publicly available on its website, which outlines the principle functions of the Company’s Board (see Principle 2). The Charter makes it clear that it is the role of the Board to govern the Company, and in particular to set policy direction, whilst it is the role of the Executive to manage the Company’s operations. Newly appointed Directors are also advised of their responsibilities in their letter of appointment. Directors’ appointment (principle 1.2) The term of appointment for each non-executive director of the Company shall be the period commencing on appointment and expiring when the Director is next required to stand for election by the shareholders or a period of 3 years, whichever is the lesser. At each AGM of the Company, subject to ASX Listing Rule 14.4, at least one Director must retire from office, excluding 1) a Director who is a managing director; and 2) a Director appointed by the Directors under rule 9.1 (b) of the Company’s Constitution and is standing for election. Board support for a Director’s re-election is not automatic and is subject to satisfactory Director performance (in accordance with the evaluation process described for Principle 1.6). Praemium undertakes appropriate background and screening checks prior to nominating a Director for election by shareholders, and provides to shareholders all material information in its possession concerning the Director standing for election or re-election in the explanatory notes accompanying the notice of meeting. Terms of appointment (principle 1.3) The Company has a written agreement with each Director and senior Executive setting out the terms of their appointment. Further details of key executive terms are outlined in the Remuneration Report. Company Secretary (principle 1.4) The Company Secretary is accountable directly to the Board, through the Chairman, on all matters to do with the proper functioning of the Board. The Company Secretary is responsible for ensuring that Board procedures are complied with and that governance matters are addressed. All Directors have direct access to the Company Secretary. The appointment and removal of the Company Secretary is a matter for decision by the Board. Diversity policy (principle 1.5) The Company is required to report on matters relating to diversity, in particular board diversity. The Company has a formal diversity policy, located on the Company’s website, setting out a number of broad objectives: „„ Introduce processes to ensure that diversity commitments are implemented appropriately; „„ Implement processes to ensure transparency in the selection of qualified employees, senior management and Board candidates with regard to Company’s diversity profile and objectives; „„ Ensure that recruitment strategies allow the Company to maximise its opportunities to target diverse and appropriately qualified employees; „„ Develop clear criteria on behavioural expectations in relation to promoting diversity; „„ Recognise and cater for employees that may have special requirements (such as family member responsibilities) as part of the Company’s overall diversity objectives; „„ Consider whether the work environment is likely to attract a diversity of individuals; and „„ Facilitate a corporate culture that embraces diversity and recognises that employees at all levels have responsibilities outside of the workplace. 26 Praemium Annual Report 2017The Board has set the following measurable objectives for achieving gender diversity: „„ Increase gender diversity on the Board and senior Executive positions and throughout the Group, aiming for at least 20% female representation on a full- time equivalent basis on the Board and in Executive management positions and the entire group by 30 June 2018; „„ Promote flexible work practices to provide managers and staff with the tools to tailor flexible work options that suit both the business and the individual’s personal requirements; „„ Select new staff, development, promotion and remuneration based solely on performance and capability; and „„ Annually assess gender diversity performance against objectives set by the Remuneration Committee. The Company’s current performance against its diversity policy objectives is as follows: PRINCIPLE 2 – STRUCTURE THE BOARD TO ADD VALUE Nomination committee (principle 2.1) For the 2017 financial year, the Board did not have a separate nomination committee, recognising that selection and appointment of Directors is ultimately the responsibility of the Board as a whole. The procedure for the selection and appointment of new Directors or the re-election of incumbent Directors, other than as outlined in the Company’s Constitution is detailed at Principle 1.2. The Board may seek independent external advice in regard to its composition, when there is a required change (such as retirement or resignation). For the 2018 financial year, the Company’s Remuneration Committee Charter has been expanded to include the functions of a Nomination Committee. Board composition (principles 2.2 & 2.3) Gender representation % 30 June 2017 30 June 2016 Female Male Female Male The Company’s Board comprises only non-executive directors. Board Senior Executive Group 0% 100% 0% 100% 38% 34% 62% 66% 38% 35% 62% 65% In addition to the information outlined on page 16, Tables 1 and 2 below set out specific details of the Company’s Directors and the relevant skills and experience of the Board collectively. Table 1 - Details of Directors Term in office Director as Director Qualifications Status Barry Lewin (Chairman) Stuart Robertson Daniel Lipshut From May 2017 MBA, AICD Independent BCom, BLaw, From May 2017 AICD Independent CA, MBA, From May 2017 MBA, AICD Independent Board & committee performance (principle 1.6) The Chairman conducts a review of Board and Committee performance at least once each calendar year, however due to the changeover of Chairman (with Bruce Loveday resigning in November 2016 and Greg Camm removed in May 2017), this process was not concluded this year. The process usually involves the preparation of a questionnaire, to which Directors and nominated senior Executives respond anonymously, addressing matters relating to the conduct of meeting, the content of Board/Committee papers and other matters relevant to Board/Committee performance. Senior Executive performance (principle 1.7) Praemium’s processes require that reviews be undertaken in respect to all staff at least annually for the purpose of reviewing activities and setting key focus areas, goals and targets for the coming year. All senior Executives participated in the review process in the financial year in accordance with the process. Evaluation of the CEO’s performance is a specific function under the Company’s Board charter, which is also performed annually. 27 Praemium Annual Report 2017Table 2 - Areas of competence and skills of the Board of Directors Area Competence Corporate leadership Business leadership, public listed Executive leadership Strategy Financial acumen Market & Industry Technology Sustainability & stakeholder management International company experience Successful career as a senior Executive or CEO, assessing senior management Define strategic objectives, constructively question business plans and implement strategy Accounting, business strategy, competitive business analysis, corporate financing, legal, mergers & acquisitions, commercial agreements, risk management Financial services expertise, commercial and business experience Technology, infrastructure, product development, product life cycle management Corporate governance International business management, geographical experience Director independence (principle 2.4) Using the criteria recommended by the ASX Guidelines, all three of the Company’s non-executive directors (Barry Lewin, Stuart Robertson and Daniel Lipshut) are independent Directors. One current Director is a shareholder in the Company, however is not a substantial shareholder. Any change in Director’s interest is disclosed in accordance with ASX Listing Rules. The Company’s policies allow Directors to seek independent advice at the Company’s expense. The Board receives regular updates at Board meetings, meetings with customers, shareholders and site visits. These assist Directors to keep up-to-date with relevant market and industry developments. PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY Code of conduct (principle 3.1) The Company has a code of conduct which is published on its website. The Code is reviewed annually and updated where appropriate. PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING Audit committee (principle 4.1) The role of the Audit, Risk & Compliance Committee is to assist the Board to meet its oversight responsibilities in relation to the Company’s financial reporting, compliance with legal and regulatory requirements, internal control structure, risk management procedures and the external audit function. It is intended that the members of the Audit, Risk & Compliance Committee between them should have the accounting and financial expertise, and a sufficient understanding of the industry in which Praemium operates, to be able to effectively discharge the committee’s responsibilities. The Company’s Audit, Risk & Compliance Committee comprises Stuart Robertson (Chairman), Barry Lewin and Daniel Lipshut, following the removal of Andre Carstens, Robert Edgley and Peter Mahler on 12 May 2017. All members are independent and non-executive. Five Committee meetings were held during the financial year with meetings attended by Committee members (as disclosed in the Directors Report) and on two occasions by the Company’s Auditor. The Audit, Risk & Compliance Committee has a formal charter, a copy of which is available on the Company’s website. The Charter is reviewed annually and updated where appropriate. Independence of chairman (principle 2.5) CEO & CFO assurance (principle 4.2) The Chairman of the Board, Barry Lewin who has held the role of Chairman since May 2017, is an independent non- executive director. The Chairman of each Board Committee is an independent non-executive director and there is a clear division of responsibility between the Chairman and the CEO. Director induction & training (principle 2.6) New Directors receive a letter of appointment and a deed of access and indemnity. The letter of appointment outlines ASX’s expectations of Directors with respect to their participation, time commitment and compliance with ASX policies and regulatory requirements. An induction process for incoming Directors is coordinated by the Company Secretary. The Board has received declarations from the CEO and CFO that the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. 28 Praemium Annual Report 2017Auditor attendance (principle 4.3) Risk management framework (principle 7.2) The Company’s external auditor, Grant Thornton, has and will continue to attend our Annual General Meeting in order to be available to answer questions from security holders relevant to the audit. PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE The Company has established written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior Executive level for that compliance. The key policy, Praemium’s Continuous Market Disclosure Policy, and corresponding procedures are published on the Company’s website. PRINCIPLE 6 – RESPECT THE RIGHTS OF SHAREHOLDERS Investor relations (principles 6.1 – 6.4) The Company has developed a framework for communicating with shareholders which has been followed during the financial year, as outlined in Praemium’s Shareholder Communications Policy, as disclosed on the Company’s website. Where possible and practical, the Company communicates with Shareholders using its website and email. For this purpose, it maintains a list of email addresses for shareholders and others interested in hearing from the Company and provides regular updates by email – in particular, links to market sensitive announcements and financial filings. Praemium commits to facilitating shareholder participation in shareholder meetings, and dealing with shareholder inquiries. Praemium strongly encourages all shareholders to assist it to reduce costs and be mindful of the environment by opting to receive annual reports, notices of meeting, proxy forms and other formal communications electronically. Praemium’s constitution allows for direct online voting. PRINCIPLE 7 – RECOGNISE AND MANAGE RISK Risk commitee (principle 7.1) The Company’s Audit, Risk & Compliance Committee is responsible for internal control, risk oversight and risk management for the Company. The Company’s Audit, Risk & Compliance Committee comprises Stuart Robertson (Chairman), Barry Lewin and Daniel Lipshut, following the removal of Andre Carstens, Robert Edgley and Peter Mahler on 12 May 2017. All members are independent and non-executive. Three Committee meetings were held during the financial year, with meetings attended by Committee members as disclosed in the Directors Report. The Audit, Risk & Compliance Committee has a formal charter, a copy of which is available on the Company’s website. The Charter is reviewed annually and updated where appropriate. The Audit, Risk & Compliance Committee has required management to design and implement a risk management and internal control system to identify and manage the Group’s material business risks and to report to it on whether those risks are being managed effectively. The Committee reviewed the Company’s risk management framework in this financial year to satisfy itself that the framework continues to be sound. Internal audit (principle 7.3) The Group does not currently have any internal audit function. The Board considers that at the Company’s current stage of growth and size there is no particular benefit to appointing internal audit and in the alternative seeks independent advice as it considers appropriate. In all other respects, the Company complies with the recommendations set out in Principle 7. Risk management (principle 7.4) The Company monitors its exposure to all risks, including economic, environmental and social sustainability risks. Material business risks are described in the annual report, which also outlines the Company’s activities, performance during the year, financial position and main business strategies. This specific report and the Annual Report overall provide further details about how Praemium manages its economic, environmental and social sustainability risks. PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY Remuneration committee (principle 