Annual Report 2015: Integrated Research

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Integrated Research

Annual Report 2015


ABN 76 003 588 449
The 2015
financial year
has been one to
celebrate...

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.

When we work together with our partners, customers


and users we achieve success in unity.

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

We have successfully executed our 4 key strategies:


solutions, partnering, strategic marketing and

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

9/10 7/10 4/10 4/10 6/10


Top US banks World's biggest World's largest Largest oil & Biggest stock
Telcos companies gas companies exchanges

Total revenue (AUD millions) IN MILLIONS OF AUD (EXCEPT EARNINGS PER SHARE)

Year ended 30 June 2015 2014 % Change

Revenue from licence fees 41.0 28.0 46% ↑

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%

Net assets 36.1 30.7 18% ↑

Net profit after tax (AUD millions) ↓


Cash at balance date 15.3 13.3 15%

Americas revenue 52.7 38.1 38% ↑

Europe revenue 10.2 7.9 29% ↑

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%

Revenue from licence sales (AUD millions)

Year ended 30 June 2015 2014 % Change

Americas revenue (USD) 43.6 34.8 25%


Europe revenue (UK Sterling) 5.3 4.4 21%



25.0 28.9 26.6 28.0 41.0
2011 2012 2013 2014 2015 Asia Pacific revenue (AUD) 8.9 8.1 9% ↑

Integrated Research and its controlled entities Annual Report 2015 5


Letter from
the Chairman
It is my pleasure to comment on the strong
performance of Integrated Research for the financial
year to June 2015. The Company’s performance can
only be described as excellent, with the Company
recording high growth in both profit and revenue to
further cement its leading global position.

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.

Net profit after tax ↑ 68%

$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.”

Dear fellow shareholders, Management has progressively shifted


that model to the sale of term-limited
The past financial year represents a licences that grant a one to five year
breakthrough for your Company across a limited licence. This creates a recurring
number of significant dimensions. Record licence revenue event on average every
growth and profits are strong indicators three years, thereby increasing the long
that the new strategy the Company term licence revenue. This will result in
embarked on in 2014 is now beginning to a build-up of debtors over the next
have an impact. two years.
We are very pleased by the endorsement Approximately 75% of the Company’s UC
of our customers and the market that licence revenue is now recurring in nature.
we see reflected in these results, and will All Payments and Infrastructure licence
continue to execute accordingly. revenues are also recurring.
In the following, Management will With a very high 95% licence renewal rate
provide insight into the impact of each this creates a much more sustainable
and how it positions the Company for licence revenue stream going forward
growth in the future. and a solid base for future growth.
The underlying sustainability of the Coupled with the growing recurring
Company’s future revenues has been nature of the Company’s licence revenue,
significantly boosted by a shift in the annually recurring maintenance revenues
nature of the licences it sells. grew 15% over the previous year backed
Historically a large portion of the by a customer retention rate of 95%.
Company’s Unified Communications (UC) The solution strategy initiative was
licences was sold as perpetual licences – established to drive agile innovation
a one-time fee that granted the customer based on intimate collaboration with our
access to the software in perpetuity. customers and new market trends.
This is now delivering strong early results.
There were three significant new versions
of Prognosis released during the year
highlighting the aggressive cadence of
delivering new and impactful solutions
for our customers.

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.

Integrated Research and its controlled entities Annual Report 2015 9


Every second, millions That’s where we come in.
of critical systems
and networks keep We optimise systems and
the phones and cash networks to help them
registers ringing and run at their best and
keep the world ticking. predict vulnerabilities
before they arise.
And every second,
thousands of teams Stretching and shaping
work tirelessly to maintain our products to
order but the threat strengthen businesses
of a problem is never and make the lives of
far away. our customers easier.

A thousand
points of reference,
a single point
of view.
About IR

London

Munich

Denver (CO)

Singapore
Herndon (VA)

Sydney

IR is the corporate brand name


of Integrated Research Limited, a
Today IR Prognosis solutions for
payment hubs, unified communications
Our vision is to make
leading global provider of proactive ecosystems and contact centres are the world a smarter,
performance management software for trusted by Fortune 500 companies to
critical IT infrastructure, payments and keep their businesses running. easier place to live and
communications ecosystems.
IR continues to be an industry pioneer work, where people and
More than 1,000 organisations in over with innovations in predictive and technology interact in a
60 countries - including some of the prescriptive analytics as well as advances
world’s largest banks, airlines and in automation, allowing IT to stop a frictionless way.
telecommunication companies, rely on problem even before it happens.
IR Prognosis software to provide business-
IR Prognosis is sold and supported
Our mission is to create
critical insights and ensure continuity-
critical systems deliver high availability through IR offices, resellers, and innovative technology
managed service providers. IR’s corporate
and performance for millions of their
customers across the globe. headquarters is located in Sydney, that optimises
We have unique competencies that
Australia with offices in the USA, UK,
Germany and Singapore.
operations, predicts
revolve around what we are passionate business disruption and
The IR brand is owned by Integrated
about, what we can be best at and what
drives our economic engine. We believe Research Ltd, which is listed on the automates the steps to
in customer intimacy, innovation using Australian Stock Exchange (ASX:IRI). improve the experience
our deep domain expertise and superior
product architecture. of every interaction.
Since we started providing real-time,
fault-tolerant management in 1988 for
business-critical computer systems and
applications running on HP NonStop
server technology, our products have
stood the test of time.

Integrated Research and its controlled entities Annual Report 2015 11


Marketing Highlights

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.

workplaces and everyday Reducing complexity


This means that businesses can be
losing time, money and potentially
lives can be made to A greater understanding of our customers before they’re even aware
work better. customers’ needs has inspired our vision
– to make the world a smarter, easier
a problem exists.

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."

Customers benefit from:


Reduced complexity
Reduced risk
Increased business insight
A network of partners
A company that lives for innovation
A company that listens
Integrated Research and its controlled entities Annual Report 2015 13
Marketing Highlights

Listening to our customers Recognition of the hard


We spent hundreds of hours with our
customers around the globe to learn how work that has gone into
our customers use Prognosis, and listened
to their stories.
the design of our new
brand came in the form
Because we are helping our partners,
customers and users optimise their of the prestigious D&DA
systems for the real world we knew that
we wanted to relate to them in a less
Graphite Pencil award.
technical and more human way. Ultimately the long-term success of a
We illustrated our customers’ stories brand is driven by the way that every one
with dots and dashes, and punctuated of us represents our company.
them with colour to help tell stories of Our brand is more than graphical
optimisation – blue represents ‘optimal’, design, it’s the clever way that it shows
while red represents ‘sub-optimal’ to how we simplify complex problems for
illustrate the complex problems Prognosis our customers.
solves in a fun, accessible way.
We have a great platform to build upon
These simple illustration elements and the onus is now on us to carry this
helped us create an optimised logo. forward and make IR the most respected
White dashes paired with red and and recognised brand in our market.
blue dots to form the i and the r of the
company’s name.

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.

Finding the needle hours could be done in minutes.


