Annual Report 2015: Integrated Research
Annual Report 2015: Integrated Research
Annual Report 2015: Integrated Research
This Annual Report is printed on Titan Plus Satin. Fibre is sourced from certified and well managed forests in compliance with the
environmental and social standards of the FSC® Council.
2
Not only does it represent 27
years of delivering customers'
management software solutions
for business‑critical computing
environments but it’s also the year
that has seen us refresh and bring
our brand and business strategies
to life in a way that has unified our
business, optimised our strengths
and raised us to new heights.
Achieving our vision means getting a lot closer to our
customers. Everything we do is about understanding
their world. We stand beside them, making sure
the ever-changing array of systems that keeps
our world running, operates as well as it possibly
can. We craft customers’ solutions, we share their
challenges, and we celebrate their victories.
Contents
05 2015 highlights
06 Chairman's letter
08 CEO's report
11 About Integrated Research
12 Marketing highlights
17 Directors' report
31 Remuneration report (audited)
41 Corporate governance
49 Financials
81 Directors' declaration
82 Independent auditor's report
85 ASX additional information
87 Corporate directory
Integrated Research and its controlled entities Annual Report 2015 3
Achievements
3
regional growth.
significant releases
of Prognosis
in 2015
1,000+
enterprise
customers
globally
Unified Communications
10 year
CAGR 24% 6 Global
Offices
Australia, UK,
Germany, Singapore,
US Denver (CO),
Herndon (VA)
4
Financial
highlights
OUR CUSTOMERS
Total revenue (AUD millions) IN MILLIONS OF AUD (EXCEPT EARNINGS PER SHARE)
44.6 48.6 48.9 53.2 70.3 Total revenue 70.3 53.2 32% ↑
2011 2012 2013 2014 2015 Net profit after tax 14.3 8.5 68%
↓
7.5 9.0 9.1 8.5 14.3 Asia Pacific revenue 8.9 8.1 9% ↑
2011 2012 2013 2014 2015 Earnings per share (cents per share) 8.4 5.0 67%
↓
Dear fellow shareholders, All product lines recorded strong growth: Innovation is a core competency of IR,
the Company’s leading product line coupled with deep domain expertise
The Company achieved an increase Unified Communications increased by in our target markets. Its aggressive
of 68% in net profit after tax over the 45% to $36.5 million, driven through research agenda has included being the
prior year to $14.3 million; licence sales an array of software sales agreements first to market with support for new Skype
increased by 46% and total revenue including BT, Citigroup, Dimension Data, for Business interfaces. The Company has
increased by 32% to $70.3 million with General Motors, Presidio Managed a patent pending on the technology.
revenue coming from a wide range Services, Standard Chartered Bank
of customers, products and regions. and Zurich Insurance. The future outlook for the Company
This underscores the strength of the remains solid, and with a strong
Company’s global business, with 95% Payments revenue rose 28% over the balance sheet it is well positioned to
of its revenue being derived outside previous year to $5.1 million with strong leverage its growth further. The core
of Australia. licence sale growth coming from the technologies that the Company’s
Americas. The Company has expanded business units are based upon, and
The Company achieved growth across its suite of Payments products by adding their underlying markets, including
all product lines and in all geographic new products for additional platforms, HP-NonStop, remain healthy. Expansion
segments. Strong customer retention vendors and applications, including fraud is expected to continue in the
rates of 95% enabled recurring management, payments analytics and company’s product lines with special
maintenance revenue to increase by wholesale money transfer applications. emphasis on Unified Communications,
15% to $23.7 million. Contact Centre and Payments while
Infrastructure revenues increased by 19% the company broadens its product
IR’s consulting services business over the previous year to $23.2 million, as
achieved a sixth consecutive year of offerings into new adjacent markets.
the Company benefited from an upswing
growth, with revenue increasing by in customers’ purchasing cycle. The Company has reduced the volume
20% to $5.5 million. of perpetual licence arrangements
Research and development expenditure with unified communication customers
The global increase in revenue of $12.4 million was 18% of total revenue.
outpaced the increase in expenses through changes in pricing structures to
There were three significant new versions favour term and subscription licencing.
enabling an improvement in profit of Prognosis released during the year
margin. Total expenses were $52.8 million, This enables customers to manage their
containing new functionality opening new software investment through regular
up 24% against the prior year driven markets and benefiting customers across
through strategic investments annual purchases. Whilst this change
all product lines. has resulted in an increase in accounts
into partnering, regional expansion,
sales and strategic marketing. On July 1, 2015 IR completed the receivable through the offering of
acquisition of the US-based IQ Services deferred payment terms, it is anticipated
The Americas region increased business. This provides the Company the Company will benefit over time as the
revenue by 25% through new customer with a number of strategically significant recurring revenue base continues to grow.
acquisitions and key account growth. growth opportunities in its existing
Europe revenues grew by 21% supported The Company maintains strong
markets and into new allied markets. partnerships and continues to build on
by sales from the new Contact Centre
solution; Asia Pacific revenue increased The significant growth of the Microsoft its close relationship with Avaya,
by 9% driven by licence sales growth Skype for Business (previously Lync) releasing support for Avaya IP
across all product lines. market presents new opportunities Office which was developed in close
and the Company is advantageously collaboration with Avaya under its
While results were in part assisted by a positioned by virtue of its existing Select Product Program (SPP). This
depreciating Australian dollar, underlying strength in the UC market. extends Prognosis performance
organic growth remains strong. In constant management capabilities to enterprise
currency, new licence sales would have branch offices and the mid-market.
increased by 37%, revenue by 24%, and
profit after tax by 41%.
6
IR’s new global partner program The Board is pleased to announce a
will provide IR’s ecosystem of final dividend of 4.0 cents per share
channel partners with recognition franked to 35% bringing the total
and support that will enable them dividend for the year to 7.5 cents per
to grow revenue and profitability while share franked at 35%. This compares
scaling the Company’s sales reach with total dividends of 5.0 cents per share
and revenue growth. franked at 33 per cent for the prior
financial year.
During the year we saw some changes
on the Board with Kate Costello I would especially like to thank you,
retiring after nine years of service in our valued shareholders, for your
September 2014 and Clyde McConaghy continued support.
retired after seven years of service in
November 2014. Both Ms. Costello’s
and Mr. McConaghy’s contributions to
Integrated Research, including active
participation in Board Committees have
been greatly appreciated.
Steve Killelea
In September 2014 the Company Chairman
welcomed Mr. Nick Abrahams to the
Board and more recently Mr. Paul
Brandling was also welcomed to
the Board. Both Mr. Abrahams and
Mr. Brandling carry many decades of
experience in the technology industry.
We look forward to both Nick and
Paul’s contributions toward the future
prosperity of Integrated Research.
$14.3M Integrated Research and its controlled entities Annual Report 2015 7
Chief Executive
Officer's Report
“The Company’s execution over the past 18 months
across four strategic initiatives: solutions strategy,
partnering, regional growth and strategic marketing
delivered record results.”
Revenue 32%
$70.3M
↑
8
Using Prognosis 10 as the platform, Late in 2015, the Company launched With broader, deeper and more
the Company delivered exciting new a new global partner program to provide proactive visibility, the Company’s
solutions for Contact Centre, an initial IR’s channel partners with the platform, customers can achieve higher levels of
release of Call Recording Assurance, tools, solutions and support to help them operational efficiencies and an optimised
a new version of Prognosis for address new market challenges. The customer experience.
Microsoft Skype for Business and a results of the partnering initiative have
new automation framework. shown good early outcomes through Management would like to recognise
pipeline growth, acceleration to closure and thank the highly talented and
All these innovations made important and more scalable access to market. professional team of employees and
contributions to the Company’s results welcome our newest colleagues to IR’s
and are expected to support further As a result of the Company’s investment global team.
growth in the coming years. The in regional growth it now has offices in
Company’s leading product line, six cities across the globe, significantly As we start FY16 we look forward to
Unified Communications grew by increasing IR’s organisational capability working together to realise our vision and
45% to $36.5 million over the prior year. and reach. This growth has seen mission and take advantage of the great
increased sales coming from the UK, opportunities in the year ahead to offer
Call Recording Assurance was a good Continental Europe and Asia Pacific our customers and partners more of what
example of the Company’s improved with new customers like BarclayCard, they’re asking for.
agility. Through direct customer Zurich Insurance, BT and Standard
engagement and rapid development Thank you for your support.
Chartered Bank.
capability, a solution was delivered
that responded quickly to emerging The Company’s strategic marketing
market needs. This solution primarily initiative has expanded its reach,
assists customers in the highly regulated using state-of-the-art technologies to
financial services and banking connect with new audiences, improve
industries to meet stringent regulatory upselling and retention, and enhance the
requirements, avoid very high penalties Company’s thought-leadership position.
for non-compliance and improve Darc Rasmussen
customer service. Initial market response After extensive research the Company
CEO & Managing Director
shows strong growth potential from launched a new award winning corporate
this solution. brand in November 2014.
The Company will continue its On 1 July 2015, the Company completed
investment in R&D and maintains a the acquisition of the US based
strong pipeline of innovation projects IQ Services business. The resulting
that it is testing with customers and combination of IR Prognosis software
early adopters in new potential markets. and IR Testing Solutions is anticipated to
provide the world’s most complete view of
cloud, hybrid and traditional on-premises
operations for Unified Communications
and Contact Centre solutions.
This business combination provides
the Company with a number of
strategically significant growth
opportunities in its existing markets
and into new allied markets.
A thousand
points of reference,
a single point
of view.
About IR
London
Munich
Denver (CO)
Singapore
Herndon (VA)
Sydney
Customer first
Everything we do is
about understanding our
customers’ world and making
things happen for them.
Our customers’ success The real and sometimes messy world
where things can fail without warning,
“Not only does this simplify what was
previously a labour-intensive manual task
is our goal. where forces outside anyone’s control – it has made us even more integral to
can wreak havoc; and where real-life their business”.
We achieve this by people interact with technology, with all
the emotion and frustration that entails. Reducing risk
understanding how the Every day we’re working to stay on top
Currently most performance
management solutions are reactive,
systems that support of change; our eyes open to opportunity diagnosing and fixing problems after
and maintaining our calm in the face of
their enterprises, chaos and complexity.
they happen.
place to live and work, where people and IR’s research and development
We know that this is only technology interact and transact in a teams have worked on innovative
transformational projects to create
possible when we truly frictionless way.
state-of-the-art technology that
understand how they’re Through automation and prediction,
we can reduce the friction between
optimises operations, predicts business
disruptions, and automates the necessary
designed, run and used humans and machines. We join the steps to improve the experience of
dots so they get the most out of what every interaction.
in the real world. Prognosis has to offer and ensure
business continuity for them. Machine learning can detect anomalies
in previously gathered data as well
“Our mission is to create innovative as predict a problem before it arises.
technology that optimises operations, With these innovations IR is taking the
predicts business disruptions and industry into the next phase toward
automates the necessary steps to complete system automation and self-
improve the experience of every healing, pushing Prognosis right up the
interaction” says Chris Dorrington, evolutionary chart.
Team lead, User Experience.
IR’s Consulting team plays a vital part in
“We are always putting the customer unleashing the creative potential of how
first. What we create for them is driven Prognosis can deliver the most value for
through customer conversations and our customers.
visits to their premises. We can quickly
implement solutions to their problems Trish Taylor, Program Office Manager says
and allow Prognosis to become the "Our teams are helping organisations
predictive, automatic self-healing product around the globe using many different
that our vision is aiming for.” technologies to ensure their Prognosis
implementation goes as smoothly as
Mick Dean, 3rd level team lead support, possible and delivers rapid time to value."
IR Sydney adds “One of our customers
needed customised event detection so
we built a solution to count and combine
events for them.
