Annual Report
2022
Corum Group Limited Annual Report 2022
1
Contents
Corum Group Limited ABN 25 000 091 305
Page
Chairman’s letter to shareholders
2
Directors’ report
4
Auditor’s independence declaration
15
Statement of profit or loss
and other comprehensive income
16
Statement of financial position
17
Statement of changes in equity
18
Statement of cash flows
19
Notes to the financial statements
20
Directors’ declaration
48
Independent auditor’s report to the members
of Corum Group Limited
49
Shareholder information
53
Corporate directory
55
General information
The financial statements cover Corum Group Limited as a Group which consists 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 3
120 Sussex 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 30 August 2022. The directors have the power to amend and reissue
the financial statements.
2
Corum Group Limited Annual Report 2022
2
Dear fellow shareholders
It gives me great pleasure to present the 2022 annual report for Corum Group Limited.
As foreshadowed at the start of the year, we have invested in building the right team for the future.
We have expanded the knowledge and experience within the organisation and continued to invest
in our technology and operational delivery solutions. These investments have allowed us to execute
on our planned new initiatives such as the launch of the PharmXchange platform in June and also to
continue to improve our core software offering to the market. We have put in place the foundations for
continued revenue growth in the future. As we expected, there has been a lag between the investment
cost and revenue growth curves but our continued discipline on costs has helped to minimise this
gap. In addition, we have divested of our non-core real estate eCommerce business.
Revenue in the Health Business grew by only 1% on the prior year. While this revenue growth was
not at the level we expect, some important measures were put in place for improved future growth.
Operating cash flow was $3.3m, an improvement of 4% on the prior year. Statutory net profit was
$252,000, and excluding one-off non-recurring items, was $1.1m. The Group ended the year with a
cash balance of $5.8m.
During the year we have entered agreements with a number of major pharmacy retail groups that
incentivises them to increase utilisation of the PharmX platform by encouraging their pharmacies to
increase usage. We are also actively encouraging new suppliers to connect to the platform. We have
seen our total number of connections through the gateway increase 15% year on year, and our total
number of active connections increase 3% year on year. Excluding a headwind of one of our major
customers reducing their usage due to some industry consolidation, we have seen active connections
increase 13% year on year, demonstrating the new connections being added are also being used.
In June 2022 the PharmXchange platform was launched. This is a digital sales and marketing
solution for suppliers and improves efficiency in pharmacies and is the first real innovation in the
PharmX business under Corum’s ownership. PharmXchange is fully integrated with PharmX to enable
electronic invoicing and allow suppliers to take advantage of the PharmX messaging functionality
without requiring a full PharmX integration. This feature is especially attractive for smaller suppliers
that don’t have the technical resources to manage a full PharmX integration. The platform also offers
tailored digital sales and marketing options for brands and products, particularly in its ability to host
brand stores, showcase promotions and provide a one stop shop for product information and training.
PharmXchange also has integrated payment functionality to allow a payments solution that accepts
payment upfront or on account depending on individual supplier and pharmacy arrangements. There
have already been a number of major global suppliers such as Haleon and Revlon sign up to be part
of the platform, and it is currently being rolled out in a controlled manner across a concentrated group
of pharmacies.
The environment for our pharmacy software business remains challenging with Group decisions on
software continuing to influence pharmacy choice. Corum has continued to invest into our software
product portfolio, with continued functionality improvements in Corum Clear Dispense (CCD). There
have been ongoing changes in government regulatory requirements and Corum is ensuring its products
keep up with the required changes. In the current year there have been further enhancements around
ePrescribing, including Active Script List. We launched Cyber Defence in December 2021 in response
Chairman’s letter to shareholders
Corum Group Limited Annual Report 2022
3
Chairman’s letter to shareholders continued
to the increasingly prevalent ransomware attacks targeting the industry. This has been well received
and we expect this product to gain further traction in the year ahead especially as it is a software
agnostic solution. We are continuing to review our position in our enterprise and retail software. We
have continued to enhance our market leading head office solution and have been working on a new
cloud based retail and point of sale system to complement the work we have been doing on our cloud
based head office system, Corum Clear Enterprise (CCE).
The sale of the non-core real estate eCommerce business during the year was a significant milestone
in our business strategy and has allowed us to continue to refine our focus in the health sector. The
sale of this declining business generated proceeds of $500,000.
Corum has benefited from the changes in the Board and management team implemented in the
previous financial year. During the current financial year, Julian Sallabank resigned as CEO, and I have
taken up the position of Executive Chairman and Interim CEO while a comprehensive search for a new
CEO is undertaken. We also continue to look at corporate structure and acquisition opportunities that
that make strategic and commercial sense.
Corum remains focused on growth and achieving sustainable long-term profitability. The trends
in community pharmacy mean digital, data and technology play an ever-increasing role in how
pharmacies deliver their services to customers. Corum is actively supporting and addressing this
need in the market through our recent developments. We will continue to build on our relationships
with pharmacies and suppliers to the industry and seek to provide value to all of our stakeholders.
I would like to thank you for your continued support of Corum Group.
Yours sincerely
Nick England
Executive Chairman
30 August 2022
4
Corum Group Limited Annual Report 2022
4
Directors’ report
Name: Nick England
Title:
Executive Chairman
Dates: Appointed Executive Chairman and Interim Chief Executive Officer on 1 February 2022, previously
Non-executive Chairman
Qualifications: B. Sc (Pharm), Graduate of the Advanced Management Programme at Harvard Business School
in 2003.
Experience and expertise: Nick has over 35 years of experience and high level global relationships formed through
his consulting and senior management roles in Australia, the UK and Europe. He held senior management roles with
the global health and beauty company Alliance UniChem PLC (now Walgreens Boots Alliance), which operates 13,000
pharmacies and distributes across 11 countries. As Group Director for Alliance UniChem, Nick was responsible for
merger, acquisition and service agreement opportunities with key global network partners. Previously, Nick was also
CEO of Alliance UniChem Retail International with responsibility for 300 pharmacies across Europe. He is currently a
Principal of Sydney-based international retail pharmacy consultancy IQ Consulting.
Other current listed directorships: None
Former listed directorships (last 3 years): None
Interests in shares: 26,853,334 ordinary shares
Name: Jon Newbery
Title:
Non-executive Director
Qualifications: Fellow of ICAEW, GAICD
Experience and expertise: Jon has over 30 years’ experience in senior executive and Board roles for ASX listed
companies operating in the technology, telecommunications, urban services and facilities management sectors. Jon is
currently Head of Corporate Finance & Projects for ASX listed Downer EDI Limited responsible for strategic acquisitions
and disposals for the group. He is also Chairman of Repurpose It Pty Ltd, a Victorian-based business focused on the
recycling of construction and demolition materials and organics. Previously Jon held roles as the Chief Executive Officer
of ASX listed Clarity OSS Limited which developed operational support systems for global telecommunications service
providers and as Non-Executive Chairman of UK based banknote trading system platform developer IMX Software.
Primary areas of expertise include mergers and acquisitions, corporate finance, financial and strategic planning and the
implementation and oversight of reporting and corporate governance structures.
Other current listed directorships: None
Former listed directorships (last 3 years): None
Special responsibilities: Chairman of the Audit and Risk Committee and member of the Remuneration
and Nomination Committee.
Interests in shares: 1,713,413 ordinary shares
The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter
as the ‘Group’) which consists 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 2022.
Directors
The following were directors of Corum Group Limited during the financial year and up to the date of this report unless
otherwise stated:
Corum Group Limited Annual Report 2022
5
Directors’ report continued
Name: Jayne Shaw
Title:
Non-executive Director
Experience and expertise: Jayne has significant experience in healthcare management built from a clinical nursing
background. Jayne has held senior management roles in two Australian private hospitals and established an Australian
and international consulting business which was sold to Healthsouth, a large US Healthcare company. After this, Jayne
became the co-founder of Vision Group, a business that was successfully listed on the ASX. Jayne has been a member of a
number of private healthcare boards involved with specialist consolidation including cardiology, cancer care, orthopaedics,
and women’s health and has continued to work with private equity firms on local and international healthcare transactions.
Jayne also holds positions on the boards of Mable Technologies, The Woolcock Research Institute, and The Citadel
Group, and as Chair of BCAL Diagnostics.
Other current listed directorships: BCAL Diagnostics Limited
Former listed directorships (last 3 years): The Citadel Group (Jayne is still a director, but the company
is no longer listed)
Special responsibilities: Chair of the Remuneration and Nomination Committee and member of the
Audit and Risk Committee.
Interests in shares: 2,780,953 ordinary shares
Name: Dennis Bastas
Title:
Non-executive Director
Qualifications: B.E., MAICD
Experience and expertise: Dennis has operated as an entrepreneur in Australia’s pharmaceutical sector since 2002 when
he founded his first generic pharmaceutical company Genepharm. Over the past two decades he has gained extensive
experience in the global pharmaceutical manufacturing industry and the Australian and Asian retail pharmacy market.
Dennis is currently the majority shareholder and Executive Chairman of two of Australia’s leading generic pharmaceutical
companies, Arrotex Pharmaceuticals and Juno Pharmaceuticals. Arrotex Pharmaceuticals, formed following the merger
of Arrow Pharmaceuticals and Apotex Australia in July 2019, is Australia’s largest generic pharmaceutical and private
label OTC medicines company and distributes medicines that account for over 30% of all PBS prescriptions dispensed
in Australian pharmacies. Juno Pharmaceuticals is Australia’s second largest specialist hospital pharmaceutical company
distributing a number of generic specialty oncology and anti-infective medicines. Dennis is also currently the co-founder
and Chairman of myDNA – a world leading pharmacogenomic and health genomic platform company. Prior to 2002 Dennis
held senior executive positions in Coles Myer and Village Roadshow where he worked in Logistics, Retail Strategy and IT.
Other current listed directorships: None
Former listed directorships (last 3 years): None
Special responsibilities: Member of the Remuneration and Nomination Committee.