Predictive analytics established the root
IR and Rabobank have a long relationship
built on managing the performance of

in the haystack cause of problems, and by leveraging the


blended-vendor capabilities of Prognosis,
the hardware supporting its Payments
platform. With a need to authorise 1.3
a single viewpoint instantly provided end- billion transactions a year Rabobank
Prudential Global Data Services to-end insight. needed a solution that was robust and
something it was familiar with. While
“We’ve found everything is quicker with our customer relationship played a
Industry: International Financial
Prognosis and the reporting is good.” significant part it was that Prognosis was
Services Group.
Profile: Listed on 4 global stock Prognosis translates cryptic machine-to- ‘fit for purpose’ that made it successful a
exchanges, over 23 million customers and machine communications from multiple second time.
£443 billion assets under management. UC endpoints, devices and technologies Fred Khoshsegal, Delivery Manager
Challenge: Predict, avoid and rapidly into a language that people understand. Card Payments said “Your first
repair system outages for more than Staff can look at the screen and know consideration must be your migration
6,000 UC endpoints across Europe and which data requires attention. They can strategy and then you choose the tools
the US. drill right down to the nuts and bolts of that fit. Many organisations migrate for
the calls’ network path and identify the technical reasons like needing upgrades
Solution: Prognosis end-to-end proactive causes behind the issues. Foulger adds
performance management and reporting to POS or ATMs but we looked at it the
“I drill down if I think anything needs to other way and migrated from a
for Unified Communications be looked at further. It’s a quick and easy functional perspective.
Benefits: Accurate troubleshooting and way for me to assess what’s going on.
predictive analytics to avoid future “Some transaction types will go through
outages. the new system, others will remain on the
Rabobank
old system. We use Prognosis to make
Prudential Global Data Services (PGDS) is sure the new system is performing at least
the IT management arm of the Prudential Industry: Banking
as well as, if not better than the old.
Group of Companies and manages over Profile: The Netherlands-based
six thousand UC end points. Spread Rabobank is among the world's 30 “The team from IR helped us to look at
across the US and Europe, staff found largest financial institutions (based on the entire picture, and had great product
that troubleshooting quality issues was Tier 1 Capital) and is one of Europe’s knowledge. Many of the alerts we rely
time-consuming and labor intensive. most recognised financial institutions. on are out of the box and the consulting
Operating in over 40 countries, team customised them to fit our needs.
They needed deeper insight to resolve it services the financial needs of They set it up the way that we like it. As
quality issues. approximately ten million clients soon as it was connected we saw the
worldwide through a network of more activity in the dashboard and from there
Telecommunications Team Manager,
than 1,600 offices and branches. we could fine tune it so that we only
Gary Foulger says: “We looked at various
tools but nothing gave us the deep Challenge: Migration and coexistence of saw the alerts we wanted. They made it
information Prognosis does. It’s key for us payments processing systems. specific for us.
to be able to look beyond the call itself so Solution: Prognosis to monitor “Prognosis works out of the box which
I know without doubt whether the issue is performance of old and new systems in a delivers great value to us."
inside or outside our network.” unified dashboard.
Gaining this insight was like turning the Benefits: Ensure no customers are
lights on. What could previously take negatively impacted by the migration.

Integrated Research and its controlled entities Annual Report 2015 15


16
Directors'
Report
Contents
18 Review of operations
22 Outlook and strategy for 2016
24 Board of Directors
26 Senior management
28 Directors' interests
29 Share options and performance rights
31 Remuneration report (audited)
33 Service agreements

Integrated Research and its controlled entities Annual Report 2015 17


Directors' Report

Directors’
Report
Annual after tax profit ↑ 68%
Review of The Company generates its revenue
from licence fees, recurring maintenance

operations and and consulting services. Revenue from

$14.3M
the sale of licences where there is no

activities post-delivery obligations is recognised in


profit at the date of the delivery of the
licence key. Revenue from maintenance
Principal activities contracts is recognised rateably over the
Integrated Research Limited’s principal service agreement, which is typically one
activities are the design, development, year. Revenue from consulting services is
Annual revenue ↑ 32% implementation and sale of systems and recognised over the period the services
applications management computer are delivered.

$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 following table presents Company


revenues for each of the relevant 2015 2014 % Change
geographic segments in underlying Americas (USD’000) 43,621 34,759 25%
natural currencies:
Europe (£’000) 5,338 4,415 21%
Asia Pacific (A$’000) 8,866 8,100 9%

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.

Integrated Research and its controlled entities Annual Report 2015 19


Directors' Report

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:

In thousands of AUD 2015 2014


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 expenses 52,812 42,610

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.

Net research and development expenses are represented as follows:

In thousands of AUD 2015 2014


Gross research and development spending 13,215 12,294
Capitalisation of development expenses (9,037) (7,967)
Amortisation of capitalised expenses 8,253 6,740
Net research and development expenses 12,431 11,067

20
Shareholder In thousands of AUD 2015 2014 2013

returns Net profit ($’000)


Basic EPS
$14,251
8.41¢
$8,489
5.03¢
$9,078
5.40¢
Returns to shareholders remain strong
Dividends per share 7.5¢ 5.0¢ 5.0¢
through the payment of partly franked
dividends: Dividend franking percentage 35% 33% 36%
Return on equity 39% 28% 30%

Financial In thousands of AUD 2015 2014

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

Equity 36,132 30,747

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.

Trade and other receivables increased by


67% over the preceding year due to three
factors. Firstly, a strong increase in sales
toward the end of the year; secondly
a weaker Australian dollar resulting in
higher translated US dollar debtors; and
thirdly an increase in deferred payment

Integrated Research and its controlled entities Annual Report 2015 21


Directors' Report

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

Integrated Research and its controlled entities Annual Report 2015 23


Directors' Report

Directors
The Directors of the Company at any
time during or since the end of the
financial year are shown below:

Steve Killelea Darc Dencker- Alan Baxter Peter Lloyd


AM Rasmussen BSC, DIP ED MAICD
Non-Executive Director Independent Non-Executive Director
MAICD
and Chairman Non-Executive Director
Managing Director and
Chief Executive Officer

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.

Garry Dinnie Nick Abrahams Paul Brandling Company Secretary

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.

Alex Baburin joined Integrated Research in November 2006 and


Alex Baburin is responsible for the Company’s software development and
global support activities. Alex has over 25 years' experience in
B.APP. SC the development, creation and management of high-technology
Chief Operations Officer hardware and software products for Honeywell and Siemens.
Before joining Integrated Research he was responsible for general
management of the Siemens Access Control product line globally
and for much of that time was based in Germany.

Jason joined Integrated Research in October 2014 and is


Jason Barker responsible for all business operations across the Asia Pacific,
Middle East & Africa regions. Jason joins with 20 years' experience
BA (HONS) in technology, media & telecommunications most recently as
Senior Vice President, Vice President Sales, Asia Pacific at Acision where, based out of
Asia Pacific, Middle East Singapore, he was responsible for leadership of the sales team
& Africa across the region . Prior to this Jason spent 5 years in Australia
leading Asia Pacific teams with Subex and Surfkitchen and before
this held several European focussed roles, based out of the UK.

Andre Cuenin Andre joined Integrated Research in October 2008 and is


responsible for all business operations in both the Americas
and Europe region. Andre has over 25 years experience in IT
BSC, MBA sales, including VP of Field Operations at Stratavia, where he
President Americas & VP was responsible for sales and professional services marketing
European Field Operations worldwide. Prior to this he spent 15 years with CA (previously known
as Computer Associates) in several senior management positions
including VP of Worldwide Sales Operations.

Melanie is responsible for the Human Resources function at


Melanie Newman Integrated Research which includes responsibility for aligning
strategic HR initiatives with the business strategy to support a high
GDIP HR performance culture. Melanie has over 15 years HR management
General Manager, experience mostly within global organisations in the information
Human Resources technology industry.

Kevin joined Integrated Research in October 2013 and as


Kevin Ryder Chief Marketing Officer is responsible for product marketing,
strategic alliances, partner programs and marketing
M.MGT, MBA communications. Kevin has over 25 years sales and marketing
Chief Marketing Officer experience in the ICT industry, including leadership roles in
Europe, North America, Asia and Australia. Most recently
he was the Enterprise Marketing Director at Microsoft and
prior to that, GM of Marketing at KAZ Group (now owned by
Fujitsu). Kevin was also GM for Eicon Technology and in that
role was responsible for establishing the Asia Pacific regional
office in Sydney and successfully growing the business.
26
The directors present their report together with the Financial Statements of Integrated Research Limited (“the consolidated entity”),
being the Company and its controlled entities, for the year ended 30 June 2015 and the Auditor’s Report thereon.