12
Increasing business insight IR has been working with partners for We will expand our reach, achieve
The combination of IR as a company nearly 25 years to increase awareness out-sized growth and be recognised as
and Prognosis as a solution gives and engagement and strengthen IR’s the undisputed leader in user experience
our customers insight into their entire relevancy to fuel sales through alliance management in the Skype for Business
technology environment from a partners like ACI Worldwide and Avaya. market.
single point of view – in a human Prognosis and ACI together provide Living for innovation
and relatable way. a unified monitoring and management We are building the stickiness of future
It’s one of the reasons behind the product suite to help optimise ACI business by ensuring that we leverage
year-on-year growth of IR’s Consulting payments applications and supporting cutting-edge technologies and trends,
Services. In its sixth year of consecutive infrastructure. innovating Prognosis to solve the
growth it has helped customers translate And thanks to Avaya’s strategic problems our customers face with
data into information, delivering even relationship with IR, Prognosis real- new technologies.
greater business value. time experience management means Using leading edge languages and
Consulting mobilises IR’s customers to customers can manage the entire processes our agile teams can turn
extend, integrate and reveal innovations UC lifecycle with one perfectly around customer-focused solutions
early so they can reach their goals of integrated solution. rapidly and implement solutions to
turning information into business insight. Prognosis also delivers a unified customer problems.
It helps speed deployment and experience management solution that Innovation days within IR open the doors
implementation, specialised data scales to deliver first class UC services for Prognosis to enter the world of the
collections, data and applications across technology solutions from partners Internet of Things.
integration and develop business like Cisco and Microsoft.
and executive dashboards to visualise An innovation day recently enabled
the results. In 2015 IR achieved Prognosis to run on a Raspberry Pi.
Building a network of partners Microsoft Gold This low cost, credit-card sized computer
has the ability to interact with the outside
Resellers and channel partners play an Communications world, hence the name of the innovation
important role in scaling IR’s business,
providing sales, implementation, support, Partner status which project: ‘Prognosis In The Sky.’
customisation and consulting services to
our mutual customers.
acknowledges our Advanced software engineer Mina Gurgis
says "This sows the seeds of innovation,
skills and expertise in allowing everyone in the company to
Adding Prognosis performance
management to partners’ service delivering the highest be innovative, and quickly implement
solutions to customer problems."
portfolios ensures their customers
are effectively managing risk and
levels of service quality, “We want a bigger universe to discover
complex services. expertise and customer opportunities” says Ergun Coruh,
Principle Software Engineer. “Ensuring the
The goal of IR’s recently launched Global satisfaction. “stickiness” of our business, our focus is
Partner Program is to be recognised as on products and software that will be sold
world-class, delivering a value-based, Gold competency partners are
recognised for their deep expertise that in the coming financial years, as well as
productive and profitable channel to the current financial year.”
support our mutual global customer base. puts them in the top one percent of the
Microsoft partner ecosystem.
IR’s Global Partner Program Manager
Mona Lolas says “We created the It demonstrates proficiencies that
structure across our existing partner will help customers drive innovative
landscape to drive global clarity solutions based on the latest Microsoft
and consistency. technologies.
“This enables our partners to uncover We’ve created a Skype for Business task
opportunities and find new avenues force to exploit the exponential growth
of growth while delivering exceptional within the Skype for Business market.
customer experience."
Our products
Prognosis for Prognosis for Prognosis for Prognosis for To broaden the scope
of what Prognosis
United Payments Contact Center Infrastructure can do to address our
Communications Performance The richer that UC Prognosis IT customers’ challenges
management for and contact center Infrastructure IR announced the
Prognosis simplifies strategic acquisition
the management of Payments is specifically ecosystems become, performance
designed to give our the greater the need management spots of the US based IQ
complex and diverse Services business
UC environments customers complete enterprises have for patterns in data so
real-time visibility into help managing their customers can stop in May 2015. This
incorporating provides us with a
technologies and payments processors complexity. problems in their tracks.
like ACI, FIS, other number of strategically
devices from Prognosis user They can optimise their significant growth
multiple vendors. vendors and in-house
developed payments. experience systems and get more opportunities both in
With an intelligent management for out of every day with our existing markets
combination of This system allows Contact Centres keeps control over physical and into new allied
historical and real them to see their entire systems humming, nips and virtual servers from markets. The IQ
time information payments environment issues in the bud and a single point of view. Services brand and
using leading edge like never before, beat validates 100% call team have transitioned
technologies like fraud, stay compliant recording and service to the newly formed
software defined and get the insights guarantees are being IR brand and Testing
networks Prognosis they need to improve met – all in real time. Solutions division
provides simple performance and providing the most
solutions to complex productivity. complete performance
problems. management solution
on the market today.
14
Our customers
Global commerce
depends on IR
IR’s customers include 9 of the top 10 US banks, 7 of
the world's 10 biggest telcos, 4 out of 10 of the world’s
largest companies, 4 out of the 10 largest oil and gas
companies and 6 of the 10 biggest stock exchanges.
Prognosis gives our customers insight into their entire
technology environment from a single point of view.
And with an increasing number of our customers
using multiple solutions, decisions can be made faster
resulting in fewer outages.
Directors’
Report
Annual after tax profit ↑ 68%
Review of The Company generates its revenue
from licence fees, recurring maintenance
$14.3M
the sale of licences where there is no
$70.3M
software for business-critical computing,
Unified Communication networks and
Payment networks.
Review and results
Group overview
Integrated Research has a 27 year
of operations
heritage of providing performance Overview
Annual licence fees ↑ 46% monitoring, diagnostics and management
The Company achieved 68% increase
software solutions for business-critical
$41.0M
in annual after tax profit over the prior
computing environments.
year to $14.3 million, which is within the
Since its establishment in 1988, the guidance provided to the Australian Stock
Company has provided its core Prognosis Exchange on July 9, 2015. The strong
products to a cross section of large result was driven globally through licence
organisations requiring high levels of sale growth across all product lines.
computing performance and reliability The performance was enhanced by a
Annual consulting revenue ↑ 20% for mission critical business operations. stronger US dollar relative to the prior
year. In constant currency, annual after
$5.5M
The Prognosis product range is an tax profit increased by 41% compared
integrated suite of monitoring and to the prior year.
management software, designed to
give an organisation’s management Revenue
and technical personnel operational Revenue for the year was $70.3 million, an
insight into their HP NonStop, distributed increase of 32% over 2014. Licence fees
system servers, Unified Communications increased by 46% to $41.0 million with
(UC), and Payment environments and strong growth across all product lines.
the business applications that run on Maintenance revenues grew 15% over the
these platforms. previous corresponding year backed by a
customer retention rate of 95%. Revenue
Integrated Research has developed from consulting services grew by 20% to
its Prognosis products around a fault- $5.5 million.
tolerant, highly distributed software
architecture, designed to achieve Over 95% of the Company’s revenues
high levels of functionality, scalability are derived outside of Australia. Using
and reliability with a low total cost prior year exchange rates, the Company’s
of ownership. revenue would have increased by
24% over the prior year. The Company
Integrated Research services customers anticipates further benefits will be derived
in more than 50 countries through direct from a lower exchange rate in 2016,
sales offices in the USA, UK, Germany, although this will be partially offset by
Singapore and Australia, and via a global, forward exchange contracts in place at
channel-driven distribution network. 30 June 2015 as disclosed in Note 20.
Integrated Research’s customer base
consists of many of the world’s largest
organisations and includes major stock
exchanges, banks, credit card companies,
telecommunications companies,
computer companies, service providers
and manufacturing companies.
18
The following table presents Company
revenues for each of the relevant In thousands of AUD 2015 2014 % Change
product groups: Unified Communications 36,485 25,118 45%
Infrastructure 23,177 19,530 19%
Payments 5,069 3,962 28%
Consulting 5,548 4,633 20%
Total revenue 70,279 53,243 32%
Unified Communications (UC) revenue Payments revenue rose 28% over the
rose 45% over the previous year driven previous year with strong licence sale
through an array of large software deals growth coming from the Americas.
with customers including Citigroup, The Company has expanded its suite
British Telecom, Dimension Data, General of Payments products by adding new
Motors, Presidio Managed Services, products for additional platforms,
Standard Chartered Bank and Zurich vendors and applications, including fraud
Insurance Group. management, payments analytics and
wholesale money transfer applications.
The Company achieved global UC
licence sales growth as a result of strong Consulting services showed growth
demand for Prognosis 10 and subsequent for a sixth year in a row, with revenue
dot releases. increasing 20% to $5.5 million as
customers increasingly look to extend
Infrastructure revenues increased by 19% their Prognosis solution to provide
over the previous year as the Company greater insight into their Unified
benefitted from an upswing in customers Communications, Payments and
purchasing cycle. The increase in current Infrastructure environments.
year revenue was a break from trend
where revenues in the preceding year
were flat.
The Americas performance was strong key sale into a Unified Communication
across the year driven through an and Contact Centre business. The overall
increase in all product lines resulting performance was underpinned by sales
in an increase of 25% in revenue over in both Continental Europe and the
the preceding year. The Americas United Kingdom. Pipeline development
region continues to grow through both and sales discipline bodes well for the
new customer acquisitions as well as region going forward.
growing existing key accounts. A strong
performance in Unified Communications Asia Pacific revenue grew by 9% to $8.9
was coupled through growing revenue million driven by licence sales growth
from Contact Centres. across all product lines. The Asia Pacific
region will continue to build with an
Europe revenues grew 21% over the prior increased investment in the Singapore
year with strong licence sales coming office and the development of the
through late in the second half with a sales team.
Expenses
The Company continued to focus on expanding its capabilities and improving productivity. Total expenses were $52.8 million, up
24% against the prior year. The increase in cost was driven through investments into regional expansion, sales and marketing. The
higher cost base was also driven through a lower Australian dollar giving rise to higher offshore translated costs. In constant currency,
expenses were up 19%. The number of staff at the end of the current year was 222 (2014: 198). The following table presents the
Company’s cost base compared to the preceding year:
Research and development expenditure of $12.4 million was 18% of total revenue. There were three significant new versions of
Prognosis released during the year. This aggressive cadence of significant new functionality was well received by customers. The
new versions contained new functionality opening new markets and benefiting customers across all product lines. Highlights of
new product capability released during the year include significant new capability in the rapidly growing Skype market, a new
automation framework that will lead Prognosis to not only recognising problems but automatically rectifying them and the initial
release of a call recording assurance product that will primarily assist customers in the financial services and banking industries to
improve customer service and meet stringent regulatory requirements.
20
Shareholder In thousands of AUD 2015 2014 2013
position Assets:
The following table presents key items Cash and cash equivalents (current) 15,323 13,300
from the consolidated statement of Trade and other receivables (current and non-current) 38,272 22,857
financial position:
Intangible assets (non-current) 17,020 16,257
Liabilities:
Deferred revenue (current and non-current) 22,523 16,369
The Company’s financial position terms with customers who seek to make
remains strong with $15.3 million in regular annual payments over the term of
cash and cash equivalents as a result their committed contract.
of continuing strong cashflow from
operations. Cashflow from operations was The consolidated statement of financial
$21.4 million for the year facilitating the position presented at page 51 together
payment of dividends and reinvestment with the accompanying notes provides
in research and development. further details.
Thousands of businesses
rely on millions of Unified
Communications
interactions everyday;
IR Prognosis ensures the
quality of experience
and optimises these
mission critical internal
and external customer
interactions.
On the Payments side of
the business hundreds
of millions of people rely
on billions of payments
transactions daily, IR
Prognosis oils the smooth
operation of their daily
lives and of the business
economy that we all
depend on.