8.1) The Company’s Remuneration Committee comprises Daniel Lipshut (Chairman), Barry Lewin and Stuart Robertson. Bruce Loveday, Michael Ohanessian and Robert Edgley were also members during the financial year. The Committee consists of independent Directors. The Committee met twice during the financial year, with meetings attended by Committee members as disclosed in the Directors Report. A copy of the Remuneration Committee Charter is published on the Company’s website. Remuneration policies (principles 8.2 – 8.3) The Company’s approach to remuneration and this principle is set out in its Remuneration Report on page 18 and following. The Company’s approach to the remuneration of non-executive directors is clearly distinguished from that of Executive Directors and senior Executives. The Company does offer an equity based remuneration scheme to Executives and staff, under Praemium’s Directors & Employee Benefits Plan, which is published on the Company’s website. Participants of this Plan are not permitted to enter into transactions (whether through the use of derivatives, hedging or otherwise) which limit the economic risk of participating in this Plan. 29 Praemium Annual Report 201730 Praemium Annual Report 2017Annual Report Financial Report 2017 Praemium Limited ACN: 098 405 826 31 Praemium Annual Report 2017Consolidated Statement of Profit & Loss and Other Comprehensive Income NOTE 3 4 5 5 5 6 FOR THE YEAR ENDED 30 JUNE 2017 Revenue Other income Employee costs Legal, professional, advertising and insurance expense IT support Commissions expense Travel expenses Occupancy costs Telecommunication costs Other expenses Share based payments Restructure and acquisition costs Depreciation, amortisation and impairments Net foreign exchange gains / (losses) Withholding tax not recoverable Profit before income tax expense Income tax expense Profit/(Loss) for the year Other comprehensive income: Items that may be reclassified subsequently to profit or loss Changes in the fair value of available-for-sale financial assets Exchange differences on translation of foreign operations Tax on items that may be reclassified subsequently to profit or loss Total items that may be reclassified subsequently to profit or loss Other comprehensive income/(loss) for the period, net of tax Total comprehensive profit/(loss) for the period Profit/(loss) for the year attributable to Owners of the parent Total comprehensive profit/(loss) attributable to Owners of the parent 2017 $ 34,083,109 1,314,755 2016 $ 28,387,629 1,831,649 (19,645,831) (19,597,939) (3,462,860) (1,057,403) (2,895,888) (1,129,002) (1,434,588) (266,473) 788,118 (576,917) (2,080,592) (939,852) (362,558) (114,916) 2,219,102 (1,530,833) 688,269 (5,150) (636,152) - (641,302) (641,302) 46,967 46,967 (2,865,474) (1,066,374) (166,702) (873,215) (1,308,261) (293,973) 173,749 (341,059) (725,219) (856,485) (606,361) (129,427) 1,562,538 (783,620) 778,918 (26,522) (896,696) - (923,218) (923,218) (144,300) (144,300) 46,967 (144,300) Earnings per share Basic earnings/(loss) per share (cents per share) Diluted earnings/(loss) per share (cents per share) 24 24 0.2 0.2 0.2 0.2 The accompanying notes from part of the financial statements. 32 Praemium Annual Report 2017Statement of Financial Position AS AT 30 JUNE 2017 Current assets Cash and cash equivalents Trade and other receivables Total current assets Non-current assets Other financial assets Property, plant and equipment Goodwill Intangible assets Deferred tax assets Total non-current assets TOTAL ASSETS Current liabilities Trade and other payables Provisions Income tax payable Total current liabilities Non-current liabilities Provisions Deferred tax liability Total non-current liabilities TOTAL LIABILITIES NET ASSETS EQUITY Share capital Reserves Accumulated losses TOTAL EQUITY The accompanying notes from part of the financial statements. NOTE 2017 $ 2016 $ 7 8 9 10 11 12 13 14 15 15 13 16 17 8,983,491 6,694,113 15,677,604 10,425,973 5,339,209 15,765,182 2,242,399 1,239,391 2,946,235 1,435,292 629,139 8,492,456 1,783,975 903,533 2,880,411 1,426,347 616,135 7,610,401 24,170,060 23,375,583 5,359,987 1,055,558 304,416 6,719,961 76,375 280,467 356,842 3,809,161 963,683 2,022,202 6,795,046 76,200 264,312 340,512 7,076,803 7,135,558 17,093,257 16,240,025 64,840,789 64,098,522 (40,201) 537,098 (47,707,331) (48,395,595) 17,093,257 16,240,025 33 Praemium Annual Report 2017 Statement of changes in equity FOR YEAR ENDED 30 JUNE 2017 ORDINARY SHARES $ ACCUMMULATED LOSSES $ FOREIGN CURRENCY TRANSLATION RESERVE $ OPTION RESERVE S REVALUATION RESERVE $ TOTAL $ Equity as at beginning of period 64,098,522 (48,395,595) (214,104) 740,820 10,382 16,240,025 Profit attributable to members of the parent entity Other comprehensive income/(loss) Total comprehensive income/(loss) for the year - - - 688,269 - - (636,152) 688,269 (636,152) Transactions with owners in their capacity as owners Issue of shares Performance rights expense Exchange difference on performance rights reserve Transfer on exercise of performance rights 223,386 - - 518,881 742,267 - - (5) - (5) - - - - - - - - - 582,884 - (518,881) 64,003 - 688,269 (5,150) (641,302) (5,150) 46,967 - - - - - 223,386 582,884 (5) - 806,265 Equity as at 30 June 2017 64,840,789 (47,707,331) (850,256) 804,823 5,232 17,093,257 FOR YEAR ENDED 30 JUNE 2016 ORDINARY SHARES $ ACCUMMULATED LOSSES $ FOREIGN CURRENCY TRANSLATION RESERVE $ OPTION RESERVE S REVALUATION RESERVE $ TOTAL $ Equity as at beginning of period 63,474,502 (49,174,516) 682,592 744,407 36,904 15,763,889 Loss attributable to members of the parent entity Other comprehensive income/loss Total comprehensive income/(loss) for the year - - - 778,918 - - (896,696) 778,918 (896,696) Transactions with owners in their capacity as owners Issue of shares 273,948 Performance rights expense Exchange difference on performance rights reserve Transfer on exercise of performance rights - - 350,072 624,020 - - 3 - 3 - - - - - - - - - 341,059 5,426 (350,072) (3,587) - 778,918 (26,522) (923,218) (26,522) (144,300) - - - - - 273,948 341,059 5,429 - 620,436 Equity as at 30 June 2016 The accompanying notes from part of the financial statements. 64,098,522 (48,395,595) (214,104) 740,820 10,382 16,240,025 34 Praemium Annual Report 2017Statement of Cash Flows FOR YEAR ENDED 30 JUNE 2017 Cash from operating activities: Receipts from customers Payments to suppliers and employees Interest received Unit trust distributions received Income tax paid and R&D incentive received Net cash (used by)/provided from operating activities 22 Cash flows from investing activities: Payments for property, plant and equipment Proceeds/(payment) from available-for-sale of financial assets Acquisition of subsidiaries, net of cash Net cash used in investing activities 28 Cash flows from financing activities: Net cash provided by financing activities NOTE 2017 $ 2016 $ 34,871,970 (30,114,558) 8,957 5,519 (3,233,770) 1,538,118 28,237,036 (27,400,098) 75,299 34,105 31,266 977,608 (872,576) (460,000) (790,673) (461,637) (506,741) - (2,123,249) (968,378) - - Net cash increase/(decrease) in cash and cash equivalents (585,131) 9,230 Cash and cash equivalents at beginning of year Effect of exchange rates on cash holdings in foreign currencies Cash and cash equivalents at end of year The accompanying notes from part of the financial statements. 7 10,425,973 (857,351) 8,983,491 11,477,322 (1,060,579) 10,425,973 35 Praemium Annual Report 2017Notes to the Financial Statements 1. NOTES TO THE FINANCIAL STATEMENTS (a) General information The financial report is a general-purpose financial report that covers the consolidated entity consisting of Praemium Limited and its subsidiaries. Praemium Limited is a listed public company, incorporated and domiciled in Australia. Separate financial statements for Praemium Limited as an individual entity are no longer presented as a consequence of a change to the Corporations Act 2001; however, limited financial information for Praemium Limited as an individual entity are included in Note 25. The Group is a for-profit entity for the purpose of preparing the financial statements. The following is a summary of the material accounting policies adopted by the Group in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated. (b) Basis of preparation The financial report of Praemium Limited and controlled entities has been prepared in accordance with Australian Accounting Standards (including Australian Accounting Interpretations), other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. Australian Accounting Standards include International Financial Reporting Standards as adopted in Australia. Compliance with Australian Accounting Standards ensures that the financial report complies with International Financial Reporting Standards (IFRS). (i) Reporting basis and conventions The financial report has been prepared on an accruals basis and is based on historical costs as modified by the revaluation of available-for-sale financial assets, financial assets and liabilities at fair value through profit or loss, certain classes of property, plant and equipment and investment property. (c) Principles of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Praemium Limited (“parent entity”) as at 30 June 2017 and the results of all subsidiaries for the year then ended. Praemium Limited and its subsidiaries are referred to in this financial report as the “Group” or the “consolidated entity”. The parent controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. All inter-company balances and transactions between entities in the Group, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with those policies adopted by the Group. Subsidiaries are fully consolidated from the date which control is transferred to the Group. They are de-consolidated from the date control ceases. (d) Segment reporting Operating segments are identified and segment information disclosed on the basis of internal reports that are regularly provided to, or reviewed by, the Group’s chief operating decision maker which, for the Group, is the Board of Directors. In this regard, such information is provided using different measures to those used in preparing the statement of profit & loss and other comprehensive income and statement of financial position. (e) Property, plant and equipment Each class of property, plant and equipment is carried at cost, where applicable, any accumulated depreciation and impairment losses. (i) Plant and equipment Plant and equipment is measured on the cost basis less depreciation and impairment losses. The carrying amount of plant and equipment is reviewed annually by Directors for indications of impairment. If any such indications exist, an impairment test is carried out, and any impairment losses on the assets recognised in the statement of profit & loss and other comprehensive income. To ensure that costs are not recognised in the statement of financial position in excess of their recoverable amounts, the recoverable amount is assessed on the basis of the expected net cash flows that will be received from the assets employed and subsequent disposals discounted to their net present value. 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 group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the statement of profit & loss and other comprehensive income during the financial period in which they are incurred. Plant and equipment is measured initially at cost. Cost includes all directly attributable expenditure incurred including costs to get the asset ready for its use as intended by management. Costs include an estimate of any expenditure expected to be incurred at the end of the asset’s useful life, including restoration, rehabilitation and decommissioning costs. (ii) Depreciation The depreciable amount of all fixed assets, including capitalised lease assets, is depreciated on a straight-line basis over their useful lives (commencing from the time the asset is 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 depreciable amount is the carrying value of the asset less estimated residual amounts. The residual amount is based on what a similar asset of the expected condition of the asset at the end of its useful life could be sold for. 36 Praemium Annual Report 2017The depreciation rates used for each class of depreciable assets are: CLASS OF FIXED ASSET Plant, furniture and equipment Computer equiment Buildings & leasehold improvements DEPRECIATION RATE METHOD 10-20% Straight-line 20-33% Straight-line 15% Straight-line The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are included in the statement of profit & loss and other comprehensive income. (f) Intangible assets Customer lists and databases acquired in a business combination that qualify for separate recognition are recognised as intangible assets at their fair values. All intangible assets, including customer contracts and databases, are accounted for using the fair value model whereby capitalised costs are amortised on a straight- line basis over their estimated useful lives, as these assets are considered finite. Residual values and useful lives are reviewed at each reporting date. In addition, they are subject to impairment testing as described in Note 1(g). The following useful lives are applied: „„ Customer lists: 5 years „„ Databases: 5 years Amortisation has been included within depreciation and amortisation of non-financial assets. (g) Impairment testing of goodwill, other intangible assets and property, plant and equipment For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level. Goodwill is allocated to those cash-generating units that are expected to benefit from synergies of the related business combination and represent the lowest level within the Group at which management monitors goodwill. Cash-generating units to which goodwill has been allocated (determined by the Group’s management as equivalent to its operating segments) are tested for impairment at least annually. All other individual assets or cash-generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s or cash-generating unit’s carrying amount exceeds its recoverable amount, which is the higher of fair value less costs to sell and value-in-use. To determine the value-in-use, management estimates expected future cash flows from each cash-generating unit and determines a suitable interest rate in order to calculate the present value of those cash flows. The data used for impairment testing procedures are directly linked to the Group’s latest approved budget, adjusted as necessary to exclude the effects of future reorganisations and asset enhancements. Discount factors are determined individually for each cash- generating unit and reflect management’s assessment of respective risk profiles, such as market and asset-specific risks factors. Impairment losses for cash-generating units reduce first the carrying amount of any goodwill allocated to that cash- generating unit. Any remaining impairment loss is charged pro rata to the other assets in the cash-generating unit. With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognised may no longer exist. An impairment charge is reversed if the cash-generating unit’s recoverable amount exceeds its carrying amount. (h) Financial instruments Financial assets and financial liabilities are recognised on the Group’s statement of financial position when the Group becomes a party to the contractual provisions of the instrument. (i) Trade receivables Trade receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest rate method less provision for impairment. Appropriate allowances for estimated irrecoverable amounts are recognised in profit or losswhen there is objective evidence that the asset is impaired. The allowance recognised is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition. Collectability of trade receivables is reviewed on an ongoing basis and debts which are known to be uncollectible are written off. Trade receivables are generally due for settlement within 30 days. (ii) Cash and cash equivalents Cash and cash equivalents comprise cash on hand, demand deposits and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Financial assets and financial liabilities are recognised on the Group’s statement of financial position when the Group becomes a party to the contractual provisions of the instrument. (iii) Financial liabilities and equity Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. 