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

Events subsequent No other transaction or event of a


material or unusual nature has arisen Directors
to reporting date in the interval between the end of the
financial year and the date of this and Company
For dividends declared after 30 June
2015 see Note 19 in the financial
report which is likely, in the opinion of
the directors of the Company, to affect Secretary
significantly the operations of the
statements. The financial effect of consolidated entity, the results of Details of current directors’ qualifications,
dividends declared and paid after those operations, or the state of affairs experience, age and special responsibilities
30 June 2015 has not been brought of the consolidated entity, in future are set out on pages 24 to 25. Details
to account in the financial statements financial years. of the company secretary and his
for the year ended 30 June 2015 and qualifications are set out on page 25.
will be recognised in subsequent
financial statements.
On 1 July 2015, the Company completed
Future
the acquisition of the US based IQ
Services business. The acquisition
developments
provides the Company with a number Likely developments in the operations
of strategically significant growth of the consolidated entity in future
opportunities in its existing markets and financial years and the expected results
into new allied markets. The business of those operations are referred to
combination is anticipated to provide generally in the Review of Operations
the world’s most complete view of cloud, and Activities Report.
hybrid and traditional on premises
Further information on likely
operations for unified communications
developments including expected results
and contact centre solutions.
would in the Directors’ opinion, result in
The initial purchase price for the unreasonable prejudice to the Company
business was US$1.5 million subject to and has therefore not been included in
working capital adjustments. There will this Report.
also be additional performance based
earn-out payments over the next three
financial years contingent upon meeting
certain earnings before interest tax
and depreciation (EBITDA) milestones.
The maximum consideration for the
acquisition is US$5.0 million based on
attaining the successful milestones.

Integrated Research and its controlled entities Annual Report 2015 27


Directors' Report

Officers who were previously partners of the audit firm


No officers of the Company were partners of the current audit firm during the financial year.

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:

Ordinary shares in Integrated Research Options Performance rights

Directly held Beneficially held Total Number of options Number of rights


Alan Baxter – 197,000 197,000 – –
Darc Rasmussen – 38,700 38,700 – 600,000
Garry Dinnie – – – – –
Steve Killelea 94,497,339 337,612 94,834,951 – –
Nick Abrahams – – – – –
Paul Brandling – – – – –
Peter Lloyd – – – – –

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.

Unissued shares under performance rights


Unissued ordinary shares of Integrated Research Limited under performance rights at the date of this report are as follows:

Performance rights

Expiry date Exercise price Number of shares


Sept 2015 Nil 160,000
Oct 2016 Nil 165,000
Oct 2016 Nil 600,000
Sep 2017 Nil 495,000
Sep 2017 Nil 85,000
Oct 2017 Nil 840,000
Dec 2018 Nil 60,000
Total performance rights 2,405,000

Performance rights do not entitle the holder to participate in any share issue of the Company or any other body corporate.

Integrated Research and its controlled entities Annual Report 2015 29


Directors' Report

Indemnification Remuneration • The non-audit services provided do


not undermine the general principles

and insurance report relating to auditor independence as


set out in Professional Statement F1

of officers and The Company’s Remuneration Report,


which forms part of this Directors’ Report,
Professional independence, as they
did not involve reviewing or auditing

auditors is on pages 31 to 39.


the auditor’s own work, acting in a
management or decision making
capacity for the Company, acting as
Indemnification
Corporate
an advocate for the Company or jointly
The Company has agreed to indemnify sharing risks and rewards.
the Directors of the Company on a
full indemnity basis to the full extent
permitted by law, for all losses or liabilities
governance A copy of the auditors’ independence
declaration as required under
incurred by the director as an officer of A statement describing the Company’s Section 307C of the Corporations Act
the Company including, but not limited to, main corporate governance practices in is on page 84 and forms part of the
liability for negligence or for reasonable place throughout the financial year is on Directors’ Report.
costs and expenses incurred, except pages 41 to 47.
where the liability arises out of conduct
involving a lack of good faith. Rounding of
Insurance Non-audit amounts to
During the financial year Integrated
Research Limited paid a premium to
services nearest thousand
insure the Directors and Executive During the year Ernst and Young, the
Officers of the consolidated entity and
related bodies corporate.
Company’s auditor, has performed
certain other services in addition to their
dollars
statutory duties. The Company is of a kind referred to
The liabilities insured include costs in ASIC Class Order 98/100 dated 10
and expenses that may be incurred in The board has considered the non- July 1998 and in accordance with that
defending civil or criminal proceedings audit services provided during the year Class order, amounts in the Financial
that may be brought against officers by the auditor and in accordance with Statements and the Directors’ Report
in their capacity as officers of the written advice provided by resolution have been rounded off to the nearest
consolidated entity. of the Audit & Risk Committee, is thousand dollars, unless otherwise stated.
satisfied that the provision of those
non-audit services during the year by the This report is made in accordance with a
auditor is compatible with, and did not resolution of the Directors.
compromise, the auditor independence
requirements of the Corporations Act
2001 for the following reasons:
• All non-audit services were subject to
the corporate governance procedures
adopted by the Company and have
been reviewed by the Audit & Risk
Committee to ensure they do not
impact the integrity and objectivity
of the auditor, and

Steve Killelea Darc Rasmussen


Chairman Chief Executive Officer
North Sydney, 25 August 2015 North Sydney, 25 August 2015

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

policies remuneration (which is calculated


on a total cost basis and includes
Committee assesses the actual
performance of the CEO against
any FBT charges related to employee the KPIs set at the beginning of the
Remuneration levels for key management financial year. A percentage of the
personnel and secretaries of the benefits including motor vehicles),
as well as employer contributions to predetermined maximum amounts
Company, and relevant key management for each KPI is awarded depending on
personnel of the consolidated entity are superannuation funds.
results. The committee recommends the
competitively set to attract and retain cash incentive to be paid to the CEO for
Remuneration levels are reviewed
appropriately qualified and experienced approval by the board.
annually through a process that
directors and senior executives.
considers individual, segment and overall
The Nomination and Remuneration Long-term incentive
performance of the consolidated entity.
Committee obtains independent Prior to the 2012 financial year, options
In addition, external remuneration surveys
advice on the appropriateness of were issued to executive directors
provide periodic analysis to ensure
remuneration packages given trends in and other senior executives under
the directors’ and senior executives’
comparative companies both locally and the Employee Share Option Plan.
remuneration is competitive in the market
internationally and the objectives of the In November 2011, the Company
place. A senior executive’s remuneration
Company’s remuneration strategy. established a new plan titled Integrated
is also reviewed on promotion.
Key management personnel (including Research Performance Rights and
Performance-linked remuneration Options Plan ("IRPROP"). Performance
directors) have authority and
responsibility for planning, directing and Performance linked remuneration rights are issued to executive directors
controlling the activities of the Company includes both short-term and long-term and other senior executives under the
and the consolidated entity. incentives and is designed to reward IRPROP. The ability of executive directors
executive directors and senior executives to exercise either options or performance
The remuneration structures explained for exceeding their financial and personal rights is conditional on the consolidated
below are designed to attract suitably objectives. The short-term incentive (STI) entity achieving certain profit after
qualified candidates, reward the is an “at risk” bonus provided in the form tax (PAT) performance hurdles over
achievement of strategic objectives, of cash, while the long-term incentive the vesting period. PAT was considered
and achieve the broader outcome of (LTI) is provided as either options or the most appropriate performance
creation of value for shareholders. performance rights over ordinary shares hurdle given its intrinsic link to creating
The remuneration structure takes of Integrated Research Limited under the shareholder wealth.
into account: rules of the share plans.
• The capability and experience of the Short-term incentive bonus
directors and senior executives The Nomination and Remuneration
• The directors and senior executives Committee is responsible for setting the
ability to control the relevant segment’s key performance indicators (KPIs) for the
performance Chief Executive Officer, and for approving
the KPIs for the senior executives who
• The consolidated entity’s performance report to him. The KPIs generally include
including: measures relating to the consolidated
entity, the relevant segment, and the
– The consolidated entity’s earnings individual, and include financial, people,
customer, strategy and risk measures.
– The growth in share price and returns
The measures are chosen as they directly
on shareholder wealth
align the individual’s reward to the KPIs of
Remuneration packages include a the consolidated entity and to its strategy
mix of fixed and variable remuneration and performance.
and short and long-term performance
The financial performance objectives
based incentives.
vary with position and responsibility and
are aligned with each respective year’s
budget. The non-financial objectives
vary with position and responsibility and
include measures such as achieving
strategic outcomes and
staff development.