Interests in shares: 60,000,000 ordinary shares
Name: Julian Sallabank
Title:
Managing Director
Dates: Resigned as Managing Director on 31 January 2022
Qualifications: Master’s in Business and Technology (Australian Graduate School of Management / Australian
Business School)
Experience and expertise: Julian has experience in senior executive and Board roles for both private and ASX listed
companies across a number of sectors including medical technology. His primary areas of expertise are strategic
planning, commercialisation and organisational development of both domestic and international businesses. Julian
is currently Managing Director of a privately-owned early stage medical research impact and innovation fund. The
Fund collaborates with the Murdoch Children’s Research Institute and has developed a varied portfolio including
Therapeutics, Diagnostics and Digital Health.
Other current listed directorships: None
Former listed directorships (last 3 years): None
6
Corum Group Limited Annual Report 2022
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Directors’ report continued
‘Other current listed directorships’ and ‘Former listed
directorships (last 3 years)’ quoted above are current or
former directorships for listed entities only and excludes
directorships of all other types of entities, unless
otherwise stated.
Company Secretary
Eryl Baron (AGIA) is the Company Secretary. Eryl has
an extensive background in corporate secretarial and
corporate governance with listed companies in a wide
range of industries.
Dividends
No dividends have been declared.
Principal activities
Corum Group Limited (ASX: COO) is a technology and
software development business. The key business
activities relate to:
• Health Services – which develops and distributes
business software for the pharmacy industry with
emphasis on PharmX, an electronic ordering
gateway; PharmXchange, a newly launched online
platform integrated with PharmX; and health
software, delivering point-of-sale and pharmaceutical
dispensing software, multi-site retail management,
support services and computer hardware.
• Corum eCommerce – which operates a payment
gateway primarily for the real estate sector. This
segment was disposed of during the current year.
Operating and Financial Review
Revenue for Health Services is derived from recurring
software
subscriptions,
usage
fees,
software
development services, the sale of hardware, training
and other services.
The health business product portfolio includes an
electronic gateway, PharmX, which links pharmacies to
suppliers with an ordering and messaging service. It
also consists of enterprise systems that assist with the
management of multiple stores within pharmacy groups,
with the flexibility to address the varied and complex
ownership and management structures common to
many of these groups, products that support pharmacy
dispensing and point of sale and related activities.
Corum maintains a software development function
creating and updating products, a full-service support
centre as well as technical and business development
teams. During the current financial year Corum Health
released its Cyber Defence product to offer pharmacies
an enterprise level data protection solution.
Corum eCommerce revenue was derived from recurring
service charges and transaction-based fees for payment
services, facilitated using in house developed platforms,
largely for residential real estate rentals. The business
included operational and software development teams.
During the current financial year this non-core business
was disposed. This has streamlined our operations and
will enable the Group to focus on the growth of the
health division.
Revenue
Revenue from continuing operations for the year was
$12.0 million, up 1% on the previous period (2021:
up 26%). Revenue from continuing operations is
the contribution from the Health segment, as the
eCommerce segment was reported as a discontinued
operation. The current year revenue improvement of
$0.1m has been mainly driven by increasing the number
of direct users of the PharmX platform – an electronic
ordering and invoicing gateway. However, this growth
was partially offset by some industry consolidation,
across both pharmacy banner groups using the Group’s
software, and suppliers in the pharmacy industry using
the PharmX gateway.
The eCommerce business sale was completed in March
2022. Revenue from ordinary operations in the year up
to the date of sale was $0.9m, and the proceeds from
the sale of the business were $0.5m cash.
Profit
For the year ended 30 June 2022, the Group reported
an operating profit before tax, fair value adjustments
and contract settlement from continuing operations of
$298,000 which compares to $1,087,000 in the prior
year. The main driver of the reduced operating profit has
been increased amortisation expense as we continue
to accelerate the amortisation on some of our products
that are close to being replaced by newer generation
products. All current products being used also continue
to be amortised including Corum Clear Dispense and
the acquired PharmX intangible assets. There has been
increased spend across most expense categories as
we continue to invest in the business to be in a position
for future revenue growth. This has included consulting
costs as we seek acquisition opportunities.
The contribution from the eCommerce business to
ordinary operations prior to its disposal in the current
year was a loss before tax of $71,000 (2021: profit of
$13,000). The gain on sale recorded was $336,000.
Corum Group Limited Annual Report 2022
7
Directors’ report continued
Profit continued
There were some one-off costs in the current period
related to the legal fees for the ongoing PharmX
matters, the previous CEO’s termination payment and
consulting costs. In total these were $1,126,000 and
are considered non-recurring. In the prior year there
were non-recurring costs of $1,373,000 – also largely
related to the PharmX legal case and an organisational
restructure.
The statutory profit after tax for the financial year was
$252,000 (2021: $1,091,000).
Cash and investment
Operating cash flow for the year was $3.3 million
compared to $3.2 million in the prior year, an
improvement of 4%. Increased revenue inflows and
improved collections were the main contributor to the
positive result. There has also been some savings in
cash costs, with a focus on managing expenditure,
particularly over the past 6 months.
Substantial
investment
continued
in
software
development throughout the year. There was $5.0m of
research and development expenditure incurred in the
current year, with $3.5m of this amount being capitalised.
The focus of a large portion of the development spend
in the current year was on enhancements to the PharmX
platform as well as the development and launch of
PharmXchange.
There has been significant development to continue
to enhance PharmX functionality to drive increased
utilisation and attract new suppliers. PharmX is the
pre-eminent electronic gateway that links pharmacies,
pharmaceutical wholesalers and direct suppliers
within the pharmacy market, and it continues to be
highly reliable and effective in the services provided.
Some of the developments in the current year allow
for easier supplier onboarding, both for the suppliers
connecting to PharmX and the pharmacies connecting
to the suppliers. This automation is an important step
in increasing the utilisation growth as the onboarding
process has often slowed new customer set-ups.
A new platform, PharmXchange, was launched
during the current year. PharmXchange builds on the
functionality of PharmX and provides a digital sales and
marketing solution for suppliers and improves efficiency
in pharmacies. It is fully integrated with PharmX to
utilise the electronic ordering and invoicing functionality.
In addition, it offers suppliers tailored digital sales
and marketing options, and an integrated payments
solution. There is no integration required by suppliers to
use the platform which eliminates any of the onboarding
barriers previously experienced with PharmX, especially
for smaller suppliers. PharmXchange already has close
to 20 suppliers signed up and is currently in pilot with
a concentrated group of pharmacies. The platform is
expected to generate revenues from FY23.
Development has continued on Corum Clear Dispense
to
implement
continued
government
regulatory
changes and product improvements. During the year,
we have also launched a Cyber Defence product that
offers state-of-the art cyber protection for Australian
pharmacies. This subscription-based service, which
is a whole of market offering, is designed to prevent
increasingly prevalent ransomware attacks and ensure
pharmacy patient data is protected with enterprise level
technology.
The eCommerce business was sold for $0.5m in FY22.
This was an important strategic decision to ensure
the business can put greater focus on the growth of
PharmX and the opportunities in the Health segment.
At the end of the financial year, cash on hand was $5.8
million, down $0.7m on the previous year.
Outlook
Corum’s focus for the next year is on profitable revenue
growth, capitalising on the investments made into
PharmX and PharmXchange during the current year.
We will continue to drive the number of suppliers on the
platforms, as well as utilisation on the platforms through
the retail group agreements PharmX has entered into
during the current year.
Corum will also continue to focus on increasing the
market penetration of Corum Clear Dispense, and
reviewing our retail and head office software offerings.
Operating and Financial Review continued
Corum Group Limited Annual Report 2022
8
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 2022, and the number of meetings attended by each director were:
Remuneration and
Audit and Risk
Nomination
Full Board
Committee
Committee
Attended
Held
Attended
Held
Attended
Held
Nick England
11
11
3
3
3
3
Jon Newbery
11
11
5
5
3
3
Jayne Shaw
11
11
2
2
3
3
Dennis Bastas
10
11
–
–
–
–
Julian Sallabank
6
6
–
–
–
–
The Executive Chairman is invited to and attends meetings of both committees, where appropriate.
Held: represents the number of formal meetings held during the time the director was in office or was a member of
the relevant committee. In addition to formal board meetings the directors held numerous other meetings and informal
discussions during the financial year.
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.
Matters subsequent to the end of the
financial year
No matters or circumstances have arisen since 30
June 2022 that have 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 Operating and Financial Review
and elsewhere in the Annual Report, insofar as such
information does not result in unreasonable prejudice
to the Group.
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 of $65,000 in respect of a contract to insure
the directors and executives of the Company against
any 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 Group, or to intervene in
any proceedings to which the Group is a party for the
purpose of taking responsibility on behalf of the Group
for all or part of those proceedings. The Group was not
a party to any such proceedings during the year.
Corum Group Limited Annual Report 2022
9
Directors’ report continued
Environmental regulations
The Group is not subject to any significant environmental
regulation under Australian Commonwealth or State
law.
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 Audit Pty Ltd continues in office in accordance
with section 327 of the Corporations Act 2001.
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
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 Group, acting as
advocate for the Group or jointly sharing economic
risks and rewards.
Corporate governance statement
The
Corum
Corporate
Governance
Statement
discloses how the Group complies with the
ASX Corporate Governance Council Corporate
Governance
Principles
and
Recommendations
(4th Edition) and sets out the Group’s main
corporate governance practices. This statement has
been approved by the Board and is current as of
30 August 2022.
In accordance with Listing Rule 4.10.3, the Group’s
Corporate Governance Statement and Appendix
4G 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.
Corum Group Limited Annual Report 2022
10
Directors’ report continued
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.
Principles used to determine the nature and amount
of remuneration
The Group provides appropriate rewards to attract and
retain high quality and committed employees.
Base salaries of executives are determined by
management having regard to the nature of each role,
the experience and performance of the individual and
are reviewed by the Remuneration and Nomination
Committee. The directors look to satisfy the following
key criteria when assessing the appropriate levels of
remuneration:
• Competitiveness and reasonableness;
• Acceptability to shareholders; and
• Transparency.
