Corum Group Annual Report 2017 For personal use only For personal use only Corum Group Limited ABN 25 000 091 305 Contents Chairman’s letter to shareholders Chief Executive Officer’s report Directors’ report Auditor’s independence declaration Statement of profit or 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 Independent auditor’s report Shareholder Information Corporate directory Page 2 3 6 16 18 19 20 21 22 48 49 54 56 General information The financial statements cover Corum Group Limited as a Group consisting of Corum Group Limited and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is Corum Group Limited’s functional and presentation currency. Corum Group Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is: Level 20 347 Kent Street Sydney NSW 2000 A description of the nature of the Group’s operations and its principal activities are included in the directors’ report, which is not part of the financial statements. The financial statements were authorised for issue, in accordance with a resolution of directors, on 31 August 2017. The directors have the power to amend and reissue the financial statements. Corum Group Limited Annual Report 2017 1 For personal use only Chairman’s letter to shareholders Dear Shareholders Despite the outcome for the 2017 financial year, the company has made substantial progress on its previously announced intentions to address the causes of Corum’s decline in performance, produce a new suite of software products and to analyse growth possibilities in its businesses. The focus in the first half of the year was on internal systems, product upgrades and on the development of new product. In the second half of the financial year David Clarke was appointed as CEO. David has expanded the work programs underway and initiated a formal strategic review of all aspects of the business. This review was completed in June 2017. The company has taken the following key imperatives from the strategic review: • Ensuring the customer remains clearly at the center of everything Corum does – from product design to customer support. • Adapting the business to firstly and clearly meet the the cost of service including reducing competition, provision. • Adhering to a defined ‘Corum Clear’ product road map that is focussed on the core competency of pharmacy dispense, Point of Sale, group head-office management and reporting. Corum also recognises that there are significant changes occurring in the nature and manner in which services are provided to pharmacies, and that competitive pressures on the vendors and customers are modifying addressable and possible target markets. Overall they are making it necessary for all providers to innovate. Individual providers who are not flexible and do not innovate will not meet market expectations. Corum continues with its willingness to consider opportunities to acquire, merge, or partner with other parties where it adds value to Corum’s customers and shareholders. Whether this willingness will lead to a substantial transaction is not certain. Irrespective of such considerations, Corum will continue to progress its own business and is structuring its operations to do so. The opportunity for Corum to expand the eCommerce business within its chosen markets has been assessed as low. Further investment in the eCommerce sector is therefore not currently contemplated. However, the board and management will continue to consider all possibilities for that business. The Company has recorded a non-cash impairment charge of $6.3 million against historical goodwill. This reflects many factors, including the competitive environment. In particular, the board took into account the impact on existing products of the planned release of the new Corum Clear software that will offer enhanced capabilities to pharmacy customers. On behalf of my fellow directors I would like to thank shareholders, management, staff and our external partners for their continued dedication and support toward Corum. Finally, I thank new and existing customers for their belief in the Corum products, and for the confidence shown in Corum by those customers who have recently returned to us from other software providers. Yours sincerely Bill Paterson Chairman 31 August 2017 2 2 Corum Group Limited Annual Report 2017 For personal use only Chief Executive Officer’s report Corum’s financial results for FY17 were mixed and overall • Planned and substantially advanced the design of the remain unsatisfactory. Corum achieved an improved net Corum Clear suite of products. This will be led by a new profit after tax of $400,000 (excluding goodwill impairment of dispense platform and cloud based reporting and analytics. $6.3 million), which compares to $27,000 in the prior year. With elements due for release in FY18, this product suite The statutory loss for the year, including impairment, was $5.9 million. Sales revenue declined 12% as a result of will underpin the long-term future of Corum within the pharmacy software solutions business. increasing pricing pressure and the migration of members of New Leadership Team pharmacy groups and real estate agents to other vendors. Directors have determined that a non-cash impairment charge of $6.3 million is required to reflect the impairment of Corum’s historical goodwill. Factors leading to the impairment include the new Corum Clear product suite that (over time) will replace the existing products to which goodwill relates. Consideration has also been given to the longer term impact of continued competitive pressure and changing industry conditions. During FY17 Corum invested $1.7 million in Corum Clear related research and development, of which $1.4 million has been capitalised. It invested a further $1.6 million in developing and maintaining the existing LOTS, RPM and AWD (Amfac) products during the year. These costs are fully expensed. Corum remains on a sound financial footing with cash at bank of $8.1 million (2016: $9.6 million). Net assets after the goodwill impairment are $14 million (2016: $20 million). Change Program A new leadership team was established in FY17 and has been tasked with applying their vision, energy and expertise to a transformation of the business, products, and execution of the strategic plan. The immediate core goals for the leadership team are the achievement of revenue targets, the delivery to market of products to plan and on time, a reduction in cost to serve and establishing a clear path to future growth. Re-Shaping the Business In the second half of FY17 Corum embarked on a series of operational programs to address business performance. These focussed on the leadership team, product performance, product direction and development, customer engagement, marketing, and internal business improvement. In parallel a comprehensive strategic review of the business was undertaken. The outcome was delivered to the Board during June 2017 and the recommendations were fully adopted. In mid-2016 Corum advised shareholders it was undertaking a substantial change program. This program focussed on both Execution on the plan commenced immediately. incremental gains and wide-ranging, coordinated product and eCommerce Strategy process improvement. Changes achieved in the first half of FY17 include: • Replacement of internal legacy systems at a cost of $0.7 million. This de-risked the company from data loss and provided a modern platform from which to more efficiently operate the business. During the first half of 2017 the eCommerce business finalised and released a mobile payment app. The app is marketed through real estate agents, and directly to cardholders through email and the fifteen plus websites they access. The adoption of the app has been satisfactory. Corum Group Limited Annual Report 2017 3 For personal use only After a full consideration of the eCommerce strategic review, Product Development and Road Map the directors have taken the decision not to invest further in the eCommerce business at this stage. It will continue to operate in its current state whilst it is making a positive contribution to Product performance is crucial to maintaining customer confidence. Rigorous new process disciplines have been established around Corum product enhancements, releases Corum’s overall results. Health Services Strategy and testing procedures. By April 2017 most customer sites had been successfully The Health Services strategy was developed within the context upgraded to a new version of LOTS PoS and Dispense that of pharmacy sector trends over recent years that are driving focussed almost entirely on improvements in performance. This and accelerating change for all participants. release established a solid foundation for further enhancements The historically fragmented pharmacy sector is consolidating and new features that are now following. into major pharmacy groups whose ambitions are for significant Corum has added specialist resources to the team to embed scale and reach. They are often owned by or aligned with a major human centred design thinking into the design processes, and wholesaler. These groups expect a high level of performance is drawing on the support of our pharmacy advisory groups to from their software vendors and an enterprise level focus. They help guide product direction and development. wish to pursue sole vendor arrangements for their members and have varying degrees of capability to ensure compliance. In March 2017 prototypes of the new Corum Clear products were displayed at the Australian Pharmacy Professionals The software vendor landscape comprises several larger players industry conference (APP). Feedback was very positive. Cloud providing core dispense and Point of Sale (PoS) solutions, Reporting has been successfully deployed in pilot sites since including Corum and Telstra Health, with up to ten vendors in mid-July 2017. Clear Dispense remains on track for its 2018 total vying for a share of the market of ~5,500 customers. release, and Head Office and PoS products are under way. With the financial pressure on pharmacies and the rapidly In FY17 Corum continued to invest and maintain the LOTS, changing technology landscape in mind, it is evident that RPM and AWD (Amfac) products. The result has been a range the industry cannot profitably support such a large number of product improvements, enhancements and new products of vendors. This creates pressure for alignment and in turn which have been either already released or are close to release, provides both opportunity and risk for Corum. with more in the pipeline in FY18. Corum is committed to Business Transformation Corum must improve revenue and operational performance while reducing cost to serve. This imperative is driving the internal transformation program to prepare the business to operate effectively with a reduced costs base, and yet maintain service levels and allow continued continue the support and development of these platforms for the foreseeable future. One of the cornerstone developments has been the Corum Safeguard product, and its subsequent upgrade, Safeguard Plus. This innovative box hosts the main LOTS software; providing a stable, manageable hardware layer which ensures the customer’s applications and data is regularly backed-up investment in existing and new product. securely to the cloud. The transformation plan includes a significant focus on sales, marketing and brand management to improve all aspects of the company’s performance. Designed with Corum Clear in mind, this product will form the basis of a local-cloud hybrid system to ensure speed and connectivity is not compromised in store. At the end of June 2017 approximately $1 million of savings available within the FY17 cost base was identified and actioned. 