Integrated Research and its controlled entities Annual Report 2015 31


Remuneration report

Consequences of performance on shareholder wealth


In considering the consolidated entity’s performance and benefits for shareholder wealth, the Nomination and Remuneration
Committee has regard to the following indices in respect of the current financial year and the previous four financial years:

2015 2014 2013 2012 2011


New licences ($’000) 41,031 28,048 26,632 28,861 25,005
Net profit ($’000) 14,251 8,489 9,078 9,035 7,465
Dividends paid ($’000) 10,162 9,278 8,413 7,512 4,171
Closing share price $1.690 $0.995 $1.035 $0.665 $0.275
Change in share price $0.695 ($0.04) $0.37 $0.39 ($0.125)

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.

Key management Directors:

personnel Full Year Steve Killelea


Alan Baxter
Chairman

The following were key management


personnel of the consolidated entity Peter Lloyd
at any time during the reporting Garry Dinnie
period and unless otherwise indicated
Darc Rasmussen Chief Executive Officer
were key management personnel for
the entire period.
Part Year Kate Costello (retired September 2014)
Clyde McConaghy (retired November 2014)
Nick Abrahams (appointed September 2014)

Other key management personnel:


Full Year Peter Adams Chief Financial Officer
Alex Baburin Chief Operating Officer
Andre Cuenin President Americas & VP European Field Operations
Kevin Ryder Chief Marketing Officer
David Purdue Company Secretary & Global Commercial Manager

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.

Integrated Research and its controlled entities Annual Report 2015 33


Remuneration report

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%

Executive officers (excluding directors)


Peter Adams 281,519 62,863 4,532 18,783 8,156 27,109 – 402,962 16% 7%
Alex Baburin 272,965 42,728 – 27,408 7,610 27,109 – 377,820 11% 7%
Jason Barker
233,182 129,973 – 15,818 – 17,826 – 396,799 33% 4%
(appointed Oct 2014)
Andre Cuenin 292,143 370,449 13,886 8,764 – 54,828 – 740,070 50% 7%
David Purdue 201,685 – 4,532 18,783 4,991 15,081 – 245,072 – 6%
Kevin Ryder 225,473 34,478 – 24,343 6,306 13,463 – 304,063 11% 4%
Jonathan Stern 5,408 – – – – – – 5,408 – –
(resigned Jul 2014)
Total compensation:
key management
2,418,721 802,491 27,482 171,284 42,264 436,035 – 3,898,277
(consolidated, incl.
directors)

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)

Executive officers (excluding directors)


Peter Adams 271,510 36,938 4,532 17,775 7,336 467 – 338,558 11% 0%
Alex Baburin 266,416 34,683 – 24,644 7,225 3,894 – 336,862 10% 1%
Andre Cuenin 259,615 244,293 1,615 7,788 – 14,310 – 527,621 46% 3%
Andrew Levido
106,557 – 378 5,599 – (4,257) – 108,277 0% (4)%
(resigned Jul 2013)
David Purdue 202,693 – 4,532 17,775 4,991 6,105 – 236,096 0% 3%
Kevin Ryder
154,277 22,016 – 14,271 4,227 – – 194,791 11% 0%
(appointed Oct 2013)
Jonathan Stern 232,233 110,993 4,532 17,775 – – – 365,533 30% 0%
(resigned Jul 2014)
Total compensation:
key management
2,523,284 541,293 20,876 169,334 34,115 326,346 – 3,615,248
(consolidated, incl.
directors)

* The 2014 Remuneration Report has been amended to include long service leave.

Integrated Research and its controlled entities Annual Report 2015 35


Remuneration report

Analysis Short term incentive bonuses

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.

Analysis of rights over equity instruments granted as compensation

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

A) The percentage forfeited in the year B) T


 he minimum value of performance C) The maximum values presented
represents the reduction from the rights yet to vest is $nil as the above are based on the values
maximum number of options available executives may not achieve the calculated using the Binomial option
to vest due to the performance required performance hurdles or pricing model as applied in estimating
hurdles not being achieved or due to may terminate their employment the value of performance rights for
the resignation of the executive. prior to vesting. employee benefit expense purposes.

Other transactions with key management personnel


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.

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).

Integrated Research and its controlled entities Annual Report 2015 37


Remuneration report

Key management Consolidated

personnel In AUD 2015 2014

compensation Short-term benefits


Post-employment benefits
3,248,694
171,284
3,085,453
169,334
The key management personnel
compensation are as follows: Long term benefit 42,264 34,115
Equity compensation benefits 436,035 326,346
3,898,277 3,615,248

Performance rights over equity instruments


granted as compensation
The movement during the reporting year in the number of performance rights over ordinary shares in Integrated Research Limited
held, directly, indirectly or beneficially, by each key management person, including their related parties, is as follows:

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

*Other changes represent net movement from ceasing to hold office.

Shareholdings at the date of the Directors’ Report for existing Key Management Personnel remain unchanged.

Other transactions with the consolidated entity


There were no other transactions between the key management personnel, or their personally-related entities, and the
consolidated entity.

Integrated Research and its controlled entities Annual Report 2015 39


40
Corporate
Governance
Contents
42 Board of Directors and its Committees
46 Risk management
46 Ethical standards
47 Communication with shareholders

Integrated Research and its controlled entities Annual Report 2015 41


Corporate Governance

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.

Integrated Research and its controlled entities Annual Report 2015 43


Corporate Governance

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.