37 Praemium Annual Report 2017The accounting policies adopted for specific financial liabilities and equity instruments are set out below. Financial liabilities are classified as either financial liabilities “at fair value through profit or loss” or other financial liabilities depended on the purpose for which the liability was acquired. The Group’s financial liabilities include trade and other payables. Financial liabilities are recognized when the Group becomes a party to the contractual agreements of the instrument. All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included in the statement of profit & loss and comprehensive income line items “finance costs” or “finance income”. (iv) Fair Value The net fair value of financial assets and financial liabilities approximates their carrying amounts as disclosed in the statement of financial position and notes to the financial statements. Fair value is defined as 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. (v) Available-for-sale financial assets Available-for-sale financial assets, comprising principally units in unlisted registered schemes, are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included as non-current assets unless management intends to dispose of the investment within 12 months of reporting date. Available-for-sale financial assets are initially recognised at fair value plus transaction costs and are subsequently measured at fair value. Changes in fair value are recognised directly in equity in an available-for-sale assets revaluation reserve. When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments recognised in equity are included in the statement of profit & loss and comprehensive income as gains and losses. The group assesses at each reporting date whether there is objective evidence that a financial asset is impaired. In the case of equity securities classified as available-for-sale, a significant or prolonged decline in the fair value of a security below its cost is considered in determining whether the security is impaired. If such evidence exists for available- for-sale financial assets, the cumulative loss–measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss – is removed from equity and recognised in the statement of profit & loss and other comprehensive income. Impairment losses recognised in the statement of profit & loss and other comprehensive income on equity instruments classified as available-for-sale are not reversed through the statement of profit & loss and other comprehensive income. (i) Employee benefits Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to reporting date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus related on costs. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits.. (i) Equity-settled compensation The Group operates a share-based compensation scheme. Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest. Fair value is measured by use of a Black-Scholes model. The expected life used in the model has been adjusted, based on management’s estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. (j) Provisions Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that the outflow can be reliably measured. (k) Income tax The charge for current income-tax expense is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by reporting date. Deferred tax assets and liabilities are recognised using the balance sheet liability method with respect to temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and on unused tax losses. No deferred tax assets or liabilities will be recognised from the initial recognition of an asset or liability excluding a business combination, which at the time of the transaction did not affect either accounting or taxable profit or loss. Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is recognised in the statement of profit & loss and comprehensive income except where it relates to items that are recognised directly in equity, in which case the deferred tax is recognised directly in equity. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. 38 Praemium Annual Report 2017Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. The Directors have elected for those entities within the consolidated entity that are wholly-owned Australian resident entities to be taxed as a single entity from July 1 2005. The head entity within the tax-consolidated group for the purposes of tax consolidation is Praemium Limited. Praemium Limited and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation. Praemium Limited and each of the entities within the tax consolidated group account for their own current and deferred tax amounts. These amounts are measuredas if each entity in the group continues to be a stand-alone taxpayer in its own right.In addition to its own current and deferred tax amounts, Praemium Limited also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax-consolidated group. Entities within the tax-consolidated group have entered into a tax funding agreement with the head entity. Under the terms of this agreement, each of the wholly-ownedentities within the tax consolidated group has agreed to fully compensate Praemium Limited for any current tax payable assumed and are compensated by Praemium Limited for any current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits that are transferred to Praemium Limited under the tax consolidation legislation. The funding amounts are determined by reference to the amounts recognised in the wholly-owned entities’ financial statements. Such amounts are reflected in amounts receivable from or payable to other entities in the tax- consolidated group. Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreement are recognised as a contribution to (or distribution from) wholly-owned tax consolidated entities. (l) Leases Leases of fixed assets where substantially all the risks and rewards incidental to the ownership of the asset, but not the legal ownership, that are transferred to entities in the Group are classified as finance leases. Finance leases are capitalised at the inception of the lease by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property and the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense. The interest expense is recognised in the statement of profit & loss and other comprehensive income so as to achieve a constant periodic rate of interest on the remaining balance of the liability outstanding. Leased assets are depreciated on a straight-line basis over the shorter of the asset’s useful life and the lease term. Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged to the statement of profit & loss and other comprehensive income on a straight line basis over the lease term. Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the lease term. (m) Revenue recognition Revenue is measured at the fair value of the consideration received or receivable. Revenue from the rendering of services is recognised in the accounting period in which the services are rendered. When revenue is received but services are not rendered at reporting date, the receipt is recorded in the statement of financial position as unearned income. Interest revenue is recognised on a proportional basis using the effective interest rate in relation to the outstanding financial asset. Dividends are recognised as revenue when the right to receive payment is established. All revenue is stated net of the amount of goods and services tax (GST), returns, trade allowances and other duties and taxes paid. Revenue in the form of grant income is recognised when earned and receivable. (n) Foreign currency translation (i) Functional and presentation currency The functional currency of each of the Group’s entities is identified as the currency of the primary economic environment in which that entity operates, and is used in the recognition of transactions and balances for that entity. Where the functional currency of a group entity is different from the parent’s functional currency, the entity has been translated for consolidation using the method described below for ‘Group entities’. The United Kingdom subsidiaries’ functional currency is GBP which is translated to the presentation currency at the end of each reporting period. The Hong Kong and Shenzhen (China) subsidiaries’ functional currency are HKD and CNY respectively, which are translated to the presentation currency at the end of each reporting period. The Armenian subsidiary’s functional currency is AMD which is translated to the presentation currency at the end of each reporting report. The consolidated financial statements are presented in Australian dollars which is the parent’s functional and presentation currency. 39 Praemium Annual Report 2017(ii) Group entities The financial results and position of all Group entities whose functional currency is different from the group’s presentation currency are translated as follows: Assets and liabilities are translated at year-end exchange rates prevailing at reporting date; „„ Income and expenses are translated at the rate on the date of the transaction, or an average exchange rate for the period (if the average approximates the actual rate for that period); and „„ Retained earnings are translated at the respective historical exchange rate. Exchange differences arising on translation of Group entities from a different functional currency are recognised directly in a foreign currency translation reserve in the statement of financial position. These differences are recognised in the statement of profit & loss and other comprehensive income in the period in which the entity is disposed. Goodwill and fair-value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. (iii) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the spot rate on reporting date. Non-monetary items measured at historical cost are not retranslated. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined. Exchange differences arising on the translation of monetary items are recognised in the statement of profit & loss and other comprehensive income. Exchange differences on translation of non-monetary items are recognised directly in equity. (o) Contributed equity Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options for the acquisition of a business are not included in the cost of the acquisition as part of the purchase consideration. (p) Dividends Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the financial year but not distributed at reporting date. (q) (i) Earnings per share Basic earnings per share 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 year. (ii) 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. (r) Goods and services tax (GST) Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except: 1. Where the amount of the GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense; or 2. For receivables and payables which are recognised inclusive of GST. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash flows are included in the statement of cash flows on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows. (s) Comparatives Where necessary, comparative figures have been adjusted to conform to changes in presentation in the current year. (t) Going concern The financial report has been prepared on a going concern basis. This contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. The Company has recorded an operating profit before tax of $2,219,102 during the financial year ended 30 June 2017 (June 2016 $1,562,538) with accumulated losses amounting to $47,707,331 as at 30 June 2017. Cash reserves were $8,983,491 at 30 June 2017. The Directors are of the opinion that the existing cash reserves will provide the Company with adequate funds to ensure its continued viability and operations. The Company is actively enhancing its profile in the Australian, Europe and Asian markets. Moreover, internal control processes in place will facilitate close monitoring of expenditure, and the Board is confident that it will be able to manage its cash resources appropriately without negatively impacting upon product development or revenue opportunities. Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Group, excluding any At this time, the Directors are of the opinion that no asset is likely to be realised for an amount less than the amount 40 Praemium Annual Report 2017at which it is recognised in the financial report as at 30 June 2017. Accordingly, no adjustments have been made to the financial report relating to the recoverability and classification of the asset-carrying amounts and classification of liabilities that might be necessary. (u) issued but not yet effective and not yet adopted Accounting standards and interpretations The following new accounting standards, amendments to standards and interpretations have been issued, but are not mandatory as at 30 June 2017. They may impact the Consolidated Entity in the period of initial application. They are available for early adoption, but have not been applied in preparing this financial report: AASB 9 Financial Instruments AASB 9 introduces new requirements for the classification and measurement of financial assets and liabilities and includes a forward-looking ‘expected loss’ impairment model and a substantially-changed approach to hedge accounting. These requirements improve and simplify the approach for classification and measurement of financial assets compared with the requirements of AASB 139. Based on the entity’s preliminary assessment, there will be no material impact on the transactions and balances recognised in the financial statements when this standard is first adopted for the year ending 30 June 2019. AASB 15 Revenue from Contracts with Customers AASB 15 replaces AASB 118 Revenue, AASB 111 Construction Contracts and some revenue related Interpretations and: „„ Establishes a new revenue recognition model „„ Changes the basis for deciding whether revenue is to be recognised over time or at a point in time „„ Provides new and more detailed guidance on specific topics (e.g. multiple element arrangements, variable pricing, rights of return, warranties and licensing) „„ Expands and improves disclosures about revenue. The entity is yet to undertake a detailed assessment of the impact of AASB 15. However, based on the entity’s preliminary assessment, the Standard is not expected to have a material impact on the transactions and balances in the financial statements when it is first adopted for the year ending 30 June 2019. AASB 16 Leases AASB 16 replaces AASB 117 Leases and some lease- related interpretation requires all leases to be accounted for ‘on-balance sheet’ by lessees, other than short-term and low value asset leases provides new guidance on the application of the definition of lease and on sale and lease back accounting largely retains the existing lessor accounting requirements in AASB 117 requires new and different disclosures about leases This standard is applicable to annual reporting periods beginning on or after 1 January 2019. The standard replaces AASB 117 “Leases” and for lessees will eliminate the classification of operating leases and finance leases. Subject to exceptions, a ‘right-of-use’ asset will be capitalised in the statement of financial position, measured at the present value of the unavoidable future lease payments to be made over the lease term. The exceptions relate to short-term leases of 12 months or less and leases of low-value assets (such as printers) where an accounting policy choice exists whereby either a ‘right-of-use’ assets is recognised or lease payments are expensed to profit or loss as incurred. A liability corresponding to the capitalised lease will also be recognised, adjusted for lease prepayments, lease incentives received, initial direct costs incurred and an estimate of any future restoration, removal or dismantling costs. Straight- line operating lease expense recognition will be replaced with a depreciation charge for the leased asset (included in operating costs). In the earlier periods of the lease, the expenses associated with the lease under AASB 16 will be higher when compared to lease expenses under AASB 117. However EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) results will be improved as the operating expense is replaced by depreciation in profit or loss under AASB 16. The consolidated entity will adopt this standard from 1 July 2019, and the impact on gross assets and gross liabilities is estimated to be approximately $4.1 million per Note 19. (v) Critical accounting estimates and judgments The Directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the group. Impairment of available-for-sale financial assets The Group follows the guidance of AASB 139 Financial Instruments: Recognition and Measurement in determining when an available-for-sale financial asset is impaired. This determination requires significant judgment. In making this judgment, the Group evaluates, among other factors, the duration and extent to which the fair value of an investment is less than its cost and the financial health of and near-term business outlook for the investee, including factors such as industry and sector performance, changes in technology, and operational and financing cash flows. Share-based payment transactions The consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined 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. 41 Praemium Annual Report 2017Fair value and hierarchy of financial instruments The consolidated entity is required to classify financial instruments, measured at fair value, using a three-level hierarchy, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets and liabilities; Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and Level 3: Inputs for the asset and liability that are not based on observable market data (unobservable inputs). An instrument is required to be classified in its entirety on the basis of the lowest level of valuation inputs that is significant to fair value. Considerable judgement is required to determine what is significant to fair value and therefore the category in which the financial instrument is placed can be subjective. The fair value of financial instruments classified as Level 3 is determined by the use of valuation models. These include discounted cash flow analysis or the use of observable inputs that require significant adjustments based on unobservable inputs. Provision for impairment of receivables The provision for impairment of receivables assessment requires a degree of estimation and judgement. The level of provision is assessed by taking into account the recent sales experience, the aging of receivables, historical collection rates and specific knowledge of the individual debtor’s financial position. Estimation of useful lives of assets The consolidated entity determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and definitive life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down. (w) Business combinations The acquisition method of accounting is used to account for business combinations. 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 acquire. 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 the profit or loss. On the acquisition of the 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 the existence at the acquisition date. Where the business combination is achieved in stages, the consolidated entity re-measures 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 the profit or loss. Contingent consideration to be transferred by the acquirer is recognised at the acquisition date fair value. Subsequent changes in the fair value of contingent consideration classified as an asset or liability is recognised in profit or loss. Contingent consideration classified as equity is not re-measured 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 acquire 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 and liabilities during the period, based on new information obtained about the facts and circumstances that existed at the acquisition date. The measurement period ends on the earlier of either (i) 12 months from the date of acquisition or (ii) when the acquirer receives all the information possible to determine fair value. (x) Change in Accounting Policies A number of new and revised standards are effective for annual periods beginning on or after 1 July 2016. However, there has not been any significant impact upon the application of these standards. 42 Praemium Annual Report 2017FINANCIAL RISK MANAGEMENT 2. The Praemium Group is exposed to risks that arise from the use of its financial instruments. This note describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure them. There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note. The Group’s Audit, Risk & Compliance Committee oversees how management monitors compliance with the Group’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. Principal financial instruments The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows: „„ Trade receivables „„ Cash at bank and on deposit „„ Trade and other payables „„ Intercompany receivables „„ Investments in unlisted unit trusts General objectives, policies and processes The Board has overall responsibility for the determination of the Group’s risk management objectives and policies and, whilst retaining ultimate responsibility for them, has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Group’s finance function. The Board receives monthly reports from the Chief Financial Officer through which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets. The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group’s competitiveness and flexibility. Further details regarding these policies are set out below. Credit risk Credit risk arises from the Group’s trade receivables, other receivables, receivables from subsidiaries and cash at bank and on deposit. The maximum amount of credit risk is the statement of financial position carrying values. Trade receivables Clients of the Group range from financial advisers and brokers to accountants. In the majority of new client “sign- ons”, clients are required to prepay their first years’ service before they can start utilising the Group’s products. The reduction of risk concentration is due principally to the number of independent operators who have entrenched the Praemium system within their everyday business process. Clients who subsequently fail to meet their credit terms are at risk of having their services “switched off”. The Board receives monthly reports summarising trade receivables balances, and aging profiles of the total trade receivables. There have been no changes from previous periods. Liquidity risk Liquidity risk arises from the Group’s management of working capital. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, it seeks to maintain cash balances to meet expected requirements for a period of at least three months. The Group also seeks to reduce liquidity risk by ensuring that its cash deposits are earning interest at the best rates. At reporting date, these reports indicate that the Group is expected to have sufficient liquid resources to meet its obligations under all reasonably expected circumstances. There have been no changes from previous periods. As at 30 June 2017, financial liabilities have contractual maturities, which are summarised below: 2017 CURRENT NON-CURRENT WITHIN 6 MONTHS $ 6-12 MONTHS $ 1-5 YEARS $ LATER THAN 5 YEARS $ Trade payables 734,740 Accrued expenses 2,477,740 Other payables 984,255 Total 4,196,735 - - - - - - - - - - - - 2016 CURRENT NON-CURRENT WITHIN 6 MONTHS $ 6-12 MONTHS $ 1-5 YEARS $ LATER THAN 5 YEARS $ Trade payables 369,008 Accrued expenses 1,923,574 Other payables 594,450 Total 2,887,032 - - - - - - - - - - - - The contractual amounts of financial liabilities in the tables above are equal to their carrying values. Differences from the statement of financial position amounts reflect the exclusion of statutory charges from the definition of financial liabilities. 43 Praemium Annual Report 2017In order to monitor the continuing effectiveness of this policy, the Board receives a monthly forecast, analysed by the geographical region’s cash balances, commitments and receipts, converted to the Group’s main functional currency, Australian Dollars (AUD). The Group is exposed to currency risk on cash at bank and on deposit in British Pound (GBP) to fund its UK operations and US Dollars (USD); Hong Kong dollars (HKD) and Chinese Yuan (CNY) for its Asian operations and Armenian dram (AMD) in its Armenian operations. The Group is also exposed to currency risk on sterling denominated loans to its UK entities. Exposure to currency risk Foreign currency denominated financial assets and liabilities, translated into Australian Dollars at the closing rate, are as follows: Nominal amounts Consolidated 2017 GBP 2016 GBP Cash at bank and on term deposit 2,971,055 5,478,960 The following table illustrates the sensitivity of the net result for the year and equity in regards to the Group’s financial assets and financial liabilities and the GBP and AUD exchange rate. It assumes a +/- 5% change in the AUD/GBP sterling exchange rate for the year ended at 30 June 2017 (2016: 5%). This percentage has been determined based on average market volatility in exchange rates in the previous 12 months. The sensitivity analysis is based on the Group’s foreign currency financial instruments held at each reporting date. This assumes that other variables, in particular interest rates, remain constant. The analysis is performed on the same basis for 2017 and 2016. If the Australian dollar had strengthened against the GBP sterling by 5% (2016: 5%) then this would have had the following impact on profit and other equity: Consolidated 2017 $ 2016 $ (141,479) (260,903) - - Profit after tax Other equity Market risk Market risk arises from the Group’s use of financial instruments, including interest bearing and foreign currency financial deposits and investment in unlisted trusts. It is the risk that the fair value or future cash flows of the financial instruments will fluctuate as a result of changes in interest rates (interest rate risk), foreign exchange rates (currency risk) or other market factors (other price risk). Interest rate risk The Group invests surplus cash in major Australian and UK banks and in doing so is exposed to fluctuations in interest rates that are inherent in such a market. The Company and Group have no borrowings. The Group’s interest rate risk arises from: „„ Bank balances which give rise to interest at floating rates; and „„ Cash on term deposit, which are at floating rates. The amounts subject to cash flow interest rate risk are in the statement of financial position carrying amounts of these items. The Group’s policy is to minimise cash flow interest rate risk exposures on surplus funds by ensuring deposits attract the best available rate. There have been no changes from previous periods. Cash flow interest rate sensitivity The following table illustrates the sensitivity of the net result for the year and equity to a reasonably possible change in interest rates of +/-100 basis points (2016: +/-100 basis points), with effect from the beginning of the year. These changes are considered reasonably possible based on observation of current market conditions. The calculations are based on the Group’s financial instruments held at each reporting date. 2017 $ -100 BASIS PTS +100 BASIS PTS 2016 $ -100 BASIS PTS +100 BASIS PTS Cash and cash equivalents 89,835 (89,835) 104,260 (104,260) Net result 89,835 (89,835) 104,260 (104,260) Currency risk The Group’s policy is, where possible, to allow group entities to settle liabilities denominated in their functional currency with the cash generated from their own operations in that currency. Where group entities have liabilities denominated in a currency (and have insufficient reserves of that currency to settle them), cash already denominated in that currency will, where possible, be transferred from elsewhere within the Group. 