The Remuneration and Nomination Committee consists
of three non-executive directors who are responsible for
determining and reviewing remuneration arrangements
for the Group’s directors and executives and has
oversight of the hiring and remuneration practices
within the Group. The remuneration philosophy is to
attract, motivate and retain high-performing employees.
The Remuneration Committee may from time to
time receive advice from independent remuneration
consultants. The process of this engagement is
managed by the Chair of the Remuneration and
Nomination Committee independently of the individuals
(management) to whom the recommendations relate
to ensure that the recommendations are prepared and
presented free of undue influence by any persons. No
such engagement occurred during the current financial
year.
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 chair or a member 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 to determine their remuneration.
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.
Executive remuneration
The Group 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.
The executive remuneration and reward framework has
the following components:
• base pay and non-monetary benefits;
• other remuneration such as superannuation; and
• incentives.
The combination of these comprises the executive’s
total remuneration.
Fixed
remuneration,
consisting
of
base
salary,
superannuation
and
non-monetary
benefits,
is
reviewed annually by the Remuneration and Nomination
Committee based on individual and 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 where it does not
create any additional costs to the Group and provides
additional value to the executive.
Performance evaluation
A performance evaluation of the Board was carried
out for the year ended 30 June 2021, and will also be
carried out for the current financial year. A performance
evaluation of the senior executives has also been
conducted for the current financial year. The review
includes consideration of their function, achievement of
individual targets and agreed objectives and the overall
performance of the individual.
Corum Group Limited Annual Report 2022
11
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.
(i)
Nick
England
transitioned
from
non-executive
to
executive chairman on 1 February 2022, with no change
to his chairman fee. He was also appointed Interim Chief
Executive Officer on 1 February 2022 with an annual salary
of $360,000.
(ii)
Jayne Shaw was appointed non-executive director on
15 October 2020.
(iii)
Dennis Bastas was appointed non-executive director on
2 December 2020.
(iv) Julian Sallabank was appointed Chief Executive Officer and
Managing Director on 1 September 2020. He resigned from
his position as Managing Director on 31 January 2022.
Salaries and fees for the year include $222,055 payment in
lieu of notice and accrued annual leave entitlements.
(v)
David Clarke resigned his position as Managing Director on
31 August 2020. Salaries and fees for the prior year include
$287,465 payment in lieu of notice and accrued annual
leave entitlements.
(vi) James Nevile was appointed Chief Operating Officer on 12
July 2021 with an annual salary of $250,000.
(vii) Zoe Hiller was appointed Chief Financial Officer on 1 July
2021 with an annual salary of $220,000.
Short term
Post-employment
Share based
benefits
benefits
payments
Salaries and Fees(1)
Incentives
Superannuation
Performance rights(2)
Total
$
$
$
$
$
Directors:
Nick England (i)
2022
273,962
–
17,170
–
291,132
Executive Chairman
2021
124,000
–
11,870
–
135,870
Jon Newbery
2022
96,800
–
–
–
96,800
Non-executive Director
2021
96,342
–
–
–
96,342
Jayne Shaw (ii)
2022
86,250
–
8,625
–
94,875
Non-executive Director
2021
58,333
–
5,542
–
63,875
Dennis Bastas (iii)
2022
81,233
–
–
–
81,233
Non-executive Director
2021
46,247
–
–
–
46,247
Julian Sallabank (iv)
2022
407,756
–
25,532
(17,905)
415,383
Managing Director
2021
323,466
65,625
20,407
17,905
427,403
David Clarke (v)
2022
–
–
–
–
–
Managing Director
2021
226,860
–
17,860
(13,052)
231,668
Other Key Management
Personnel:
James Nevile (vi)
2022
252,477
–
23,263
9,625
285,365
Chief Operating Officer
2021
–
–
–
–
–
Zoe Hillier (vii)
2022
228,250
–
23,250
22,440
273,940
Chief Financial Officer
2021
–
–
–
–
–
Total 2022
1,426,728
–
97,840
14,160
1,538,728
Total 2021
875,248
65,625
55,679
4,853
1,001,405
(1) In the table above, salaries and fees include leave payments and movements in annual leave accruals
(2) The value of the performance rights disclosed is the fair value of the instruments allocated to profit and loss this reporting period.
12
Corum Group Limited Annual Report 2022
12
Directors’ report continued
Remuneration report (audited) continued
Fixed and variable remuneration
All remuneration in the above table is fixed apart from
the incentives and share based payments. Incentives
are discretionary based on performance, and the
performance rights vest based on certain performance
hurdles, service conditions and exercise conditions being
achieved. Refer to note 26 for further details.
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:
Nick England
Title:
Interim Chief Executive Officer
Agreement
commenced:
1 February 2022
Term of agreement: Retained on a month-to-month
basis with no fixed term
Details: Nick was appointed Interim Chief Executive
Officer on 1 February 2022. In addition to his Chairman
fees, monthly remuneration is $30,000, plus statutory
superannuation. The agreement is terminable at the
Board’s discretion. No short-term or long-term incentives
are to be awarded given the interim nature of the role.
Name:
James Nevile
Title:
Chief Operating Officer
Agreement commenced: 12 July 2021
Term of agreement:
Ongoing
Details: James was appointed Chief Operating Officer
on 12 July 2021. He has an annual base salary of
$250,000, plus statutory superannuation. Either party
may terminate the employment with three months written
notice, or immediately in the event of misconduct. The
remuneration package also includes short-term and
long-term incentive components. A short-term incentive
of up to $100,000 per annum requires the achievement
of individual targets and agreed objectives, and overall
Group performance targets. A long-term incentive of
1,000,000 performance rights has also been granted.
Post termination restraints: Poaching of clients or
providing services to clients is prohibited for 12 months
from termination date. Poaching of staff is prohibited for
12 months from termination date. Providing services to
competitors is prohibited for 6 months from termination
date. All confidentiality requirements continue post
termination and all confidential information must be
returned to the company upon termination and any
developments or intellectual property developed during
the course of employment remains the property of the
company.
Name: Zoe Hillier
Title:
Chief Financial Officer
Agreement commenced: 1 July 2021
Term of agreement:
Ongoing
Details: Zoe was appointed Chief Financial Officer
on 1 July 2021. She has an annual base salary of
$220,000, plus statutory superannuation. Either party
may terminate the employment with two months written
notice, or immediately in the event of misconduct. The
remuneration package also includes short-term and
long-term incentive components. A short-term incentive
of up to $20,000 per annum requires the achievement
of individual targets and agreed objectives, and overall
Group performance targets. A long-term incentive of
1,000,000 performance rights has also been granted.
Post termination restraints: Poaching of clients or
providing services to clients is prohibited for 12 months
from termination date. Poaching of staff is prohibited for
12 months from termination date. Providing services to
competitors is prohibited for 6 months from termination
date. All confidentiality requirements continue post
termination and all confidential information must be
returned to the company upon termination and any
developments or intellectual property developed during
the course of employment remains the property of the
company.
Other senior executives are employed under contracts
with termination periods between one and three months
and are eligible for their statutory employee entitlements
upon termination. Certain employees are subject to
restraints for an agreed period following termination.
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 2022.
Performance rights
The Corum Group Omnibus Equity Plan (“the Plan”)
allows the Company (Corum Group Limited) 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.
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.
Corum Group Limited Annual Report 2022
13
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:
Balance at
Received
Balance at
the start of
as part of
Disposals/
the end of
the year
remuneration
Additions 1
other 2
the year
Ordinary shares:
Nick England
26,853,334
–
–
–
26,853,334
Jon Newbery
1,713,413
–
–
–
1,713,413
Jayne Shaw
2,780,953
–
–
–
2,780,953
Dennis Bastas
60,000,000
–
–
–
60,000,000
James Nevile
–
–
–
–
–
Zoe Hillier
–
–
125,000
–
125,000
Julian Sallabank
–
–
–
–
–
91,347,700
–
125,000
–
91,472,700
1 Additions may represent the acquisition of shares, or shareholding on commencement as a key management personnel.
2 Disposal/other may represent the disposal of shares, or cessation as key management personnel.
None of the shares included in the table above are held by a nominee.
Grant Date
Number Granted
Fair Value at grant date
Vesting Date
James Nevile
9 December 2021
1,000,000
$21,700
12 July 2024
Zoe Hillier
9 December 2021
1,000,000
$21,700
30 September 2022
and 30 September 2023
The number of performance rights granted reflects the extent to which performance hurdles, service conditions and
exercise conditions associated with the grant are achieved.
The performance rights are subject to a service condition of continuous employment for three consecutive years.
Performance hurdles and exercise conditions are based on achievement of certain earnings per share targets. There is no
exercise price associated with these performance rights. The expiry date is the fifth anniversary of the grant date.
Performance rights holding
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:
Held at
Number
Lapsed /
Held at
Vested and exercisable
1 July 2021
Granted
Exercised
30 June 2022
at 30 June 2022
Julian Sallabank
4,000,000
–
4,000,000
–
–
James Nevile
–
1,000,000
–
1,000,000
–
Zoe Hillier
–
1,000,000
–
1,000,000
–
Share-based compensation continued
The number and value of performance rights granted during the year in relation to key management personnel are as
follows:
Corum Group Limited Annual Report 2022
14
Directors’ report continued
Remuneration report (audited) continued
Additional Information
The results of the Group for the five years to 30 June 2022 are summarised below:
2018
2019
2020 (Restated)1
2021
20222
$’000
$’000
$’000
$’000
$’000
Sales revenue
11,176
10,134
9,116
12,700
13,339
Profit before impairment, fair value and tax
650
561
144
1,100
563
Profit/(loss) after income tax
251
(4,205)
176
1,091
252
Total equity
14,227
9,562
13,197
22,930
23,203
Net Cash on hand
4,971
2,333
2,323
6,478
5,759
1 Retained earnings was restated as a result of a one-off non-recurring adjustment identified during a review of banking
arrangements and internal IT transactional applications.