Integrated Research and its controlled entities Annual Report 2015 45


Corporate Governance

Risk management Internal audit


The Company does not have an
• Ensuring reports and other information
are accurate and timely.
Under the Audit and Risk Charter, the internal audit function but utilises its • Proper use of company resources,
Audit and Risk Committee reviews financial resources as needed to assist avoidance of conflicts of interest
the status of business risks to the the board in ensuring compliance with and use of confidential or
consolidated entity through integrated internal controls. proprietary information.
risk management programs ensuring risks
Material exposure to economic, Equal Employment Opportunity
are identified, assessed and appropriately
environmental and social
managed and communicated to the The Company has a policy on Equal
sustainability risks
board. Major business risks arise from Employment Opportunity with the
such matters as actions by competitors, By the nature of the industry that provision that commits to a workplace
government policy changes and the the Company participates in, that is free of discrimination of all types.
impact of exchange rate movements. exposures to economic, environmental It is Company policy to hire, develop and
and social sustainability risks are not promote individuals solely on the basis
Comprehensive policies and procedures considered material. of merit and their ability to perform
are established such that: without prejudice to race, colour, creed,
national origin, religion, gender, age,
• Capital expenditure above a certain
size requires board approval. Ethical standards disability, sexual orientation, marital
status, membership or non membership
• Financial exposures are controlled, All directors, managers and employees of a trade union, status of employment
including the use of forward are expected to act with the utmost (whether full or part-time) or any other
exchange contracts. integrity and objectivity, striving at factors prohibited by law. The board is
all times to enhance the reputation satisfied that the Equal Employment
• Risks are identified and managed, and performance of the consolidated Opportunity policy is sufficient without
including internal audit, privacy, entity. Every employee has a nominated the need to further establish a separate
insurances, business continuity supervisor to whom they may refer any policy on gender diversity as required by
and compliance. issues arising from their employment. the ASX Corporate Governance Council
recommendation.
• Business transactions are properly Conflict of interest
authorised and executed. Each Director must keep the board Trading in company securities by
The Chief Executive Officer and the advised, on an ongoing basis, of any directors and employees
Chief Financial Officer have declared, interest that could potentially conflict Directors and employees may acquire
in writing to the board that the with those of the Company. Where the shares in the company, but are prohibited
Company’s financial reports are founded board considers that a significant conflict from dealing in company shares whilst in
on a sound system of risk management exists the director concerned does not possession of price sensitive information,
and internal compliance and control receive the relevant board papers and is and except in the periods:
which implements the policies adopted not present at the meeting whilst the item
is considered. The board has developed • From 24 hours to 42 days after the
by the board.
procedures to assist Directors to disclose release of the company’s half-yearly
Internal control framework potential conflicts of interest. Details of results announcement.
The board is responsible for the director related entity transactions with
the consolidated entity are set out in • From 24 hours to 56 days after release
overall internal control framework, but of the company’s annual results
recognises that no cost effective internal Remuneration report page 31 to 39.
announcement.
control system will preclude all errors and Code of conduct
irregularities. The board has instigated Directors must obtain the approval of
the following internal control framework: The consolidated entity has advised the Chairman of the board and notify
each director, manager and employee the Company Secretary before they buy
• Financial reporting – Monthly that they must comply with the code or sell shares in the company, subject to
actual results are reported against of conduct. The code aligns behaviour board veto. The company advises the
budgets approved by the Directors of the board and management with ASX of any transactions conducted by
and revised forecasts for the the code of conduct by maintaining directors in shares in the company.
year are prepared monthly. appropriate core values and objectives.
It may be reviewed on the company’s Participants in the Company’s
• Continuous disclosure – Identify website and includes: Performance Rights program are
matters that may have a material specifically prohibited to hedge
effect on the price of the Company’s • Responsibility to the community and the exposure to the Integrated Research
securities, notify them to the ASX and fellow employees to act with honesty share price during the vesting period
post them to the Company’s website. and integrity, and without prejudice. in respect of the unvested
• Quality and integrity of personnel – • Compliance with laws and regulations performance rights.
Formal appraisals are conducted at in all areas where the company
least annually for all employees. operates, including employment
opportunity, occupational health
• Investment appraisals – Guidelines for and safety, trade practices, fair dealing,
capital expenditure include annual privacy, drugs and alcohol, and the
budgets, detailed appraisal and review environment.
procedures and levels of authority.
• Dealing honestly with customers,
suppliers and consultants.

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.

Integrated Research and its controlled entities Annual Report 2015 47


Financial Statements

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

Integrated Research and its controlled entities Annual Report 2015 49


Financial Statements

Consolidated statement
of comprehensive income
For the year ended 30 June 2015

Consolidated

In thousands of AUD Notes 2015 2014

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)

Other gains and losses


Currency exchange gains/(losses) 1,502 (364)

Profit before finance income and tax 18,969 10,269


Finance income 3 297 384
Profit before tax 19,266 10,653
Income tax expense 6 (5,015) (2,164)
Profit for the year 14,251 8,489

Other comprehensive income


Items that may be reclassified subsequently to profit:
Gain/(loss) on cash flow hedge taken to equity (317) 897
Foreign exchange translation differences 915 14
Other comprehensive income 598 911

Total comprehensive income for the year 14,849 9,400

Profit attributable to:


Members of Integrated Research 14,251 8,489

Total comprehensive income attributable to:


Members of Integrated Research 14,849 9,400

Earnings per share attributable to members of IR:


Basic earnings per share (AUD cents) 7 8.41 5.03
Diluted earnings per share (AUD cents) 7 8.34 5.00

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

In thousands of AUD Notes 2015 2014

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

Total assets 76,258 57,983

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

Total liabilities 40,126 27,236

Net assets 36,132 30,747

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.

Integrated Research and its controlled entities Annual Report 2015 51


Financial Statements

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

Balance at 1 July 2014 1,667 120 (1,354) 873 29,441 30,747


Profit for the year – – – – 14,251 14,251
Other comprehensive income for the year
– (317) 915 – – 598
(net of tax)
Total comprehensive income for the year – (317) 915 – 14,251 14,849
Share based payments expense – – – 698 – 698
Shares issued – – – – – –
Dividends to shareholders – – – – (10,162) (10,162)
Balance at 30 June 2015 1,667 (197) (439) 1,571 33,530 36,132

Employee
Consolidated Share Hedging Translation benefit Retained
In thousands of AUD capital reserve reserve reserve earnings Total

Balance at 1 July 2013 1,501 (777) (1,368) 424 30,230 30,010


Profit for the year – – – – 8,489 8,489
Other comprehensive income for the year
– 897 14 – – 911
(net of tax)
Total comprehensive income for the year – 897 14 – 8,480 9,400
Share based payments expense – – – 449 – 449
Shares issued 166 – – – – 166
Dividends to shareholders – – – – (9,278) (9,278)
Balance at 30 June 2014 1,667 120 (1,354) 873 29,441 30,747

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

In thousands of AUD Notes 2015 2014

Cash flows from operating activities


Cash receipts from customers 62,012 54,080
Cash paid to suppliers and employees (38,855) (35,627)
Cash generated from operations 23,157 18,453
Income taxes paid (1,738) (2,434)
Net cash provided by operating activities 23 21,419 16,019

Cash flows from investing activities


Payments for capitalised development (9,037) (7,967)
Payments for property, plant and equipment (1,004) (609)
Payments for intangible asset (126) (173)
Interest received 297 384
Net cash used in investing activities (9,870) (8,365)

Cash flows from financing activities


Proceeds from issuing of shares – 166
Payment of dividend 19 (10,162) (9,278)
Net cash used in financing activities (10,162) (9,112)
Net (decrease)/increase in cash and cash equivalents 1,387 (1,458)
Cash and cash equivalents at 1 July 13,300 14,827
Effects of exchange rate changes on cash 636 (69)
Cash and cash equivalents at 30 June 8 15,323 13,300

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.

Integrated Research and its controlled entities Annual Report 2015 53


Financial Statements

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

Initial application of the following AASB 15 ‘Revenue from Contracts


1 January 2017* 30 June 2017
Standards is not expected to with Customers’
materially affect any of the
AASB 2014-4 ‘Clarification of
amounts recognised in the financial
Acceptable Methods of Depreciation
statements, but may change 1 January 2016 30 June 2016
and Amortisation (Amendments to
the disclosures presently made
AASB 116 and AASB 138)’
in relation to the consolidated
entity’s financial statements: AASB 2015-1 ‘Amendments to
Australian Accounting Standards – 1 January 2016 30 June 2016
Annual Improvements 2012-2014 Cycle’
AASB 2015-3 ‘Amendments to
Australian Accounting Standards arising
1 July 2015 30 June 2016
from the Withdrawal of AASB1031
Materiality’

* 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.