Outlook and
strategy for 2016
22
Prognosis derives its competitive Prognosis-based products and services The Company has expanded its suite
advantage from its unique intellectual that deliver profitable growth from of Payments products by adding new
property (IP) and design that enables existing markets and customers, products for additional platforms,
real time insight, monitoring, fault as well as creating new products that vendors and applications, including fraud
root cause analysis, business and open new markets. management and wholesale money
operational analytics, performance transfer applications. This expands
management and optimisation. The The Company currently focuses on the company’s addressable market in
solution is highly scalable, extremely three core markets: Infrastructure, the Payments segment and increases
flexible and delivers very deep visibility Communications and Payments. revenue potential. The Company will
into the diversity of systems and The company is actively building a maintain this strategy in the Payments
applications that it manages. As such, fourth core market in the Contact market. Our strategic alliance with ACI,
Prognosis is ideally suited to complex, Centre space. While growth in the the world’s largest payments software
high transaction volume, mission Contact Centre solutions has been vendor, has delivered revenue growth
critical and high traffic environments. strong, this has not yet become a for our Payments solution in FY2015 and
material part of the business. continues to be an important channel to
Competition exists in each of the market for the Company.
markets in various forms. Firstly, some
of the large telephony and payment The Infrastructure market for IR Consulting Services provide Prognosis
vendors provide their own performance Integrated Research includes users customers with implementation,
management software, although this of high-end computing systems customisation and training services to
is generally inferior to the capability of such as the HP NonStop platform for ensure that they get the most out of
Prognosis and does not solve the problem financial, telecommunication, trading, their investment in Prognosis. Consulting
where heterogeneous environments manufacturing and other high-volume, Services also help IR develop unique and
exist. Secondly, some of the large high-value mission critical transaction repeatable solutions that extend the
solution software vendors also provide environments. NonStop is an important use and value of Prognosis. Consulting
performance management capabilities, part of HP’s server strategy and remains Services achieved growth in FY2015 and
but this is typically not their core at the operational core of many of the the Company will continue to invest in
specialisation. Lastly, the Company world’s largest companies. The Company people and processes to grow consulting
from time to time competes with continues to invest in Prognosis for revenue and margin.
smaller, start-up niche vendors. The Nonstop to be aligned with HP and its
Company remains focused on sustaining customers. Prognosis for Distributed On 1 July 2015 IR completed the
its competitive advantage through Systems (Windows, Unix and Linux) is acquisition of US based IQ Services.
continuing innovation that comes from mostly sold alongside the Company’s The acquisition expands IR’s Prognosis
its research and development program. NonStop and Unified Communications product line to now include best in class
products as customers seek a common Virtual Customer® testing capabilities.
monitoring interface for all platforms, Automated Virtual Customers® behave
Through deep visibility and forensic like an army of secret shoppers that test
analysis into the root cause of problems or convert applications from one platform
to another. Unified Communications and Contact
as well as extensive analytics at multiple Center systems to ensure they deliver
levels, Prognosis enables proactive and The Communications segment includes the high quality customer experience
rapid resolution of issues as well as users of IP Telephony and Unified real customers expect and demand.
capacity and operational optimisation Communications (UC) applications Embedded into Prognosis, the cloud
and operational planning. such as video, messaging, mobility and based end-to-end automated testing
presence. The Company anticipates as a service becomes the markets
The solution provides insight into potential growth in this segment through the only fully integrated proactive systems
issues before they become business- ongoing shipment of IP based video, management and testing product
critical. Prognosis helps users improve telephony and other endpoints as well solution for UC and contact centers.
their operational maturity by proactively as the increasing value per endpoint The acquisition provides IR with an
minimising expensive outages, lowering through the use of UC applications. UC expanded offering to new and existing
costs, improving user satisfaction, networks are becoming more pervasive, customers with unique competitive
retaining and growing customers and more mission critical and more complex advantage as well as geographic
optimising IT operations and resources. and as such they require effective expansion opportunities for the acquired
Prognosis is progressively using its real performance management. Prognosis is products into Europe and Asia, as IQ
time access to big data volumes to deliver strongly positioned to benefit from this Services previously only operated in
insights into a customer’s business that need. The company will continue to invest North America.
goes beyond improving and optimising in R&D to expand the suite of Prognosis
operational efficiency. Through real time for UC products to cover more platforms, The Company continues to invest in its
access and analysis Prognosis Business vendors and applications, and by doing R&D capability through the addition
Insights reveals business and customer so increase the Company’s addressable of resources and its use of the Agile
trends that are leveraged for economic, market and revenue potential. development methodology which
fraud management and competitive has improved the rate and quality of
advantage. The Company’s growth software production for the Company.
strategy is to create, sell and support
Directors
The Directors of the Company at any
time during or since the end of the
financial year are shown below:
Listed company directorships Listed company directorships Listed company directorships Listed company directorships
held in the past three years: held in the past three years held in the past three years held in the past three years
None. other than listed below: other than listed below: other than listed below:
Age: 66 years None. None. None.
Age: 55 years Age: 70 years Age: 61 years
Steve founded Integrated
Research in August 1988 and Darc was appointed CEO and Alan was appointed as a Peter was appointed Director
held the position of Managing Managing Director of Integrated Director in June 2009. Alan in July 2010. He has over 40
Director and Chief Executive Research in October, 2013. has over forty years’ experience years' experience in computing
Officer until retiring from his Darc is a seasoned 25-year in information technology technology, and in the sales
executive position in November IT and enterprise software covering a broad range of the and marketing of computer
2004. He was appointed as professional with extensive industry’s activities. These software products and services.
a non-executive Director in international experience in include many years in a variety For the past 31 years, Peter
November 2004 and elected building and growing Software of roles with IBM Australia, CEO has been specifically involved
Chairman in July 2005. Steve as a Service (SaaS) and Cloud of DMR Consulting in Australia in the provision of payments
is also Chairman of the Institute based businesses. Darc was and COO of Fujitsu Consulting’s solutions for banks and financial
for Economics and Peace and Chief Operating Officer and global operations from institutions. He is currently the
The Charitable Foundation and served as Executive Director London. He was non-executive proprietor of The Grayrock
for activities involved with these at TrustedCloud (formerly Chairman of Fujitsu Australia Group Pty Ltd, a management
he has received a number of IntraPower ASX:IPX). Prior & New Zealand, a director of consultancy company focusing
international awards as well to joining TrustedCloud, Mincom Ltd, non-executive on the payments industry.
as the Order of Australia. He Mr Rasmussen served as Chairman of Konekt Limited Peter’s current term will expire
is also active in the financial Senior Vice President of and also of Innogence Limited. no later than the close of the
community with investments CRM (Customer Relationship He is a non-executive director 2016 Annual General Meeting.
in many high tech companies. Management) at SAP in of CPT Global, a publicly listed
Steve’s current term will expire Germany and led SAP's technology consulting company.
no later than the close of the strategic initiative to build Alan’s current term will expire
2015 Annual General Meeting. and grow its CRM business no later than the close of the
worldwide. Darc also served 2015 Annual General Meeting.
as Director and Vice President
for Asia Pacific for Softbrands
(acquired by Infor) and built its
significant regional footprint.
24
Retired Directors during the year
Kate Costello, LLB, FAICD Clyde McConaghy, B.Bus.,
(retired September 2014) MBA, FAICD, FIOD – UK
Ms. Costello retired as Director of (retired November 2014)
Integrated Research in September Mr. McConaghy retired as
2014. Ms. Costello served on the Director of Integrated Research
Board for nine years. Ms. Costello’s in November 2014. Mr.
contribution to Integrated McConaghy served on the
Research has been immense Board for seven years. Mr.
and was greatly appreciated by McConaghy’s contribution to
Directors past and present. Integrated Research has been
During her time as a Director, substantial and was greatly
Ms. Costello served as Chair of appreciated by Directors past
the Nomination & Remuneration and present. During his time
Committee and has been a as a Director, Mr. McConaghy
member of both the Strategy served as Interim Chair of
and Audit & Risk Committees. the Audit & Risk Committee
and has been a member of
the Strategy Committee.
BCom, FCA, FAICD, B COMM, LLB (Hons), MFA BSC HONS, MAICD David Purdue
FAIM, MIIA(Aust) Non-Executive Director Independent BEc, MBA, Grad Dip CSP,
Independent Non-Executive Director FCA, FGIA, FCIS, GAICD
Non-Executive Director
Listed company directorships Listed company directorships Listed company directorships David was appointed Company
held in the past three years held in the past three years held in the past three years Secretary in July 2012. David
other than listed below: other than listed below: other than listed below: is also the Company's Global
Inabox Group Limited None. None. Commercial Manager and is
Age: 63 years Age: 49 years Age: 57 years responsible for the Company’s
global commercial business.
Garry was appointed a Director Nick was appointed as a Paul was appointed a Director Prior to this, David spent
in February 2013. He is a Director in September 2014. in August 2015. He worked in three years at Integrated
Director & Chair of the Audit & He is highly experienced in the information technology Research’s Colorado office to
Risk Committee of CareFlight corporate, intellectual property industry for 28 years and has manage the Americas finance
Limited, Australian Settlements and international law pertaining broad experience in hardware, operations. David is a Chartered
Limited and a Director of a to the technology industry, services and software. He has Accountant and Chartered
number of private companies. with over 20 years’ experience previously held the positions of Secretary with over 25 years
He is also the Chair or member as a private practice lawyer. Vice President and Managing experience in both professional
of a number of Audit & Risk He has worked extensively Director of Hewlett-Packard practice and industry.
Committees of NSW public internationally representing South Pacific plus Vice President
sector and private sector Australian high-tech companies and Managing Director of
entities. He was previously a as well as working for three Compaq South Pacific. From
partner with Ernst & Young for years with a law firm in Japan. 2001 to 2012, Paul was a
25 years specialising in audit, Mr Abrahams also spent time member of the International
advisory and IT services. Garry’s working in the United States CEO Forum (Australia) and
current term will expire no later in the late nineties and was an served as a Director of the
than the close of the 2016 executive with Warner Brothers Australian Information Industry
Annual General Meeting. in Los Angeles, followed by a Association (AIIA) from
period as a senior executive 2002 to 2011. Mr Brandling
at listed technology company, was a Director of Amcom
Spike Networks, also in Los Telecommunications Limited
Angeles. Mr Abrahams returned until its recent acquisition and
to legal practice in 2002 and is currently a Director of Vocus
is a partner of and leads the Communications Limited.
Asian technology practice
of a global law firm. Nick’s
current term will expire no later
than the close of the 2017
Annual General Meeting. Integrated Research and its controlled entities Annual Report 2015 25
Directors' Report
Senior management
Peter joined Integrated Research in March 2008 and is responsible
Peter Adams for overseeing the Company’s finance and administration, including
regulatory compliance and investor relations. Peter is a Chartered
B.COM, CA Accountant with over 25 years experience. He has held a number
Chief Financial Officer of senior accounting and finance roles, including seven years as
CFO with Infomedia (an ASX-listed technology company), six years
with Renison Goldfields (ex ASX top 100 Resources Company) and
two years with Transfield Pty Ltd. Peter’s career began with Arthur
Andersen, where he was responsible for managing large audit clients.
Results
The net profit of the consolidated entity for the 12 months ended 30 June 2015 after income tax expense was $14.3 million.
Dividends
Dividends paid or declared by the Company since the end of the Cents Total amount Date of
previous financial year were: per share $'000 payment
Final 2014 – Ordinary shares 35% franked 2.5 4,224 12 Sep 2014
Interim 2015 – Ordinary shares 35% franked 3.5 5,938 20 Mar 2015
Final 2015 – Ordinary shares 35% franked 4.0 6,787 22 Sep 2015
Directors’ meetings
The numbers of meetings of the Company’s board of directors and of each board committee held during the year ended
30 June 2015, and the numbers of meetings attended by each director were:
Nomination
Audit and Risk and Remuneration Strategy Committee
Board Meetings Committee Meetings Committee Meetings Meetings
A B A B A B A B
Alan Baxter 10 12 – – 3 3 5 4
Nick Abrahams 9 9 3 3 – – – –
Kate Costello 3 3 – – 1 1 – –
Garry Dinnie 12 12 4 4 2 2 – –
Clyde McConaghy 4 4 1 1 – – – –
Peter Lloyd 12 12 4 4 – – 5 5
Steve Killelea 11 12 – – 3 3 5 5
Darc Rasmussen 12 12 – – – – 5 5
A: Number of meetings attended.
B: Number of meetings held during the time the directors held office or was a member of the board or committee during the year.
State of affairs
In the opinion of the Directors there were no significant changes in the state of affairs of the consolidated entity that occurred
during the financial year under review.
Environmental regulation
The consolidated entity’s operations are not subject to significant environmental regulations under either Commonwealth or
State legislation.