2 Results presented include the eCommerce segment, a discontinued operation. This is on a comparable basis to
comparatives presented.
The factors that are considered to affect total shareholders return (‘TSR’) are summarised below:
2018
2019
2020
2021
2022
Share price at financial year end (cents)
2.5
3.0
4.3
8.7
3.4
Basic earnings per share (cents per share)
0.10
(1.64)
0.05
0.20
0.04
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
Nick England
Jon Newbery
Chairman
Director
30 August 2022
Sydney
Corum Group Limited Annual Report 2022
15
Directors’ report continued
16
Corum Group Limited Annual Report 2022
16
Consolidated
2022
2021
Note
$’000
$’000
Revenue from continuing operations
3
11,951
11,875
Expenses related to continuing operations
Materials and consumables
(1,399)
(1,599)
Marketing
(264)
(161)
Employee benefits
4
(6,038)
(6,069)
Share-based payments
20
(21)
–
Technology, communication and cloud costs
(855)
(830)
Legal
(892)
(731)
Consulting
(227)
(86)
Other
(142)
(19)
Research and development tax benefit
431
615
Depreciation and amortisation
4
(2,175)
(1,774)
Finance costs
(71)
(134)
Profit from continuing operations before fair value
adjustments, contract settlement, and income tax expense
298
1,087
Fair value adjustment of investments
–
1,727
Contract settlement
–
(1,468)
Profit before tax from continuing operations
298
1,346
Income tax
6
(280)
(268)
Profit from continuing operations
18
1,078
Profit from discontinued operations
7
234
13
Profit for the year attributable to the owners of Corum Group Limited
252
1,091
Other comprehensive income for the year, net of tax
–
–
Total comprehensive income for the year attributable
to the owners of Corum Group Limited
252
1,091
Cents
Cents
Basic earnings per share
8
0.04
0.20
Diluted earnings per share
8
0.04
0.20
Statement of profit or loss
and other comprehensive income
FOR THE YEAR ENDED 30 JUNE 2022
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
Corum Group Limited Annual Report 2022
17
Consolidated
2022
2021
Note
$’000
$’000
ASSETS
Current assets
Cash and cash equivalents
10
5,759
6,478
Trade and other receivables
11
1,085
848
Inventories
42
34
Income tax receivable
6
1,549
1,548
Other assets
151
298
Related to discontinued operations
7
–
1,210
8,586
10,416
Non-current assets
Property, plant and equipment
12
291
494
Right of use assets
13
312
296
Intangibles
14
20,725
19,285
Deferred tax assets
6
707
804
Security deposits
148
51
Related to discontinued operations
7
–
1
22,183
20,931
Total assets
30,769
31,347
LIABILITIES
Current liabilities
Trade and other payables
15
3,828
3,528
Provisions
16
900
932
Lease liability
13
303
280
Deferred revenue
83
152
Related to discontinued operations
7
–
1,495
5,114
6,387
Non-current liabilities
Other payables
17
1,305
726
Provisions
16
106
109
Deferred tax liability
6
1,018
1,143
Lease liability
13
23
41
Related to discontinued operations
7
–
11
2,452
2,030
Total liabilities
7,566
8,417
Net assets
23,203
22,930
EQUITY
Issued capital
18
98,366
98,366
Reserves
20
39
18
Accumulated losses
(75,202)
(75,454)
Total equity
23,203
22,930
Statement of financial position
AS AT 30 JUNE 2022
The above statement of financial position should be read in conjunction with the accompanying notes.
Corum Group Limited Annual Report 2022
18
The above statement of changes in equity should be read in conjunction with the accompanying notes.
Issued
Share-based
Accumulated
Total
capital
Payments Reserve
losses
equity
Consolidated
$’000
$’000
$’000
$’000
Balance at 30 June 2020
89,724
18
(76,545)
13,197
Profit after income tax expense for the year
–
–
1,091
1,091
Other comprehensive income
–
–
–
–
Total comprehensive income for the year
–
–
1,091
1,091
Issue of new capital, net of transaction costs
8,642
–
–
8,642
Performance rights issued
–
18
–
18
Performance rights lapsed
–
(18)
–
(18)
Balance at 30 June 2021
98,366
18
(75,454)
22,930
Profit after income tax expense for the year
–
–
252
252
Other comprehensive income
–
–
–
–
Total comprehensive income for the year
–
–
252
252
Performance rights issued
20
–
39
–
39
Performance rights lapsed
20
–
(18)
–
(18)
Balance at 30 June 2022
98,366
39
(75,202)
23,203
Statement of changes in equity
FOR THE YEAR ENDED 30 JUNE 2022
Corum Group Limited Annual Report 2022
19
Consolidated
2022
2021
Note
$’000
$’000
Cash flows from operating activities
Receipts from customers
12,582
12,229
Payments to suppliers and employees
(10,839)
(10,943)
Interest and other revenue received
29
108
Income tax paid
(432)
(272)
Research and development incentive
1,987
1,973
Cashflows from discontinued operations
(46)
67
Net cash from operating activities
21
3,281
3,162
Cash flows from investing activities
Payments for property, plant and equipment
12
(96)
(300)
Payments for intangible assets
(3,879)
(3,789)
Acquisition of subsidiary
–
(2,097)
Cashflows from discontinued operations
7
336
–
Net cash used in investing activities
(3,639)
(6,186)
Cash flows from financing activities
Proceeds from issue of ordinary shares
–
8,936
Share issue transaction costs
–
(392)
Principal paid on lease liabilities
(318)
(402)
Interest paid on lease liabilities
(27)
(33)
Distributions paid
–
(896)
Cashflows from discontinued operations
(16)
(34)
Net cash (used in) / from financing activities
(361)
7,179
Net increase / (decrease) in cash and cash equivalents
(719)
4,155
Cash and cash equivalents at the beginning of the financial year
6,478
2,323
Cash and cash equivalents at end of the financial year
10
5,759
6,478
Statement of cash flows
FOR THE YEAR ENDED 30 JUNE 2022
The above statement of cash flows should be read in conjunction with the accompanying notes.
Corum Group Limited Annual Report 2022
20
Note 1. Significant accounting policies
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
The Group has adopted all of the new or amended
Accounting Standards and Interpretations 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
adopted.
Basis of preparation
These general purpose financial statements have been
prepared in accordance with Australian 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.
Going Concern
The financial statements have been prepared on the
going concern basis, which contemplates continuity of
normal business activities and the realisation of assets
and discharge of liabilities in the normal course of
business.
Parent entity information
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 2022
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.
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 the
statement of profit or loss.
Notes to the financial statements
30 JUNE 2022
Corum Group Limited Annual Report 2022
21
Notes to the financial statements 30 June 2022 continued
Note 1. Statement of significant accounting policies continued
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
for impairment whenever events or changes in
circumstances indicate that the carrying amount may
not be recoverable. An impairment loss is recognised
for the amount by which the asset’s 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 effective from
1 July 2021
There are no new standards impacting the Group that
have been adopted in the annual financial statements
for the year ended 30 June 2022 which have given rise
to changes in the Group’s accounting policies.
The following new standards have been implemented
but have not had an impact on the Group:
Amendment
Effective date
AASB 16 Amendment – Extension to
Covid-19 Related Rent Concessions
1/07/2021
Corum Group Limited Annual Report 2022
22
Notes to the financial statements 30 June 2022 continued
Note 1. Statement of significant accounting policies continued
New Accounting Standards and Interpretations
not yet effective
Australian Accounting Standards and Interpretations
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
2022.
The Group is yet to access the impact of these new or
amended Accounting Standards and Interpretations but
does not expect them to have any material impact on
the financial statements.
Note 2. Critical accounting judgements, estimates and
assumptions
The preparation of the financial statements requires
management to make judgements, estimates and
assumptions that affect the reported amounts in the
financial statements. Management continually evaluates
its judgements and estimates in relation to assets,
liabilities, contingent liabilities, revenue and expenses.
Management bases its judgements, estimates and
assumptions on historical experience and on various
other 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.
Product Development Costs
The Group incurs significant costs associated with the
development of products for which benefits accrue over
many reporting periods. This requires management
to critically review software product development
(net of research and development incentives) costs to
clearly delineate development and the relationship with
future potential benefits that are likely to accrue. This
assessment of what constitutes product development for
capitalisation and the expected future benefits to derive
the amortisation period, once the asset is available for
use or being marketed, is a series of critical judgements
management is required to make based on historic
product performance, market knowledge and analysis.
Goodwill and other intangibles assets
The Group tests annually, or more frequently if events or
changes in circumstances indicate impairment, whether
goodwill and other intangible 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 intangible assets
have been allocated, 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.
Corum Group Limited Annual Report 2022
23
Notes to the financial statements 30 June 2022 continued
Accounting policy for revenue recognition
Revenue is recognised as the client receives the benefit
of the goods or services provided under a commercial
contract, in an amount that reflects the consideration to
which the provider expects to be entitled for the transfer
of the goods or services. If an amount is received from
a customer before the following revenue recognition
policies are met, it is treated as deferred revenue until it
can be recognised.
Determining the transaction price
The Group’s revenue is derived from fixed price
agreements and therefore the amount of revenues to be
earned from each agreement is determined by reference
to those fixed prices. There is no variable consideration
with these agreements. All consideration is due within
12 months and is therefore not discounted.
Allocation of amounts to performance obligations
For most agreements, there is only one performance
obligation and a fixed unit price for the goods or
services provided. As such, there is no judgement
involved in the allocation of amounts to specific
performance obligations. In those instances where
there is more than one performance obligation, the
unit price is clearly defined and is allocated against the
specific performance obligation. Some goods sold by
the Group include warranties which require the Group
to either replace or mend a defective product during
the warranty period if the goods fail to comply with
agreed-upon specifications. In accordance with AASB
15, such warranties are not accounted for as separate
obligations and hence no revenue is allocated to them.