Integrated Research and its controlled entities Annual Report 2015 55


Financial Statements

Profit or loss and each component of On consolidation, the assets and


Note 1: other comprehensive income (OCI) liabilities of foreign operations,
Significant accounting policies (cont.) are attributed to the equity holders including goodwill and fair value
of the parent of the Company and adjustments arising on consolidation
to the non-controlling interests, even are translated to Australian dollars
The accounting policies set out below if this results in the non-controlling at foreign exchange rates ruling at
have been applied consistently to all interests having a deficit balance. the year end date. The revenues
periods presented in the consolidated When necessary, adjustments are and expenses of foreign operations,
financial statements. made to the financial statements of are translated to Australian dollars
subsidiaries to bring their accounting at rates approximating the foreign
c. Basis of consolidation policies into line with the Company’s exchange rates ruling at the
Subsidiaries are entities controlled accounting policies. All intra-group dates of the transactions. Foreign
by the Company. Control is achieved assets and liabilities, equity, income, exchange differences arising
when the Company is exposed, or expenses and cash flows relating to on retranslation are recognised
has rights, to variable returns from transactions between members of directly in other comprehensive
its involvement with the investee and the Company are eliminated in full income and accumulated in
has the ability to affect those returns on consolidation. the translation reserve.
through its power over the investee.
Specifically, the Company controls an A change in the ownership interest e. Derivative financial instruments
investee if and only if the Company of a subsidiary, without a loss of The consolidated entity uses derivative
has: Power over the investee (i.e. control, is accounted for as an financial instruments to hedge its
existing rights that give it the current equity transaction. If the Company exposure to foreign exchange risks
ability to direct the relevant activities loses control over a subsidiary, arising from operational activities. In
of the investee). Exposure, or rights, to it: de-recognises the assets accordance with its treasury policy, the
variable returns from its involvement (including goodwill) and liabilities consolidated entity does not hold or
with the investee, and the ability to of the subsidiary; de-recognises issue derivative financial instruments
use its power over the investee to the carrying amount of any non- for trading purposes.
affect its returns. controlling interests; de-recognises
the cumulative translation differences Derivative financial instruments
When the Company has less than recorded in equity; recognises are recognised initially at fair value.
a majority of the voting or similar the fair value of the consideration Subsequent to initial recognition,
rights of an investee, the Company received; recognises the fair value of derivative financial instruments are
considers all relevant facts and any investment retained; recognises stated at fair value. The gain or loss
circumstances in assessing whether any surplus or deficit in profit or loss; on remeasurement to fair value is
it has power over an investee reclassifies the parent’s share of recognised immediately in profit or
including: The contractual components previously recognised loss. However, where derivatives qualify
arrangement with the other vote in OCI to profit or loss or retained for hedge accounting, recognition of
holders of the investee; rights arising earnings, as appropriate, as would any resultant gain or loss depends on
from other contractual arrangements be required if the Company had the nature of the item being hedged.
and the Company’s voting rights and directly disposed of the related
potential voting rights. assets or liabilities. The fair value of forward exchange
contracts is their quoted market
The Company re-assesses whether or d. Foreign currency price at the year end date, being
not it controls an investee if facts and the present value of the quoted
In preparing the financial statements
circumstances indicate that there are forward price.
of the individual entities transactions
changes to one or more of the three
in foreign currencies are translated f. Hedging
elements of control.
at the foreign exchange rate ruling
at the date of the transaction. On entering into a hedging
Consolidation of a subsidiary begins relationship, the consolidated entity
when the Company obtains control Monetary assets and liabilities
denominated in foreign currencies normally designates and documents
over the subsidiary and ceases the hedge relationship and risk
when the Company loses control at the year end date are translated
to Australian dollars at the foreign management objective and strategy
of the subsidiary. Assets, liabilities, for undertaking the hedge. The
income and expenses of a subsidiary exchange rate ruling at that date.
Foreign exchange differences arising documentation includes identification
acquired or disposed of during the of the hedging instrument, the
year are included in the statement of on translation are recognised in profit
or loss. Non-monetary assets and hedged item or transaction, the
comprehensive income from the date nature of the risk being hedged
the Company gains control until the liabilities that are measured in terms
of historical cost in a foreign currency and how the entity will assess the
date the Company ceases to control hedging instrument’s effectiveness
the subsidiary. are translated using the exchange
rate at the date of the transaction. in offsetting the exposure to changes
Non-monetary assets and liabilities in the item’s fair value or cash flows
denominated in foreign currencies attributable to the hedged risk. Such
that are stated at fair value are hedges are expected to be highly
translated to Australian dollars at effective in offsetting changes in
foreign exchange rates ruling at the fair value or cash flows and are
dates the fair value was determined. assessed on an ongoing basis to
determine that they actually have
been highly effective throughout
the financial reporting periods
for which they are designated.

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.

Integrated Research and its controlled entities Annual Report 2015 57


Financial Statements

based on remuneration wage and contracts are typically priced based


Note 1: salary rates that the consolidated on a percentage of licence fees
Significant accounting policies (cont.) entity expects to pay as at the year and have a one year term. Services
end date. provided to customers under
maintenance contracts include
l. Employee benefits m. Provisions technical support and supply of
i. Superannuation A provision is recognised in the software updates.
Obligations for contributions to statement of financial position when
the consolidated entity has a present Revenue from multiple element
defined contribution pension plans software arrangements, where the
are recognised as an expense in legal or constructive obligation as
a result of a past event, and it is fair value of an undelivered element
profit or loss as incurred. There are no cannot be reliably measured are
defined benefit plans in operation. probable that an outflow of economic
benefits will be required to settle the recognised over the period the
ii. Long-term service benefits obligation. Provisions are determined undelivered services are provided.
The consolidated entity’s net by discounting the expected future Revenue from consulting services
obligation in respect of long-term cash flows at a pre-tax rate that is recognised over the period the
service benefits, other than pension reflects current market assessments services are provided.
plans, is the amount of future benefit of the time value of money and,
that employees have earned in where appropriate, the risks specific No revenue is recognised if there are
return for their service in the current to the liability. significant uncertainties regarding
and prior periods. The obligation is the recovery of the consideration due,
i. Employee benefits the costs incurred or to be incurred
calculated using expected future
increases in wage and salary rates Provisions for employee benefits cannot be measured reliably, there
including related on-costs and include liabilities for annual leave and is a risk of return of goods or there is
expected settlement dates, and is long service leave and are measured continuing management involvement
discounted using the rates attached at the amounts expected to be paid with the goods.
to the Corporate bond rate at the when the liabilities are settled.
year end date which have maturity p. Expenses
ii. Make good i. Operating lease payments
dates approximating to the terms of
the consolidated entity’s obligations. The make good provision is for leases Payments made under operating
undertaken by the Company. For each leases are recognised in profit or loss
iii. Share-based payment transactions provision raised a corresponding asset on a straight-line basis over the term
The share option and performance has been recognised and is amortised of the lease. Lease incentives received
rights programmes allow the over the shorter of the term of the are recognised in profit or loss as an
consolidated entity’s employees to lease or the useful life of the asset. integral part of the total lease expense
acquire shares of the Company. The n. Trade and other payables and spread over the lease term.
fair value of options and performance
rights granted are recognised Trade and other payables are stated ii. Financing income
as an employee expense with a at their amortised cost. Financing income comprises interest
corresponding increase in equity. o. Revenue receivable on funds invested.
The fair value is measured at grant
date and spread over the period The consolidated entity allocates q. Income tax
during which the employees become revenue to each element in software Income tax on the profit or loss for
unconditionally entitled to the options arrangements involving multiple the periods presented comprises
or the performance rights. The fair elements based on the relative fair current and deferred tax. Income tax
value of the instrument granted is value of each element. The typical is recognised in profit or loss except
measured using a binomial option elements in the multiple element to the extent that it relates to items
pricing model, taking into account the arrangement are licence and recognised directly in equity, in which
terms and conditions upon which the maintenance fees. The company’s case it is recognised in equity.
options were granted. The amount determination of fair value is generally
recognised as an expense is adjusted based on the price charged when the Current tax is the expected tax
to reflect the actual number of share same element is sold separately. payable on the taxable income for
options or performance rights that are the year, using tax rates enacted or
Revenue from the sale of licences, substantively enacted at the year
expected to vest. where the consolidated entity has no end date, and any adjustment to tax
iv. Wages, salaries, annual leave, and post delivery obligations to perform is payable in respect of previous years.
non-monetary benefits recognised in profit or loss at the date
of delivery of the licence key. Deferred tax is recognised on
Liabilities for employee benefits
for wages, salaries and annual temporary differences between
Revenue from maintenance contracts the carrying amounts of assets
leave represent present obligations is recognised rateably over the term
resulting from employees’ services and liabilities for financial reporting
of the service agreement, which purposes and the amounts used for
provided to the year end date, is typically one year. Maintenance
calculated at undiscounted amounts taxation purposes. The amount of