Directors’ interests
The relevant interest of each director in the shares, options or performance rights over ordinary shares issued by the companies in
the consolidated entity and other relevant bodies corporate, as notified by the Directors to the Australian Securities Exchange in
accordance with S205G(1) of the Corporations Act 2001, at the date of this report is as follows:
28
Share options and performance rights
Options and performance rights granted to Directors and Senior Executives
During or since the end of the financial year, the Company granted performance rights for no consideration over unissued ordinary
shares in Integrated Research Limited to the following named Directors and Executive Officers of the consolidated entity as part of
their remuneration:
Number of
performance Performance
rights granted hurdle Exercise price Expiry date
Directors
Darc Rasmussen 250,000* Yes Nil Oct 2016
Executive Officers
Peter Adams 100,000 Yes Nil Sep 2017
Alex Baburin 100,000 Yes Nil Sep 2017
Jason Barker 40,000 Yes Nil Sep 2017
60,000 Yes Nil Dec 2018
Andre Cuenin 100,000 Yes Nil Sep 2017
David Purdue 50,000 Yes Nil Sep 2017
Kevin Ryder 75,000 Yes Nil Sep 2017
*This is the second tranche of the original plan granted on 14 November 2013 of 850,000 rights. Tranche 1 of 350,000 rights is noted within the table below.
The performance rights were granted under the Integrated Research Performance Rights and Option Plan (established
November 2011). The Company will either issue shares or make an on-market purchase for Mr Rasmussen upon his vesting
conditions being satisfied.
Performance rights
Performance rights do not entitle the holder to participate in any share issue of the Company or any other body corporate.
30
Remuneration report
Remuneration
report (audited)
Remuneration Fixed remuneration
Fixed remuneration consists of base
At the end of the financial year the
Nomination and Remuneration
Net profit and new licence sales are considered in setting the STI, as two of the financial performance targets are profit after tax
and new licences.
The Nomination and Remuneration Committee considers that the above performance linked structure is generating the
desired outcomes.
Part Year Jonathan Stern Vice President, Asia Pacific (resigned July 2014)
Jason Barker Senior Vice President, Asia Pacific
(appointed October 2014)
32
Service Non-Executive
Directors
agreements Total remuneration for all Non-Executive
Directors last voted upon at the Annual
General Meeting in November 2013 is not
to exceed $750,000 per annum.
Service contracts for current executive directors and current senior executives are Directors' base fees in FY2015 were
unlimited in term but capable of termination by either party according to a period $70,000 per annum inclusive of
specified in the employment contract and the consolidated entity retains the right compulsory superannuation. The
to terminate the contract immediately by payment in lieu of notice or a severance chairman receives the base fee by a
payment or an amount for redundancy equal to the scale of payments prescribed in multiple of two. Directors' fees cover all
the NSW Employment Protection Act. main board activities and committee
membership. Directors can elect to
salary sacrifice their directors fees
Mr Darc Rasmussen, Chief Executive Mr Andre Cuenin, President Americas into superannuation.
Officer, has a contract of employment & VP European Field Operations, has a Non-Executive Directors do not receive
with Integrated Research Limited contract of employment with Integrated performance related compensation or
dated 26 August 2013, which provides Research Inc dated 22 September 2008, retirement benefits.
for specific notice and severance which provides for specific notice and
undertakings of up to three months severance undertakings of one month’s
compensation depending on the
particular circumstances. Mr Rasmussen
compensation depending on the
particular circumstances. Mr Cuenin can Directors’ and
can terminate his employment by giving
three months prior notice in writing.
terminate his employment by giving one
month’s prior notice in writing. executive officers’
remuneration
Mr Peter Adams, Chief Financial Officer, Mr David Purdue, Company Secretary Details of the nature and amount of
has a contract of employment with and Global Commercial Manager, has a each major element of the remuneration
Integrated Research Limited dated contract of employment with Integrated of each of the key management
23 January 2008, which provides Research Limited dated 27 May 2008, personnel director of the Company and
for specific notice and severance which provides for specific notice and each of the executives and relevant
undertakings of up to three months severance undertakings of one month group key management executives are
compensation depending on the compensation depending on the reported on the next page.
particular circumstances. Mr Adams can particular circumstances. Mr Purdue can
terminate his employment by giving three terminate his employment by giving one The estimated value of options and
months prior notice in writing. month prior notice in writing. performance rights disclosed is calculated
at the date of grant using the Binomial
option pricing model, adjusted to take
into account the inability to exercise
Mr Alex Baburin, Chief Operations Mr Kevin Ryder, Chief Marketing Officer, options during the vesting period. Further
Officer, has a contract of employment has a contract of employment with details of options and performance rights
with Integrated Research Limited dated Integrated Research Limited dated granted during the year are set out on
18 October 2006, which provides 14 October 2013, which provides the next page.
for specific notice and severance for specific notice and severance
undertakings of up to one month’s undertakings of one month “Executive officers” are officers who
compensation depending on the compensation depending on the are involved in, or who take part in, the
particular circumstances. Mr Baburin can particular circumstances. Mr Ryder management of the affairs of Integrated
terminate his employment by giving one can terminate his employment by Research Limited and/or related bodies
month’s prior notice in writing. giving one month prior notice in writing. corporate. Remuneration for overseas-
based employees has been translated
to Australian dollars at the average
Mr Jason Barker, Senior Vice President, exchange rates for the year.
APAC, has a contract of employment with No director or executive appointed during
Integrated Research Limited dated 21 the year received a payment as part of
August 2014 which provides for specific his or her consideration for agreeing to
notice and severance undertakings of hold the position.
one month compensation depending on
the particular circumstances. Mr Barker
can terminate his employment by giving
one month prior notice in writing.
Share- Other
Post- based com‑
employ‑ Long pay‑ pensa‑ Proportion of
Short term ment term ments tion remuneration
Value of
Non- Super Long options Termi- Value of
Salary & cash contribu‑ service and nation Perfor‑ options
fees Bonus benefits tion leave rights benefit Total mance and
2015 In AUD $ $ $ $ $ $ $ $ related rights
Non-Executive Directors
Nick Abrahams
50,158 – – 4,765 – – – 54,923 – –
(appointed Sep 2014)
Alan Baxter 63,927 – – 6,073 – – – 70,000 – –
Kate Costello
13,277 – – 1,261 – – – 14,538 – –
(retired Sep 2014)
Garry Dinnie 63,927 – – 6,073 – – – 70,000 – –
Peter Lloyd 63,927 – – 6,073 – – – 70,000 – –
Steve Killelea
127,854 – – 12,146 – – – 140,000 – –
(Chairman)
Clyde McConaghy 23,276 – – 2,211 – – – 25,487 – –
(retired Nov 2014)
Executive Director
Darc Rasmussen 500,000 162,000 4,532 18,783 15,201 280,619 – 981,135 17% 29%
34
Share- Other
Post- based com‑
employ‑ Long pay‑ pensa‑ Proportion of
Short term ment term* ments tion remuneration
Value of
Non- Super Long options Termi- Value of
Salary & cash contribu‑ service and nation Perfor‑ options
fees Bonus benefits tion leave rights benefit Total mance and
2014 In AUD $ $ $ $ $ $ $ $ related rights
Non-Executive Directors
Alan Baxter 64,073 – – 5,927 – – – 70,000 – –
Kate Costello 64,073 – – 5,927 – – – 70,000 – –
Garry Dinnie 64,073 – – 5,927 – – – 70,000 – –
Peter Lloyd 64,073 – – 5,927 – – – 70,000 – –
Steve Killelea
128,146 – – 11,854 – – – 140,000 – –
(Chairman)
Clyde McConaghy 64,073 – – 5,927 – – – 70,000 – –
Executive Directors
Mark Brayan
225,702 – 755 8,887 – (24,718) – 210,626 0% (12)%
(resigned Aug 2013)
Darc Rasmussen
355,770 92,370 4,532 13,331 10,336 330,545 – 806,884 11% 41%
(appointed Oct 2013)
* The 2014 Remuneration Report has been amended to include long service leave.
of bonuses Included in %
%
forfeited
included in Directors
remuneration
$ (A)
vested in
year
in year
(B)
remuneration Directors
Details of the vesting profile of the short- Darc Rasmussen 162,000 81% 19%
term incentive cash bonuses awarded
as remuneration to each director of
the Company and each of the named Executives
Company executives and relevant group Peter Adams 62,863 101% –
executives are detailed in this table:
Alex Baburin 42,728 91% 9%
Jason Barker 129,973 92% 8%
Andre Cuenin 370,449 99% 1%
Kevin Ryder 34,478 98% 2%
A) A
mounts included in remuneration B) The amounts forfeited are due to the
for the financial year represents the performance or service criteria not
amount that vested in the financial being met in relation to the current
year based on achievement of financial year.
personal goals and satisfaction of
specified performance criteria.
No amounts vest in future financial
years in respect of the short-term
incentive bonus scheme for the
2015 financial year.
36
Equity instruments
All options refer to options over ordinary shares of Integrated Research Limited, which are exercisable on a one-for-one basis under
the Employee Share Option Plan (ESOP).
Options and rights over equity instruments granted as compensation
No options have been granted to named executives either during or since the end of the financial year. Performance rights granted
as compensation are listed in the table below.
Performance
rights granted Value yet to vest ($)
% Financial
% forfeited year in
vested in in year which grant Min Max
Number Date year (A) expires (B) (C )
Directors
Darc Rasmussen 350,000 Nov-13 – – 2017 Nil 303,625
250,000 Oct-14 – – 2017 Nil 216,875
Executives
Peter Adams 30,000 Oct-12 – – 2016 Nil 26,520
100,000 Nov-14 – – 2018 Nil 84,470
Alex Baburin 30,000 Oct-12 – – 2016 Nil 26,520
100,000 Nov-14 – – 2018 Nil 84,470
Jason Barker 40,000 Nov-14 – – 2018 Nil 33,788
60,000 Nov-14 – – 2019 Nil 46,494
Andre Cuenin 50,000 Oct-12 – – 2016 Nil 44,200
85,000 Apr-14 – – 2018 Nil 79,639
100,000 Nov-14 – – 2018 Nil 84,470
David Purdue 14,500 Dec-11 100% – 2015 Nil 5,562
20,000 Oct-12 – – 2016 Nil 17,680
50,000 Nov-14 – – 2018 Nil 42,235
Kevin Ryder 75,000 Nov-14 – – 2018 Nil 63,353
Equity instruments
All options refer to options over ordinary shares of Integrated Research Limited, which are exercisable on a one-for-one basis under
the Employee Share Option Plan (ESOP).
All performance rights refer to performance rights over ordinary shares of Integrated Research Limited, which are exercisable on a
one-for-one basis under the Integrated Research Performance Rights and Option Plan (IRPROP).
Vested and
Held at Vested exercisable
Held at Granted as Other 30 June during at 30 June
1 July 2014 compensation Exercised changes* 2015 the year 2015
Directors
Darc Rasmussen 350,000 250,000 – – 600,000 – –
Executives
Peter Adams 30,000 100,000 – – 130,000 – –
Alex Baburin 30,000 100,000 – – 130,000 – –
Jason Barker – 100,000 – – 100,000 – –
Andre Cuenin 135,000 100,000 – – 235,000 – –
David Purdue 34,500 50,000 (14,500) – 70,000 14,500 14,500
Kevin Ryder – 75,000 – – 75,000 – –
Vested and
Held at Vested exercisable
Held at Granted as Other 30 June during at 30 June
1 July 2013 compensation Exercised changes* 2014 the year 2014
Directors
Mark Brayan 340,000 – – (340,000) – – –
Darc Rasmussen – 350,000 – – 350,000 – –
Executives
Peter Adams 130,000 – – (100,000) 30,000 – –
Alex Baburin 105,000 – – (75,000) 30,000 – –
Andre Cuenin 125,000 85,000 – (75,000) 135,000 – –
Andrew Levido 56,250 – – (56,250) – – –
David Purdue 34,500 – – – 34,500 – –
Pim Van Poel 25,000 – – (25,000) – – –
*Other changes represent performance rights that expired or were forfeited during the year.
Performance rights expire on the earlier of their expiry date or termination of the individual’s employment. No performance rights
have been granted since the end of the financial year. The performance rights were provided at no cost to the recipients.