Rendering of services
Maintenance and subscription revenue is recognised
over time in line with the invoice period. Performance
obligations are satisfied over time. This is a faithful
depiction of the transfer of services, as customers
simultaneously receive and consume services provided
over the invoiced period.
Transaction processing fees for the eCommerce
business are recognised on completion of the transfer of
funds. This is when the Group meets their performance
obligation under the contract to facilitate the payment.
Sale of goods
Sale of goods revenue is recognised at a point in time
when the Group have met all of their performance
obligations including delivery and if applicable the
installation of hardware. There is limited judgement in
identifying the point control passes, once the goods are
delivered or at the point of installation depending on the
type of good.
Note 3. Revenue and other income
Consolidated
2022
2021
$’000
$’000
Revenue from contracts with customers from continuing operations
Rendering of services
11,581
10,858
Sales of goods
341
335
11,922
11,193
Other revenue
Revenue from unlisted entity
–
574
Interest and other revenue
29
108
29
682
Total revenue and other income from continuing operations
11,951
11,875
Ordinary revenue from discontinued operations
863
1,507
Proceeds from disposal of discontinued operations
500
–
Other revenue recognised on disposal
54
–
Total revenue and other income
13,368
13,382
Corum Group Limited Annual Report 2022
24
Note 5. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by BDO Audit Pty Ltd the auditor
of the Group:
Consolidated
2022
2021
$
$
Audit or review of the financial statements
98,100
104,500
Taxation and other non-audit services(i)
50,681
69,253
148,781
173,753
(i) Non-audit services included assistance in the areas of tax compliance and research and development.
Notes to the financial statements 30 June 2022 continued
Note 4. Expenses
Consolidated
2022
2021
$’000
$’000
Profit before income tax includes the following specific expenses:
Depreciation and amortisation
Software development
1,583
1,180
Leased assets
338
428
Property, plant and equipment
284
335
Capitalised depreciation costs
(6)
(117)
Less depreciation related to discontinued operations
(24)
(52)
Total depreciation and amortisation related to continuing operations
2,175
1,774
Employee benefits expenses
Employee benefits expenses
8,988
9,019
Capitalised development costs
(2,159)
(1,955)
Less employee benefits related to discontinued operations
(791)
(995)
Total Employee benefits related to continuing operations
6,038
6,069
Revenue from an unlisted entity
Revenue is recognised at the point at which the Group
is entitled to receive it.
Government grants
Government grants are recognised at fair value where
there is reasonable assurance 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. Except for amounts received under
the R&D tax incentive program, 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 3. Revenue and other income continued
Corum Group Limited Annual Report 2022
25
Notes to the financial statements 30 June 2022 continued
Note 6. Income tax
Consolidated
2022
2021
$’000
$’000
Income tax expense
Current income tax:
Current year income tax charge
346
422
Adjustment for current income tax if items credited directly to equity, capital raising costs
35
36
Adjustment for current income tax of previous year
(7)
–
Less income tax related to discontinued operations
(31)
–
Deferred tax:
Origination and reversal of temporary differences
(63)
(211)
Adjustment for change in tax rate
–
21
Income tax expense related to continuing operations
280
268
Statement of changes in equity
Deferred income tax related to items credited directly to equity, capital raising costs
(35)
61
Reconciliation of income tax expense and tax at the statutory rate
Profit before income tax expense from continuing operations
298
1,346
Profit before income tax expense from discontinued operations
265
13
Total profit before income tax expense
563
1,359
Tax at the statutory tax rate of 25% (2021: 26%)
141
353
Add / (deduct) tax effect of:
Fair value adjustment of investments
–
(517)
Non-deductible / non-assessable items
210
408
Adjustment for current income tax of previous year
(7)
–
Adjustment for use of prior year tax losses
(145)
(30)
Adjustment for current income tax of items credited directly to equity, capital raising costs
35
36
Utilisation and other movement in deferred tax assets
62
(211)
Utilisation and other movement in deferred tax liabilities
(125)
–
Movement in deferred tax assets due to adjustment for change in tax rate
–
21
Research and development, non-assessable income and non-deductible expenditure
140
208
Tax expense related to discontinued operations
(31)
–
Income tax expense related to continuing operations
280
268
Research and Development Tax Incentive
The Group 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 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.
Corum Group Limited Annual Report 2022
26
Notes to the financial statements 30 June 2022 continued
Consolidated
2022
2021
$’000
$’000
Deferred tax assets
Deferred tax assets comprise temporary differences attributable to:
Impairment of receivables
17
21
Employee benefits
263
285
Leased premises
6
6
Capital raising costs
89
123
Deferred settlement payments
232
348
Other provisions
100
21
707
804
Movements:
Opening balance
804
551
Credited / (debited) to profit or loss
(62)
192
Credited / (debited) directly to equity
(35)
61
Closing balance
707
804
Income tax receivable
Current year income tax charge
(346)
(422)
Current year research and development tax offset
1,895
1,970
1,549
1,548
Deferred Tax Liability
Arising from tax effect of recognising acquired
intangible assets, in a business combination
1,018
1,143
Note 6. Income tax continued
Consolidated
2022
2021
$’000
$’000
Tax losses not recognised
Losses carried forward (i)
3,231
3,256
Capital losses carried forward (i)
47
167
(i) 2021 losses carried forward are calculated at the 2022 tax rate of 25%
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 utilisation of these losses is expected to be minimal due to the application of the available fraction
which has been impacted by capital raises in recent years.
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 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.
Corum Group Limited Annual Report 2022
27
Notes to the financial statements 30 June 2022 continued
Note 6. Income tax continued
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 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, at the time of the transaction,
affects neither the accounting nor taxable profits; or
• 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.
The carrying amount of recognised and unrecognised
deferred tax assets are reviewed at each reporting
date. Deferred tax assets recognised are reduced to
the extent 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 it is probable 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 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 that the intercompany charge equals 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.
Corum Group Limited Annual Report 2022
28
Notes to the financial statements 30 June 2022 continued
Note 7. Discontinued operations
On 29 March 2022, Corum completed the sale of assets in its Real Estate eCommerce business unit to Zenith Payments
Pty Ltd. This is the only operation presented as a discontinued operation in the year ended 30 June 2022. The eCommerce
business operates a payment gateway primarily for the real estate sector. The assets sold were the intellectual property
rights, the rights of the vendor under the existing contracts, goodwill, business records, and telephone numbers.
The gain on disposal of discontinued operations was determined as follows:
2022
$’000
Cash consideration received
500
Other consideration received
–
Total consideration
500
Cash disposed of
–
Net cash inflow on disposal of discontinued operation
500
Additional revenue recognised on disposal
54
Employee benefit costs related to disposal
(177)
Legal costs related to disposal
(20)
Other disposal costs
(21)
Gain on disposal of discontinued operations
336
The ordinary Statement of profit or loss for discontinued operations prior to disposal was:
2022
2021
$’000
$’000
Revenue
863
1,507
Materials and consumables
(196)
(336)
Marketing
(2)
(3)
Employee benefits
(614)
(995)
Technology, communication and cloud costs
(67)
(88)
Legal
–
64
Other
(30)
(82)
Depreciation and amortisation
(24)
(52)
Finance costs
(1)
(2)
Profit / (loss) from discontinued operations before gain on
disposal and income tax expense
(71)
13
Gain on disposal of discontinued operations
336
–
Income tax
(31)
–
Net profit after tax from discontinued operations
234
13
Corum Group Limited Annual Report 2022
29
Notes to the financial statements 30 June 2022 continued
Note 8. Earnings per share
Consolidated
2022
2021
$’000
$’000
Profit after income tax attributable to the owners of
Corum Group Limited
252
1,091
Profit after income tax from discontinued operations
attributable to the owners of Corum Group Limited
234
13
Number
Number
Weighted average number of ordinary shares used in
calculating basic earnings per share
596,756,789
542,627,946
Weighted average number of ordinary shares used in calculating
diluted earnings per share
600,543,090
546,899,727
Cents
Cents
Earnings per share for profit attributable to the owners of Corum Group Limited
Basic earnings per share
0.04
0.20
Diluted earnings per share
0.04
0.20
Earnings per share for profit from discontinued operations attributable
to the owners of Corum Group Limited
Basic earnings per share
0.04
0.00
Diluted earnings per share
0.04
0.00
Note 7. Discontinued operations continued
30 June 2022
30 June 2021
$’000
$’000
Assets related to discontinued operations
Trade and other receivables
–
16
eCommerce payments awaiting clearance
–
1,194
Property, plant and equipment
–
1
–
1,211
Liabilities related to discontinued operations
Trade and other payables
–
1,273
Deferred revenue
–
100
Provisions
–
133
–
1,506
Accounting policy for earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the
profit or loss 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. Potential ordinary shares
are only treated as dilutive when they would decrease
earnings per share.
Corum Group Limited Annual Report 2022
30
Notes to the financial statements 30 June 2022 continued
Note 9. Operating segments
Identification of reportable operating segments
The Group is organised into two operating segments:
Health Services and eCommerce. During the current
financial year, the eCommerce segment was disposed
of. Refer to note 7 for further details. These operating
segments are based on internal reports 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 – which develops and distributes
business software for the pharmacy industry with
emphasis on an electronic ordering gateway, point-of-
sale and pharmaceutical dispensing software, multi-site
retail management, support services and computer
hardware.
eCommerce – which operates a payment gateway
primarily for the real estate sector. This segment was
disposed of during the current year. Refer to note 7 for
further details.
Intersegment transactions
An internally determined transfer price is set for all
intersegment 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.
Corporate
charges
are
allocated
to
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 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, physical location and usage. They
do not include intercompany balances.
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 current tax assets and
liabilities
• Cost associated with being listed on the Australian
Securities Exchange
• Inter-company balances
• Other financial liabilities
• Corporate actions
Major customers
During the year ended 30 June 2022 the Group did not
have any major customers that individually contributed
more than 10% of total revenue (2021: none).