44 Corum Group Limited Annual Report 2017For personal use only The Safeguard product went on general release in July 2016, with the upgraded Safeguard Plus launched in July 2017. The product has been much sought after with already approximately 180 customers signed up. Corum’s product road map combines a focus on Corum’s core expertise in pharmacy and group head-office software with the intention to enter strategic partnerships with other software providers offering complementary products. This enables delivery of best of breed solutions with closely integrated software that supports the success of our customers’ businesses. Corum has entered into a number of significant partnerships in the past six months and is in active discussion with others. During FY18 Corum expects to progressively become a leaner, more focussed organisation; delivering improvements in profitability and the ability to fund further investment. Corum also seeks to reaffirm its position as a preferred and trusted software provider, and to strengthen its connections with pharmacy groups. David Clarke Chief Executive Officer 31 August 2017 5 Corum Group Limited Annual Report 2017For personal use only Directors’ report The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the ‘Group’) consisting of Corum Group Limited (referred to hereafter as the ‘Company’ or ‘parent entity’) and the entities it controlled at the end of, or during, the year ended 30 June 2017. Directors The following persons were directors of Corum Group Limited during the whole of the financial year and up to the date of this report, unless otherwise stated: Bill Paterson (Chairman) Gregor Aschoff Matthew Bottrell Information on directors Name: Bill Paterson Title: Chairman and Non-Executive Director Qualifications: BE (Civil) Hons Experience and expertise: A Civil engineer by training, Bill has extensive experience in the planning, design and implementation of a wide range of civil infrastructure and building projects in the commercial, industrial and energy related sectors; and is one of the initial partners of engineering consultancy firm Worley Parsons. He is also an experienced investor and entrepreneur. Other current directorships: None Former directorships (last 3 years): Former non-executive director of Intra Energy Corporation Limited (ASX: IEC) (resigned 7 October 2015). Special responsibilities: Member of Remuneration and Nomination Committee. the Audit and Risk Committee and Interests in shares: 140,054,379 ordinary shares Name: Gregor Aschoff Title: Executive Director Qualifications: BEc, MBA, GAICD Experience and expertise: From 2003 to 2016 Gregor served as a senior executive for a global consumer electronics and telecommunications company. He has extensive expertise in both retail and Information Technology (‘IT’), including software development and system optimisation. Other current directorships: None Former directorships (last 3 years): None Special responsibilities: None Interests in shares: 1,546,881 ordinary shares Name: Matthew Bottrell Title: Non-Executive Director Qualifications: BBus, MTL, ASA, GAICD Experience and expertise: Matthew has an extensive background in strategy and investment management across Australia and Europe. He is currently a non-executive director of Future Capital Development Fund, an early stage technology fund, and MyGuestList Pty Ltd. Previously, Matthew was the non- executive Chairman of SMS Central. Other current directorships: None Former directorships (last 3 years): None Special responsibilities: Chairman of the Audit and Risk Committee and Remuneration and Nomination Committee. Interests in shares: 57,000 ordinary shares ‘Other current directorships’ quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated. ‘Former directorships (last 3 years)’ quoted above are directorships held in the last 3 years for listed entities only and excludes directorships of all other types of entities, unless otherwise stated. 6 6 Corum Group Limited Annual Report 2017 For personal use only Directors’ report continued Company Secretary Name: David Clarke Title: Company Secretary and Chief Executive Officer Qualifications: BCom, DipGrad, CA, GAICD Experience and expertise: David has many years’ experience in executive financial and company secretarial roles in Australia and overseas, and has diverse industry experience including retail and healthcare. David was appointed Chief Executive Officer on 26 January 2017 and was the Group’s Chief Financial Officer between 2013 and 2017. Principal activities During the financial year the principal continuing activities of the Group consisted of: • Software development with particular emphasis on point-of-sale and pharmaceutical dispensing software, services and associated computer hardware; and support • Financial gateway providing transactional processing for electronic bill payments, funds transfer and processing services to the real estate industry and other corporate clients. Operating results The after tax profit for the Group before impairment of goodwill amounted to $400,000 (2016: $27,000) and the statutory loss for the Group after providing for income tax amounted to $5,877,000 (2016: profit of $27,000). Dividends There were no dividends paid, recommended or declared during the current or previous financial year or subsequent to the end of the financial year. Review of operations The Corum Group operates two distinct businesses: Corum Health Services which develops and distributes business software for the Pharmacy industry; and Corum eCommerce which develops and manages financial transaction processing services, primarily for the real estate industry. Health Services revenue flows from the sale of software and hardware, recurring charges for maintenance and support, and an investment in an entity which provides other technology services to pharmacies. eCommerce revenue is derived from recurring service charges and transaction-based fees. Net loss after tax for the year amounted to $5.9 million. Excluding goodwill impairment of $6.3 million, the net profit after tax amounted to $400,000; this compares to $27,000 in the prior year. The directors have determined that an impairment charge of $6.3 million should be applied against Corum’s goodwill. The goodwill relates to the 1991 acquisitions of the Lockie Computer business by Pharmasol Pty Limited and the Amfac business by Amfac Pty Limited. It is the legacy products of those businesses that form the Cash Generating Unit. The impairment calculation takes into account the impact on the existing business of the new Corum Clear suite of products being introduced in FY18, and the impact on revenue of competitive pressures and changing industry conditions. During the second half of FY17, the new Corum Clear Dispense and cloud reporting products had progressed to the stage where they were considered to be in full development. As a result Corum has capitalised the associated development costs. The Research and Development (R&D) expenditure on these products during to $1.7 million with $1.4 million being capitalised as an intangible asset. the year amounted Overall, revenue for the year was $14.8 million, a decline of 12% on the prior year. Specifically, eCommerce revenue declined by 17% to $2.8 million as real estate customers continued to be drawn to the broader services offered by banks and the increasing capability of in-house systems to transact directly. Revenue in the Health Services segment declined by 10% to $11.8 million. Corum has been unsuccessful in a number of group tender processes over the past two years. While site losses are stabilising outside of these groups, Corum is experiencing ongoing revenue erosion as members of these groups transition to the chosen provider. Industry trends affecting the sector include competitive price pressure, the concentration of pharmacies into groups, and groups wishing to pursue sole vendor arrangements for their members. Health Services revenue was also impacted by the combination of price pressure on licence fees and the business decision to reduce reliance on the low margin hardware sales, representing 37% of the total sales revenue reduction. 7 Corum Group Limited Annual Report 2017For personal use only Directors’ report continued Review of operations continued Profit before impairment and income tax in FY17 amounted to $1.7 million which compares to $2.7 million in the prior year. to Major overhead expense categories are flat or falling last year. Reduced hardware sales compared contributed to savings in material and consumables of $0.4 million. Organisational changes and focus on new products lead to reductions in employment $0.3 million. Unused computer equipment accounted for much of the $0.2 million depreciation increase over the prior year and their disposal resulted in a loss on sale of fixed assets of $0.2 million. In terms of the Statement of Financial Position, cash on hand at the end of the financial year was $8.1 million, being a net decrease of $1.5 million. Cash used during the year included a $1.7 million investment in new software product development, and a $0.7 million of capitalised internal hardware and systems upgrades. Income Tax Receivable of $1.4 million comprises the current year tax charge $0.7 million offset by a refundable Research and Development (R&D) Tax Incentive for FY17 of $2.1 million. To record the Government R&D tax incentive, an R&D tax benefit is disclosed against expenses and a corresponding tax offset included within the year’s income tax expense. The differential is the net incentive. The increase in these amounts from the prior year reflects the additional eligible R&D expenditure arising from the Corum Clear projects and specific work on the existing product range. It also includes any under or over estimation of amounts calculated in the prior year. Outlook Corum completed a strategic review of the business in the second half of FY17 and the recommendations have been adopted by management and the board. As a result, the directors have decided at this stage not to invest further in the eCommerce business. the Health Services business, Corum has Within accelerated and consolidated activity improve operational effectiveness (‘transformation program’), to create a leaner, more-focussed organisation. to This transformation program is designed to adapt the organisation to its revenue base while maintaining service levels, continuing development programs, and improving revenue outcomes. This involves systematic activity to reduce the cost-to-serve, invest in existing and new products, and engage more effectively with the customer base. The long term impact of a number of unsuccessful pharmacy group tenders is yet to be determined. Corum is actively pursuing strategies to retain pharmacies within these groups, particularly as other vendors are struggling to deliver promised software upgrades and/or manage the increase in demands on their business. A long standing Corum customer, and one of Australia’s most successful pharmacy groups, has developed and deployed their own software system at the end of FY17. This represents a reduction in revenue of approximately 4% in FY18. New Corum Clear products are due for release during FY18 but are not expected to contribute significantly to revenue in the coming year. In the meantime Corum continues to invest in its existing platforms with additional features and upgrades planned throughout FY18. Significant changes in the state of affairs In the opinion of the directors, there were no significant changes in the state of affairs of the Group that occurred during the financial year under review not otherwise disclosed in the Directors’ Report or the accompanying financial statements. There were no other significant changes in the state of affairs of the Group during the financial year. Matters subsequent to the end of the financial year No matter or circumstance has arisen since 30 June 2017 that has significantly affected, or may significantly affect the Group’s operations, the results of those operations, or the Group’s state of affairs in future financial years. Likely developments and expected results of operations Information regarding likely developments, prospects or business strategies of the Group in future financial years is set out in the review of operations and elsewhere in the Annual Report, insofar as such information does not result in unreasonable prejudice to the Group. 8 Corum Group Limited Annual Report 2017For personal use only Directors’ report continued Meetings of Directors The number of meetings of the Company’s Board of Directors (‘the Board’) and of each Board committee held during the year ended 30 June 2017, and the number of meetings attended by each director were: Full Board Attended 8 10 10 Held 10 10 10 Audit and Risk Committee Remuneration and Nomination Committee Attended Held Attended Held 2 – 2 2 – 2 2 – 2 2 – 2 Bill Paterson Gregor Aschoff Matthew Bottrell Held: represents the number of meetings held during the time the director held office or was a member of the relevant committee. The Chief Executive Officer is invited to and attends meetings of both committees, where appropriate. Indemnity and insurance of officers The Company has indemnified the directors and some executives of the Company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith. During the financial year, the Company paid a premium in respect of a contract to insure the directors and executives of the Company against a liability to the extent permitted by the Corporations Act 2001. Indemnity and insurance of auditor The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor. During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity. Proceedings on behalf of the Company No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. The company was not a party to any such proceedings during the year. Non-audit services Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in note 5 to the financial statements. The directors are satisfied that the provision of non- audit services during the financial year, by the auditor (or by another person or firm on the auditor’s behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are of the opinion that the services as disclosed in note 5 to the financial statements do not compromise the external auditor’s independence requirements of the Corporations Act 2001 for the following reasons: • all non-audit services have been reviewed and approved by the Audit and Risk Committee to ensure that they do not impact the integrity and objectivity of the auditor; and • none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards. Auditor’s independence declaration A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors’ report. Auditor BDO East Coast Partnership continues in office in accordance with section 327 of the Corporations Act 2001. 