44 Praemium Annual Report 2017 Profit after tax Other equity Consolidated 2017 $ 391 - 2016 $ 574 - Exposures to foreign exchange rates vary during the year depended on the volume of overseas transactions. Nonetheless, the analysis above is considered to be representative of the Group’s exposure to foreign currency risk. Other price risk The Group is exposed to other price risk on its investments in listed unit trusts. These investments are classified on the statement of financial position as available-for-sale financial assets. As these investments are carried at fair value with changes in fair value recognised in equity, all changes in market conditions, except for impairment, will directly affect equity, but have no effect on profit. The investments are in a number of different unit trusts with a dominant emphasis on balanced funds that have exposures to a wide range of asset classes and geographical locations. The assets and liabilities within these unit trusts indirectly expose the Company and Group to interest rate risk, currency risk and equity price risks. It is not considered practicable to ‘look through’ the unit trusts to analyse these risks in detail. There have been no changes from previous periods. Other price risk sensitivity analysis If the fair value of investments in unit trusts increased by 10% (2016: 10%) this would have increased equity for both the Company and Group by $13,453 (2016: $13,425) A decrease of 10% would have reduced equity by the same amount. If the Australian dollar had weakened against the GBP by 5% (2016: 5%) then this would have had the following impact on profit and other equity: Profit after tax Other equity Consolidated 2017 $ 156,371 - 2016 $ 288,366 - Exposures to foreign exchange rates vary during the year depended on the volume of overseas transactions. Nonetheless, the analysis above is considered to be representative of the Group’s exposure to foreign currency risk. Currency risk sensitivity analysis – Other currencies (USD) Foreign currency denominated financial assets and liabilities, translated into Australian Dollars at the closing rate, are as follows: Nominal amounts Cash at bank and on term deposit Consolidated 2017 USD 2016 USD 7,424 10,907 The following table illustrates the sensitivity of the net result for the year and equity in regards to the Group’s financial assets and financial liabilities and the USD and AUD exchange rate. It assumes a +/- 5% change in the AUD/USD exchange rate for the year ended at 30 June 2017 (2016: 5%). This percentage has been determined based on average market volatility in exchange rates in the previous 12 months. The sensitivity analysis is based on the Group’s foreign currency financial instruments held at each reporting date. This assumes that other variables, in particular interest rates, remain constant. The analysis is performed on the same basis for 2017 and 2016. If the Australian dollar had strengthened against the USD by 5 % (2016: 5%) then this would have had the following impact on profit and other equity: Profit after tax Other equity Consolidated 2017 $ (354) - 2016 $ (519) - If the Australian dollar had weakened against the USD by 5% (2016: 5%) then this would have had the following impact on profit and other equity: 45 Praemium Annual Report 2017There would be no effect on profit. Fair value hierarchy Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into three levels of a fair value hierarchy: Level 1 - the instrument has quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 - a valuation technique is applied using inputs other than quoted prices within Level 1 that are observable for the financial instrument, either directly (i.e. as prices), or indirectly (i.e. derived from prices); or Level 3 - a valuation technique is applied using inputs that are not based on observable market data (unobservable inputs). The following table shows the levels within the hierarchy of financial assets and liabilities measured at fair value on a recurring basis at 30 June 2017 and 30 June 2016. 2017 Assets Available-for-sale financial assets: - Listed unit trusts - Shares in unlisted entity - Regulatory reserve Level 1 $ Level 2 $ Level 3 $ TOTAL $ 134,533 - 1,107,866 1,242,399 - - - - - 1,000,000 - 134,533 1,000,000 1,107,866 1,000,000 2,242,399 2016 Assets Available-for-sale financial assets: - Listed unit trusts - Shares in unlisted entity - Regulatory reserve Level 1 $ Level 2 $ Level 3 $ TOTAL $ 134,254 - 649,721 783,975 - - - - - 1,000,000 - 1,000,000 134,254 1,000,000 649,721 1,783,975 46 Praemium Annual Report 20173. REVENUE REVENUE FROM Sales of services Interest income from other parties Unit trust distributions Total revenue 4. OTHER INCOME Rental Income Commissions Fund recoveries R&D incentive received Other Total other income 5. EXPENSES Defined contribution superannuation expense Net foreign exchange (gains)/losses Depreciation of plant and equipment Amortisation of intangible assets Other expenses* Rental expense relating to operating leases – minimum lease payments Impairment losses – trade receivables Consolidated 2017 2016 34,064,059 28,278,225 8,957 10,093 75,299 34,105 34,083,109 28,387,629 Consolidated 2017 100,927 303,007 19,822 790,779 100,220 1,314,755 Consolidated 2017 1,285,926 362,558 460,508 479,344 (788,118) 1,048,428 63,759 2016 127,742 100,194 149,724 1,262,599 191,390 1,831,649 2016 1,307,442 606,361 383,709 472,776 (173,749) 844,729 (4,946) *Other expenses comprise costs and expense recoveries relating to the operation of a managed investment scheme, which is held by a subsidiary company of the Group and loss on disposal of fixed assets 47 Praemium Annual Report 20176. INCOME TAX EXPENSE a) Numerical reconciliation of income tax expense to prima facie tax payable Consolidated Profit before tax Prima facie tax expense on profit before income tax at 30% (2016: 30%) Expenditure not allowable for income tax purposes1 R&D incentive tax offsets Tax effect of: Difference in overseas tax rates Current year tax losses not brought to account for overseas entities Current year temporary differences not brought to account Income tax expense Tax expense comprises: Current tax expense Deferred tax expense/(income): Origination and reversal of temporary differences Tax expense 2017 $ 2,219,102 665,731 985,678 2016 $ 1,562,538 468,761 1,788,701 (1,697,812) (3,424,867) 511,556 1,068,399 (2,719) 1,530,833 717,213 1,231,437 2,374 783,620 1,412,803 748,975 118,030 1,530,833 34,645 783,620 1: Non allowable expenditure includes R&D incurred for accounting purposes, share based payments and non-deductible entertainment, b) Deferred tax assets not brought to account 2017 $ 2016 $ Unused tax losses for which no deferred tax asset has been recognised 32,583,683 31,861,673 Deductible temporary differences for which no deferred tax asset has been recognised Potential tax benefit @ 30% 191,301 32,774,984 9,832,495 200,363 32,062,036 9,618,611 The benefit of the tax losses, which relate to the Company’s UK and Asian operations, will only be realised if: (i) (ii) (iii) The Group derive future assessable income of a nature and amount sufficient to enable the benefit of the taxation deductions to be realised; The Group continue to comply with the conditions for deductibility imposed by law; and There are no changes in taxation legislation adversely affecting the Group in realising the benefit. c) Franking credits The amount of the franking credits available for subsequent reporting periods are: Balance at the end of the reporting period Franking credits that will arise from the payment of the amount of provision for income tax Total franking credits Parent 2017 $ 2,240,885 501,000 2,741,885 2016 $ 1,000 333,000 334,000 48 Praemium Annual Report 2017 7. CASH AND CASH EQUIVALENTS Cash on hand Term deposit Bank balances Consolidated 2017 $ 1,644 499,657 8,482,190 2016 $ 1,352 575,048 9,849,573 10,425,973 Bank balances include a cash management account held in Australia which earns a weighted average effective interest rate of 1.3% (2016: 2.4%), and deposits on call held in Australia and denominated in GBP, CNY, HKD, USD and AMD, which bears a weighted average effective interest rate of nil% (2016: nil%). Cash on term deposit matures on an annual basis. Cash on hand is non-interest bearing. 8,983,491 . RECONCILIATION OF CASH Cash at the end of the financial year as shown in the statement of cash flows is reconciled to items in the statement of financial position as follows: Cash and cash equivalents 8. TRADE AND OTHER RECEIVABLES Current Trade receivables Allowance for impairment of receivables Prepayments Deposits receivable Other receivables 2017 $ 2016 $ 8,983,491 8,983,491 10,425,973 10,425,973 Consolidated 2017 $ 2016 $ 4,118,986 (99,440) 4,019,546 1,463,733 414,934 795,900 2,674,567 6,694,113 3,603,259 (38,682) 3,564,577 905,008 318,768 550,856 1,774,632 5,339,209 The carrying value of trade receivables is considered a reasonable approximation of fair value due to the short-term nature of the balances. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable in the financial statements. The Group does not hold any collateral as security over any receivable balance. Refer to Note 2 for the policies and processes for credit risk on trade receivables. The average credit period on trade receivables is 30 days. No interest is charged on trade or other receivables. 49 Praemium Annual Report 2017Impaired receivables The Group’s trade and other receivables have been reviewed for indicators of impairment. Certain trade receivables were found to be impaired and a provision of $99,440 (2016: $38,682) has been recorded accordingly. The impaired trade receivables are mostly due from Praemium Australia Limited. There are no other impaired trade receivables in any of the Group’s subsidiaries. The aging of these impaired receivables is: Not more than 3 months More than 3 months but not more than 6 months More than 6 months but not more than 1 year More than one year Total Consolidated 2017 $ 6,708 11,328 46,381 35,023 99,440 2016 $ 9,284 29,398 - - 38,682 In addition, some of the unimpaired trade receivables are past due as at the reporting date. These relate to clients who have a good credit history with Praemium Australia Ltd. The age of trade receivables past due but not impaired is as follows: Not more than 3 months More than 3 months but not more than 6 months More than 6 months but not more than 1 year More than one year Total Consolidated 2017 $ 2016 $ 3,827,168 2,210,628 - 178,221 - - - - 4,005,389 2,210,628 A reconciliation of the movement in the provision for impairment of receivables is shown below: At 1 July 2016 Provision for impairment recognised in the year Receivables written off as uncollectible Balance at 30 June 2017 Consolidated 2017 $ 38,682 63,759 (3,001) 99,440 2016 $ 129,137 (4,946) (85,509) 38,682 There are no other impaired assets within other receivables and it is expected that other receivable balances will be received when due. 50 Praemium Annual Report 20179. FINANCIAL ASSETS Available-for-sale financial assets a) Available-for-sale financial assets comprise Listed Investments Units in unit trust Regulatory reserve Unlisted Investments Shares in unlisted entity Consolidated 2017 $ 2,242,399 2,242,399 2017 $ 134,533 1,107,866 2016 $ 1,783,975 1,783,975 2016 $ 134,254 649,721 1,000,000 1,000,000 Total available-for-sale financial assets 2,242,399 1,783,975 10. PROPERTY, PLANT AND EQUIPMENT Consolidated Buildings & leasehold improvements at cost Accumulated depreciation Total buildings and improvement Furniture, fixtures and fittings at cost Accumulated depreciation Total furniture and equipment Computer equipment at cost Accumulated depreciation Total computer equipment Total property, plant and equipment 2017 $ 481,864 (96,861) 385,003 968,809 (760,819) 207,990 4,374,181 (3,727,783) 646,398 1,239,391 30 JUNE 2017 Balance at 1 July 2016 Additions Acquired through business combination Disposals Depreciation expense Exchange differences Balance at 30 June 2017 FURNITURE, FIXTURES AND FITTINGS $ COMPUTER EQUIPMENT $ BUILDINGS & LEASEHOLD IMPROVEMENTS $ 230,878 84,312 9,865 (44,271) (63,160) (9,634) 207,990 620,347 300,752 - (1,472) (256,888) (16,341) 646,398 52,308 487,512 - (65,598) (140,460) 51,241 385,003 2016 $ 207,042 (154,734) 52,308 1,077,403 (846,525) 230,878 4,219,390 (3,599,043) 620,347 903,533 TOTAL $ 903,533 872,576 9,865 (111,341) (460,508) 25,266 1,239,391 51 Praemium Annual Report 201710. PROPERTY, PLANT AND EQUIPMENT 30 JUNE 2016 Balance at 1 July 2015 Additions Acquired through business combination Disposals Depreciation expense Exchange differences Balance at 30 June 2016 11. GOODWILL FURNITURE, FIXTURES AND FITTINGS $ COMPUTER EQUIPMENT $ BUILDINGS & LEASEHOLD IMPROVEMENTS $ 298,984 50,766 - - (100,118) (18,754) 230,878 468,613 410,071 - - (242,319) (16,018) 620,347 92,779 800 - - (41,272) 1 52,308 TOTAL $ 860,376 461,637 - - (383,709) (34,771) 903,533 The movements in the net carrying amount of goodwill are as follows: Gross carrying amount Balance at 1 July 2016 Acquisition through business combination Net exchange differences Balance at 30 June 2017 Accumulated impairment Balance at 1 July 2016 Impairment loss recognised Net exchange differences Balance at 30 June 2017 Carrying amount 30 June 2017 Consolidated 2017 $ 2,903,411 222,023 (156,199) 2,969,235 2016 $ 3,180,996 - (277,585) 2,903,411 (23,000) (23,000) - - (23,000) 2,946,235 - - (23,000) 2,880,411 Impairment testing (a) For the purpose of annual impairment testing goodwill is allocated to the following cash-generating unit, which is the unit expected to benefit from the synergies of the business combination in which the goodwill arises. Praemium Asia Limited (formerly WealthCraft Systems Limited) Plum Software Limited Wensley Mackay Limited 2017 $ 635,768 2,075,153 235,314 2016 $ 662,405 2,218,006 - Goodwill allocation at 30 June 2017 2,946,235 2,880,411 52 Praemium Annual Report 2017The recoverable amounts of the cash-generating units were determined based on value-in-use calculations, covering a detailed five-year forecast, followed by an extrapolation of expected cash flows for the unit’s remaining useful life using the growth rate determined by management. The present value of the expected cash flows of each segment is determined by using a suitable discount rate. (b) Growth rates The growth rates reflect the long-term average growth rates for the product lines and industries of the segments (all publicly available). The growth rate for Praemium Asia is 2.0% (2016: 3.0%) and for Plum is 2.0%. (c) Discount rates The discount rates reflect appropriate adjustments relating to market risk and specific risk factors of each unit. The discount rate for Praemium Asia is 12.38% (2016: 11.28%) and for Plum is 9.66% (2016: 10.00%) (d) Cash flow assumptions Management’s key assumptions include stable profit margins, based on past experience in this market. The Group’s management believes that this is the best available input for forecasting. Cash flow projections reflect stable profit margins achieved immediately before the budget period. No expected efficiency improvements have been taken into account and prices and wages reflect publicly available forecasts of inflation for the industry. Apart from the considerations described in determining the value-in-use of the cash-generating units described above, management is not currently aware of any other probable changes that would necessitate changes in its key estimates. 