Corum Group Limited Annual Report 2022
31
Notes to the financial statements 30 June 2022 continued
Note 9. Operating segments continued
Intersegment
elimination/
Health Services
eCommerce
unallocated
Total
Consolidated – 2022
$’000
$’000
$’000
$’000
Revenue
Rendering of services
11,575
863
6
12,444
Sale of goods
341
–
–
341
Interest and other revenue
–
54
29
83
Proceeds from sale
–
500
–
500
Total revenue
11,916
1,417
35
13,368
Profit / (loss) before gain on
sale of business and
income tax expense
887
(71)
(589)
227
Gain on sale of business
–
336
–
336
Profit / (loss) before income tax expense
887
265
(589)
563
Income tax expense
–
(31)
(280)
(311)
Net Profit / (loss) after tax
887
234
(869)
252
Depreciation and amortisation expense
2,141
24
34
2,199
Assets
Segment assets
23,258
–
–
23,258
Unallocated assets:
Cash and cash equivalents
4,456
Property, plant and equipment
63
Right of use assets
275
Deferred tax asset
707
Other assets
2,010
Total assets
30,769
Total assets include (net of research
and development incentive):
Addition of intangible asset
3,023
–
–
3,023
Addition of property, plant and equipment
85
–
11
96
Liabilities
Segment liabilities
5,871
–
–
5,871
Unallocated liabilities:
Trade and other payables
1,055
Provisions and other liabilities
640
Total liabilities
7,566
Operating segment information
Corum Group Limited Annual Report 2022
32
Notes to the financial statements 30 June 2022 continued
Note 9. Operating segments continued
Intersegment
elimination/
Health Services
eCommerce
unallocated
Total
Consolidated – 2021
$’000
$’000
$’000
$’000
Revenue
Rendering of services
10,858
1,507
–
12,365
Sale of goods
335
–
–
335
Interest and other revenue
578
–
104
682
Total revenue
11,771
1,507
104
13,382
Profit/(Loss) before fair value
adjustments, contract settlement
and income tax expense
1,618
13
(531)
1,100
Fair value adjustment of investments
1,727
–
–
1,727
Contract settlement
–
–
(1,468)
(1,468)
Profit/(Loss) before income tax expense
3,345
13
(1,999)
1,359
Income tax expense
–
–
(268)
(268)
Profit/(Loss) after income tax expense
3,345
13
(2,267)
1,091
Depreciation and amortisation expense
1,719
52
55
1,826
Assets
Segment assets
21,442
1,211
–
22,653
Unallocated assets:
Cash and cash equivalents
5,588
Property, plant and equipment
171
Right of use assets
177
Deferred tax asset
804
Other assets
1,954
Total assets
31,347
Total assets include (net of research
and development incentive):
Addition of intangible asset
15,791
–
–
15,791
Addition of property, plant and equipment
301
–
10
311
Liabilities
Segment liabilities
4,821
1,506
–
6,327
Unallocated liabilities:
Trade and other payables
985
Provisions and other liabilities
1,105
Total liabilities
8,417
Operating segment information
Corum Group Limited Annual Report 2022
33
Notes to the financial statements 30 June 2022 continued
Note 10. Current assets – cash and cash equivalents
Consolidated
2022
2021
$’000
$’000
Cash at bank
507
587
Cash on deposit
5,252
5,891
5,759
6,478
Accounting policy for cash and cash equivalents
Cash and cash equivalents include 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 insignificant risk of changes in value.
Note 11. Current assets – trade and other receivables
Consolidated
2022
2021
$’000
$’000
Trade receivables
1,086
903
Allowance for expected credit loss
(60)
(77)
1,026
826
Other receivables
59
38
Total trade and other receivables
1,085
864
Less trade and other receivables related to discontinued operations
–
(16)
Total trade and other receivables related to continuing operations
1,085
848
Consolidated
2022
2021
$’000
$’000
The ageing of the impaired trade receivables is as follows:
Less than 3 months overdue
39
37
3 to 6 months overdue
11
16
Over 6 months overdue
10
24
60
77
Corum Group Limited Annual Report 2022
34
Notes to the financial statements 30 June 2022 continued
Note 11. Current assets – trade and other receivables continued
Consolidated
2022
2021
$’000
$’000
Movements in the allowance for expected credit loss:
Opening balance
77
97
Bad debts written off
(11)
(48)
Additional provisions recognised
(6)
28
Closing balance
60
77
The ageing of the past due but not impaired trade receivables are as follows:
Less than 30 days overdue
65
37
31 to 60 days overdue
128
34
Over 60 days overdue
13
13
206
84
The Group has no significant concentration of credit risk with respect to any single counterparty or group of counterparties
for trade receivables 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 to be settled within normal trading terms are carried at amounts due.
Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectable are
written off by directly reducing the carrying amount.
To measure expected credit losses on a collective basis, trade receivables are grouped based on similar credit risk and
aging. The expected loss rates are based on the Group’s historical credit losses experienced over the two-year period
prior to the period end. The historical loss rates are then adjusted for both current and forward-looking information on
macroeconomic factors affecting the Group’s customers.
Other receivables are recognised at amortised cost, less any provision for impairment.
Corum Group Limited Annual Report 2022
35
Notes to the financial statements 30 June 2022 continued
Note 12: Non-current assets – property, plant and equipment
Consolidated
2022
2021
$’000
$’000
Leasehold improvements – at cost
87
87
Accumulated depreciation
(78)
(56)
9
31
Plant and equipment – at cost
2,521
2,602
Accumulated depreciation
(2,239)
(2,138)
282
464
Total property, plant and equipment
291
495
Plant and equipment – at cost related to discontinued operations
–
2
Accumulated depreciation related to discontinued operations
–
(1)
–
1
Total property, plant and equipment excluding discontinued operations
291
494
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set
out below:
Leasehold improvements
Plant and equipment
Total
Consolidated
$’000
$’000
$’000
Balance at 30 June 2020
53
472
525
Additions
–
311
311
Disposals
–
(6)
(6)
Depreciation capitalised
(5)
(112)
(117)
Depreciation expense
(17)
(201)
(218)
Balance at 30 June 2021
31
464
495
Additions
–
96
96
Disposals
–
(16)
(16)
Depreciation capitalised
–
(6)
(6)
Depreciation expense
(22)
(256)
(278)
Balance at 30 June 2022
9
282
291
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 directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of plant and equipment over their
expected useful lives as follows (this involves judgement):
Leasehold improvements
2-5 years
Plant and equipment
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.
Corum Group Limited Annual Report 2022
36
Notes to the financial statements 30 June 2022 continued
Note 13: Leases
All leases are accounted for by recognising a right of use asset and a lease liability except for the following where certain
practical expedients have been adopted:
• Leases of low value assets; and
• Leases with a duration of 12 months or less at initial application date.
Amortisation of right of use assets is calculated on a straight-line basis to write off the net cost over the expected useful
lives as follows (this involves judgement): Lease right of use assets – Over the expected life of the lease
Right of use asset
2022
2021
Consolidated
$’000
$’000
Leased assets – at cost
745
1,106
Accumulated amortisation
(433)
(810)
Right of use asset
312
296
Movement:
Opening balance
296
702
Additions
508
22
Disposals
(154)
–
Amortisation
(338)
(428)
Closing balance
312
296
Lease liability
Up to 12 months
Between 1 and 5 years
Total
Consolidated
$’000
$’000
$’000
Lease Liabilities as at 30 June 2022
303
23
326
2022
2021
Lease Liability
$’000
$’000
Movement:
Opening balance
321
733
Additions
508
–
Disposals
(194)
–
Rent adjustments
(4)
(13)
Interest expense
28
35
Lease principal payments
(333)
(434)
Balance as at 30 June
326
321
Leasing activities and accounting approach
The Group leases various offices in Australia. Rental
contracts are typically for a period of 3 years. Leases are
recognised as a right-of-use asset and a corresponding
liability at the date at which the leased asset is available
for use by the group where such leases meet the
requirements of AASB 16.
Assets and liabilities are initially measured on a present
value basis. The lease payments are discounted using an
indicative incremental borrowing rate of 6.0%.
Lease payments are allocated between principal and
finance cost. The finance cost is charged to profit or loss
over the lease period to produce a constant periodic rate
of interest on the remaining balance of the liability for
each period.
Right-of-use assets are measured at cost comprising of
the amount of the initial measurement of the lease liability.
Right-of-use assets are depreciated over the lease term
on a straight-line basis.
Payments associated with short-term leases are
recognised on a straight-line basis as an expense in the
profit or loss. Short-term leases are leases with a lease
term of 12 months or less.
Corum Group Limited Annual Report 2022
37
Notes to the financial statements 30 June 2022 continued
Note 14: Non–current assets – intangibles
Consolidated
2022
2021
$’000
$’000
Goodwill – at cost
2,115
2,115
Accumulated impairment
–
–
2,115
2,115
Software product development – at cost
26,098
21,611
Customer Contracts/Relationships – at cost
3,833
3,833
PharmX Brand – at cost
739
739
Accumulated Impairment
(1,467)
(1,467)
Research and development incentives
(7,548)
(6,084)
Accumulated amortisation of software development
(3,045)
(1,462)
18,610
17,170
Total intangible assets
20,725
19,285
Reconciliations
Reconciliations of the values at the beginning and end of the current and previous financial year are set out below:
Software
Customer
product
Contracts/
Goodwill
development
Brand
Relationships
Total
Consolidated
$’000
$’000
$’000
$’000
$’000
Balance at 30 June 2020
–
4,674
–
–
4,674
Additions
2,115
10,459
739
3,833
17,146
Research and development incentives
–
(1,355)
–
–
(1,355)
Impairment
–
–
–
–
–
Amortisation of software development
–
(952)
–
(228)
(1,180)
Balance at 30 June 2021
2,115
12,826
739
3,605
19,285
Additions
–
4,487
–
–
4,487
Research and development incentives
–
(1,464)
–
–
(1,464)
Impairment
–
–
–
–
–
Amortisation of software development
–
(1,309)
–
(274)
(1,583)
Balance at 30 June 2022
2,115
14,540
739
3,331
20,725
Review of carrying values
Where there are any indicators of impairment, or for
any intangible assets not yet in use or with an indefinite
useful life (including goodwill), the recoverable value of the
intangible asset is determined on a value-in-use calculation
(VIU). Value-in-use is calculated based on the present
value of cash flow projections, approved by management,
over a five-year period with a terminal value of 7.5 times
discounted Year 5 EBITDA. Cash flows were based on
both budgets and projections using historic and long-term
growth rates based on past experience and in particular
expectations of external market performance. The
assets reviewed include the existing Corum applications,
assets acquired and newly-developed programs. The
review anticipates a substantial period of transition in the
marketplace as customers migrate from older products to
the new Corum Clear suite of products. This transition will
be spread over a number of years.