9 Corum Group Limited Annual Report 2017For personal use only Directors’ report continued Corporate governance statement The Corum Group Limited Corporate Governance Statement discloses how the Company complies with the ASX Corporate Governance Council Corporate Governance Principles and Recommendations (3rd Edition), and sets out the Company’s main corporate governance practices. This statement has been approved by the Board and is current as of 31 August 2017. The Company’s Corporate Governance Statement can be found on the Company website at: www.corumgroup.com.au/investors. Rounding of amounts The Company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to ‘rounding- off’. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. Remuneration report (audited) The remuneration report details the key management personnel remuneration arrangements for the Group, in accordance with the requirements of the Corporations Act 2001 and its Regulations. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all directors. The remuneration report is set out under the following main headings: • Principles used to determine the nature and amount of remuneration • Details of remuneration • Service agreements • Share-based compensation • Additional information • Additional disclosures relating to key management personnel. Principles used to determine the nature and amount of remuneration The Company provides appropriate rewards to attract and retain high quality and committed employees. Base salaries and any incentives of executives are determined at the discretion of the Remuneration and Nomination Committee having regard to the nature of each role, and the experience and performance of the individual. The objective of the Company’s executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. In considering this the directors look to satisfy the following key criteria: • competitiveness and reasonableness; • acceptability to shareholders; • link to performance and creation of value to shareholders; and • transparency. The Remuneration and Nomination Committee consists of two non-executive directors who are responsible for determining and reviewing remuneration arrangements for the Group’s directors and executives, and oversight the of hiring and Company. The remuneration philosophy is to attract, motivate and retain high performing quality employees. remuneration practices within Non-executive directors remuneration Fees and payments to Non-executive Directors reflect the demands and responsibilities of their role. Non- executive Directors are paid an annual fee and additional fees where they act as a member of or chairman of a committee. Non-executive Directors’ fees and payments are reviewed periodically by the Remuneration and Nomination Committee. The Remuneration and Nomination Committee may, from time to time, receive advice from independent remuneration consultants to ensure Non-executive Directors’ fees and payments are appropriate and in line with the market. The Chairman’s fees are determined independently to the fees of other Non-executive Directors based on comparative roles in the external market. The Chairman is not present at any discussions relating to the determination of their own remuneration. Non-executive Directors do not receive share options or other incentives. ASX listing rules require the aggregate Non-executive Directors’ remuneration be determined periodically by a general meeting. The shareholders have approved a maximum aggregate remuneration of $800,000 per annum, including minimum superannuation contribution and equity based remuneration. Executive remuneration The Company aims to reward executives based on their position and responsibility, with a level and mix of remuneration which has both fixed and variable components where appropriate. 10 Corum Group Limited Annual Report 2017For personal use only Directors’ report continued Remuneration report (audited) continued The executive remuneration and reward framework has four components: • base pay and non-monetary benefits; • short-term performance incentives; • share-based payments; and • other remuneration such as superannuation and long service leave. The combination of these comprises the executive’s total remuneration. remuneration, consisting of base salary, Fixed is superannuation and non-monetary benefits, reviewed annually by the Remuneration and Nomination Committee based on individual and business unit performance, the overall performance of the Group and comparable market remunerations. Executives may receive their fixed remuneration in the form of cash or other fringe benefits (for example motor vehicle benefits) where it does not create any additional costs to the Group and provides additional value to the executive. The short-term incentives (‘STI’) in the form of short- term bonuses are at the discretion of the Remuneration and Nomination Committee and are dependent on the performance of the individual, business unit performance, and the overall performance of the Group. The long-term incentives (‘LTI’) include long service leave, performance rights and share options. The maximum number of performance rights and share options that may be issued by the directors pursuant to the respective plan shall not exceed 5% of the number of shares in issue. There are no voting or dividend rights attached to performance rights or options prior to their exercise. Performance rights: The performance rights plan, approved by shareholders, allows for the Company to grant performance rights to selected participants. A performance right is a right to acquire a share in the Company, subject to the satisfaction of certain conditions which are set out when issued to the participant. To facilitate and manage the performance rights under the plan, and the subsequent issue of shares on exercise of performance rights, the Company established the Corum Group Employee Share Scheme Trust. Performance rights are subject to both the plan rules and the terms of the trust deed. Performance rights are subject to a service condition of continuous employment from grant date to vesting date. Share options: Under the terms of the employee share option plan, the directors may, at their sole discretion, issue options to selected eligible participants. The rights to exercise options may be subject to a number of conditions, including the option holder remaining an eligible participant during the exercise period. No performance rights or share options were granted during the financial year. Use of remuneration consultants During the financial year the Company did not engage any remuneration consultants to review its existing remuneration policies or for any other purpose. Voting and comments made at the Group’s 2016 Annual General Meeting (‘AGM’) At the 2016 AGM, 92% of shares voted to support the adoption of the remuneration report for the year ended 30 June 2016. The Company did not receive any specific feedback at the AGM regarding its remuneration practices or the remuneration report. A number of shareholders, representing 86% of shares available to vote on the resolution, abstained from voting to express their concern with the company’s performance. 11 Corum Group Limited Annual Report 2017For personal use only Directors’ report continued Remuneration report (audited) continued Details of remuneration Amounts of remuneration Details of the remuneration of key management personnel of the Group are set out in the following tables. 2017 Non-Executive Directors: Bill Paterson (Chairman) Matthew Bottrell Executive Directors: Gregor Aschoff Other Key Management Personnel: David Clarke(i) Peter Wilton (ii) Andrea Tustin (iii) Vickie Edwards (iv) Anil Roychoudhry (v) Mark Rees (vi) Richard Howarth (vii) Claude Matthews (viii) Short term benefits Annual leave entitlement $ Cash bonus $ Salary and fees $ Post-employment benefits Share-based payments Superannuation $ Equity settled $ Total $ 126,000 90,000 – – 198,461 (4,744) 258,469 228,647 80,249 30,513 209,192 80,000 242,190 180,117 1,723,838 9,323 – 6,045 2,699 11,074 6,650 – – 31,047 – – – – – – – – – – – – – 8,550 18,854 21,473 21,122 7,624 2,899 19,873 7,600 22,830 9,062 139,887 – – – 126,000 98,550 212,571 4,794 – – – – – – – 4,794 294,059 249,769 93,918 36,111 240,139 94,250 265,020 189,179 1,899,566 (i) David Clarke – Chief Executive Officer (appointed to this position 24 January 2017), Chief Financial Officer (until 12 February 2017), and Company Secretary. Performance related remuneration was 2%. (ii) Peter Wilton – Chief Executive Officer (stepped down as Chief Executive Officer 24 January 2017 and ceased employment 24 April 2017). Salaries and fees include accrued annual leave entitlements of $6,308. (iii) Andrea Tustin – Interim Chief Financial Officer (appointed to this position 13 February 2017) (iv) Vickie Edwards – General Manager Sales and Marketing (appointed 8 May 2017) (v) Anil Roychoudhry – Chief Technology Officer (appointed 4 July 2016) (vi) Mark Rees – Systems Administration Manager (appointed to this position 1 January 2017) (vii) Richard Howarth – Head of Sales, Marketing and Communication (ceased employment 1 May 2017). Salaries and fees include termination pay of $57,077 and accrued annual leave entitlements of $123. (viii) Claude Matthews – Manager IT Infrastructure (ceased employment 30 December 2016). Salaries and fees include termination pay of $77,949, accrued long service leave entitlements of $25,546, and annual leave entitlements of $914. 1212 Corum Group Limited Annual Report 2017For personal use only Directors’ report continued Remuneration report (audited) continued 2016 Short term benefits Annual leave entitlement $ Cash bonus $ Salary and fees $ Post-employment benefits Share-based payments Superannuation $ Equity settled $ Non-Executive Directors: Bill Paterson (Chairman) Matthew Bottrell (i) Michael Cleary (former Non- Executive Director) 126,911 122,936 22,500 – – – Executive Directors: Gregor Aschoff David Tonuri (former Managing Director and Chief Executive Officer) Mark Talbot (former Managing Director and Chief Executive Officer) Other Key Management Personnel: Peter Wilton (ii) David Clarke Richard Howarth Paul Coe (iii) Claude Matthews 141,285 8,702 177,616 121,041 121,406 240,000 174,346 220,395 160,000 1,628,436 – – 8,570 17,354 (2,130) – 5,062 37,558 – – – – – – – – – – – – – 3,762 – 9,147 – 9,856 11,686 22,800 5,353 19,426 14,966 96,996 – – – – – – – 12,610 – 943 943 Total $ 126,911 126,698 22,500 159,134 177,616 130,897 141,662 292,764 177,569 240,764 180,971 14,496 1,777,486 (i) Matthew Bottrell’s salary and fees for the year include $50,000 for consultancy services provided to the Company. (ii) Peter Wilton was appointed on 11 March 2016. Salary and fees for the year include $37,420 for consultancy services provided to the Company prior to his appointment. (iii) Paul Coe – Chief Information Officer (resigned 24 June 2016). Salary and fees include $13,492 relating to accrued leave entitlements. Unvested performance rights lapsed. Service agreements Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these agreements are as follows: Name: Title: Agreement commenced: Term of agreement: Details: David Clarke Company Secretary and Chief Executive Officer 24 January 2017 Ongoing Annual base salary of $282,000, excluding statutory superannuation, reviewed annually. Either party may terminate the employment with four months written notice; or immediately in the event of misconduct or other sufficient cause. Subject to certain restrictive covenants and restraints for a period of up to 24 months. Other senior executives are employed under contracts with termination periods between one and four months and are eligible for their statutory employee entitlements upon termination. Certain employment are subject to restraints and other activities for an agreed period following termination. The executives may also participate in the Group’s bonus incentive scheme as applicable from time to time. 13 Corum Group Limited Annual Report 2017For personal use only Directors’ report continued Remuneration report (audited) continued Share-based compensation Issue of shares There were no shares issued to directors and other key management personnel as part of compensation during the year ended 30 June 2017. Performance rights The Corum Group Performance Rights Plan allows the Company to grant performance rights to Participants. A performance right is a right to acquire a Share (being a “Plan Share”), subject to the satisfaction of certain conditions which will be set out in each invitation to acquire performance rights. Together, the maximum number of performance rights and share options which may be issued by the directors pursuant to the respective plans shall not exceed 5% of the number of shares on issue. Performance rights holding To facilitate and manage the issue of performance rights under the Plan, and the subsequent issue of Plan Shares on exercise of performance rights, the Company has established the Corum Group Employee Share Scheme Trust (“Trust”). A grant of Plan Shares under the Plan is subject to both the Plan Rules and the terms of the trust deed. The Board has discretion to make grants at any time, including on the commencement of employment by a person deemed by the Board to be eligible to participate in the Plan. The terms of any future offers may vary. There are no voting or dividend rights attached to the performance rights. There were no performance rights granted during the year in relation to key management personnel. The number of performance rights over ordinary shares in the Company held during the financial year by each director and other members of key management personnel of the Group, including their personally related parties, is set out below: Balance at the start of the year Granted Exercised Expired/ forfeited/ other Balance at the end of the year David Clarke 250,000 – (250,000) – – The terms and conditions of each grant of performance rights over ordinary shares affecting remuneration of directors and other key management personnel in this financial year or future reporting years are as follows: Number of rights granted David Clarke 250,000 Shares issued on the exercise of performance rights Grant date 27/11/13 Vesting date and exercise date 26/11/16 250,000 ordinary shares of Corum Group Limited were issued during the year ended 30 June 2017 and up to the date of this report on the exercise of performance rights. 