12. OTHER INTANGIBLE ASSETS INTANGIBLE ASSETS 2017 Gross carrying amount Balance at 1 July 2016 Additions Acquisition through business combination Net exchange differences Balance at 30 June 2017 Amortisation and Impairment Balance at 1 July 2016 Amortisation Impairment losses Net exchange differences Balance at 30 June 2017 Carrying amount 30 June 2017 CUSTOMER CONTACTS $ DISCLOSURES $ TOTAL $ 1,240,706 901,063 2,141,769 - 540,828 31,217 1,812,751 (476,585) (311,228) - (42,081) (829,894) 982,857 - - - - 540,828 31,217 901,063 2,713,814 (238,837) (168,116) - (715,422) (479,344) - (41,675) (83,756) (448,628) (1,278,522) 452,435 1,435,292 53 Praemium Annual Report 2017INTANGIBLE ASSETS 2016 Gross carrying amount Balance at 1 July 2015 Acquisition through business combination Net exchange differences Balance at 30 June 2016 Amortisation and Impairment Balance at 1 July 2015 Amortisation Impairment losses Net exchange differences Balance at 30 June 2016 Carrying amount 30 June 2016 CUSTOMER CONTACTS $ DISCLOSURES $ TOTAL $ 1,363,184 1,023,541 2,386,725 - (122,478) 1,240,706 (235,966) (270,354) - 29,735 (476,585) 764,121 - (122,478) 901,063 (66,142) (202,422) - 29,727 (238,837) 662,226 - (244,956) 2,141,769 (302,108) (472,776) - 59,462 (715,422) 1,426,347 Praemium has assessed that the customer contracts and technical databases intangibles have a finite useful period of 5 years. This is based on a conservative estimate of customers’ future term using Praemium’s services. The customer contracts and technical databases intangibles are amortised on a straight-line basis over 5 years (2016: 5 years). All amortisation charges are included within depreciation and amortisation of non-financial assets. 13. DEFERRED TAX ASSETS AND LIABILITIES Deferred taxes arising from temporary differences and unused tax losses can be summarised as follows: DEFERRED TAX ASSETS/(LIABILITIES) 2017 1 JULY 2016 $ RECOGNISED IN OCI* $ RECOGNISED IN BUSINESS COMBINATION $ RECOGNISED IN PROFIT AND LOSS $ 30 JUNE 2017 $ Current assets Trade and other receivables Non-current assets Intangible assets Non-current liabilities 11,605 (264,312) Pension and other employee obligations 360,116 Current liabilities Provisions Unused tax losses Net Deferred Tax Assets/(Liabilities) 173,765 70,649 351,823 Deferred tax asset as represented on the Statement of Financial Position Deferred tax liability as represented on the Statement of Financial Position Total - - - - - - - 18,227 29,832 (114,477) 98,322 (280,467) - - - (114,477) (9,885) 350,231 8,353 (3,691) 111,326 182,118 66,958 348,672 629,139 (280,467) 348,672 54 Praemium Annual Report 2017DEFERRED TAX ASSETS/(LIABILITIES) 2016 1 JULY 2015 $ RECOGNISED IN OCI* $ RECOGNISED IN BUSINESS COMBINATION $ RECOGNISED IN PROFIT AND LOSS $ 30 JUNE 2016 $ Current assets Trade and other receivables Non-current assets Intangible assets Non-current liabilities 16,086 (392,923) Pension and other employee obligations 325,199 Current liabilities Provisions Related parties Unused tax losses Net Deferred Tax Assets/(Liabilities) 127,671 - 90,710 166,743 Deferred tax asset as represented on the Statement of Financial Position Deferred tax liability as represented on the Statement of Financial Position Total - - - - - - - 14. TRADE AND OTHER PAYABLES Unsecured liabilities Trade payables Accrued expenses Good and services tax Other payables Unearned income - - - - - - - (4,481) 11,605 128,611 (264,312) 34,917 360,116 46,094 173,765 - - (20,061) 70,649 185,080 351,823 616,135 (264,312) 351,823 Consolidated 2017 $ 2016 $ 734,740 2,477,740 476,563 984,255 686,689 369,008 1,923,574 455,039 594,450 467,090 5,359,987 3,809,161 All amounts are short term and the carrying values are considered to be a reasonable approximation of fair value. 15. PROVISIONS Current Employee benefits Non-current Employee benefits Consolidated 2017 $ 2016 $ 1,055,558 1,055,558 76,375 76,375 963,683 963,683 76,200 76,200 55 Praemium Annual Report 2017 16. ISSUED CAPITAL Consolidated 2017 $ 2016 $ 2017: 398,536,797 (2016: 394,742,296) fully paid ordinary shares 64,840,789 64,098,522 Movement in ordinary share capital DATE 01-July-2016 28-July-2016 30-September-2016 30-September-2016 30-November-2016 30-November-2016 30-November-2016 31-December-2016 30-January-2017 28-February-2017 31-March-2017 30-June-2017 30-June-2017 DETAILS NUMBER OF SHARES ISSUE PRICE Balance 394,742,296 Share issue costs Issue under employee share plan 1,394,699 Issue under employee STI bonus Issue under employee share plan Issue under employee STI bonus Issue from AGM approval Issue under employee share plan Share issue costs Issue under employee share plan Issue under employee share plan Issue under employee share plan 177,189 81,000 272,340 74,468 398,533 780,000 104,300 511,972 0.163 0.380 0.280 0.470 0.470 0.154 0.131 0.197 0.165 TOTAL $ 64,098,522 (1,841) 227,588 67,332 22,680 128,000 35,000 61,427 (5,104) 102,000 20,504 84,681 Balance 398,536,797 64,840,789 (a) Ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy is entitled to one vote, and upon a poll each share is entitled to one vote. (b) Capital management The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Group considers its capital to be total equity, which comprises ordinary share capital, available-for-sale financial assets revaluation reserve, foreign currency translation reserve, option reserve and accumulated retained earnings/losses. In managing its capital, the Group’s primary objective is to ensure its continued ability to provide a consistent return for its equity shareholders through capital growth. In making decisions to adjust its capital structure, for instance by issuing new shares, the Group considers not only its short-term position but also its long-range operational and strategic objectives. Share capital Available-for-sale financial assets revaluation reserve Foreign currency translation reserve Option reserve Accumulated losses Total equity Consolidated 2017 $ 2016 $ 64,840,789 64,098,522 5,232 (850,256) 804,823 10,382 (214,104) 740,820 (47,707,331) (48,395,595) 17,093,257 16,240,025 56 Praemium Annual Report 2017 17. RESERVES Reserves Available-for-sale financial assets revaluation reserve Foreign currency translation reserve Option reserve Total Consolidated 2017 $ 2016 $ 5,232 (850,256) 804,823 (40,201) 10,382 (214,104) 740,820 537,098 (a) Movement in reserves Movements in reserves are detailed in the statement of changes in equity. (b) Nature and purpose of reserves Foreign Currency Translation Reserve - Exchange differences arising on translation of the foreign-controlled entity are taken to the foreign currency translation reserve, as described in note 1(n). The reserve is recognised in profit and loss when the net investment is disposed of. Option Reserve - The option reserve records the fair value of options issued. Revaluation Reserve - The revaluation reserve records the revaluation of available-for-sale financial assets. 18. AUDITOR’S REMUNERATION Remuneration of the auditor of the consolidated entity for: Grant Thorton - Audit and review of financial reports Non-Grant Thornton firm - Audit and review of financial reports Audit services remuneration Other Services Auditors of Praemium Limited: Grant Thornton - Internal controls review - Taxation services - Other services Overseas non-Grant Thornton firm - Taxation services Total other services remuneration Total Auditors’ remuneration 2017 $ 2016 $ 88,700 85,400 154,267 242,967 164,176 249,576 71,500 48,749 16,821 52,770 189,840 432,807 69,427 25,800 9,912 27,599 132,738 382,314 57 Praemium Annual Report 2017 19. CAPITAL AND LEASING COMMITTMENTS (a) Operating lease commitments Non-cancellable operating leases contracted for but not capitalised in the financial statements. PAYABLE-MINIMUM LEASE PAYMENTS Not later than 12 months Between 12 months and 5 years Total Consolidated 2017 $ 1,285,247 4,094,661 5,379,908 2016 $ 1,150,427 2,462,873 3,613,300 Operating lease commitments relate to rental commitments for office premises in Melbourne, London, Coventry, Jersey, Shenzhen, Yerevan, Hong Kong and Dubai expiring within one to five years. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated. 20. SEGMENT INFORMATION (a) Description of segments Management has determined the operating segments that are used to make strategic decisions. It considers performance on a geographic basis and has identified 3 reportable segments, being Australia, the United Kingdom and Asia. (b) Segment information provided to the Board of Directors The segment information provided to the Board of Directors for the reportable segments for the year ended 30 June 2017 is as follows: 2017 Total segment revenue Inter-segment revenue AUSTRALIA UNITED KINGDOM ASIA TOTAL 23,209,310 10,381,845 472,904 34,064,059 - - - - Revenue from external customers 23,209,310 10,381,845 472,904 34,064,059 EBITDA profit/(loss) Interest Interest intercompany and margin Depreciation and amortisation Unrealised FX Unit trust income Restructure and acquisition costs Withholding tax not recoverable Share based payments Profit/(Loss) on disposal of fixed assets Net (profit/(loss) before tax Segment assets Segment liabilities Employee benefits expense 9,759,270 (2,225,658) (1,196,531) 6,337,081 8,911 - 399,827 (458,203) (304,518) (357,202) 10,093 (613,092) (1,718) - 46 58,376 (22,242) (3,638) - 8,957 - (939,852) (362,558) 10,093 (1,765,492) (255,921) (59,179) (2,080,592) (114,916) (535,311) (63,091) - (52,070) 757 - 10,464 140 (114,916) (576,917) (62,194) 7,037,571 (3,605,905) (1,212,564) 2,219,102 12,954,252 10,004,197 1,211,611 24,170,060 (3,640,519) (3,421,975) (14,309) (7,076,803) 10,775,169 7,545,454 1,325,208 19,645,831 Additions to non-current assets (other than financial assets, deferred tax, post-employment benefit assets, rights arising under insurance contracts) 333,898 534,669 4,009 872,576 58 Praemium Annual Report 2017The segment information provided to the Board of Directors for the reportable segments for the year ended 30 June 2016 is as follows: 2016 Total segment revenue Inter-segment revenue AUSTRALIA UNITED KINGDOM ASIA TOTAL 20,189,048 7,526,371 562,806 28,278,225 - - - - Revenue from external customers 20,189,048 7,526,371 562,806 28,278,225 EBITDA profit/(loss) Interest Interest intercompany and margin Depreciation and amortisation Unrealised FX Unit trust income Restructure and acquisition costs Withholding tax not recoverable Share based payments Net profit/(loss) before tax Segment assets Segment liabilities 9,200,325 (3,338,317) (1,750,323) 4,111,685 75,192 50 57 75,299 1,294,268 (1,203,835) (267,931) (642,110) 1,580 (554,964) (129) 32,525 (90,433) (33,590) 35,878 - (339,779) (258,844) (126,596) (129,427) (267,612) - - (64,963) (8,484) - (856,485) (606,361) 34,105 (725,219) (129,427) (341,059) 8,924,506 (5,388,477) (1,973,491) 1,562,538 13,990,093 8,185,221 1,200,269 23,375,583 (4,953,424) (2,169,413) (12,721) (7,135,558) Employee benefits expense 8,447,803 9,219,678 1,930,458 19,597,939 Additions to non-current assets (other than financial assets, deferred tax, post-employment benefit assets, rights arising under insurance contracts) 317,913 138,127 5,597 461,637 (c) Reconciliation (i) Revenue A reconciliation of segment revenue to entity revenue is provided as follows: Segment revenue Interest income from other parties Unit trust distributions Total revenue Consolidated 2017 $ 2016 $ 34,064,059 28,278,225 8,957 10,093 75,299 34,105 34,083,109 28,387,629 59 Praemium Annual Report 201720. SEGMENT INFORMATION Continued (ii) EBITDA A reconciliation of EBITDA to operating profit before income tax is provided as follows: EBITDA Depreciation and amortisation Interest revenue Unrealised FX Unit trust income Once-off costs Share based payments Withholding tax Profit/(Loss) on disposal of fixed assets Net profit/(loss) before tax (iii) Segment assets Consolidated 2017 $ 6,337,081 (939,852) 8,957 (362,558) 10,093 (2,080,592) (576,917) (114,916) (62,194) 2,219,102 2016 $ 4,111,685 (856,485) 75,299 (606,361) 34,105 (725,219) (341,059) (129,427) - 1,562,538 The amounts provided to the Board of Directors with respect to total assets are measured in a manner consistent with that of the financial statements. These assets are allocated based on the operations of the segment. Reportable segments’ assets are reconciled to total assets as follows: Segment assets Total assets as per the statement of financial position Consolidated 2017 $ 24,170,060 24,170,060 2016 $ 23,375,583 23,375,583 The total of non-current assets other than financial instruments and deferred tax assets (there are no employment benefit assets and rights arising under insurance contracts) located in Australia is $502,397 (2016: $517,418) and the total of these non-current assets located in other countries is $5,118,521 (2016: $4,692,874). Segment assets are allocated to countries based on where the assets are located. (iv) Segment liabilities The amounts provided to the Board of Directors with respect to total liabilities are measured in a manner consistent with that of the financial statements. These liabilities are allocated based on the operations of the segment. Reportable segments’ liabilities are reconciled to total liabilities as follows: Segment liabilities Total liabilities as per the statement of financial position (d) Entity-wide information Consolidated 2017 $ 7,076,803 7,076,803 2016 $ 7,135,558 7,135,558 The entity is domiciled in Australia. The amount of its revenue from external customers in Australia is $23,209,310 (2016:$20,189,048) and the total revenue from external customers in other countries is $10,854,749 (2016: $8,089,177). Segment revenues are allocated based on the country in which revenue and profit are derived. Revenues of $3,680,712 (2016: $3,695,166) are derived from a single external customer. These revenues are attributable to the Australian segment. 