Research and development tax benefits are excluded
from the terminal value for the purpose of EBITDA based
calculations. Cash flows are discounted at 12% (2020:
12%) per annum which incorporates an appropriate equity
risk premium. Recent increases in interest rates were also
considered in determining the appropriate discount rate
and sensitivities were run. However due to the other factors
also taken into account when determining the discount
rate, it was considered appropriate to maintain 12%. 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
38
Corum Group Limited Annual Report 2022
38
Notes to the financial statements 30 June 2022 continued
carrying value resulted in no assets being impaired. This
assessment requires judgement around forecasted revenue
and costs and historical and planned cashflows have been
considered in the assessment. Management have tested
these key assumptions and run sensitivities for reasonable
and possible changes. However, should these judgements
and estimates not occur, or there are changes in key inputs
and assumptions, this could impact the carrying value.
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.
Impairment losses on goodwill are taken to profit or loss
and are not subsequently reversed.
Software product development
Significant costs associated with software product
development (net of 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.
Software product acquisitions
Costs associated with acquiring software intangible assets
are capitalised if all recognition criteria are met under AASB
138. Assets are 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.
Note 14: Non–current assets – intangibles continued
Review of carrying values continued
Note 15: Current liabilities – trade and other payables
Consolidated
2022
2021
$’000
$’000
Trade payables
841
398
Sundry creditors and accruals
2,587
2,730
Current contract settlement liabilities payable (refer to note 17)
400
400
Total trade and other payables excluding discontinued operations
3,828
3,528
eCommerce payments awaiting clearance related to discontinued operations
–
1,194
Trade and other payables related to discontinued operations
–
79
Total trade and other payables
3,828
4,801
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. Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently
measured at amortised cost.
Corum Group Limited Annual Report 2022
39
Notes to the financial statements 30 June 2022 continued
Note 16: Provisions
Consolidated
2022
2021
$’000
$’000
Current Provisions
Employee benefits
881
1,032
Lease make good
19
22
Less employee benefits related to discontinued operations
–
(122)
900
932
Non-Current Provisions
Employee benefits
101
117
Lease make good
5
3
Less employee benefits related to discontinued operations
–
(11)
106
109
Lease make good
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
Lease make good
$’000
Carrying amount at the start of the year
25
Provision utilised
(5)
Additional provisions recognised
4
Carrying amount at the end of the year
24
Accounting policy for provisions
Provisions are recognised when the Group has a present
(legal or constructive) obligation as a result of a past
event, and 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 in whole or in part 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.
Accounting policy for long-term employee benefits
The liability for long service leave not expected to
be settled within 12 months of the reporting date is
measured at the present value of expected future
payments to be made in respect of services provided
by employees up to the reporting date. The calculation
involves judgements and estimates, and 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.
Corum Group Limited Annual Report 2022
40
Notes to the financial statements 30 June 2022 continued
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.
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
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.
Note 18: Equity – issued capital
Consolidated
Shares
$’000
Ordinary shares – fully paid
Balance at 30 June 2021
596,756,789
98,366
Balance at 30 June 2022
596,756,789
98,366
Note 17: Other payables
Consolidated
2022
2021
$’000
$’000
Non-current contract settlement liabilities payable(i)
370
726
Purchase of intangible asset(ii)
935
–
1,305
726
(i) On 30 October 2020 agreement was reached with BAMM Group Administration Pty Ltd (‘BAMM’) regarding the
development of a cloud-based head office solution.
The present value of the non-current liability recognised that relates to future payments to be made to BAMM is
$370,000 at 30 June 2022 ($726,000 at 30 June 2021). The current liability is $400,000 at 30 June 2022 ($400,000
at 30 June 2021).
(ii) The Group has acquired the intellectual property rights of a cloud hosted software platform. The payment for this
intangible asset is through a revenue share agreement, whereby the seller receives 10% of all relevant revenue
generated by the group through the platform. The Group has an option, under certain circumstances, to acquire the
revenue share in accordance with a predetermined formula. Under the contract, the maximum amount payable to
the seller is $1,150,000. The present value of this consideration has been recognised as an intangible asset, with the
liability expected to be paid over the coming years as the platform generates revenues for the group.
Corum Group Limited Annual Report 2022
41
Notes to the financial statements 30 June 2022 continued
Note 19. Equity – dividends and franking credits
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.
Accounting policy for dividends
Dividends are recognised when declared during the financial year.
Consolidated
2022
2021
$’000
$’000
Franking credits
Franking credits available for subsequent financial years
1,249
1,249
The deferred franking debit account has a balance of $8,364,000 (2021: $6,810,000). The receipt by the Company of
the R&D refundable tax offsets does not immediately reduce the franking account balance. However, no franking credits
will arise as a result of income tax payments until the Company recovers these deferred franking debits.
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,
after recovery of all deferred franking debits.
• franking debits that will arise from the payment of dividends recognised as a liability at the reporting date.
Note 20. Equity – reserves
Consolidated
2022
2021
$’000
$’000
Performance rights reserve
39
18
Movement in performance rights reserve
Balance at the beginning of the financial year
18
18
Performance rights expense
39
18
Reversal of expense associated with performance rights which have lapsed
(18)
(18)
Balance at the end of the financial year
39
18
The performance rights reserve is used to recognise the fair value of performance rights issued. For further information
regarding the performance rights plan refer to note 26.
Corum Group Limited Annual Report 2022
42
Notes to the financial statements 30 June 2022 continued
Note 21. Cash flow
Consolidated
2022
2021
$’000
$’000
Reconciliation of profit after income tax to net cash from operating activities
Profit after income tax expense for the year
252
1,091
Adjustments for:
Depreciation and amortisation
2,199
1,826
Gain on sale of business
(336)
–
Fair value adjustment of investments
–
(1,727)
Contract settlement
–
1,468
Research and development tax benefit on intangibles
1,464
1,355
Net loss on disposal of non-current assets
–
(6)
Interest on lease and other liabilities
72
63
Income tax related to transaction costs in equity
–
20
Share based payments
21
–
Change in operating assets and liabilities:
Decrease / (Increase) in trade and other receivables
(221)
3,656
Decrease / (Increase) in inventories
(8)
30
Decrease / (Increase) in income tax refund due
(1)
153
Decrease / (Increase) in deferred tax assets and liabilities
(28)
(175)
Decrease / (Increase) in other operating assets
1,244
606
(Decrease) / Increase in trade and other payables
(1,040)
(4,793)
(Decrease) / Increase in other provisions
(168)
(279)
(Decrease) / Increase in deferred revenue
(169)
(126)
Net cash from operating activities
3,281
3,162
Non-cash investing and financing activities
Changes in the right of use assets (note 13)
354
22
Leasehold improvements – lease make good (note 16)
4
8
Performance rights issued/lapsed (note 20)
21
–
379
30
Note 22. 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 for interest rate risk and ageing analysis for credit risk.
Risk management is carried out by senior finance executives (‘finance’) under policies approved by the Board of
Directors (‘the Board’). These policies include identification and analysis of the risk exposure of the consolidated entity
and appropriate procedures, controls and risk limits. Finance identifies, evaluates and hedges financial risks within the
consolidated entity’s operating units. Finance reports to the Board on a monthly basis.
Corum Group Limited Annual Report 2022
43
Notes to the financial statements 30 June 2022 continued
Note 22. Financial instruments continued
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:
2022
2021
Weighted average
Weighted average
interest rate
Balance
interest rate
Balance
Consolidated
%
$’000
%
$’000
Cash on deposit
0.34%
5,252
0.50%
5,891
Net exposure to cash flow interest rate risk
5,252
5,891
An official increase/(decrease) in interest rates of 3.4 (2021: 5.0) basis points would have a favourable/adverse effect
on profit before tax of $1,812 (2021: $2,946) 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. There has been no change to credit risk since initial recognition.
Liquidity risk
Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets 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.
The following tables detail the Group’s remaining contractual maturity for its financial instruments. The tables have
been drawn up based on the cash flows of financial assets and liabilities based on the earliest date on which they are
expected to be recovered or required to be paid. The tables include both interest and principal cash flows disclosed
as remaining contractual maturities. Therefore, these totals may differ from their carrying amount in the statement of
financial position.
Corum Group Limited Annual Report 2022
44
Notes to the financial statements 30 June 2022 continued
Note 22: Financial instruments continued
Remaining
1 year
Between 1
Between 2
Over
contractual
or less
and 2 years
and 5 years
5 years
maturities
Consolidated
$’000
$’000
$’000
$’000
$’000
2022
Financial assets
Cash
507
–
–
–
507
Cash on deposit
5,252
–
–
–
5,252
Trade and other receivables
1,085
–
–
–
1,085
Security deposits
51
148
–
–
199
6,895
148
–
–
7,043
Financial liabilities
Trade payables and accruals
3,428
–
–
–
3,428
Lease liabilities
303
23
–
–
326
Deferred settlement payments
400
370
–
–
770
Deferred payment for intangible asset
–
232
533
170
935
4,131
625
533
170
5,459
2021
Financial assets
Cash
587
–
–
–
587
Cash on deposit
5,891
–
–
–
5,891
Trade and other receivables
864
–
–
–
864
Security deposits
161
51
–
–
212
eCommerce payments awaiting clearance
1,194
–
–
–
1,194
8,697
51
–
–
8,748
Financial liabilities
Trade payables and accruals
3,759
–
–
–
3,759
eCommerce payments awaiting clearance
1,194
–
–
–
1,194
Lease liabilities
280
41
–
–
321
Deferred settlement payments
400
356
370
–
1,126
5,633
397
370
–
6,400
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 23: Contingent liabilities and commitments
The Group had no material contingent liabilities or commitments at 30 June 2022 and at 30 June 2021.