14 Corum Group Limited Annual Report 2017For personal use only Directors’ report continued Remuneration report (audited) continued Additional disclosures relating to key management personnel Shareholding The number of shares in the Company held during the financial year by each director and other members of key management personnel of the Group, including their personally related parties, is set out below: Ordinary shares: Bill Paterson Matthew Bottrell Gregor Aschoff David Clarke Vickie Edwards Peter Wilton Claude Matthews Balance at the start of the year Received as part of remuneration Additions ** Disposals/ other * Balance at the end of the year 140,054,379 57,000 496,881 6,500 – 165,000 356,500 141,136,260 – – – – – – – – – – 1,050,000 250,000 6,500 – – – – – – – (165,000) (356,500) 140,054,379 57,000 1,546,881 256,500 6,500 – – 1,306,500 (521,500) 141,921,260 * Disposal/other may represent physical disposal of shares, or cessation as a key management personnel. ** Additions may represent physical acquisition of shares, or shareholding on commencement as a key management personnel. None of the shares included in the table above are held nominally. Additional Information The results of the Group for the five years to 30 June 2017 are summarised below: Sales revenue Profit/(loss) after income tax Total equity Cash on hand Borrowings 2013 $’000 20,226 6,335 16,358 8,884 – 2014 $’000 18,890 4,274 18,874 11,913 – 2015 $’000 17,898 4,630 19,931 12,069 – 2016 $’000 15,553 27 19,908 9,577 – 2017 $’000 13,507 (5,877) 13,976 8,098 – The factors that are considered to affect total shareholders return (‘TSR’) are summarised below: Share price at financial year end (cents) Basic earnings per share (cents per share) 2013 18.50 2.60 2014 14.00 1.70 2015 15.00 1.80 2016 11.00 0.01 2017 4.00 (2.30) This concludes the remuneration report, which has been audited. This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001. On behalf of the directors Bill Paterson Chairman 31 August 2017 Sydney Matthew Bottrell Director 15 Corum Group Limited Annual Report 2017For personal use only 1616 Corum Group Limited Annual Report 2017For personal use only Financial Statements 17 Corum Group Limited Annual Report 2017For personal use only Statement of profit or loss and other comprehensive income FOR THE YEAR ENDED 30 JUNE 2017 Revenue Expenses Materials and consumables used Employee benefits expenses Occupancy costs Marketing expenses Depreciation and amortisation expense Loss on disposal of fixed assets Share-based payments Research and development tax benefit Other expenses Note 3 4 4 4 6 Consolidated 2017 $’000 2016 $’000 14,756 16,792 (1,419) (9,990) (1,045) (539) (409) (219) 55 2,252 (1,769) (1,881) (10,329) (1,123) (533) (172) – 50 1,716 (1,832) Profit before impairment and income tax expense 1,673 2,688 Impairment of goodwill 13 (6,277) – (Loss)/profit before income tax expense (4,604) 2,688 Income tax expense 6 (1,273) (2,661) (Loss)/profit after income tax expense for the year attributable to the owners of Corum Group Limited Other comprehensive income for the year, net of tax Total comprehensive income for the year attributable to the owners of Corum Group Limited Basic earnings per share Diluted earnings per share 7 7 (5,877) – (5,877) Cents (2.3) (2.3) 27 – 27 Cents 0.0 0.0 The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes. 1818 Corum Group Limited Annual Report 2017For personal use only Statement of financial position AS AT 30 JUNE 2017 ASSETS Current assets Cash and cash equivalents Trade and other receivables Inventories Income tax receivable Other Total current assets Non-current assets Other Financial assets Property, plant and equipment Intangibles Deferred tax assets Security deposits Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables Provisions Deferred revenue Total current liabilities Non-current liabilities Provisions Total non-current liabilities Total liabilities Net assets EQUITY Issued capital Share–based payments reserve Accumulated losses Total equity Note 9 10 6 11 12 13 6 14 15 16 17 Consolidated 2017 $’000 8,098 393 149 1,416 2,359 2016 $’000 9,577 361 94 269 2,369 12,415 12,670 30 981 5,381 563 387 7,342 30 1,327 10,821 674 507 13,359 19,757 26,029 4,280 1,072 202 5,554 227 227 4,743 850 242 5,835 286 286 5,781 6,121 13,976 19,908 86,283 – (72,307) 86,283 90 (66,465) 13,976 19,908 The above statement of financial position should be read in conjunction with the accompanying notes. 19 Corum Group Limited Annual Report 2017For personal use only Statement of changes in equity FOR THE YEAR ENDED 30 JUNE 2017 Consolidated Issued capital $’000 Share-based payment reserve $’000 Accumulated losses $’000 Total equity $’000 Balance at 1 July 2015 86,283 251 (66,603) 19,931 Profit after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Transactions with owners in their capacity as owners: Share-based payments Shares issued for employee share scheme Performance rights exercised – – – – – – – – – (50) (70) (41) 27 – 27 – 70 41 27 – 27 (50) – – Balance at 30 June 2016 86,283 90 (66,465) 19,908 Loss after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Transactions with owners in their capacity as owners: Share-based payments Performance rights exercised – – – – – Balance at 30 June 2017 86,283 – – – (55) (35) – (5,877) (5,877) – – (5,877) (5,877) – 35 (55) – (72,307) 13,976 The above statement of changes in equity should be read in conjunction with the accompanying notes. 20 Corum Group Limited Annual Report 2017For personal use only Statement of cash flows FOR THE YEAR ENDED 30 JUNE 2017 Cash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Interest received Other revenue Dividends received Income taxes refund/(paid) Net cash from/(used in) operating activities Cash flows from investing activities Payments for property, plant and equipment Payments for intangibles assets Proceeds from disposal of property, plant and equipment Proceeds from release of security deposits Net cash used in investing activities Cash flows from financing activities Note 19 12 13 Consolidated 2017 $’000 14,727 (16,272) 236 24 989 545 2016 $’000 17,074 (18,260) 351 888 – (1,323) 249 (1,270) (692) (1,410) 292 82 (1,222) – – – (1,728) (1,222) Net cash from financing activities – – Net decrease in cash and cash equivalents (1,479) (2,492) Cash and cash equivalents at the beginning of the financial year 9,577 12,069 Cash and cash equivalents at end of the financial year 9 8,098 9,577 The above statement of cash flows should be read in conjunction with the accompanying notes. 21 Corum Group Limited Annual Report 2017For personal use only Notes to the financial statements 30 JUNE 2017 Note 1. Significant accounting policies Parent entity information The principal accounting policies adopted in the preparation of the financial statements are set out either in the respective notes or below. These policies have been consistently applied to all the years presented, unless otherwise stated. New or amended Accounting Standards and Interpretations adopted Interpretations The Group has adopted all of the new or amended Accounting Standards and issued by the Australian Accounting Standards Board that are mandatory for the current reporting period. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the Group. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. Basis of preparation These general purpose financial statements have in accordance with Australian been prepared Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board (‘IASB’). Historical cost convention The financial statements have been prepared on an accruals basis and are based on historical costs. Critical accounting estimates The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 2. In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary information about the parent entity is disclosed in note 27. Principles of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Corum Group Limited (‘Company’ or ‘parent entity’) as at 30 June 2017 and the results of all subsidiaries for the year then ended. Corum Group Limited and its subsidiaries together are referred to in these financial statements as the ‘Group’. Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. When the Group has less than a majority of the voting or similar rights of an entity, the Group considers all relevant facts and circumstances in assessing whether it has power over an entity. Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent. 22 Corum Group Limited Annual Report 2017For personal use only Notes to the financial statements 30 June 2017 continued Note 1. Statement of significant accounting policies continued Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss. Current and non-current classification Assets and liabilities are presented in the statement of financial position based on current and non-current classification. An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group’s normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current. A liability is classified as current when: it is either expected to be settled in the Group’s normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current. Deferred tax assets and liabilities are always classified as non-current. Impairment of non-financial assets Goodwill is not subject to amortisation and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired. Other non-financial assets are reviewed in impairment whenever events or changes for circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an asset’s fair value less costs of disposal and value-in-use. The value-in- use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash- generating unit. Goods and Services Tax (‘GST’) and other similar taxes Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority. Comparative figures Comparatives have been realigned where necessary, to agree with current year presentation. There was no change in the profit or net assets. Rounding of amounts The Company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to ‘rounding- off’. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. New Accounting Standards and Interpretations not yet mandatory or early adopted Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Group for the annual reporting period ended 30 June 2017. The Group’s assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the Group, are set out below. AASB 9 Financial Instruments This standard is applicable to annual reporting periods beginning on or after 1 January 2018. The standard replaces all previous versions of AASB 9 and completes the project to replace IAS 39 ‘Financial Instruments: Recognition and Measurement’. 