38
Movements in shares
The movement during the reporting period in the number of ordinary shares in Integrated Research Limited held, directly, indirectly
or beneficially, by each key management person, including their related parties, is as follows:
Received on
Held at exercise of Other Held at
1 July 2014 Purchases performance rights changes* Sales 30 June 2015
Non-Executive Directors
Alan Baxter 197,000 – – – – 197,000
Kate Costello 199,622 – – (199,622) – –
Steve Killelea 94,834,951 – – – – 94,834,951
Executive Directors
Darc Rasmussen 8,700 30,000 – – – 38,700
Executives officers
(excluding directors)
Peter Adams 5,000 – – – – 5,000
Alex Baburin 10,000 – – – – 10,000
David Purdue 18,750 – 14,500 – – 33,250
Received on
Held at exercise of Other Held at
1 July 2013 Purchases performance rights changes* Sales 30 June 2014
Non-Executive Directors
Alan Baxter 100,000 97,000 – – – 197,000
Kate Costello 200,000 199,622 – – (200,000) 199,622
Steve Killelea 94,834,951 – – – – 94,834,951
Executive Directors
Mark Brayan 25,000 – – (25,000) – –
Darc Rasmussen – 8,700 – – – 8,700
Executives officers
(excluding directors)
Peter Adams 5,000 – – – – 5,000
Alex Baburin – – 10,000 – – 10,000
David Purdue 18,750 – – – – 18,750
Shareholdings at the date of the Directors’ Report for existing Key Management Personnel remain unchanged.
Corporate
governance
statement
This statement outlines Board of The full Board currently holds twelve
scheduled meetings each year and any
the main corporate
governance practices
Directors and its extraordinary meetings at such other
times as may be necessary to address
that were in place Committees any specific matters that may arise.
The agenda for its meetings is prepared
throughout the financial Role of the Board in conjunction with the chairman, chief
The Board’s primary role is the protection executive officer and company secretary.
year, which comply and enhancement of long-term Standing items include strategic matters
with the ASX Corporate shareholder value. for discussion, the CEO’s report, financial
reports, key performance indicator
Governance Council To fulfil this role, the Board is reports and presentations by key
responsible for the overall corporate executives and external industry experts.
recommendations, governance of the consolidated entity Board papers are circulated in advance.
unless otherwise stated. including evaluating and approving
its strategic direction, approving and
Directors have other opportunities,
including visits to operations, for contact
monitoring capital expenditure, setting with a wider group of employees.
remuneration, appointing, removing and
creating succession policies for Directors Director education
and senior executives, establishing The consolidated entity follows
and monitoring the achievement of an induction process to educate
management goals and assessing new Directors about the nature of
the integrity of internal control and the business, current issues, the
management information systems. It corporate strategy and expectations
is also responsible for approving and of the consolidated entity concerning
monitoring financial and other reporting. performance of Directors. In addition
executives make regular presentations
Board process to the Board to ensure its familiarity
To assist in the execution of its with operational matters. Directors are
responsibilities, the Board has established expected to access external continuing
a number of board committees including education opportunities to update and
a Nomination and Remuneration enhance their skills and knowledge.
Committee, an Audit and Risk Committee
and a Strategy Committee. These
committees have written mandates
and operating procedures, which
are reviewed on a regular basis.
The Board has also established a
framework for the management of the
consolidated entity including board-
endorsed policies, a system of internal
control, a business risk management
process and the establishment of
appropriate ethical standards.
42
Independent advice and access to The election of Mr Killelea, who holds The committee then selects a panel of
company information a majority of the company’s issued candidates and the board appoints the
Each director has the right of access to shares, as non-executive chairman, does most suitable candidate who must stand
all relevant company information and to not comply with the ASX Corporate for election at the next general meeting
the company’s executives and, subject to Governance Council recommendation of shareholders.
prior consultation with the chairman, may that the chairman be an independent
director. However, the board is satisfied The composition of the board during
seek independent professional advice the year ended 30 June 2015 did
from a suitably qualified adviser at the that the company benefits from Mr
Killelea’s experience and knowledge not comply with the ASX Corporate
consolidated entity’s expense. A copy Governance Council recommendation
of the advice received by the director is gained through his long involvement with
Integrated Research and his associations that the majority of the board should
made available to all other members of be independent directors. However, the
the board. throughout the information technology
industry. Mr Killelea founded Integrated Company is working toward compliance
Composition of the board Research in 1988 and was the CEO and through the recent appointment of
managing director of the company until Mr. Paul Brandling who is an Independent
The names of the Directors of the Non-Executive Director.
company in office at the date of this his retirement in November 2004.
report are set out on pages 24 to 25 of Mr Abrahams was appointed as a The company secretary is accountable
this report. Non-Executive Director in September directly to the board, through the chair,
2014. While there are good arguments on all matters to do with the proper
The company’s constitution provides functioning of the board.
for the board to consist of between three that Mr Abrahams is in fact independent,
and twelve members. At 30 June 2015 he has been classified as not Nomination and Remuneration
the board members were comprised independent due to a pre-existing Committee
as follows: business relationship between Mr
Abrahams and Mr Killelea. The board is The Nomination and Remuneration
• Mr Steve Killelea – satisfied that the company benefits from Committee has a documented charter,
Non-Executive Director (Chairman) Mr Abrahams’ experience and knowledge approved by the board. The Nomination
gained through his more than 20 year and Remuneration Committee is a
• Mr Nick Abrahams – career as a lawyer assisting technology committee of the Board of Directors and
Non-Executive Director companies in Australia and overseas. is empowered by the board to assist
it in fulfilling its duties to shareholders
• Mr Alan Baxter – At each Annual General Meeting and other stakeholders. In general, the
Independent Non-Executive Director one-third of Directors, any director who committee has responsibility to:
has held office for three years and any 1) ensure the company has appropriate
• Mr Garry Dinnie – Independent
director appointed by Directors in the remuneration policies designed to
Non-Executive Director
preceding year must retire, then being meet the needs of the company and
• Mr Peter Lloyd – eligible for re-election. The CEO is not to enhance corporate and individual
Non-Executive Director required to retire by rotation. performance and 2) review board
performance, select and recommend new
• Mr Darc Rasmussen – Executive The composition of the board is Directors to the board and implement
Director (Chief Executive Officer) reviewed on a regular basis to ensure actions for the retirement and re-election
that the board has the appropriate of Directors.
mix of expertise and experience. When
a vacancy exists, through whatever
cause, or where it is considered that the
board would benefit from the services
of a new director with particular skills,
the Nomination and Remuneration
Committee, in conjunction with the
board, determines the selection criteria
for the position based on the skills
deemed necessary for the board to
best carry out its responsibilities.
Responsibilities regarding including expectations for attendance While the Committee is chaired by an
remuneration and preparation for all board meetings, independent director who is not chair
The Committee reviews and makes expected time commitments, procedures of the Board, the year the number of
recommendations to the board on: when dealing with conflicts of interest, independent directors did not form a
and the availability of independent majority of the Audit and Risk Committee
• The appointment, remuneration, professional advice. as recommended by the ASX Corporate
performance objectives and evaluation Governance recommendations.
of the chief executive officer. The performance of the chief executive The Company is moving toward
officer and the board was undertaken compliance on this matter with the
• The remuneration packages for in the reporting period identifying both recent appointment of another
senior executives. strengths and development actions. independent director.
The performance of other senior
• The Company’s recruitment, management was conducted by the During the year, the Audit and Risk
retention and termination policies and chief executive officer. Committee provided the Board
procedures for senior executives. with updates to the Company’s risk
The members of the Nomination and management register (with the Board
• Executive remuneration and Remuneration Committee during the approving this document).
incentive policies. year were:
The external auditor, Chief Executive
• Policies on employee incentive plans, • Ms Kate Costello (Chairperson to Officer and Chief Financial Officer are
including equity incentive plans. September 2014) – Independent invited to Audit and Risk Committee
Non-Executive meetings at the discretion of the
• Superannuation arrangements.
• Mr Alan Baxter (Chairman from committee. The committee met four times
• The remuneration framework and during the year and committee members’
October 2014) – Independent
policy for Non-Executive Directors. attendance record is disclosed in the
Non-Executive
table of Directors’ Meetings on page 28.
• Remuneration levels are competitively
• Mr Garry Dinnie – Independent
set to attract and retain the most The external auditor met with the audit
Non-Executive Director
qualified and experienced directors and committee/board four times during the
senior executives. The Remuneration • Mr Steve Killelea – Non-Executive year, two of which included time without
Committee obtains independent the presence of executive management.
advice on the appropriateness of At the date of this Corporate Governance The Chief Executive Officer and the Chief
remuneration packages, given trends Statement, a matrix of skills and diversity Financial Officer declared in writing to
in comparative companies and industry of the board as required by the ASX the board that the company’s financial
surveys. Remuneration packages corporate governance recommendations reports for the year ended 30 June 2015
include a mix of fixed remuneration, remains in progress. The Company is comply with accounting standards and
performance-based remuneration and working toward the completion of the present a true and fair view, in all material
equity-based remuneration. matrix to comply with this corporate respects, of the company’s financial
governance requirement. condition and operational results. This
Responsibilities regarding statement is required annually.
nomination The Nomination and Remuneration
The Committee develops and makes Committee meets at least twice a year The main responsibilities of the Audit
recommendations to the board on: and as required. The Committee met and Risk Committee as set out in the
three times during the year under review. charter include:
• The CEO and senior executive
succession planning. Audit and Risk Committee • Serve as an independent party to
The Audit and Risk Committee has monitor the financial reporting process
• The range of skills, experience and a documented charter, approved by and internal control systems.
expertise needed on the board and the the board. The charter states that all
identification of the particular skills, members must be non-executive directors • Review the performance and
experience and expertise that will best with a majority being independent. The independence of the external auditors
complement board effectiveness. chairman may not be the chairman of and make recommendations to the
the board. The committee advises on board regarding the appointment or
• A plan for identifying, reviewing, termination of the auditors.
the establishment and maintenance of
assessing and enhancing director
a framework of risk management and • Review the scope and cost of the
competencies.
internal control of the consolidated entity. annual audit, negotiating and
• Board succession plans to maintain recommending the fee for the annual
The members of the Audit and Risk
a balance of skills, experience and audit to the board.
Committee during the year were:
expertise on the board.
• Mr Nick Abrahams – Non-Executive • Review the external auditor’s
• Evaluation of the board’s performance. management letter and responses by
Director
management.
• Appointment and removal of Directors.
• Mr Garry Dinnie – Independent
Non-Executive (Chairman) • Provide an avenue of communication
• Appropriate composition of between the auditors, management
committees. and the board.
• Mr Peter Lloyd – Non-Executive
The terms and conditions of the • Monitor compliance with all financial
• Mr Clyde McConaghy – Non-Executive
appointment of Non-Executive Directors statutory requirements and regulations.
are set out in a letter of appointment,
44
• Review financial reports and other Strategy Committee
financial information distributed to The Strategy Committee has a
shareholders so that they provide an documented charter, approved by the
accurate reflection of the financial board and is responsible for reviewing
health of the company. strategy and recommending strategies
• Monitor corporate risk management to the board to enhance the company’s
and assessment processes, and the long-term performance. The committee
identification and management of is comprised of at least three members,
strategic and operational risks. including the chairman of the board and
the Chief Executive Officer. The board
• Enquire of the auditors of any appoints a member of the committee to
difficulties encountered during the be chairman.
audit, including any restrictions on
the scope of their work, access to The members of the Strategy Committee
information or changes to the planned during the year were:
scope of the audit. • Mr Steve Killelea (Chairman) –
The Audit and Risk Committee reviews Non-Executive
the performance of the external auditors • Mr Darc Rasmussen – Executive
on an annual basis and normally meets
with them during the year as follows: • Mr Alan Baxter – Independent
Non-Executive
• To discuss the external audit plans,
identifying any significant changes in • Mr Peter Lloyd – Non-Executive
structure, operations, internal controls
or accounting policies likely to impact The Strategy Committee is
the financial statements and to review responsible for:
the fees proposed for the audit work to
• Review and assist in defining current
be performed.
strategy.
• Prior to announcement of results:
• Assess new strategic opportunities,
–– To review the half-year and including M&A proposals and
preliminary final report prior to intellectual property developments or
lodgement with the ASX, and any acquisitions.
significant adjustments required as
• Stay close to the business
a result of the auditor’s findings.
challenges and monitor operational
–– To recommend the Board approval implementation of strategic plans.
of these documents.