Liquidity risk continued
Corum Group Limited Annual Report 2022
45
Notes to the financial statements 30 June 2022 continued
Note 24: 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:
Consolidated
2022
2021
$’000
$’000
Short-term employee benefits
1,427
940
Post-employment benefits
98
56
Performance rights
14
5
1,539
1,001
Included in the above are director’s fees which were paid to companies associated with the directors.
Note 25. Interests in subsidiaries and related party transactions
Parent entity
Corum Group Limited is the parent entity.
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:
Ownership interest
Principal place of business/
2022
2021
Country of incorporation
%
%
Amfac Pty Ltd
Australia
100%
100%
Corum Health Pty Ltd (formally Pharmasol Pty Ltd)
Australia
100%
100%
Corum eCommerce Pty Ltd
Australia
100%
100%
Corum Systems Pty Ltd
Australia
100%
100%
Corum Training Pty Ltd
Australia
100%
100%
PharmX Pty Ltd
Australia
100%
100%
PharmXchange Pty Ltd
Australia
100%
n/a
Key management personnel
Disclosures relating to key management personnel are set
out in note 24 and the Remuneration Report included in the
Directors’ Report.
Transactions with related parties
Alchemy Healthcare Pty Ltd
The PharmXchange platform has been fully developed
by PharmX following the acquisition of the Intellectual
Property Rights of a cloud hosted software platform
known as the AlchemX platform from Alchemy Healthcare
Pty Ltd (Alchemy). PharmXchange is the trading name
of PharmXchange Pty Ltd, a wholly owned subsidiary of
Corum Group Limited.
PharmXchange and Alchemy have entered a revenue
share agreement whereby Alchemy receives 10% of all
relevant revenue generated by the group from the platform.
Under certain circumstances PharmXchange has an
option to acquire the revenue share in accordance with
a predetermined formula. The minimum amount payable
under a combination of revenue share and acquisition
of the revenue share is $200,000 and the maximum
amount payable is $1,150,000. The contract has standard
termination clauses. Refer to note 17 for further details.
Alchemy is a related party of both Corum and PharmXchange
for the purposes of Chapter 2 of the Corporations Act 2001
as they have a common director, Nick England, who did not
vote on or participate in the negotiation of the transaction.
During the year ended 30 June 2022, there has not yet been
any payments made under the arrangement to Alchemy.
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.
Corum Group Limited Annual Report 2022
46
Notes to the financial statements 30 June 2022 continued
Note 26: Share-based payments
Equity-settled compensation
The Group operates employee performance rights schemes. The fair value of the equity to which employees become
entitled is measured at grant date and recognised as an expense over the vesting period, with a corresponding increase
to an equity account. The fair value is ascertained using a pricing model which incorporates all market vesting conditions.
The number of performance rights expected to vest is reviewed and adjusted at the end of each reporting date such
that the amount recognised as consideration for the equity instruments granted shall be based on the number of equity
instruments that eventually vest.
Performance rights plan
The Corum Group Omnibus Equity Plan (“the Plan”) allows the Company (Corum Group Limited) 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 is set out in each invitation to acquire performance rights.
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.
The movement and balance of performance rights approved and granted to officers, directors and employees of the
Group by the Board are as follows:
Consolidated 2022
Opening
Closing
Exercise
Balance
Rights
Rights
Rights
Balance
Grant date
Vesting date
price
1 July
issued
vested
lapsed
30 June
17 Nov 2020
16 April 2023
$0
4,000,000
–
–
(4,000,000)
–
September 2022
9 Dec 2021
to July 2024
$0
–
3,000,000
–
(500,000)
2,500,000
4,000,000
3,000,000
–
(4,500,000)
2,500,000
The number of performance rights granted reflects the extent to which performance hurdles, service conditions and
exercise conditions associated with the grant are achieved.
The performance rights are subject to a service condition of continuous employment for three consecutive years.
Performance hurdles and exercise conditions are based on achievement of certain earnings per share targets. There
is no exercise price associated with these performance rights. The expiry date is the fifth anniversary of the grant date.
As at 30 June 2022, no performance rights can be exercised. The performance rights have a useful life based on vesting
dates, once service and exercise conditions are achieved.
Corum Group Limited Annual Report 2022
47
Notes to the financial statements 30 June 2022 continued
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2022 and 30 June 2021.
Capital commitments – Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2022 and 30 June 2021.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 1 and throughout
all notes to the financial statements.
Note 28. Events after the reporting period
No matters or circumstances have arisen since 30 June 2022 that have 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.
Note 27: Parent entity information
Set out below is the supplementary information about the parent entity.
Parent
2022
2021
$’000
$’000
Statement of profit or loss and other comprehensive income
Loss after income tax
(585)
(1,812)
Total comprehensive income for the year
(585)
(1,812)
Statement of financial position
Total current assets
6,318
7,282
Total assets
14,756
14,800
Total current liabilities
1,410
1,343
Total liabilities
9,232
8,712
Equity
Issued capital
98,366
98,366
Reserves
39
18
Accumulated losses
(92,881)
(92,296)
Total equity
5,524
6,088
48
Corum Group Limited Annual Report 2022
48
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 2022 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
Nick England
Jon Newbery
Chairman
Director
30 August 2022
Sydney
Corum Group Limited Annual Report 2022
49
50
Corum Group Limited Annual Report 2022
50
Independent Auditor’s Report continued
Corum Group Limited Annual Report 2022
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Independent Auditor’s Report continued
52
Corum Group Limited Annual Report 2022
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Independent Auditor’s Report continued
Corum Group Limited Annual Report 2022
53
Distribution of equity securities
Analysis of number of equity security holders by size of holding:
Number of holders
Number of ordinary
Range of shareholding
of ordinary shares
shares held
1 – 1,000
657
224,379
1,001 – 5,000
344
900,388
5,001 – 10,000
297
2,193,208
10,001 – 100,000
455
16,460,047
100,001 and over
211
576,978,767
1,964
596,756,789
Holding less than a marketplace parcel
1,385
4,328,328
Top twenty equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Ordinary shares
% of total
Number held
shares issued
Lujeta Pty Ltd (Margaret A/C)
95,746,043
16.0
Arrotex Investments Holding 1 Pty Ltd
60,000,000
10.1
National Nominees Limited
38,742,512
6.5
Mersault Pty Ltd (The England Family S/F A/C)
26,766,667
4.5
Mr David Gerald Manuel & Ms Anne Elizabeth Leary (Manuel Super Fund A/C)
18,666,667
3.1
Lyell Pty Ltd (Genesis Super Fund A/C)
17,388,974
2.9
Benki Pty Ltd
17,105,748
2.9
Sandhurst Trustees Ltd (Cyan C3G Fund A/C)
15,761,905
2.6
Mr John Lagana
15,621,734
2.6
Ginga Pty Ltd (Thomas G Klinger Family A/C)
14,414,488
2.4
Mrs Penelope King
13,333,334
2.2
Seveniron Pty Ltd (Sedgwick Super A/C)
12,000,000
2.0
Mr Grant Povey
12,000,000
2.0
Lyell Pty Ltd (Hayman A/C)
10,666,666
1.8
Canceler Pty Ltd (Clarence Super Fund A/C)
9,900,000
1.7
Mr David Gerald Manuel & Ms Anne Elizabeth Leary (Manuel Family A/C)
8,000,000
1.3
Mr Tyson Wellman
8,000,000
1.3
Gabodi Pty Limited (Gabodi Pty Ltd S/F A/C)
7,197,334
1.2
Link Enterprises (International) Pty Ltd
7,009,480
1.2
GC Retirement Fund Pty Ltd (GC Retirement Fund A/C)
6,666,667
1.1
414,988,219
69.4
In accordance with ASX Listing Rule 4.10, the Company provides the following information to shareholders not
elsewhere disclosed in this Annual Report.
The information is current as at 2 August 2022.
Shareholder information
54
Corum Group Limited Annual Report 2022
54
Substantial holders
as disclosed in the last substantial shareholder notices given to the Company:
Ordinary shares
% of total
Number of Securities
shares issued
Lujeta Pty Ltd
95,746,043
16.04
Arrotex Investments Holding 1
60,000,000
10.05
National Nominees Limited (Australian Ethical Investment Limited)
38,742,512
6.49
Distribution of unquoted equity securities
Number of Securities
Number of holders
Employee incentive scheme
Performance rights to acquire ordinary shares
2,500,000
3
Voting Rights
All ordinary shareholders carry one vote per share without restriction.
There are no voting rights attached to performance rights.
Shareholder information continued
Corum Group Limited Annual Report 2022
55
Directors
Nick England (Executive Chairman)
Jon Newbery (Non-executive Director)
Jayne Shaw (Non-executive Director)
Dennis Bastas (Non-executive Director)
Company Secretary
Eryl Baron
Registered Office
Level 3
120 Sussex Street
Sydney NSW 2000
Telephone +61 2 8871 8501
Website
www.corumgroup.com.au
Auditor
BDO Audit Pty Ltd
Level 11
1 Margaret Street
Sydney NSW 2000
Stock Exchange Listing
Corum Group Limited shares are listed on the
Australian Securities Exchange (ASX: COO)
Share Registry
Automic Group
Level 5, 126 Phillip Street
Sydney NSW 2000
Telephone 1300 288 664
or +61 2 9698 5414
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