23 Corum Group Limited Annual Report 2017For personal use only Notes to the financial statements 30 June 2017 continued Note 1. Statement of significant accounting policies continued AASB 9 introduces new classification and measurement models for financial assets. A financial asset shall be measured at amortised cost, if it is held within a business model whose objective is to hold assets in order to collect contractual cash flows, which arise on specified dates and solely principal and interest. All other financial instrument assets are to be classified and measured at fair value through profit or loss unless the entity makes an irrevocable election on initial recognition to present gains and losses on equity instruments (that are not held-for-trading) in other comprehensive income (‘OCI’). For financial liabilities, the standard requires the portion of the change in fair value that relates to the entity’s own credit risk to be presented in OCI (unless it would create an accounting mismatch). New impairment requirements will use an ‘expected credit loss’ (‘ECL’) model to recognise an allowance. Impairment will be measured under a 12-month ECL method unless the credit risk on a financial instrument has increased significantly since initial recognition in which case the lifetime ECL method is adopted. The standard introduces additional new disclosures. The Group will adopt this standard from 1 July 2018 and it is anticipated that the adoption of this standard in future periods will have no material financial impact on the financial statements of the Group. AASB 15 Revenue from Contracts with Customers This standard is applicable to annual reporting periods beginning on or after 1 January 2018. The standard provides a single standard for revenue recognition. The core principle of the standard is that an entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard will require: contracts (either written, verbal or implied) to be identified, together with the separate performance obligations within the contract; determine the transaction price, adjusted for the time value of money excluding credit risk; allocation of the transaction price to the separate performance obligations on a basis of relative stand-alone selling price of each distinct good or service, or estimation approach if no distinct observable prices exist; and recognition of revenue when each performance obligation is satisfied. Credit risk will be presented separately as an expense rather than adjusted to revenue. For goods, the performance obligation would be satisfied when the customer obtains control of the goods. For services, the performance obligation is satisfied when the service has been provided, typically for promises to transfer services to customers. For performance obligations satisfied over time, an entity would select an appropriate measure of progress to determine how much revenue should be recognised as the performance obligation is satisfied. Contracts with customers will be presented in an entity’s statement of financial position as a contract liability, a contract asset, or a receivable, depending on the relationship between the entity’s performance and the customer’s payment. Sufficient quantitative and qualitative disclosure is required to enable users to understand the contracts with customers; the significant judgements made in applying the guidance to those contracts; and any assets recognised from the costs to obtain or fulfil a contract with a customer. The Group will adopt this standard from 1 July 2018 and the impact has yet to be fully assessed. AASB 16 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 classifications 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 personal computers and small office furniture) where an accounting policy choice exists whereby either a ‘right-of-use’ asset 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) and an interest expense on the recognised lease liability (included in finance 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 higher as the operating expense is replaced by interest expense and depreciation in profit or loss under AASB 16. For classification within the statement of cash flows, the lease payments will be separated into both a principal (financing activities) and interest (either operating or financing activities) component. For lessor accounting, the standard does not substantially change how a lessor accounts for leases. The Group will adopt this standard from 1 July 2019 and the actual impact will depend on the operating lease assets held by the Group as at 1 July 2019 and the transitional elections made at that time. 24 Corum Group Limited Annual Report 2017For personal use only Notes to the financial statements 30 June 2017 continued Note 2. Critical accounting judgements, estimates and assumptions its to make The preparation of the financial statements requires management judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below. Goodwill and other intangibles assets The Group tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill and other intangibles assets have suffered any impairment, in accordance with the stated accounting policy. The recoverable amount of the cash-generating unit to which goodwill and other intangibles assets has Note 3. Revenue Sales revenue Rendering of services Sales of goods Other revenue Revenue from unlisted entity Interest Other revenue been allocated to has been determined based on value- in-use calculations using budgets and forward estimates. These budgets incorporate management’s best estimates of projected revenues adopting growth rates based on historical experience, anticipated market growth and the expected result of the cash generating unit‘s initiatives. Costs are calculated taking into account historical and planned gross margins, estimated inflation rates consistent with inflation rates applicable to the locations in which the cash generating unit operates, and other planned and expected changes to the cost base. Recovery of deferred tax assets The value of deferred tax assets is determined based on estimates as to the extent those assets are likely to be utilised or available to be utilised in future periods. Employee benefits provision The liability for employee benefits expected to be settled more than 12 months from the reporting date are recognised and measured at the present value of the estimated future cash flows to be made in respect of all employees at the reporting date. In determining the present value of the liability, estimates of attrition rates and pay increases through promotion and inflation have been taken into account. Consolidated 2017 $’000 12,373 1,134 13,507 989 236 24 1,249 2016 $’000 14,254 1,299 15,553 845 351 43 1,239 Total Revenue 14,756 16,792 Accounting policy for revenue recognition Revenue is recognised when it is probable that the economic benefit will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable, net of goods and services tax (GST). Rendering of services Revenue from rendering of services is recognised in proportion to the stage of contract completion. Maintenance revenue is recognised by amortising the payments received on a straight-line basis over the life of the contract as the maintenance services are performed. 25 Corum Group Limited Annual Report 2017For personal use only Notes to the financial statements 30 June 2017 continued Note 3. Revenue continued Sale of goods Sale of goods revenue is recognised when the risks and rewards are transferred to the customer. Amounts disclosed as revenue are net of sales returns and trade discounts. Revenue from unlisted entity The Group holds an investment in an unlisted entity which provides technology based services to the pharmacy industry. Revenue is recognised when it is received. Government grants Government grants are recognised at fair value where there is a reasonable assurance that the grant will be received and all grant conditions will be met. Grants relating to expense items are recognised as income over the periods necessary to match the grant to the costs they are compensating. Grants relating to assets are credited to deferred income at fair value and are credited to income over the expected useful life of the asset on a straight-line basis. Interest Interest revenue is recognised as it accrues, taking into account the effective yield of the financial asset. Other revenue Other revenue is recognised when it is received or when the right to receive payment is established. Note 4. Expenses (Loss)/profit before income tax includes the following specific expenses: Depreciation Leasehold improvements Plant and equipment Total depreciation Rental expense relating to operating leases Minimum lease payments Employee benefits expense including superannuation Employee benefits expense including superannuation Accounting policy for operating leases Consolidated 2017 $’000 2016 $’000 4 405 409 3 169 172 1,045 1,391 9,990 10,329 Payments made under operating leases are expensed on a straight-line basis over the term of the lease, except where an alternative basis is more representative of the pattern of benefits to be derived from the leased property. Accounting policy for defined contribution superannuation expense Contributions to defined contribution superannuation plans are expensed, or capitalised in line with the accounting standard of the employment costs to which they are related. 26 Corum Group Limited Annual Report 2017For personal use only Notes to the financial statements 30 June 2017 continued Note 5. Remuneration of auditors During the financial year the following fees were paid or payable for services provided by BDO East Coast Partnership, the auditor of the Company: Audit services – BDO East Coast Partnership Audit or review of the financial statements Other services – BDO East Coast Partnership Taxation and related non-audit services * Consolidated 2017 $’000 2016 $’000 82,554 83,000 31,154 113,708 151,624 234,624 * Non-audit services in 2016 included assistance with a one-off investigation into historical tax matters, their resolution, and a consequential review of significant areas of tax compliance practices. Note 6. Income tax Income tax expense Current income tax: Current year income tax charge Adjustment for current income tax of previous year Adjustment for change in availability of prior year tax losses (i) Deferred tax: Origination and reversal of temporary differences Utilisation of tax losses Income tax expense Reconciliation of income tax expense and tax at the statuatory rate (Loss)/profit before income tax expense Tax at the statuatory rate of 30% Add/(deduct) tax effect of: Impairment of goodwill Non-deductible/non-assessable items Adjustment for current income tax of previous year Adjustment for change in availability of prior year tax losses (i) Utilisation and other movement in deferred tax assets Research and development tax incentive current year Adjustment for research and development tax incentive of previous year Income tax expense Consolidated 2017 $’000 2016 $’000 718 444 – 3 108 707 498 1,378 25 53 1,273 2,661 (4,604) 2,688 (1,381) 806 1,883 (12) (90) – 15 324 534 1,273 – 35 (46) 1,378 (141) 330 299 2,661 (i) During the prior reporting period an error was identified in the manner in which Corum formed its Consolidated tax Group in 2011. This error had the effect of limiting the amount of tax losses that Corum can use each year. It resulted in an additional income tax expense of $1,378,000 in the prior year relating to the 2014 and 2015 financial years. 27 Corum Group Limited Annual Report 2017For personal use only Notes to the financial statements 30 June 2017 continued Note 6. Income tax continued Corum participates in the Australian Government’s Research and Development Tax Incentive (‘incentive’) assistance programme. The programme provides targeted tax offsets to encourage Companies to engage in Research and Development. The resulting tax offset has been included in the statement of profit or loss and other comprehensive Income as research and development tax benefit. The incentive has been accounted for as a government grant in accordance with AASB 120 Accounting for Government Grants and Disclosure of Government Assistance, resulting in the incentive being recognised in profit or loss on a systematic basis over the period(s) in which the entity recognises, as expenses, the costs for which the incentive was intended to compensate. For the costs that have been capitalised during the period, the respective incentive has been deferred by deducting from the carrying amount of the asset. Tax losses not recognised Losses carried forward Capital losses carried forward Consolidated 2017 $’000 4,049 201 2016 $’000 4,079 201 The Group generated operating losses between 1997 and 2009 which resulted in the creation of substantial carried forward tax losses. These tax losses can be used as an offset against taxable income in accordance with the consolidated tax group rules. The potential future tax benefits arising from tax losses and temporary differences have been recognised as deferred tax assets only to the extent that: • the Group is likely to derive future assessable income of a nature and of an amount suficient to enable the benefits to be realised; and • no changes or proposed changes in legislation are likely to adversely affect the Group’s ability to realise these benefits; and • the Group is likely to continue to comply with conditions for deductibility of losses imposed by tax legislation. The Directors have determined it appropriate that a deferred tax asset be recognised for the proportion of carried forward tax losses where it is probable circumstances exist such that a benefit may be realised within the next twelve months. The Group has tax losses for which no deferred tax asset is recognised in the statement of profit or loss and other comprehensive income. 28 Corum Group Limited Annual Report 2017For personal use only Notes to the financial statements 30 June 2017 continued Note 6. Income tax continued Deferred tax asset Deferred tax asset comprises temporary differences attributable to: Tax losses Impairment of receivables Property, plant and equipment Employee benefits Leased premises Other provisions Deferred tax asset Movements: Opening balance Charged to profit or loss Closing balance Income tax receivable Current year income tax charge Current year research and development tax offset Current year instalments paid Prior year payables Accounting policy for income tax The income tax expense or benefit for the period is the tax payable on that period’s taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable. Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for: • When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or Consolidated 2017 $’000 2016 $’000 – 45 (10) 383 90 55 563 674 (111) 563 (718) 2,052 82 – 1,416 108 12 (3) 324 121 112 674 753 (79) 674 (707) 900 126 (50) 269 • When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. 