60 Praemium Annual Report 201721. EVENTS AFTER THE REPORTING DATE (a) Directors have not become aware of any other matter or circumstance not otherwise dealt within the financial statements that since 30 June 2017 has significantly affected or may significantly affect the operations of the Company or the consolidated entity, the results of those operations or the state of affairs in subsequent financial years. (b) The financial report was authorised for issue on 14 August 2017 by the Board of Directors. 22. CASH FLOW INFORMATION Net income/(loss) for the period Non cash flows in profit from ordinary activities Depreciation and amortisation Share based payments Bad debt expense/ (recovery) Shares issued as employee bonus Unrealised foreign exchange loss Loss on disposal of plant and equipment Withholding tax receivable Revaluation Changes in assets and liabilities, net of the effects of purchase and disposal of subsidiaries Increase/(decrease) in trade and other receivables Increase/(decrease) in trade payables and accruals Increase/(decrease) in employee provisions Decrease in deferred tax asset / payable Increase/(decrease) in deferred income Net cash (used by)/provided from operating activities Consolidated 2017 $ 688,269 939,852 576,917 63,759 97,228 362,558 62,194 114,916 (4,573) 2016 $ 778,918 856,485 341,059 (77,480) 15,000 607,235 - 129,427 984 (1,422,985) (2,409,759) 1,435,881 99,992 (1,702,938) 227,048 1,538,118 718,722 4,375 (94,891) 107,533 977,608 61 Praemium Annual Report 2017 23. SHARE-BASED PAYMENTS (a) Performance rights Performance rights are granted to key employees and will be vested in the respective employee on the vesting date upon the employee successfully meeting the following criteria: 1) the employee must still be an employee as at the vesting date, 2) the Company’s group EBITDA target (as agreed by the Board) is achieved, 3) the Company’s total shareholder return (TSR) measure is achieved (for 2017 plans) and 4) the employee must successfully deliver upon certain measurable key performance indicators. 2017 GRANT DATE VESTING DATE BALANCE AT START OF THE YEAR GRANTED DURING THE YEAR EXERCISED DURING THE YEAR FORFEITED DURING THE YEAR BALANCE AT END OF THE YEAR EXERCISABLE AT END OF THE YEAR NUMBER NUMBER NUMBER NUMBER NUMBER 22 Dec 10 27 Apr 11 6 Sep 12 11 Sep 13 12 Nov 14 15 Sep 15 20 Sep 16 30 Sep 13 30 Sep 14 30 Sep 15 30 Sep 14 30 Sep 15 30 Sep 16 30 Sep 15 30 Sep 16 30 Sep 17 30 Sep 16 30 Sep 17 30 Sep 18 30 Sep 17 30 Sep 18 30 Sep 19 183,333 183,333 150,000 90,000 120,000 360,000 510,000 570,000 1,620,000 2,700,000 246,000 637,500 810,000 1,693,500 466,884 913,167 2,191,600 3,571,651 - - - - - - - - - - - - - - - - - - - - - - 619,114 1,031,858 2,476,458 4,127,430 (150,000) (150,000) (90,000) (90,000) (120,000) (300,000) (430,000) (365,000) (1,030,000) - - - - - - (10,000) (150,000) (1,825,000) (160,000) (135,750) (422,250) (40,000) (598,000) (347,504) (50,000) - (12,000) (45,750) (74,000) (131,750) (8,570) (228,686) (629,800) 33,333 33,333 60,000 - - 60,000 80,000 195,000 440,000 715,000 98,250 169,500 696,000 963,750 110,810 634,481 1,561,800 33,333 33,333 60,000 - - 60,000 80,000 180,000 420,000 680,000 91,500 162,750 - 254,250 110,810 - - (397,504) (867,056) 2,307,091 110,810 - - - - (154,684) (171,802) (412,324) 464,430 860,056 2,064,134 (738,810) 3,388,620 - - - - Total 8,508,484 4,127,430 (3,270,504) (1,897,616) 7,467,794 1,138,393 62 Praemium Annual Report 20172016 GRANT DATE VESTING DATE BALANCE AT START OF THE YEAR GRANTED DURING THE YEAR EXERCISED DURING THE YEAR FORFEITED DURING THE YEAR BALANCE AT END OF THE YEAR EXERCISABLE AT END OF THE YEAR NUMBER NUMBER NUMBER NUMBER NUMBER 22 Dec 10 27 Apr 11 Milestone Milestone 9 Sep 11 30 Sep 15 6 Sep 12 11 Sep 13 30 Sep 13 30 Sep 14 30 Sep 15 30 Sep 14 30 Sep 15 30 Sep 16 20 May 14 30 Nov 15 12 Nov 14 15 Sep 15 30 Sep 15 30 Sep 16 30 Sep 17 30 Sep 16 30 Sep 17 30 Sep 18 400,000 266,666 266,667 933,333 1,250,000 1,250,000 210,000 150,000 880,000 1,240,000 600,000 1,342,500 1,790,000 3,732,500 66,667 66,667 766,125 766,125 1,021,500 2,553,750 - - - - - - - - - - - - - - - - - - - - - - - - 641,275 1,068,792 2,565,100 4,275,167 (216,667) - 183,333 183,333 - - (216,667) (625,000) (266,666) (266,667) (533,333) (625,000) (625,000) (625,000) (60,000) (60,000) (760,000) (880,000) (90,000) (727,500) - - - - - - (45,000) (170,000) - - - - 183,333 183,333 - - 150,000 90,000 120,000 360,000 510,000 570,000 1,620,000 - - 150,000 90,000 120,000 360,000 510,000 510,000 - (817,500) (215,000) 2,700,000 1,020,000 (45,455) (45,455) (501,750) - - (21,212) (21,212) (18,375) (128,625) (211,500) - - 246,000 637,500 810,000 - - 227,250 - - (501,750) (358,500) 1,693,500 227,250 - - - - (174,391) (155,625) (373,500) 466,884 913,167 2,191,600 (703,516) 3,571,651 - - - - Total 9,776,250 4,275,167 (3,086,372) (2,456,561) 8,508,484 1,790,583 (b) Shares issued as employee bonus Shares issued during the period as an employee bonus were measured at the quoted market price of the shares. Consolidated – 2017 Consolidated – 2016 NUMBER ISSUED 449,529 835,079 WEIGHTED AVERAGE FAIR VALUE 0.43 0.32 VALUE 195,331 264,125 63 Praemium Annual Report 201723. SHARE-BASED PAYMENTS (c) Expenses arising from share-based payment transactions Total expenses arising from share-based payment transactions recognised during the period as part of employee costs were as follows: Shares issued as employee bonus Performance rights 24. EARNINGS PER SHARE (a) Reconciliation of earnings to profit or loss: Profit/(loss) attributable to the parent entity Earnings used to calculate basic EPS Earnings used in calculation of diluted EPS (b) Weighted average number of ordinary shares (diluted): Weighted average number of ordinary shares outstanding during the year: Number used in calculating basic EPS Number used in calculating diluted EPS Consolidated 2017 $ 9,700 576,917 586,617 2016 $ 199,331 341,059 540,390 Consolidated 2017 $ 688,269 688,269 688,269 2016 $ 778,918 778,918 778,918 Consolidated 2017 $ 2016 $ 396,656,050 397,794,443 393,451,526 395,242,109 2017: 6,329,401 (2016: 6,717,901) options/performance rights outstanding are not included in the calculation of diluted earnings per share because they are anti-dilutive for the years ended 30 June 2017 and 2016. 64 Praemium Annual Report 201725. PARENT ENTITY INFORMATION The following details information related to the parent entity, Praemium Limited, at 30 June 2017. The information presented here has been prepared using consistent accounting policies as presented in Note 1. Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Contributed equity Accumulated losses Option reserve Available-for-sale financial assets revaluation reserve Total equity Profit /(loss) for the year Other comprehensive income/(loss) for the year Total comprehensive income/(loss) for the year 2017 $ 5,539,297 66,459,592 71,998,889 1,517,080 66,327,682 67,844,762 64,840,789 (61,490,114) 804,823 (1,371) 2016 $ 3,802,381 61,537,808 65,340,189 3,232,904 51,120,899 54,353,803 64,098,521 (53,856,547) 740,820 3,592 4,154,127 10,986,386 (7,633,566) (3,423,833) - - (7,633,566) (3,423,833) 26. GROUP ENTITIES The consolidated financial statements include the financial statements of Praemium Limited and those entities detailed in the following table: OWNERSHIP INTEREST % 2017 OWNERSHIP INTEREST % 2016 SUBSIDIARIES Praemium Australia Limited Praemium Portfolio Services Limited Praemium (UK) Limited Praemium Administration Limited (formerly Smartfund Administration Limited) Smartfund Nominees Limited Smart Investment Management Limited Plum Software Limited Praemium Trustees Limited Praemium International Limited Praemium RA LLC Praemium Asia Limited WealthCraft Systems (Shenzhen) Limited Wensley Mackay Limited WM Pension Trustee Services Limited COUNTRY OF INCORPORATION Australia UK UK UK UK UK UK UK Jersey Armenia Hong Kong China UK UK Praemium Limited is the ultimate Australian parent entity and the ultimate parent entity of the Group. 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 - - 65 Praemium Annual Report 201727. RELATED PARTY TRANSACTIONS The following disclosures should be read in conjunction with Remuneration Report contained in the Directors’ Report. Details of Key Management Personnel are disclosed in the Remuneration Report. (a) Key management personnel compensation (including non-executive directors) Short-term employee benefits Post-employment benefits Long-term benefits Share-based payments 28. BUSINESS COMBINATIONS 2017 1,422,535 135,012 35,356 508,403 2016 1,610,673 141,901 661 270,798 2,101,306 2,024,033 On 1 November 2016, Praemium Limited acquired 100 per cent of Wensley Mackay Limited (Wensley Mackay), a pension provider in the United Kingdom. Wensley Mackay is based in Cumbria, England and is a privately owned Self-Invested Personal Pension (SIPP) provider authorised by the FCA. Their experienced and skilled team support the pension planning needs of independent financial advisers and their clients across the UK, providing Praemium with immediate entry to the UK private pension space and access a significant new source of funds under administration via its existing adviser relationships. The fair value of the assets acquired and liabilities assumed at the date of acquisition are:. Purchase consideration Fair value of identifiable net assets acquired Goodwill arising on acquisition Exchange rate at the date of acquisition (0.6258) £GBP to $AUD. £GBP 600,000 (461,058) 138,942 $AUD 958,773 (736,750) 222,023 The purchase consideration was wholly in cash. Under the terms of the combination Praemium acquired 100 per cent of the voting shares in Wensley Mackay Limited. Consideration transferred settled in cash Cash and cash equivalents acquired Net cash outflow on acquisition Acquisition costs charged as expenses Net cash paid relating to acquisition £GBP 600,000 (105,197) 494,803 114,166 608,969 $AUD 958,773 (168,100) 790,673 182,432 973,105 66 Praemium Annual Report 2017The fair value of the identifiable assets and liabilities of Wensley Mackay at the date of acquisition and the cash flow at acquisition were as follows: Cash and cash equivalents Trade and other receivables Other current assets Plant, equipment and leasehold improvements Customer contracts and technical databases Total Trade and other payables Provisions Total Fair value of identifiable net assets acquired RECOGNISED ON ACQUISITION $ CARRYING VALUE $ 168,100 95,267 7,990 9,337 540,828 821,522 (84,097) (675) (84,772) 736,750 168,100 95,267 7,990 9,337 - 280,694 (84,097) (675) (84,772) 195,922 Direct costs relating to the acquisition were $182,432. These were all expensed through the statement of profit & loss or comprehensive income. Key factors contributing to the $0.24 million of goodwill are the synergies existing with the acquired group, and the synergies expected to be achieved as a result of combining Wensley Mackay with the rest of the Group. The goodwill that arose from this business combination is not expected to be deductible for tax purposes. Included in the business acquired were receivables with a gross contractual and fair value of $95,267 resulting from trade sales with customers. Management expects these amounts to be collected in full and converted to cash consistent with customer terms. The acquisition of Wensley Mackay Limited was completed in November 2016. For the period from acquisition to 30 June 2017, we incurred a profit of $48,099 before depreciation, amortisation and tax and revenues of $385,605. If the entity had been acquired on 1 July 2016, the revenue of the group would have been increased by $578,407, and the profit for the year would have increased by $72,149 on an extrapolated basis. 29. CONTRACTUAL COMMITMENTS AND CONTINGENCIES Subsequent to 30 June 2016, the Company has made a claim against a customer for additional billing for expense and delay incurred arising from project scope expansion and rework. Due to uncertainty surrounding this claim, including the potential of arbitration to finalise a determination, it is difficult to quantify the impact on the Company at this time. 67 Praemium Annual Report 2017Directors’ Declaration The Directors of the Company declare that: 1. The financial statements and notes, as set out on pages 31-67, are in accordance with the Corporations Act 2001 and: a. b. Comply with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and Give a true and fair view of the financial position as at 30 June 2017 and of the performance for the year ended on that date of the consolidated entity. 2. The Chief Executive Officer and Chief Financial Officer have each 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. 3. 4. 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. Note 1 confirms that the consolidated financial statements also comply with International Financial Reporting Standards. This declaration is made in accordance with a resolution of the Board of Directors. Barry Lewin Chairman 14 August 2017 68 Praemium Annual Report 2017 Auditor’s Independence Declaration The Rialto, Level 30 525 Collins St Melbourne Victoria 3000 Correspondence to: GPO Box 4736 Melbourne Victoria 3001 T +61 3 8320 2222 F +61 3 8320 2200 E info.vic@au.gt.com W www.grantthornton.com.au Auditor’s Independence Declaration To the Directors of Praemium Limited In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Praemium Limited for the year ended 30 June 2017, I declare that, to the best of my knowledge and belief, there have been: a b no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and no contraventions of any applicable code of professional conduct in relation to the audit. GRANT THORNTON Chartered Accountants B. L. Taylor Partner – Audit & Assurance Melbourne, 14 August 2017 Grant Thornton ABN 13 871 256 387 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389 ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited. Liability limited by a scheme approved under Professional Standards Legislation. 