• Endorse strategy and business cases
–– Review the results and findings for consideration by the full board.
of the auditor, the adequacy of
The Committee met five times during the
accounting and financial controls,
year under review.
and to monitor the implementation
of any recommendations made.
• To finalise half-year and annual
reporting:
–– Review the draft financial report and
recommend board approval of the
financial report.
• As required, to organise, review
and report on any special reviews or
investigations deemed necessary
by the board.
46
Communication
with shareholders
The board provides shareholders with
information using a comprehensive
continuous disclosure policy which
includes identifying matters that may
have a material effect on the price of the
company’s securities, notifying them to
the ASX, posting them on the Company’s
website (www.ir.com), and issuing media
releases. Disclosures under this policy
are in addition to the periodic and other
disclosures required under the ASX Listing
Rules and the Corporations Act. More
details of the policy are available on the
Company’s website.
The Chief Executive Officer and the
Chief Financial Officer are responsible for
interpreting the Company’s policy and
where necessary informing the board.
The Company Secretary is responsible for
all communication with the ASX.
The board encourages full participation
of shareholders at the Annual General
Meeting to ensure a high level of
accountability and identification with the
consolidated entity’s strategy and goals.
Important issues are presented to the
shareholders as single resolutions. The
external auditor is requested to attend
the Annual General Meetings to answer
any questions concerning the audit and
the content of the auditor’s report.
The shareholders are requested to vote
on the appointment and aggregate
remuneration of Directors, the granting
of options and shares to Directors, the
Remuneration Report and changes to the
Constitution. Copies of the Constitution
are available to any shareholder who
requests it.
48
Financials
Contents
50 Consolidated statement of comprehensive income
51 Consolidated statement of financial position
52 Consolidated statement of changes in equity
53 Consolidated statement of cash flows
54 Notes to the financial statements
54 Note 1: Significant accounting policies
60 Note 2: Segment reporting
61 Note 3: Finance income
61 Note 4: Expenditure
61 Note 5: Auditors' remuneration
62 Note 6: Income tax expense
63 Note 7: Earnings per share
63 Note 8: Cash and cash equivalents
64 Note 9: Trade and other receivables
65 Note 10: Other current assets
65 Note 11: Other financial assets
66 Note 12: Property, plant and equipment
67 Note 13: Deferred tax assets and liabilities
68 Note 14: Intangible assets
69 Note 15: Trade and other payables
69 Note 16: Employee benefits
71 Note 17: Provisions
72 Note 18: Other liabilities
72 Note 19: Capital and reserves
74 Note 20: Financial instruments
77 Note 21: Operating leases
78 Note 22: Consolidated entities
78 Note 23: Reconciliation of cash flows from operating activities
79 Note 24: Key management personnel disclosures
79 Note 25: Related parties
79 Note 26: Parent entity disclosures
80 Note 27: Subsequent events
81 Directors’ declaration
82 Independent auditor’s report
85 ASX additional information
Consolidated statement
of comprehensive income
For the year ended 30 June 2015
Consolidated
Revenue
Revenue from licence fees 41,031 28, 048
Revenue from maintenance fees 23,700 20,562
Revenue from consulting 5,548 4,633
Total revenue 70,279 53,243
Expenditure
Research and development expenses (12,431) (11,067)
Sales, consulting and marketing expenses (35,161) (26,836)
General and administration expenses (5,220) (4,707)
Total expenditure 4 (52,812) (42,610)
The consolidated statement of comprehensive income is to be read in conjunction with the notes to the financial statements set out on pages 54 to 80.
50
Consolidated statement
of financial position
As at 30 June 2015
Consolidated
Current assets
Cash and cash equivalents 8 15,323 13,300
Trade and other receivables 9 25,012 20,225
Current tax assets 184 616
Other current assets 10 1,344 1,024
Total current assets 41,863 35,165
Non-current assets
Trade and other receivables 9 13,260 2,632
Other financial assets 11 804 786
Property, plant and equipments 12 1,969 1,680
Deferred tax assets 13 1,342 1,463
Intangible assets 14 17,020 16,257
Total non-current assets 34,395 22,818
Current liabilities
Trade and other receivables 15 7,241 4,074
Provisions 17 2,327 2,105
Income tax liabilities 1,719 237
Deferred revenue 18,698 13,571
Other current liabilities 18 604 9
Total current liabilities 30,589 19,996
Non-current liabilities
Deferred tax liabilities 13 4,408 3,664
Provisions 17 899 778
Deferred revenue 3,825 2,798
Other non-current liabilities 18 405 –
Total non-current liabilities 9,537 7,240
Equity
Issued capital 19 1,667 1,667
Reserves 19 935 (361)
Retained earnings 33,530 29,441
Total equity 36,132 30,747
The consolidated statement of financial position is to be read in conjunction with the notes to the financial statements set out on pages 54 to 80.
Consolidated statement
of changes in equity
For the year ended 30 June 2015
Employee
Consolidated Share Hedging Translation benefit Retained
In thousands of AUD capital reserve reserve reserve earnings Total
Employee
Consolidated Share Hedging Translation benefit Retained
In thousands of AUD capital reserve reserve reserve earnings Total
The consolidated statement of changes in equity is to be read in conjunction with the notes to the financial statements set out on pages 54 to 80.
52
Consolidated statement
of cash flows
For the year ended 30 June 2015
Consolidated
The consolidated statement of cash flows is to be read in conjunction with the notes to the financial statements set out on pages 54 to 80.
Notes to the
financial
statements
and various other factors that are
Note 1: believed to be reasonable under
Significant accounting policies the circumstances, the results of
which form the basis of making the
judgements about carrying values
Integrated Research Limited (the of assets and liabilities that are not
“Company”) is a company domiciled readily apparent from other sources.
in Australia. The financial report of the Actual results may differ from these
Company for the year ended 30 June estimates. These accounting policies
2015 comprises the Company and its have been consistently applied by
subsidiaries (together referred to as the each entity in the consolidated entity.
“consolidated entity”).
The estimates and underlying
The financial report was authorised for assumptions are reviewed on
issue by the Directors on 25 August 2015. an ongoing basis. Revisions
Integrated Research is a for-profit to accounting estimates are
Company limited by ordinary shares. recognised in the period in which
the estimate is revised if the revision
a. Statement of compliance affects only that period or in the
The financial report is a general period of the revision and future
purpose financial report which has periods if the revision affects both
been prepared in accordance with current and future periods.
Australian Accounting Standards, and i. N
ew accounting standards and
Interpretations and the Corporations Interpretations
Act 2001. Financial statements of
the consolidated entity comply with The Company has applied the
International Financial Reporting following standards and amendments
Standards and interpretations for the first time for the annual
adopted by the International reporting period commencing 1 July
Accounting Standards Board. 2014 and have not had any material
effect on its financial position or
b. Basis of preparation performance:
The financial statements are • AASB2012-3
presented in Australian dollars ‘Amendments to Australian
and are prepared on the historical Accounting Standards – Offsetting
cost basis, with the exception of Financial Assets and Financial
derivatives, which are at fair value. Liabilities’
The company is of a kind referred to in • AASB 2013-3
ASIC Class Order (CO) 98/100 dated ‘Amendments to Australian
10 July 1998 (updated by CO 05/641 Accounting Standards –
effective 28 July 2005 and CO 06/51 Recoverable Amount Disclosures for
effective 31 January 2006) and in Non-Financial Assets’
accordance with that Class Order,
amounts in the financial report and • AASB 1031
Directors’ Report have been rounded ‘Materiality’
off to the nearest thousand dollars,
unless otherwise stated. • AASB2013-9
‘Amendments to Australian
The preparation of financial Accounting Standards –
statements in conformity with ‘Conceptual Framework, Materiality
Australian Accounting Standards and Financial Instruments’
requires management to make
judgements, estimates and • AASB 2014-1 Part A
assumptions that affect the ‘Annual Improvements
application of policies and reported 2010-2012 Cycle’
amounts of assets and liabilities, • AASB 2014-1 Part A
income and expenses. The estimates ‘Annual Improvements
and associated assumptions are 2011-2013 Cycle’
based on historical experience
54
ii. Standards and Interpretations issued Effective for Expected to be
not yet effective annual reporting initially applied
At the date of authorisation of periods beginning in the financial
the financial report, a number of Standard/Interpretation on or after year ending
standards and Interpretations were in
issue but not yet effective. AASB 9 ‘Financial Instruments’ 1 January 2018 30 June 2018
* The International Accounting Standards Board (IASB) in its July 2015 meeting decided to confirm its proposal to defer the
effective date of IFRS 15 (the international equivalent of AASB 15) from 1 January 2017 to 1 January 2018. The amendment to
give effect to the new effective date for IFRS 15 is expected to be issued in September 2015. At this time, it is expected that the
AASB will make a corresponding amendment to AASB 15, which will mean that the application date of this standard for the
Group will move from 1 July 2017 to 1 July 2018.
56
For cash flow hedges, the associated h. Intangible assets For the trade receivables with
cumulative gain or loss is removed i. Research and development extended payment terms beyond
from equity and recognised in profit twelve months, the receivable is
or loss in the same period or periods Expenditure on research activities, initially recognised at fair value
during which the hedged forecast undertaken with the prospect of calculated by applying a discount
transaction affects profit or loss. The gaining new scientific or technical to the contracted cash flows. The
ineffective part of any gain or loss is knowledge and understanding, is discount rate applied is based upon
recognised immediately in the profit recognised in profit or loss as incurred. the corporate borrowing rate that
or loss. Expenditure on development would apply to the type of customer,
activities, whereby research findings taking into account the customers’
g. Property, plant and equipment credit worthiness based on its size
are applied to a plan or design for the
Items of property, plant and production of new or substantially and jurisdiction.
equipment are stated at cost or improved products and processes,
deemed cost less accumulated j. Cash and cash equivalents
is capitalised if the product or process
depreciation and impairment losses is technically and commercially Cash and cash equivalents comprises
(see accounting policy (k)). The cost of feasible and the consolidated cash balances and call deposits with
acquired assets includes (i) the initial entity has sufficient resources an original maturity of three months
estimate at the time of installation to complete development. or less.
and during the period of use, when
relevant, of the costs of dismantling The useful lives of the capitalised k. Impairment
and removing the items and restoring assets are assessed as finite. The carrying amounts of the
the site on which they are located, consolidated entity’s assets are
and (ii) changes in the measurement The expenditure capitalised includes reviewed at each reporting date
of existing liabilities recognised for the cost of materials, direct labour to determine whether there is any
these costs resulting from changes and an appropriate proportion of indication of impairment. If any
in the timing or outflow of resources overheads. Other development such indication exists, the asset’s
required to settle the obligation or expenditure is recognised in profit recoverable amount is estimated.
from changes in the discount rate. or loss as an expense as incurred.
Capitalised development expenditure For intangible assets that are
Where parts of an item of is stated at cost less accumulated not yet available for use, the
property, plant and equipment amortisation and impairment losses recoverable amount is estimated
have different useful lives, they are (see accounting policy (k)). at each year end date.
accounted for as separate items of
property, plant and equipment. Amortisation is charged to profit or An impairment loss is recognised
loss on a straight-line basis over the whenever the carrying amount of
Depreciation is provided on property, estimated useful life, but no more an asset or its cash generating unit
plant and equipment. Depreciation than three years. exceeds its recoverable amount.
is calculated on a straight line basis Impairment losses are recognised
so as to write off the net cost of each ii. Intellectual property in profit or loss unless the asset has
asset over its expected useful life to its Intellectual property acquired from previously been revalued, in which
estimated residual value. Leasehold third parties is amortised over its case the impairment loss is recognised
improvements are depreciated over estimated useful life, but no more as a reversal to the extent of that
the period of the lease or estimated than three years. previous revaluation with any excess
useful life, whichever is the shorter, recognised through profit or loss.
using the straight line method. iii. Computer software
The estimated useful lives, residual Computer software is stated at cost The recoverable amount of other
values and depreciation method are and depreciated on a straight-line assets is the greater of their fair value
reviewed annually, with the effect basis over a 2½ to 3 year period. less costs to sell and value in use. In
of any changes recognised on a assessing value in use, the estimated
prospective basis. i. Trade and other receivables future cash flows are discounted to
Trade and other receivables are their present value using a pre-tax
The following useful lives are used in stated at their amortised cost less discount rate that reflects current
the calculation of depreciation: impairment losses. The carrying market assessments of the time value
amount of uncollectible trade of money and the risks specific to
• Leasehold improvements: the asset. For an asset that does not
6 – 10 years receivables is reduced by an
impairment loss through the use generate largely independent cash
• Plant and equipment: of an allowance account. inflows, the recoverable amount is
4 – 8 years determined for the cash-generating
unit to which the asset belongs.