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, and where the availability of losses is reasonably certain. In particular, the potential future tax benefits arising from tax losses and temporary differences have been recognised as deferred tax assets only to the extent that: the Group is likely to derive future assessable income of a nature and of an amount sufficient to enable the benefits to be realised; no changes or proposed changes in legislation are likely to adversely affect the Group’s ability to realise these benefits; and the Group is likely to continue to comply with conditions for deductibility of losses imposed by tax legislation. 29 Corum Group Limited Annual Report 2017For personal use only Notes to the financial statements 30 June 2017 continued Note 6. Income tax continued The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Recognised deferred tax assets are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset. Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously. Corum Group Limited (the ‘head entity’) and its wholly- owned Australian subsidiaries have formed an income tax consolidated group under the tax consolidation regime Note 7. Earnings per share with effect from July 2004. The tax consolidated group has applied the ‘group allocation’ approach in determining the appropriate amount of taxes to allocate to members of the tax consolidated group. In addition to its own current and deferred tax amounts, the head entity also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from each subsidiary in the tax consolidated group. Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the tax consolidated group. The tax funding arrangement ensures the current tax liability or benefit of each tax consolidated group member, resulting in neither a contribution by the head entity to the subsidiaries nor a distribution by the subsidiaries to the head entity. intercompany charge equals that the (Loss)/profit after income tax attributable to the owners of Corum Group Limited Weighted average number of ordinary shares used in calculating basic earnings per share Adjustments for calculation of diluted earnings per share: Weighted average number of dilutive options and performance rights outstanding during the year Consolidated 2017 $’000 2016 $’000 (5,877) 27 Number Number 256,065,537 255,840,621 – 940,283 Weighted average number of ordinary shares used in calculating diluted earnings per share 256,065,537 256,780,904 Basic earnings per share Diluted earnings per share Accounting policy for earnings per share Basic earnings per share Cents (2.30) (2.30) Cents 0.01 0.01 Basic earnings per share is calculated by dividing the profit attributable to the owners of Corum Group Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year. Diluted earnings per share Diluted earnings per share amounts are calculated by dividing the profit attributable to members of the Company by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares. 30 Corum Group Limited Annual Report 2017For personal use only Notes to the financial statements 30 June 2017 continued Note 8. Operating segments Identification of reportable operating segments The Group is organised into two operating segments: Health Services and eCommerce. These operating segments are based on the internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers (‘CODM’)) in assessing performance and in determining the allocation of resources. Consideration is given to the nature and distinctiveness of the products or services sold, the manner in which they are provided, and the organisational structure. The CODM reviews profit/(loss) before income tax (‘segment result’). The accounting policies adopted for internal reporting to the CODM are consistent with those adopted in the financial statements. The Group operates predominantly in Australia. Types of services The principal services of each of these operating segments are as follows: Health Services – Provides dispense and point-of-sale software applications, along with hardware and support services to Australian pharmacies; and eCommerce – Provides individuals and businesses the opportunity to pay their rent, utilities, local government fees and commercial obligations via electronic methodologies. Intersegment transactions An internally determined transfer price is set for all inter- segment sales. This price is reset annually and is based on an external party at arm’s length pricing. All such transactions are eliminated on consolidation. to Corporate charges are allocated reporting segments based on the segments’ overall proportion of revenue generation within the Group, or estimates of the time individuals apply to each segment, which is representative of likely consumption of head office expenditure. For the purpose of segment reporting and the understanding of segment performance, the net benefit of research and development tax incentives are disclosed in the segment to which they relate. Intersegment receivables, payables and loans Intersegment loans are initially recognised at the consideration receivable or payable. Intersegment loans receivable and loans payable that earn or incur non-market interest are not adjusted to fair value based on market interest rates. Intersegment loans are eliminated on consolidation. Interest is not charged on intercompany balances. Segment assets and liabilities Where an asset is used across multiple segments, the asset is allocated to that segment that receives the majority of the economic benefit from that asset. In most instances, segment assets are clearly identifiable on the basis of their nature and physical location. Liabilities are allocated to segments where there is a direct nexus between the incurrence of the liability and the segment. Borrowings and tax liabilities are not allocated to specific segments. Unallocated items The following items of revenue, expenses, assets and liabilities are not allocated to operating segments as they are not considered part of the core operations of any segment: – Income tax expense – Deferred tax assets and liabilities, and current tax assets and liabilities – Cost associated with being listed on the Australian Securities Exchange – Inter-company balances – Other financial liabilities Major customers During the year ended 30 June 2017 the Group did not have any major customers that individually contributed more than 10% of total revenue (2016: none). 31 Corum Group Limited Annual Report 2017For personal use only Notes to the financial statements 30 June 2017 continued Note 8. Operating segments continued Operating segment information Consolidated – 2017 Revenue Sales to external customers Other revenue Interest revenue Total revenue Profit/(loss) before impairment of goodwill and income tax expense Impairment of goodwill (Loss)/profit before income tax expense Income tax expense Loss after income tax expense Non-cash items include: Depreciation expense Increase in provisions Assets Segment assets Unallocated assets: Cash and cash equivalents Trade and other receivables Property, plant and equipment Deferred tax asset Other assets Total assets Total assets includes (net of research and development incentive): Addition of intangible asset Addition of property, plant and equipment Liabilities Segment liabilities Unallocated liabilities: Trade and other payables Provisions and other liabilities Total liabilities Health Services $’000 eCommerce $’000 Intersegment elimination/ unallocated $’000 10,768 989 – 11,757 1,990 (6,277) (4,287) 2,739 – 23 2,762 220 – 220 239 70 – 8 – 24 213 237 (537) – (537) 170 85 Total $’000 13,507 1,013 236 14,756 1,673 (6,277) (4,604) (1,273) (5,877) 409 163 6,227 2,348 – 8,575 837 101 – 1 – 561 2,110 2,608 – 7,903 20 778 563 1,918 19,757 837 663 4,718 815 248 5,781 32 Corum Group Limited Annual Report 2017For personal use only Notes to the financial statements 30 June 2017 continued Note 8. Operating segments continued Operating segment information continued Consolidated – 2016 (restated) Revenue Sales to external customers Other revenue Interest revenue Total revenue Profit before income tax expense Income tax expense Profit after income tax expense Non-cash items include: Depreciation expense Decrease in provisions Assets Segment assets Unallocated assets: Cash and cash equivalents Trade and other receivables Property, plant and equipment Deferred tax asset Other assets Total assets Total assets includes: Health Services $’000 eCommerce $’000 12,321 827 1 13,149 3,275 – 40 3,315 1,458 851 Intersegment elimination/ unallocated $’000 – 18 310 328 379 Total $’000 15,596 845 351 16,792 2,688 (2,661) 27 73 (91) 7 (22) 92 (720) 172 (833) 12,336 2,399 – 14,735 9,427 123 312 674 758 26,029 Addition of property, plant and equipment 953 – 269 1,222 Liabilities Segment liabilities Unallocated liabilities: Trade and other payables Provisions and other liabilities Total liabilities 2,165 2,818 – 4,983 975 163 6,121 33 Corum Group Limited Annual Report 2017For personal use only Notes to the financial statements 30 June 2017 continued Note 9. Current assets – cash and cash equivalents Cash at bank Cash on deposit Consolidated 2017 $’000 220 7,878 8,098 2016 $’000 153 9,424 9,577 Accounting policy for cash and cash equivalents Cash and cash equivalents includes cash on hand, deposits held with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Note 10. Current assets – trade and other receivables Consolidated Trade receivables Less: Provision for impairment of receivables Other receivables Impairment of receivables The Group has recognised a loss of $22,000 (2016: $3,000) in profit or loss in respect of impairment of receivables for the year ended 30 June 2017. The ageing of the impaired receivables provided for above are as follows: Under 3 months overdue 3 to 6 months overdue Movements in the provision for impairment of receivables are as follows: Opening balance Additional provisions recognised Receivables written off during the year Closing balance 2017 $’000 392 (60) 332 61 393 21 39 60 38 22 – 60 2016 $’000 278 (38) 240 121 361 12 26 38 343 3 (308) 38 34 Corum Group Limited Annual Report 2017For personal use only Notes to the financial statements 30 June 2017 continued Note 10. Current assets – trade and other receivables continued Past due but not impaired Customers with balances past due but without provision for impairment of receivables amount to $267,000 as at 30 June 2017 ($96,000 as at 30 June 2016). The ageing of the past due but not impaired receivables are as follows: Under 30 days overdue 31 to 60 days overdue Over 60 days overdue Consolidated 2017 $’000 60 207 – 267 2016 $’000 6 77 13 96 The Group has no significant concentration of credit risk with respect to any single counterparty or group of counterparties, and did not consider a significant credit risk on the aggregate balances after reviewing the credit terms of customers based on recent collection practices. Accounting policy for trade and other receivables Trade receivables that are to be settled within normal trading terms are carried at amounts due, which is considered to be reflective of fair value given their short term nature. Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectable are written off by reducing the carrying amount directly. A provision for impairment of trade receivables is raised when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. The amount of the impairment allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial. Other receivables are recognised at amortised cost, less any provision for impairment. Note 11: Current assets – other Prepayments and security deposits eCommerce payments awaiting clearance * Consolidated 2017 $’000 199 2,160 2,359 2016 $’000 76 2,293 2,369 * These amounts are controlled by the Group and are considered to be restricted in operation to the electronic receipt of payments on behalf of customers, whose monies, upon clearance in the normal course of the business banking system, are released from the bank accounts and paid to the benefit of third parties, on whose behalf the monies are received and for which an equivalent liability is recorded as shown in note 14 trade and other payables. 35 Corum Group Limited Annual Report 2017For personal use only Notes to the financial statements 30 June 2017 continued Note 12: Non-current assets – property, plant and equipment Leasehold improvements – at cost Less: Accumulated depreciation Plant and equipment – at cost Less: Accumulated depreciation Total property, plant and equipment Reconciliations Consolidated 2017 $’000 81 (73) 8 2,347 (1,374) 973 981 2016 $’000 76 (69) 7 2,512 (1,192) 1,320 1,327 Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: Consolidated Balance at 1 July 2015 Additions Disposals Depreciation expense Balance at 30 June 2016 Additions (net of R&D incentives) Disposals Depreciation expense Balance at 30 June 2017 Leasehold improvements $’000 Plant and equipment $’000 10 – – (3) 7 5 – (4) 8 284 1,222 (17) (169) 1,320 658 (600) (405) 973 Total $’000 294 1,222 (17) (172) 1,327 663 (600) (409) 981 Accounting policy for property, plant and equipment Property, plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Depreciation is calculated on the diminishing value method for assets acquired up to June 2010 and the straight-line basis thereafter to write off the net cost of each item of plant and equipment over their expected useful lives as follows: Leasehold improvements Plant and equipment 2-5 years 2-12 years The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. 