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.

Integrated Research and its controlled entities Annual Report 2015 59


Financial Statements

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

Capital additions2 704 91 112 215 17 2 297 474 – – 1,130 782


Depreciation
and amortisation 156 106 71 32 4 2 8,883 7,415 – – 9,114 7,555
expenditure
1 Corporate Australia includes both the research and development, hedging and corporate head office functions of the Integrated Research Limited.
2 Excludes internal development costs capitalised but includes third party assets acquired.

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

Employee benefits expense


Defined contribution plans 1,872 1,617
Equity settled share-based payments 728 453
Other employee benefits 36,504 29,798
39,104 31,868

Depreciation and amortisation 9,114 7,555


Bad and doubtful debt expense 764 288
Operating lease rental expenses 1,600 1,514

Note 5:
Consolidated
Auditors' remuneration
2015 and 2014 Ernst and Young In AUD 2015 2014

Remuneration for audit and review of the financial


reports of the Company or any entity in the
consolidated entity:

Audit and review of financial reports:


Auditors of the Company 142,509 135,000
Remuneration for other services by the auditors of the
Company or any entity in the consolidated entity 86,251 –

Taxation services:
Auditors of the Company 157,460 121,361

Integrated Research and its controlled entities Annual Report 2015 61


Financial Statements

Note 6: Consolidated
Income tax expense
Recognised in profit for the year In thousands of AUD Note 2015 2014

Current tax expense:


Current year 5,978 2,203
Prior year adjustments (98) (233)
5,880 1,970
Deferred tax expense:
Origination and reversal of
13 (865) 194
temporary differences
Total income tax expense in profit and loss 5,015 2,164

Consolidated

In thousands of AUD 2015 2014

Numerical reconciliation between Profit before tax 19,266 10,653


income tax expense and profit Income tax using the domestic corporate tax rate of 30% 5,780 3,196
before tax

Increase in income tax expense due to:


Non-deductible expenses 303 203
Effect of tax rates in foreign jurisdictions 121 202

Decrease in income tax expense due to:


R&D tax incentive (1,335) (1,199)
Other 244 (5)
Prior year adjustments (98) (233)
Income tax expense 5,015 2,164

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

In thousands of AUD 2015 2014


Profit for the year 14,251 8,489

Weighted average number of shares used


as the denominator Consolidated

Number 2015 2014

Number for basic earnings per share:


Ordinary shares 169,409,027 168,719,799
Effect of employee share plans on issue 1,509,776 1,175,218
Number for diluted earnings per share 170,918,803 169,895,017

Basic earnings per share (AUD cents) 8.41 5.03


Diluted earnings per share (AUD cents) 8.34 5.00

Note 8:
Cash and cash equivalents
Consolidated

In thousands of AUD 2015 2014


Cash at bank and on hand 15,323 13,300

Integrated Research and its controlled entities Annual Report 2015 63


Financial Statements

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

In thousands of AUD 2015 2014


Trade debtors 13,260 2,632

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.

Ageing of past due but not impaired Consolidated

In thousands of AUD 2015 2014


Past due 30 days 873 1,682
Past due 60 days 1,697 1,449
Past due 90 days 654 1,010
Total 3,224 4,141

The movement in the allowance for doubtful debts in respect of trade receivables is
detailed below:

Consolidated

In thousands of AUD 2015 2014


Balance at beginning of year 858 1,139
Amounts written off during the year (1,010) (569)
Increase in provision 1,004 288
Balance end of year 852 858

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

In thousands of AUD 2015 2014


Other prepayments 1,325 847
Fair value of hedge asset – forward foreign exchange
19 177
contracts
1,344 1,024

Note 11: Consolidated


Other financial assets
In thousands of AUD 2015 2014
Deposits 804 786

The carrying amount of other financial assets is a reasonable approximation of their


fair value.

Integrated Research and its controlled entities Annual Report 2015 65


Financial Statements

Note 12:
Consolidated
Property, plant and equipment
In thousands of AUD 2015 2014

Plant and Equipment


At cost 3,389 3,148
Accumulated depreciation (2,073) (2,215)
1,316 933

Leasehold Improvements
At cost 2,279 2,174
Accumulated depreciation (1,626) (1,427)
653 747

Total property, plant and equipment


At cost 5,668 5,322
Accumulated depreciation (3,699) (3,642)
Total written down amount 1,969 1,680

Plant and Equipment


Carrying amount at start of year 933 927
Additions 831 427
Disposals (10) –
Effects of foreign currency exchange 43 –
Depreciation expense (481) (421)
Carrying amount at end of year 1,316 933

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

Deferred tax assets and liabilities are attributable to the following:

Assets Liabilities Net


Consolidated
In thousands of AUD 2015 2014 2015 2014 2015 2014
Intangible assets – – 5,067 4,842 (5,067) (4,842)
Trade and other payables 273 252 – – 273 252
Employee benefits 1,117 965 – – 1,117 965
Provisions 428 416 – – 428 416
Other current liabilities 670 893 – – 670 893
Unrealised foreign exchange gain – – 487 – (487) –
Unrealised foreign exchange loss – 115 – – – 115
Deferred tax assets/(liabilities) 2,488 2,641 5,554 4,842 (3,066) (2,201)
Set off of deferred tax asset (1,146) (1,178) (1,146) (1,178) – –
Net deferred tax assets/(liabilities) 1,342 1,463 4,408 3,664 (3,066) (2,201)

Movement in temporary differences during the year: Consolidated

For year ended 30 June 2015 Balance Recognised Recognised Balance


In thousands of AUD 1 July 14 in income in equity 30 June 15
Property, plant and equipment – – – –
Intangible assets (4,842) (225) – (5,067)
Trade and other payables 252 21 – 273
Employee benefits 965 152 – 1,117
Provisions 416 12 – 428
Other current liabilities 893 (223) – 670
Unrealised foreign exchange gain – (487) – (487)
Unrealised foreign exchange loss 115 (115) – –
(2,201) (865) – (3,066)

Consolidated

For year ended 30 June 2014 Balance Recognised Recognised Balance


In thousands of AUD 1 July 13 in income in equity 30 June 14
Property, plant and equipment – – – –
Intangible assets (4,485) (357) – (4,842)
Trade and other payables 416 (164) – 252
Employee benefits 745 220 – 965
Provisions 533 (117) – 416
Other current liabilities 587 306 – 893
Unrealised foreign exchange gain (191) 191 – –
Unrealised foreign exchange loss – 115 – 115
(2,395) 194 – (2,201)

Integrated Research and its controlled entities Annual Report 2015 67


Financial Statements

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

The balance of capitalised intangible Consolidated


assets comprises:
Software Third party
In thousands of AUD development software Total

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

Balance at 1 July 2014 26,899 1,167 28,066


Fully amortised & offset (5,672) (250) (5,922)
Effects of foreign currency exchange – 14 14
Internally developed 9,037 – 9,037
Acquired – 126 126
Balance at 30 June 2015 30,264 1,057 31,321

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

Balance at 1 July 2014 10,855 954 11,809


Fully amortised & offset (5,672) (250) (5,922)
Effects of foreign currency exchange – 11 11
Internally developed 8,253 150 8,403
Balance at 30 June 2015 13,436 865 14,301

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

Note 16: Consolidated


Employee benefits
In thousands of AUD 2015 2014

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.