58
deferred tax provided is based on the i. Intangible assets
expected manner of realisation or An intangible asset arising from
settlement of the carrying amount of development expenditure on an
assets and liabilities, using tax rates internal project is recognised only
enacted or substantively enacted at when the consolidated entity can
the year end date. demonstrate the technical feasibility
A deferred tax asset is recognised of completing the intangible asset
only to the extent that it is probable so that it will be available for use or
that future taxable profits will be sale, its intention to complete and
available against which the asset its ability to use or sell the asset,
can be utilised. Deferred tax assets how the asset will generate future
are reduced to the extent that it is no economic benefits, the availability
longer probable that the related tax of resources to complete the
benefit will be realised. development and the ability to
measure reliably the expenditure
Additional dividend franking deficit attributable to the intangible asset
tax that arises from the distribution during its development. Following the
of dividends are recognised at initial recognition of the development
the same time as the liability expenditure, the cost model is
to pay the related dividend. applied requiring the asset to be
carried at cost less any accumulated
r. Goods and services tax amortisation and accumulated
Revenue, expenses and assets are impairment losses. Any expenditure
recognised net of the amount of so capitalised is amortised over the
goods and services tax (GST), or period of expected benefits from the
similar taxes, except where the related project commencing from the
amount of GST incurred is not commercial release of the project. The
recoverable from the taxation carrying value of an intangible asset
authority. In these circumstances, the arising from development expenditure
GST is recognised as part of the cost is tested for impairment annually
of acquisition of the asset or as part when the asset is not yet available
of the expense. for use or more frequently when an
indication of impairment arises during
Receivables and payables are stated the reporting period.
with the amount of GST included.
The net amount of GST recoverable ii. Share based payment transactions
or payable is included as a current The consolidated entity measures the
asset or liability in the statement of cost of equity-settled transactions
financial position. with employees by reference to the
fair value of the equity instruments at
Cash flows are included in the the date at which they are granted.
statement of cash flows on a gross The fair value is determined by using
basis. The GST components of a binomial option pricing model and
cash flows arising from investing applying management determined
and financing activities, which are probability factors relating to non-
recoverable or payable are classified market vesting conditions.
as operating cash flows.
iii. Receivables
s. Significant accounting
judgements, estimates and The consolidated entity assesses
assumptions impairment of receivables based
upon assessment of objective
The carrying amounts of certain evidence for significant receivables
assets and liabilities are often and by placing non-significant
determined based on estimates and receivables in portfolios of similar risk
assumptions of future events. The key profiles, based on objective evidence
estimates and assumptions that have from historical experience adjusted for
a significant risk of causing a material any effects of conditions existing at
adjustment to the carrying amounts each reporting date. This assessment
of certain assets and liabilities within includes judgements and estimates of
the next annual reporting period are: future outcomes the actual results of
which may differ from the estimates
at the reporting date.
responsibility for the countries in Europe, and income tax expense. This is
Note 2: Asia Pacific – operating from Australia the measure reported to the chief
Segment reporting and Singapore with responsibility for operating decision maker for the
the countries in the rest of the world purposes of resource allocation and
and Corporate Australia – includes assessment of segment performance.
The information reported to the CODM revenue and expenses for research and
(being the Chief Executive Officer) for development and corporate head office Information regarding these segments is
the purposes of resource allocation and functions of the company. presented below. The accounting policies
assessment of performance is focused on of the reportable segments are the same
geographical performance. The principal Inter-segment pricing is determined on an as the Group’s accounting policies.
geographical regions are The Americas arm’s length basis.
– Operating from the United States with
responsibility for the countries in North, Segment profit represents the profit
Central and South America, Europe – earned by each segment without
operating from the United Kingdom with allocation of investment revenue
Corporate
Americas Europe Asia Pacific Australia1 Eliminations Consolidated
In thousands
of AUD 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014
Sales to customers
outside the 52,688 38,133 10,182 7,896 8,866 8,100 (1,457) (886) – – 70,279 53,243
consolidated entity
Inter-segment revenue – – – – – – 38,109 28,714 (38,109) (28,714) – –
Total segment revenue 52,688 38,133 10,182 7,896 8,866 8,100 36,652 27,828 (38,109) (28,714) 70,279 53,243
Total revenue 70,279 53,243
Segment results 1,598 1,147 248 197 222 202 16,901 8,723 – – 18,969 10,269
Results from operating
18,969 10,269
activities
Financing income
297 384
(interest received)
Dividend received from
– 1,045 – (1,045) – –
subsidiary
Income tax expense (5,015) (2,164)
Profit for the year 14,251 8,489
Americas Europe
(USD) (GBP)
In local currency '0003 2015 2014 2015 2014
Sales to customers
outside the 43,621 34,759 5,338 4,415
consolidated entity
Inter-segment sales – – – –
Total segment revenue 43,621 34,759 5,338 4,415
Segment results 1,311 1,044 133 111
3 S
egment results represented in local currencies as reviewed by the Chief Operating Decision Maker.
60
Note 3:
Consolidated
Finance income
In thousands of AUD 2015 2014
Interest income 297 384
297 384
Note 4:
Consolidated
Expenditure
Total expenditure includes: In thousands of AUD 2015 2014
Note 5:
Consolidated
Auditors' remuneration
2015 and 2014 Ernst and Young In AUD 2015 2014
Taxation services:
Auditors of the Company 157,460 121,361
Note 6: Consolidated
Income tax expense
Recognised in profit for the year In thousands of AUD Note 2015 2014
Consolidated
62
Note 7:
Earnings per share
The calculation of basic and diluted earnings per share at 30 June 2015 was based on the profit attributable to ordinary
shareholders of $14,251,000 (2014: $8,489,000); a weighted number of ordinary shares outstanding during the year ended
30 June 2015 of 169,409,027 (2014: 168,719,799); and a weighted number of ordinary shares (diluted) outstanding during the
year ended 30 June 2015 of 170,190,803 (2014: 169,895,017), calculated as follows:
Consolidated
Note 8:
Cash and cash equivalents
Consolidated
Note 9:
Current Consolidated
Trade and other receivables
In thousands of AUD 2015 2014
Trade debtors 25,768 20,934
Less: Allowance for doubtful debts (852) (858)
24,916 20,076
GST receivable 96 149
25,012 20,225
Non-current Consolidated
The credit period on sales ranges from 30 to 90 days. Customers of good credit
worthiness can request for extended payment plans over the committed term of the
licence contract which typically is up to three years.
The movement in the allowance for doubtful debts in respect of trade receivables is
detailed below:
Consolidated
The consolidated entity has used the Included in the consolidated entity’s
following criteria to assess the allowance trade receivable balance are debtors
loss for trade receivables and as a which are 90 days past due at the
result is unable to specifically allocate reporting date which the consolidated
the allowance to the ageing categories entity has not provided for as there has
shown above: been no significant change in credit
quality and the consolidated entity
• Historical bad debt experience; believes that the amounts are still
• The general economic conditions; considered recoverable. The consolidated
entity does not hold any collateral over
• An individual account by account these balances.
specific risk assessment based on past
credit history; and
• Any prior knowledge of debtor
insolvency or other credit risk.
64
Note 10:
Other current assets Consolidated
Note 12:
Consolidated
Property, plant and equipment
In thousands of AUD 2015 2014
Leasehold Improvements
At cost 2,279 2,174
Accumulated depreciation (1,626) (1,427)
653 747
Leasehold Improvements
Carrying amount at start of year 747 779
Additions 173 182
Disposals (67) –
Effects of foreign currency exchange 31 (2)
Depreciation expense (231) (212)
Carrying amount at end of year 653 747
66
Note 13:
Deferred tax assets and liabilities
Consolidated
Note 14:
Consolidated
Intangible assets
The amortisation is recognised in the In thousands of AUD 2015 2014
following line item in the statement of
Research and development expenses 8,403 6,922
comprehensive income:
8,403 6,922
Cost
Balance at 1 July 2013 24,551 1,785 26,336
Fully amortised & offset (5,619) (789) (6,408)
Effects of foreign currency exchange – (2) (2)
Internally developed 7,967 – 7,967
Acquired – 173 173
Balance at 30 June 2014 26,899 1,167 28,066
Amortisation
Balance at 1 July 2013 9,734 1,562 11,296
Fully amortised & offset (5,619) (789) (6,408)
Effects of foreign currency exchange – (1) (1)
Internally developed 6,740 182 6,922
Balance at 30 June 2014 10,855 954 11,809
Carrying amounts
Balance at 30 June 2014 16,044 213 16,257
Balance at 30 June 2015 16,828 192 17,020
68
Note 15:
Consolidated
Trade and other payables
The average credit period on trade and In thousands of AUD 2015 2014
other payables is 30 days.
Trade and other creditors 7,241 4,074
7,241 4,074
Current
Liability for annual leave 1,684 1,498
Liability for long service leave 643 607
Total 2,327 2,105
Non-current
Liability for long service leave 399 361
Pension plans
Employees of the consolidated entity accumulate pension benefits through statutory
contributions by the entities in the consolidated entity as required by the laws of the
jurisdictions in which they operate, supplemented by individual contributions.
*This is the second tranche of the original plan granted on 14 November 2013 of 850,000 rights.
Note 16:
Grant date Sep 2014 Nov 2014 Nov 2014 Nov 2014
Employee benefits (cont.)
The fair value of the performance rights Fair value at measurement date $0.8581 $0.8411 $0.8447 $0.7749
including assumptions used are as follows: Share price $1.000 $0.975 $0.970 $0.960
Exercise price Nil Nil Nil Nil
Expected volatility 50% 50% 50% 50%
Contractual life (expressed in days) 1,096 1,037 1,007 1,448
Expected dividends 5.10% 5.20% 5.20% 5.40%
Risk-free interest rate 3.00% 3.00% 3.00% 3.00%
(based on 3 year treasury bonds)
The fair values of services received in During the year ended 30 June 2015,
return for performance rights granted to the consolidated entity recognised an
employees is measured by reference to expense through profit of $728,000
the fair value of share options granted. related to the fair value of performance
The estimate of the fair value of the rights (2014: $452,000).
services received is measured based on a
Binomial option-pricing model.
The following table provides the In thousands of performance rights 2015 2014
movement in performance rights
during the year: Outstanding at the beginning of the year 1,937 1,853
Forfeited during the year (465) (516)
Exercised during the year (712) –
Granted during the year 1,645 600
Outstanding at the end of the year 2,405 1,937
Exercisable at the end of the year (vested) – –
70
Note 16: 2015 2014
Employee benefits (cont.) Weighted Weighted
The number and weighted average average average
exercise prices of share options exercise Number of exercise Number of
is as follows: In thousands of options price options price options
Outstanding at the
– – $0.29 872
beginning of the year
Forfeited during the year – – $0.28 (479)
Exercised during the year – – $0.30 (393)
Granted during the year – – – –
Outstanding at the end
– – – –
of the year
Exercisable at the end of
– – – –
the year (vested)
There are no options outstanding at The contractual life of the option (five
30 June 2015. years) is used as an input into this
formula. Expectations of early exercise are
The fair values of services received incorporated into the Binomial formula.
in return for share options granted to
employees is measured by reference to There were no options granted during the
the fair value of share options granted. 2015 financial year (2014:nil).
The estimate of the fair value of the
services received is measured based on
the Binomial option-pricing model.