36 Corum Group Limited Annual Report 2017For personal use only Notes to the financial statements 30 June 2017 continued Note 13: Non–current assets – intangibles Goodwill – at cost Less: Impairment Software product development – at cost Less: Research and development incentives Total intangibles Reconciliations Reconciliations of the values at the beginning and end of the current and previous financial year are set out below: Consolidated Balance at 1 July 2015 Balance at 30 June 2016 Additions Research and development incentives Impairment of goodwill Balance at 30 June 2017 Goodwill $’000 10,821 10,821 – – (6,277) 4,544 Software product development $’000 – – 1,410 (573) – 837 Consolidated 2017 $’000 15,363 (10,819) 4,544 1,410 (573) 837 5,381 2016 $’000 15,363 (4,542) 10,821 – – – 10,821 Total $’000 10,821 10,821 1,410 (573) (6,277) 5,381 Goodwill relates to the acquisitions in 1991 of the Lockie Management has based the value-in-use calculation Computer business by Pharmasol Pty Limited and the on the budget and forward estimates for the health Amfac business by Amfac Pty Limited. Goodwill is services cash generating unit. This budget incorporates allocated to the Health Services cash generating unit management’s best estimates of projected revenues formed by the legacy products of these businesses. using growth rates based on historical experience, Review of carrying values The recoverable value of the cash generating unit is determined on a value-in-use calculation. Value-in-use is calculated based on the present value of cash flow projections, approved by management, over a five year period and a terminal value of 2 times (2016: 6.5 times) discounted Year 5 EBITDA. Research and development tax benefits are excluded for the purpose of EBITDA based calculations. Cash flows are discounted at a post tax rate of 12% (2016: 12%) per annum which incorporates an appropriate risk premium. Goodwill was written down to the cash generating unit’s carrying amount during the financial year. anticipated market changes and the expected result of the cash generating unit‘s initiatives. Costs are calculated taking into account historical and planned gross margins, estimated inflation rates for the year consistent with inflation rates applicable to the locations in which the cash generating unit operates, and other planned and expected changes to the cost base. The review of the carrying value, and subsequent impairment charge of $6,277,000 takes into account the impact on the existing business of new products being introduced in FY18, the impact on revenue and earnings of competitive pressure, and changing industry conditions. 37 Corum Group Limited Annual Report 2017For personal use only Notes to the financial statements 30 June 2017 continued Note 13: Non–current assets – intangibles continued The value-in-use calculation is most sensitive to assumptions relating to growth, discount rates Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed. and terminal values. Management believe that any reasonable change in the key assumptions on which recoverable amount of goodwill is based would cause the cash generating unit’s carrying amount to exceed its recoverable amount and therefore be further impaired. Accounting policy for intangibles Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets and assets not yet available for use in the manner intended by management are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period. Goodwill Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Note 14: Current liabilities – trade and other payables Trade payables Sundry creditors and accruals Deferred rent expense eCommerce payments awaiting clearance Software product development (net of Significant costs associated with software product development research and development incentives) are capitalised and amortised on a straight- line basis over the period of their expected benefit. Amortisation commences when the asset is available for use in the manner intended by management. Research and development costs Expenditure during the research phase of a project is recognised as an expense when incurred. Development costs are capitalised only when technical feasibility studies identify that the project will deliver future economic benefits and these benefits can be measured reliably. Development costs have a finite life and are amortised on a systematic basis matched to the future economic benefits over the useful life of the project. Impairment of non-financial assets An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an asset’s fair value less costs of disposal and value- in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash- generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit. Consolidated 2017 $’000 382 1,638 100 2,160 4,280 2016 $’000 297 1,987 166 2,293 4,743 Refer to note 20 for further information on financial instruments. Accounting policy for trade and other payables These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. The amounts are unsecured and are usually settled within established terms normally 30 days of recognition. 38 Corum Group Limited Annual Report 2017For personal use only Notes to the financial statements 30 June 2017 continued Note 15: Current liabilities – provisions Employee benefits Lease make good Lease make good Consolidated 2017 $’000 939 133 1,072 2016 $’000 767 83 850 The provision represents the present value of the estimated costs to make good the premises leased by the Group at the end of the respective lease terms. Movements in provisions Movements in each class of provision during the current financial year, other than employee benefits, are set out below: Consolidated – 2017 Carrying amount at the start of the year Additional provisions recognised Amounts transferred from non-current liabilities Carrying amount at the end of the year Accounting policy for provisions Lease make good $’000 83 13 37 133 Provisions are recognised when the Group has a present (legal or constructive) obligation as a result of a past event, it is probable the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a finance cost. Accounting policy for short-term employee benefits Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled. Employee benefits relate to the Group’s liability for long service leave and annual leave. The entire amount of the provision for annual leave is presented as current since the Group does not have an unconditional right to defer settlement of any of this obligation. Based on past experience the Group expects that in aggregate employees will take or receive payment for the full amount of accrued leave within the next 12 months. Note 16: Non-current liabilities – provisions Employee benefits Lease make good Consolidated 2017 $’000 219 8 227 2016 $’000 245 41 286 39 Corum Group Limited Annual Report 2017For personal use only Notes to the financial statements 30 June 2017 continued Note 16: Non–current liabilities - provisions continued Movements in provisions Movements in each class of provision during the current financial year, other than employee benefits, are set out below: Consolidated – 2017 Carrying amount at the start of the year Additional provisions recognised Amounts transferred to current liabilities Carrying amount at the end of the year Lease make good $’000 41 4 (37) 8 Refer to note 15 for further details of the lease make good provision. Accounting policy for long-term employee benefits The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured at the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Note 17: Equity – issued capital 2017 Shares 2016 Shares Consolidated 2017 $’000 2016 $’000 Ordinary shares – fully paid 256,167,592 255,917,592 86,283 86,283 Movements in ordinary share capital Date Shares $’000 Balance at 1 July 2015 Share issue employee share scheme Share options exercised Balance at 30 June 2016 1 July 2015 23 October 2015 255,190,151 86,283 481,000 246,441 – – 255,917,592 86,283 Performance rights exercised 26 November 2016 250,000 – Balance at 30 June 2017 256,167,592 86,283 Ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital. On a show of hands every member present at a meeting shall have one vote and upon a poll each share shall have one vote. 40 Corum Group Limited Annual Report 2017For personal use only Notes to the financial statements 30 June 2017 continued Note 17: Equity – issued capital continued Capital risk management The Group’s objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital. Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to Note 18. Equity – dividends Dividends shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Group would look to raise capital when an opportunity to invest in a business or company was seen as value adding relative to the current Company’s share price at the time of the investment. Accounting policy for issued capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. There were no dividends paid, recommended or declared during the current or previous financial year or subsequent to the end of the financial year. Franking credits Franking credits available for subsequent financial years based on a tax rate of 30% Consolidated 2017 $’000 2016 $’000 831 1,376 The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for: • franking credits that will arise from the payment of the amount of the provision for income tax at the reporting date • franking debits that will arise from the payment of dividends recognised as a liability at the reporting date • franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date Accounting policy for dividends Dividends are recognised when declared during the financial year and no longer at the discretion of the Company. Note 19. Reconciliation of (loss)/profit after income tax to net cash from/(used in) operating activities Consolidated (Loss)/profit after income tax expense for the year Adjustments for: Depreciation and amortisation Impairment of goodwill Net loss on disposal of non-current assets Share–based payments Change in operating assets and liabilities: (Increase)/decrease in trade and other receivables Decrease in inventories Increase in income tax refund due Decrease in deferred tax assets Increase in other operating assets Decrease in trade and other payables Increase/(decrease) in other provisions Decrease in deferred revenue Net cash from/(used in) operating activities 2017 $’000 (5,877) 409 6,277 219 (55) (109) 34 (545) 111 (8) (329) 162 (40) 249 2016 $’000 27 172 – 17 (50) 22 67 – 79 (307) (671) (564) (62) (1,270) 41 Corum Group Limited Annual Report 2017For personal use only Notes to the financial statements 30 June 2017 continued Note 20. Financial instruments Financial risk management objectives The Group’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. Different methods are used to measure different types of risk to which the Group is exposed, such as sensitivity analysis in the case of interest rate risk and ageing analysis for credit risk. Market risk Foreign currency risk The Group has no material exposure to foreign exchange risk. Interest rate risk The Group’s financial instrument exposure to interest rate risk and the effective weighted average interest rate for classes of financial assets and liabilities are: Consolidated Cash on deposit Net exposure to cash flow interest rate risk Weighted average interest rate % 2.26% 2017 2016 Weighted average interest rate % 3.08% Balance $’000 7,878 7,878 Balance $’000 9,424 9,424 An official increase/decrease in interest rates of 27 (2016: 30) basis points would have an favourable/adverse effect on profit before tax of $18,000 (2016: $29,000) per annum. The percentage change is based on the expected volatility of interest rates of a 10% movement, using market data and analysts forecasts. Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group mitigate credit risk by undertaking transactions with a large number of customers. The Group has no significant concentration of credit risk with respect to any single counterparty or group of counterparties. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements. The Group does not hold any collateral. Trade and other receivables that are neither past due nor impaired are considered to be high credit quality. Liquidity risk Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash equivalents) to be able to pay debts as and when they become due and payable. The Group manages liquidity risk by monitoring forecast cash flows and ensuring that adequate financial resources are maintained on an ongoing basis. Remaining contractual maturities The following tables detail the Group’s remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position. 42 Corum Group Limited Annual Report 2017For personal use only Notes to the financial statements 30 June 2017 continued Note 20: Financial instruments continued Consolidated 2017 Non-derivatives Non-interest bearing Trade and other payables 2016 Non-derivatives Non-interest bearing Trade and other payables 1 year or less $’000 Between 1 and 2 years $’000 Between 2 and 5 years $’000 Over 5 years $’000 Remaining contractual maturities $’000 2,020 2,284 – – – – – 2,020 – 2,284 The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above. Fair value of financial instruments The carrying amounts of trade and other receivables and trade and other payables are assumed to approximate their fair values due to their short-term nature. Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value. Note 21: Contingent liabilities The Group had no contingent liabilities at 30 June 2017 and at 30 June 2016. Note 22: Commitments Lease commitments – operating Committed at the reporting date but not recognised as liabilities, payable: Within one year One to five years Consolidated 2017 $’000 2016 $’000 933 488 1,421 959 1,174 2,133 Operating lease commitments includes contracted amounts for various offices under non-cancellable operating leases expiring within five years with, in some cases, options to extend. Lease payments comprise a base amount plus an incremental contingent or fixed rental. Contingent rentals are based on either movements in the Consumer Price Index or operating criteria. On renewal, the terms of the leases are renegotiated. 43 Corum Group Limited Annual Report 2017For personal use only Notes to the financial statements 30 June 2017 continued Note 23: Key management personnel disclosures Compensation The aggregate compensation made to directors and other members of key management personnel of the Group is set out below: Short-term employee benefits Post-employment benefits Share-based payments Termination benefits Consolidated 2017 $’000 1,619,859 139,887 4,794 135,026 2016 $’000 1,665,994 96,996 14,496 – 1,899,566 1,777,486 Included in the above are director’s fees which were paid to companies associated with the directors. Note 24. Related party transactions Parent entity Corum Group Limited is the parent entity. Subsidiaries Interests in subsidiaries are set out in note 25. Key management personnel Disclosures relating to key management personnel are set out in note 23 and the remuneration report included in the directors’ report. Transactions with related parties Director’s fees attributable to Bill Paterson of $126,000 (2016: $126,911) were paid or payable to his associate Paterson Wholohan Grill Pty Ltd. $21,058 was payable at 30 June 2017. Loans to/from related parties There were no loans to or from related parties at the current and previous reporting date. Terms and conditions All transactions were made on normal commercial terms and conditions and at market rates. Note 25. Interests in subsidiaries The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 1: Amfac Pty Ltd Corum Health Pty Ltd (formally Pharmasol Pty Ltd) Corum eCommerce Pty Ltd Corum Systems Pty Ltd Corum Training Pty Ltd Principal place of business/ Country of incorporation Australia Australia Australia Australia Australia Ownership interest 2017 % 100% 100% 100% 100% 100% 2016 % 100% 100% 100% 100% 100% 44 Corum Group Limited Annual Report 2017For personal use only Notes to the financial statements 30 June 2017 continued Note 26: Share-based payments The Group has a performance rights plan, an employee share scheme plan and a share option plan. Unless prior shareholder approval is obtained, the maximum number of performance rights, shares or share options that may be issued by the directors pursuant to the respective plan shall not exceed 5% of the number of shares on issue. There are no voting or dividend rights attached to performance rights or options prior to their exercise. Performance rights plan The Corum Group Performance Rights Plan allows the Company to grant performance rights to participants. A performance right is a right to acquire a share, subject to the satisfaction of certain conditions which are set out when issued to the participant. To facilitate and manage the issue of performance rights under the plan, and the subsequent issue of shares on exercise of performance rights, the Group has established the Corum Group Employee Share Scheme Trust. A grant of shares under the plan is subject to both the plan rules and the terms of the trust deed. Performance rights may be subject to a number of conditions including a service condition of continuous employment from grant date to vesting date, otherwise the performance right will lapse. The Board has discretion to make grants at any time including on the commencement of employment by a person deemed by the Board to be eligible to participate in the plan. The terms of any future offers may vary. There were no performance rights granted during the financial year (2016: nil). The weighted average remaining contractual life of the performance rights is nil years (2016: 0.4 years). Set out below are summaries of performance rights granted under the plan: Grant date 2017 27/11/2013 2016 27/11/2013 Balance at the start of the year Exercise price Expiry date Granted Exercised Expired/ Balance at the end of forfeited/ the year other 26/11/2016 $0.00 250,000 26/11/2016 $0.00 750,000 – – (250,000) – – – (500,000) 250,000 Employee share scheme The Corum Group Employee Share Plan allows the Company to grant shares to participants who are employees or categories of employees, on a non- discriminatory basis, at the discretion of the Board. The purpose of the plan is to encourage participation in the Company by employees through share ownership. The Plan operates in such a manner that shares acquired under the Plan permit the application of section 83A-35 of the Income Tax Assessment Act 1997. Shares issued under the plan are subject to a holding lock for a period of three years during which time the shares may not be disposed of or otherwise dealt with by the participant. There is no risk of forfeiture under the Plan. The shares are released after holding lock period or upon the participant ceasing to be an employee. An employee may not participate in the Plan if in doing so they will hold a beneficial or controlling interest in 5% or more of the Company’s shares. There were no shares issued under the plan during the financial year (2016: 481,000 shares to 74 employees). 45 Corum Group Limited Annual Report 2017For personal use only Notes to the financial statements 30 June 2017 continued Note 26: Share-based payments continued Employee share option plan Under the terms of the Employee Share Option Plan, the directors may, at their sole discretion, issue options to selected eligible participants. The rights to exercise options may be subject to a number of conditions, including the option holder remaining an eligible participant during the exercise period. There were no share options granted during the financial year, (2016: nil). Accounting policy for share-based payments for employment services Equity-settled transactions are awards of performance rights, options over shares, or shares that are provided to employees in exchange for the rendering of services. The cost of equity-settled transactions are measured at fair value on grant date. Fair value is determined using pricing models such as the Binomial or Black-Scholes option pricing model which incorporates all market vesting conditions, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions in determining fair value. The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods. Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met provided all other conditions are satisfied. If the non-vesting condition is within the control of the Group or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the Group or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited. If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification. Note 27: Parent entity information Set out below is the supplementary information about the parent entity. Statement of profit or loss and other comprehensive income Loss after income tax Total comprehensive income for the year Statement of financial position Total current assets Total assets Total current liabilities Total liabilities Equity Issued capital Share-based payments reserve Accumulated losses Total equity 46 2017 $’000 (1,115) (1,115) 9,593 17,375 1,100 13,115 Parent 2016 $’000 (1,710) (1,710) 10,050 16,714 1,257 11,284 86,283 86,283 – (82,023) 4,260 90 (80,943) 5,430 Corum Group Limited Annual Report 2017For personal use only Notes to the financial statements 30 June 2017 continued Note 27: Parent entity information continued Contingent liabilities The parent entity had no contingent liabilities as at 30 June 2017 and 30 June 2016. Capital commitments – Property, plant and equipment The parent entity had no capital commitments for property, plant and equipment as at 30 June 2017 and 30 June 2016. Significant accounting policies The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 1. Note 28. Events after the reporting period No matter or circumstance has arisen since 30 June 2017 that has significantly affected, or may significantly affect the Group’s operations, the results of those operations, or the Group’s state of affairs in future financial years. 47 Corum Group Limited Annual Report 2017For personal use only Directors’ declaration In the directors’ opinion: • the attached financial statements and notes comply with the Corporations Act 2001, the Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; • the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 1 to the financial statements; • the attached financial statements and notes give a true and fair view of the Group’s financial position as at 30 June 2017 and of its performance for the financial year ended on that date; and • there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. The directors have been given the declarations required by section 295A of the Corporations Act 2001. Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001. On behalf of the directors Bill Paterson Chairman 31 August 2017 Sydney Matthew Bottrell Director 4848 Corum Group Limited Annual Report 2017For personal use only 49 Corum Group Limited Annual Report 2017For personal use only Independent Auditor’s Report continued 50 Corum Group Limited Annual Report 2017For personal use only Independent Auditor’s Report continued 51 Corum Group Limited Annual Report 2017For personal use only Independent Auditor’s Report continued 5252 Corum Group Limited Annual Report 2017For personal use only Additional Shareholder Information 53 Corum Group Limited Annual Report 2017For personal use only Shareholder information The shareholder information set out below was applicable as at 18 August 2017. Distribution of equitable securities Analysis of number of equitable security holders by size of holding: Range of shareholding 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Holding less than a marketplace parcel Equity security holders Number of holders of ordinary shares Number of ordinary shares held 683 422 235 330 117 1,787 1,371 238,735 1,173,705 1,822,424 11,769,726 241,163,002 256,167,592 3,584,795 The names of the twenty largest security holders of quoted equity securities are listed below: Ordinary shares Lujeta Pty Ltd (The Margaret Account) Link Enterprises (International) Pty Ltd Ginga Pty Ltd (Thomas G Klinger Family A/C) Canceler Pty Ltd (Clarence Super Fund A/C) Mr Michael John Farrelly Mr Robert Martin O’Shannassy Ginga Pty Ltd R M O’Shannassy Pty Ltd (R M O’Shannassy Family A/C) Atlas Holdings Pty Ltd (The Atlas A/C) Anacacia Pty Ltd Mr Michael John Farrelly + Ms Madeline Zappia (Farrelly Retirement Fund A/C) Navigator Australia Ltd (MLC Investment Sett A/C) Connaught Consultants (Finance) Pty Ltd (Super Fund A/C) Mr Malcolm John Badgery Mr Geoffrey John Paul (G & J Super Fund A/C) Mr David Klinger Mr Gregor Aschoff Chavoo Pty Ltd (Midhurst Super Fund A/C) Layuti Pty Ltd (The Mouatt Super Fund A/C) Canceler Pty Ltd (Clarence Super Fund A/C) Number held 140,053,379 13,090,345 10,810,866 6,000,000 4,524,379 4,372,485 4,284,540 4,085,345 2,891,214 2,457,413 2,271,984 2,102,045 2,060,000 1,700,000 1,700,000 1,630,000 1,546,881 1,500,000 1,444,877 1,350,000 209,875,753 % of total shares issued 54.67 5.11 4.22 2.34 1.77 1.71 1.67 1.59 1.13 0.96 0.89 0.82 0.80 0.66 0.66 0.64 0.60 0.59 0.56 0.53 81.93 54 54 Corum Group Limited Annual Report 2017 For personal use only Shareholder information continued Substantial holders as disclosed in substantial shareholder notices given to the Company: Lujeta Pty Ltd Ginga Pty Ltd Link Enterprises (International) Pty Ltd Voting Rights All ordinary shareholders carry one vote per share without restriction. There are no other classes of equity securities. Ordinary shares Number held 140,053,379 17,277,812 15,333,806 % of total shares issued 54.67 6.74 5.99 55 Corum Group Limited Annual Report 2017For personal use only Corporate Directory Directors Bill Paterson (Chairman) Gregor Aschoff Matthew Bottrell Company Secretary David Clarke Registered Office Level 20 347 Kent Street Sydney NSW 2000 Head office telephone +61 2 9289 4699 Share Register Computershare Investor Services Pty Limited 60 Carrington Street Sydney NSW 2000 Share registry telephone or 1300 787 272 +61 3 9415 4000 Auditor BDO East Coast Partnership Level 11 1 Margaret Street Sydney NSW 2000 Stock Exchange Listing Corum Group Limited shares are listed on the Australian Securities Exchange (ASX code: COO) Website www.corumgroup.com.au 5656 Corum Group Limited Annual Report 2017For personal use only For personal use only