69 Praemium Annual Report 2017 Independent Audit Report The Rialto, Level 30 525 Collins St Melbourne Victoria 3000 Correspondence to: GPO Box 4736 Melbourne Victoria 3001 T +61 3 8320 2222 F +61 3 8320 2200 E info.vic@au.gt.com W www.grantthornton.com.au Independent Auditor’s Report to the Members of Praemium Limited Report on the audit of the financial report Opinion We have audited the financial report of Praemium Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2017, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated 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: a Giving a true and fair view of the Group’s financial position as at 30 June 2017 and of its performance for the year ended on that date; and b 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 independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 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. Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389 ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited. Liability limited by a scheme approved under Professional Standards Legislation. 70 At 30 June 2017 the Group’s Statement of Financial Our procedures included, amongst others: Key audit matter Revenue recognition Note 3 The Group derives revenue through the rendering of services which are performed under a combination of individual agreements and contractual arrangements. We have determined the occurrence of revenue to be a key audit matter due to the inherent audit risk associated with revenue from multiple different contractual arrangements. Impairment of goodwill balances Note 11 Position includes goodwill amounting to $2,946,235 relating toPraemium Asia Limited, Plum Software Limited and Wensley Mackay Limited. We have determined this is a key audit matter due to the judgement required by management in preparing a value in use model to satisfy the impairment test as prescribed in AASB 136 Impairment of Assets, including the forecasting of future cash flows and applying an appropriate discount rate which inherently involved a high degree of estimation and judgement by management. How our audit addressed the key audit matter Our procedures included, amongst others: • Documenting and testing the operating effectiveness of the internal controls in respect to revenue from the rendering of services; • Testing a sample of revenue recognised during the year to supporting documentation to verify the occurrence; • Reviewing the terms and conditions of individual agreements and contractual arrangements to test appropriateness of revenue recognised in line with AASB 18 Revenue; • Performance of analytical procedures with variances from expectations investigated; and • Assessing the adequacy of the Group’s disclosures within the financial statements. • Reviewing the model for compliance with AASB 136 Impairment of Assets; • Assessing management’s determination of the Group’s cash generating units based on our understanding of the nature of the Group’s business, the economic environment in which the segments operate and the Group’s internal reporting structure; • Analysing the future cash flow forecasts and understanding the process by which they were developed, including testing the underlying calculations of the models; - - - checking mathematical accuracy; ensuring they are consistent with Board approved budgets; and critically assessing the key assumptions for long term growth rates in the forecasts by comparing them to historical results, business strategies and economic and industry forecasts; • Performing sensitivity analysis on the discount rate and terminal growth assumptions, considering the likelihood that changes in assumptions, either individually or collectively, would result in goodwill to be impaired; and • Assessing the adequacy of the Group’s disclosures within the financial statements. Valuation of shares in unlisted entity Note 9 As at 30 June 2017 the Company held shares in an Our procedures included, amongst others: unlisted Company with a carrying value of $1 million. • Obtaining information on any additional arms- In line with AASB 139 Financial Instruments: Recognition and Measurement, the investment is to be measured at fair value and we have determined this is a key risk as the determination of the fair value of this investment is subject to judgement as the shares of this Company are not publicly traded. length transactions in respect to the shares of the unlisted Company and comparing the price to the carrying value; • Comparing the carrying value to publicly listed Companies that have comparable businesses; and • Assessing the adequacy of the Group’s disclosures within the financial statements. Praemium Annual Report 2017 Key audit matter Revenue recognition Note 3 The Group derives revenue through the rendering of services which are performed under a combination of individual agreements and contractual arrangements. We have determined the occurrence of revenue to be a key audit matter due to the inherent audit risk associated with revenue from multiple different contractual arrangements. Impairment of goodwill balances Note 11 At 30 June 2017 the Group’s Statement of Financial Position includes goodwill amounting to $2,946,235 relating toPraemium Asia Limited, Plum Software Limited and Wensley Mackay Limited. We have determined this is a key audit matter due to the judgement required by management in preparing a value in use model to satisfy the impairment test as prescribed in AASB 136 Impairment of Assets, including the forecasting of future cash flows and applying an appropriate discount rate which inherently involved a high degree of estimation and judgement by management. How our audit addressed the key audit matter Our procedures included, amongst others: • Documenting and testing the operating effectiveness of the internal controls in respect to revenue from the rendering of services; • Testing a sample of revenue recognised during the year to supporting documentation to verify the occurrence; • Reviewing the terms and conditions of individual agreements and contractual arrangements to test appropriateness of revenue recognised in line with AASB 18 Revenue; • Performance of analytical procedures with variances from expectations investigated; and • Assessing the adequacy of the Group’s disclosures within the financial statements. Our procedures included, amongst others: • Reviewing the model for compliance with AASB 136 Impairment of Assets; • Assessing management’s determination of the Group’s cash generating units based on our understanding of the nature of the Group’s business, the economic environment in which the segments operate and the Group’s internal reporting structure; • Analysing the future cash flow forecasts and understanding the process by which they were developed, including testing the underlying calculations of the models; - - checking mathematical accuracy; ensuring they are consistent with Board approved budgets; and critically assessing the key assumptions for long term growth rates in the forecasts by comparing them to historical results, business strategies and economic and industry forecasts; - • Performing sensitivity analysis on the discount rate and terminal growth assumptions, considering the likelihood that changes in assumptions, either individually or collectively, would result in goodwill to be impaired; and • Assessing the adequacy of the Group’s disclosures within the financial statements. Valuation of shares in unlisted entity Note 9 As at 30 June 2017 the Company held shares in an unlisted Company with a carrying value of $1 million. Our procedures included, amongst others: • Obtaining information on any additional arms- In line with AASB 139 Financial Instruments: Recognition and Measurement, the investment is to be measured at fair value and we have determined this is a key risk as the determination of the fair value of this investment is subject to judgement as the shares of this Company are not publicly traded. length transactions in respect to the shares of the unlisted Company and comparing the price to the carrying value; • Comparing the carrying value to publicly listed Companies that have comparable businesses; and • Assessing the adequacy of the Group’s disclosures within the financial statements. 71 Praemium Annual Report 2017 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. GRANT THORNTON AUDIT PTY LTD Chartered Accountants B. L. Taylor Partner - Audit & Assurance Melbourne, 14 August 2017 Information Other than the Financial Report and Auditor’s Report Thereon The Directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2017, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and 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 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/ar1.pdf. This description forms part of our auditor’s report. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 18 to 25 of the directors’ report for the year ended 30 June 2017. In our opinion, the Remuneration Report of Praemium Limited, for the year ended 30 June 2017, complies with section 300A of the Corporations Act 2001. 72 Praemium Annual Report 2017 Information Other than the Financial Report and Auditor’s Report Thereon The Directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2017, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and 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 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/ar1.pdf. This description forms part of our auditor’s report. Report on the Remuneration Report We have audited the Remuneration Report included in pages 18 to 25 of the directors’ report for Opinion on the Remuneration Report the year ended 30 June 2017. In our opinion, the Remuneration Report of Praemium Limited, for the year ended 30 June 2017, 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. GRANT THORNTON AUDIT PTY LTD Chartered Accountants B. L. Taylor Partner - Audit & Assurance Melbourne, 14 August 2017 73 Praemium Annual Report 2017 Additional disclosures required or recommended by the listing rules & Corporations Act Top 20 Shareholders RANK NAME 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 NATIONAL NOMINEES LIMITED CITICORP NOMINEES PTY LIMITED HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED BNP PARIBAS NOMS PTY LTD MR MICHAEL BERNARD OHANESSIAN MR DONALD WILLIAM STAMMER J P MORGAN NOMINEES AUSTRALIA LIMITED SUPERTCO PTY LTD RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LTD MEROMA PTY LIMITED UBS NOMINEES PTY LTD COWEN SUPERANNUATION FUND PTY LTD DCM BLUELAKE PARTNERS PTY LTD RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED EPR SUPERANNUATION FUND PTY LTD JILLIBY PTY LTD SUPERFOS PTY LTD EMHAL PTY LTD DW & LC STAMMER PTY LTD 20 DAVID SIMMONDS FRANKS TOTAL Balance of Register GRAND TOTAL 31 JULY 2017 67,223,545 26,250,109 23,457,457 14,500,564 14,295,245 11,624,866 7,638,227 7,000,000 6,078,697 5,353,304 5,000,000 4,654,000 3,750,000 3,451,886 3,370,408 3,197,550 3,000,000 2,600,000 2,510,290 2,222,223 %IC 16.9% 6.6% 5.9% 3.6% 3.6% 2.9% 1.9% 1.8% 1.5% 1.3% 1.3% 1.2% 0.9% 0.9% 0.8% 0.8% 0.8% 0.7% 0.6% 0.6% 217,178,371 181,358,426 398,536,797 54.5% 45.5% 100.0% Substantial Holdings There are 398,536,797 ordinary shares on issue in the capital of the Company at the date of this report. There are no other classes of shares currently on issue other than ordinary shares. Each holder of ordinary shares has the right to attend and vote at general meetings of the Company in person, by representative or by proxy. On a show of hands, each member entitled to be present has one vote. If the shareholder is represented by more than one person, they will still only have one vote on a show of hands. On a poll, each ordinary share represents one vote. Details of all options and performance rights on issue as at the end of the financial year are set out in Note 23 to the Accounts. As at the date of this report, the names of the substantial holders in the Company and the number of ordinary shares to which each substantial holder and its associates have a relevant interest as disclosed in substantial holding notices given to the Company are set out below: PARADICE INVESTMENT MANAGEMENT AUSTRALIAN ETHICAL FUND 32,681,714 21,017,055 8.2% 5.3% 74 Praemium Annual Report 2017The following table shows the number of holders of each class of equity securities as at the date of this report and how those holdings are distributed: Ordinary Shares RANGE 100,001 and over 10,001 to 100,000 5,001 to 10,000 1,001 to 5,000 1 to 1,000 Total SECURITIES NO. OF HOLDERS NUMBER % NUMBER 332,843,821 58,343,202 5,124,492 2,157,055 68,227 83.6% 14.6% 1.3% 0.5% 0.0% 330 1,644 619 642 139 % 9.8% 48.8% 18.3% 19.0% 4.1% 398,536,797 100.0% 3,374 100.0% Performance Rights (includes EMI Options, including those that have vested but have not yet been exercised) RANGE 100,001 and over 10,001 to 100,000 5,001 to 10,000 1,001 to 5,000 1 to 1,000 Total SECURITIES NO. OF HOLDERS % NUMBER NUMBER 5,965,698 1,365,940 78,871 56,535 750 79.9% 18.3% 1.0% 0.8% 0.0% 7,467,794 100.0% 17 48 11 16 1 93 % 18.3% 51.6% 11.8% 17.2% 1.1% 100.0% 75 Praemium Annual Report 2017CORPORATE INFORMATION Registered office and principal place of business The registered office of the Company is Praemium Limited, Level 19, 367 Collins Street, Melbourne, VIC 3000. Phone: 1800 571 881 Fax: +613 8622 1200 Website: www.praemium.com.au Board of Directors Barry Lewin Stuart Robertson Daniel Lipshut Share Registry CEO Michael Ohanessian Company Secretary Paul Gutteridge Link Market Services: Level 12, 680 George Street, Sydney, NSW 2000. Phone: Within Australia: 1300 554 474 Outside Australia: +61 2 8280 7111 Auditor Grant Thornton: The Rialto, Level 30, 525 Collins St, Melbourne, VIC 3000. Phone: +613 8663 6000 76 Praemium Annual Report 2017 NOTES 77 Praemium Annual Report 2017PRAEMIUM LIMITED Head Office Level 19, 367 Collins St, Melbourne, VIC 3000 T 1800 571 881 E support@praemium.com..au W www.praemium.com.au 78 Praemium Annual Report 2017

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