Note 17:
Consolidated
Provisions
In thousands of AUD Note 2015 2014
Current
Employee benefits 16 2,327 2,105
2,327 2,105
Non-current
Employee benefits 16 399 361
Lease make good 500 417
899 778
Note 18:
Consolidated
Other liabilities
In thousands of AUD 2015 2014
Current
Fair value of hedge liabilities –
604 9
forward foreign exchange contracts
Non-current
Other creditors 405 –
72
Note 19: Dividends
Capital and reserves (cont.) Dividends recognised in the current year by the company are:
2015
Final 2014 2.5 4,224 35% franked 12 Sep 2014
Interim 2015 3.5 5,938 35% franked 20 Mar 2015
Total amount 10,162
2014
Final 2013 3.0 5,055 40% franked 13 Sep 2013
Interim 2014 2.5 4,223 30% franked 21 Mar 2014
Total amount 9,278
After the end of the financial year, the following dividend was proposed by the
Directors. The financial effect of this dividend has not been brought to account in
the financial statements for the year ended 30 June 2015 and will be recognised in
subsequent financial statements:
The final dividend declared of 4.0 cents together with the interim dividend paid in
March 2015 of 3.5 cents takes total dividends for the 2015 financial year to 7.5 cents.
Company
Franking account disclosure:
In thousands of AUD 2015 2014
Adjusted franking account balance 1,020 737
Impact on franking account balance of dividends
(1,019) (634)
not recognised
74
Note 20: Consolidated
Financial instruments (cont.)
Liabilities Assets
Consolidated
(i) T
his has been based on the change in the exchange rate against the Australian dollar in the financial years ended
30 June 2015 and 30 June 2014.
The sensitivity analysis has been based United States, the United Kingdom and
on the sensitivity rates used when Singapore. As stated in the consolidated
reporting foreign currency risk internally entity’s accounting policies per Note 1,
to key management personnel and on consolidation the assets and liabilities
represents management’s assessment of of these entities are translated into
the possible change in foreign exchange Australian dollars at exchange rates
rates based on historical volatility. prevailing at the year end date. The
income and expenses of these entities
In management’s opinion, the sensitivity is translated at the average exchange
analysis is not fully representative of the rates for the year. Exchange differences
inherent foreign exchange risk as the arising are classified as equity and
year end exposure does not necessarily are transferred to a foreign exchange
reflect the exposure during the course translation reserve. The consolidated
of the year. The consolidated entity entity’s future reported profits could
includes certain subsidiaries whose therefore be impacted by changes in
functional currencies are different to rates of exchange between the Australian
the consolidated entity presentation Dollar and the United States Dollar and
currency. The main operating entities the Australian Dollar and the UK Sterling.
outside of Australia are based in the
Note 20:
Financial instruments (cont.)
Consolidated
Sell US Dollar:
Less than 3 months 0.84 0.92 2,850 2,900 3,378 3,136 (334) 45
3 to 6 months 0.84 0.91 1,200 1,650 1,431 1,808 (141) 38
6 to 9 months 0.76 0.89 1,850 1,750 2,436 1,967 (1) 79
9 to 12 months 0.77 0.92 1,950 1,300 2,536 1,408 (39) (1)
Sell Euros:
Less than 3 months 0.69 0.68 370 310 534 454 (3) 3
3 to 6 months 0.67 0.68 95 210 141 309 1 1
6 to 9 months 0.68 0.67 175 215 259 321 1 3
9 to 12 months – 0.67 – 295 – 443 – 5
Sell Sterling:
Less than 3 months 0.54 0.55 250 270 461 490 (50) (2)
3 to 6 months 0.50 0.55 100 70 198 128 (7) (1)
6 to 9 months 0.50 0.55 100 160 199 293 (8) (2)
9 to 12 months 0.49 0.54 75 150 152 275 (3) (2)
(584) 166
These hedge assets and liabilities are classified as a level 2 fair value measurement, being derived from inputs provided from
financial institutes, rather than quoted prices that are observable for the asset either directly (i.e. as prices) or indirectly (i.e. derived
from prices). The fair value measurement of the OTC forward contact would not qualify as Level 1 as there is not a quoted price
for the actual contract, even though data used to value the contract may be derived entirely from active foreign-exchange and
interest-rate market.
Interest rate risk management
The consolidated entity is exposed to interest rate risk on the cash held in bank deposits. Cash in bank and term deposits of
$15,971,000 were held by the consolidated entity at the reporting date, attracting an average interest rate of 2.36% (2014: 3.01%).
If interest rates had been 50 basis points higher or lower and all other variables were held constant, the consolidated entity’s net
profit would increase/(decrease) by +/–$79,855 (2014: +/– $69,745).
76
Note 20: Credit risk management The consolidated entity manages liquidity
Financial instruments (cont.) Credit risk refers to the risk that risk by maintaining adequate reserves,
a counterparty will default on its by continuously monitoring forecast
contractual obligations resulting in and actual cash flows and matching
financial loss to the consolidated entity. the maturity profiles of financial assets
The consolidated entity has adopted a and liabilities.
policy of only dealing with creditworthy All creditor and other payables shown in
counterparties and obtaining sufficient Note 15 for both 2015 and 2014 carry no
collateral where appropriate, as a means interest obligation.
of mitigating the risk of financial loss
from defaults. Fair value of financial instruments
Trade receivables consist of a large The carrying value of financial assets and
number of customers, spread across financial liabilities of the consolidated
diverse industries and geographical entity is a reasonable approximation of
areas. The largest single counterparty their fair value.
exposure with any one customer is with For non-current trade debtors Integrated
Avaya with a receivable balance at Research has considered a discount
30 June 2015 of $5.57 million Ongoing rate to recognise the net present value
credit evaluation is performed on the of the debtors. Level 3 inputs have
financial condition of accounts. been considered including corporate
The credit risk on liquid funds and borrowing rates, size of the customer and
derivative financial instruments is limited jurisdiction of the customer.
because the counterparties are banks
with high credit ratings assigned by
international credit-rating agencies.
Liquidity risk management
Ultimate responsibility for liquidity
risk management rests with the
Board of Directors, who have built an
appropriate liquidity risk management
framework for the management
of the consolidated entity’s short,
medium and long-term funding and
liquidity management requirements.
Note 21:
Consolidated
Operating leases
Non-cancellable operating lease rentals is In thousands of AUD 2015 2014
for office space with payables as follows:
Less than one year 1,475 1,078
Between one and five years 2,663 1,768
Greater than five years 132 –
4,270 2,846
Note 22:
Consolidated
Consolidated entities Country of
In thousands of AUD incorporation 2015 2014
Parent entity
Integrated Research Limited Australia
Subsidiaries
Integrated Research, Inc USA 100% 100%
Integrated Research UK Limited UK 100% 100%
Integrated Research Singapore Singapore 100% 100%
Pte Limited
Note 23:
Consolidated
Reconciliation of cash flows from
operating activities In thousands of AUD 2015 2014
Profit for the year 14,251 8,489
Depreciation and amortisation 9,114 7,555
Provision for doubtful debts (6) (281)
Interest received (297) (384)
Share-based payments expense 728 453
Net exchange differences (66) (805)
78
Note 24:
Consolidated
Key management
personnel disclosures In AUD 2015 2014
The key management personnel
Short-term benefits 3,248,694 3,085,453
compensation are as follows:
Post-employment benefits 171,284 169,334
Long term benefit 42,264 34,115
Equity compensation benefits 436,035 326,346
3,898,277 3,615,248
Apart from the details disclosed in this note, no director has entered into a material
contract with the consolidated entity since the end of the previous financial year and
there were no material contracts involving Directors’ interests existing at year-end.
Note 25: Related parties At 30 June 2015 Mr Steve Killelea, the Chairman of the Company, owned either directly
or indirectly 55.89% of the Company (2014: 56.13%).
Note 26:
Parent Entity
Parent entity disclosures
In thousands of AUD 2015 2014
Financial position
Assets
Current assets 24,050 18,044
Non-current assets 18,928 18,244
Total assets 42,978 36,288
Liabilities
Current liabilities 7,295 4,814
Non-current liabilities 5,167 4,603
Total liabilities 12,462 9,417
Equity
Issued capital 1,667 1,667
Employee benefits reserve 1,571 873
Hedging reserve (197) 120
Retained earnings 27,475 24,211
Total equity 30,516 26,871
Financial performance
Profit for the year 13,412 8,732
Other comprehensive income (317) 897
Total comprehensive income 13,095 9,629
Investments in subsidiaries are included at cost.
80
Directors' declaration
Directors'
declaration
In accordance with a resolution of the Directors of Integrated Research Limited,
we state that:
(a) t he financial statements and notes of Integrated Research Limited for the
financial year ended 30 June 2015 are in accordance with the Corporations
Act 2001, including:
(i) giving a true and fair view of the consolidated entity’s financial position as at
30 June 2015 and of its performance for the year ended on that date;
and
(ii) c
omplying with Accounting Standards and the Corporations Regulations
2001;
(c) there are reasonable grounds to believe that the Company will be able to pay
its debts as and when they become due and payable.
2. This declaration has been made after receiving the declarations required to be
made to the Directors by the chief executive officer and chief financial officer in
accordance with section 295A of the Corporations Act 2001 for the financial year
ended 30 June 2015.
Auditor's responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our
audit in accordance with Australian Auditing Standards. Those standards require that we comply with
relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain
reasonable assurance about whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the financial report. The procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial report, whether due to fraud or error.
In making those risk assessments, the auditor considers internal controls relevant to the entity's
preparation and fair presentation of the financial report in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the entity's internal controls. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by the directors, as well as
evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.
Independence
In conducting our audit we have complied with the independence requirements of the Corporations Act
2001. We have given to the directors of the company a written Auditor’s Independence Declaration, a
copy of which is included by reference in the directors’ report.
82
Opinion
In our opinion:
a. the financial report of Integrated Research Limited is in accordance with the Corporations Act
2001, including:
i giving a true and fair view of the consolidated entity's financial position as at 30 June
2015 and of its performance for the year ended on that date; and
b. the financial report also complies with International Financial Reporting Standards as
disclosed in Note 1.
Opinion
In our opinion, the Remuneration Report of Integrated Research Limited for the year ended 30 June
2015, complies with section 300A of the Corporations Act 2001.
John Robinson
Partner
Sydney
25 August 2015
John Robinson
Partner
25 August 2015
84
ASX additional information
Shareholder information
8 ABN AMRO Clearing Sydney Nominees Pty Ltd <Custodian a/c> 724,851 0.43
10 Forsyth Barr Custodians Ltd <Forsyth Barr Ltd-Nominee a/c> 591,945 0.35
12 Mr Kevin John Cairns + Mrs Catherine Valerie Cairns <Cairns Family Super a/c> 516,113 0.30
14 Mr Gary Ronald Poole + Mrs Leigh Margaret Poole <Poole Super Fund a/c> 500,000 0.29
16 Fergfam Nominees Pty Ltd <Fergusson & Wright S/F a/c> 375,263 0.22
Ordinary Shares
Analysis of numbers of equity security holders by size of holding Performance
As at September 2015 Shares Options Rights
1 -1,000 785 – –
1,001 - 5,000 1,917 – 15
5,001 - 10,000 919 – 19
10,001 - 100,000 1,166 – 39
100,001 and over 70 – 2
4,857 – 75
Number Number
Unquoted equity securities on issue of holders
Option issued under the Integrated Research Limited
–* –
Employee Option Plan to take up ordinary shares
Performance Rights issued under the Integrated Research Limited Performance Rights
2,309,900** 75
and Option Plan to take up ordinary shares
* Number of unissued ordinary shares under the Options.
** Number of unissued ordinary shares under the Performance Rights.
On-market buy-back
There is no current on-market buy-back.
Substantial holders
Substantial holders in the Company are set below:
Number held Percentage
Mr. Stephen John Killelea* 94,834,951 55.84
* Include direct and indirect holdings.
Voting rights
The voting rights attaching to each class of equity securities are set out below:
1. Ordinary shares.
On a show of hands every member present at a meeting in person or proxy shall have one vote and upon a poll each share have
one vote.
2. O
ptions.
No voting rights.
3. Performance rights.
4. No voting rights.
Other information
Integrated Research Limited, incorporated and domiciled in Australia, is a publicly listed Company limited by shares.
86
Corporate Directors
Steve Killelea
Share Registry
Computershare
ir.com