Share based payments


Performance Rights
On 21 November 2011, the consolidated entity established the Integrated Research
Performance Rights and Options Plan (IRPROP). The plan enables the Company to offer
performance rights to eligible employees to obtain shares in Integrated Research at no
cost contingent upon performance conditions being met. The performance conditions
include either a service period with performance components or a service period with
a net after tax profit hurdle. The performance rights are automatically exercised into
shares upon the performance conditions being met. The following performance rights
were granted during the period:

Grant Date Number of Rights Earliest Vesting Date Expiry date


Sep–14 790,000 Sep 2017 Oct 2017
Oct–14* 250,000 Oct 2015 Oct 2016
Nov–14 50,000 Sep 2017 Oct 2017
Nov–14 495,000 Aug 2017 Sep 2017
Nov–14 60,000 Nov 2018 Dec 2018

*This is the second tranche of the original plan granted on 14 November 2013 of 850,000 rights.

Integrated Research and its controlled entities Annual Report 2015 69


Financial Statements

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) – –

Share Options The terms and conditions of the


On 4 October 2000, the consolidated grants made and number outstanding
entity established a share option at 30 June 2015 are as follows:
programme that entitles employees • All options vest at the rate of 25% per
to purchase shares in the entity. In annum, starting on the first anniversary
accordance with this programme, options of the grant date
are exercisable at the market price of the
shares at the date of grant. • The contractual life of each option is
five years from the grant date
• Exercises are settled by physical
delivery of shares

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

Integrated Research and its controlled entities Annual Report 2015 71


Financial Statements

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 –

Note 19: Ordinary shares


Capital and reserves Share capital:
In thousands of shares 2015 2014
On issue 1 July 168,959 168,367
Issued against employee options exercised – 592
Issued against employee performance right exercised 712 –
On issue 30 June 169,671 168,959

Effective 1 July 1998, the Company Translation reserve


Law Reform Act abolished the concept The translation reserve comprises all
of par value shares and the concept foreign exchange differences arising
of authorised capital. Accordingly, the from the translation of the financial
company does not have authorised statements of foreign operations where
capital or par value in respect of its their functional currency is different
issued shares. to the presentation currency of the
The holders of ordinary shares are consolidated entity, as well as from the
entitled to receive dividends as declared translation of liabilities that hedge the
from time to time and are entitled to consolidated entity’s net investment in a
one vote per share at meetings of the foreign subsidiary.
Company. All shares rank equally with Employee benefit reserve
regard to the Company’s residual assets.
The employee benefit reserve arises
Hedging reserve on the grant of either share options or
The hedging reserve comprises the performance rights to employees under
effective portion of the cumulative net the Integrated Research Performance
change in the fair value of cash flow Rights and Option Plan (established
hedging instruments related to hedged November 2011) or the Employee Share
transactions that have not yet occurred. Option Plan (established October 2000).
Refer to note 16 for further details.

72
Note 19: Dividends
Capital and reserves (cont.) Dividends recognised in the current year by the company are:

Cents per Total Franked/ Date of


In thousands of AUD share amount unfranked payment

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:

Cents per Total Franked/ Date of


In thousands of AUD share amount unfranked payment
Final 2015 4.0 6,787 35% franked 22 Sep 2015

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

Integrated Research and its controlled entities Annual Report 2015 73


Financial Statements

Note 20: Capital risk management The consolidated entity seeks to


Financial instruments The consolidated entity manages its minimise the effects of these risks, where
capital to ensure that controlled entities deemed appropriate, by using derivative
will be able to continue as a going financial instruments to hedge these risk
concern while maximising the return to exposures. The use of financial derivatives
stakeholders through the optimisation of is governed by the consolidated entity’s
treasury management. policies on foreign exchange risk, credit
risk, the use of financial derivatives and
The capital structure of the consolidated non-derivative financial instruments, and
entity consists of cash and cash the investment of excess liquidity. The
equivalents and equity attributable consolidated entity does not enter into
to equity holders of the company, or trade financial instruments, including
comprising issued capital, reserves, and derivative financial instruments, for
retained earnings as disclosed in Notes 8 speculative purposes.
and 19 respectively.
Market risk
Significant accounting policies The consolidated entity’s activities
Details of the significant accounting expose it primarily to the financial risks
policies and methods adopted, of changes in foreign currency exchange
including the criteria for recognition, rates and cash flow interest rate risks.
the basis of measurement and the The consolidated entity enters into
basis on which income and expenses foreign exchange forward contracts to
are recognised, in respect of each class hedge the exchange rate risk arising from
of financial asset, financial liability transactions not recorded in an entity’s
and equity instrument are disclosed in functional currency.
Note 1 to the financial statements.
Foreign currency risk management
Financial risk management The consolidated entity undertakes
objectives certain transactions denominated in
The Board of Directors has overall foreign currencies, hence exposures
responsibility for the establishment and to exchange rate fluctuations
oversight of the consolidated entity’s arise. Exchange rate exposures
financial management framework. are managed within approved
The Board has an established Audit and policy parameters utilising forward
Risk Committee, which is responsible foreign exchange contracts.
for developing and monitoring
the consolidated entity’s financial The carrying amount of the consolidated
management policies. The Committee entity’s foreign currency denominated
provides regular reports to the Board of monetary assets and monetary
Directors on its activities. liabilities at the reporting date that
are denominated in a currency that is
The Audit and Risk Committee oversees different to the functional currency of
how Management monitors compliance the respective entities undertaking the
with risk management policies and transactions is as follows:
procedures and reviews the adequacy
of the risk management framework in
relation to the risks.
The main risks arising from the
consolidated entity’s financial
instruments are currency risk,
credit risk, liquidity risk and cash
flow interest rate risk.

74
Note 20: Consolidated
Financial instruments (cont.)
Liabilities Assets

In thousands of AUD 2015 2014 2015 2014


US Dollar 56 188 1,949 2,153
Euro – – 2,450 1,889
UK Sterling – – 1 1

Foreign currency sensitivity


At 30 June 2015, if the US Dollar, Euro and UK sterling weakened or strengthened
against the Australian dollar by the percentage shown, with all other variables held
constant, net profit for the year would increase (decrease) by:

Consolidated

Net profit Retained earnings

In thousands of AUD 2015 2014 2015 2014


US Dollar Impact 272 218 272 218
Euro Impact 210 210 210 210
UK Sterling Impact – – – –
Change in currency (i) –
10% decrease

US Dollar Impact (223) (179) (223) (179)


Euro Impact (172) (172) (172) (172)
UK Sterling Impact – – – –
Change in currency (i) –
10% increase

(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

Integrated Research and its controlled entities Annual Report 2015 75


Financial Statements

Note 20:
Financial instruments (cont.)

Forward foreign exchange contracts


The consolidated entity is exposed to foreign currency risk on sales and purchases that are denominated in a currency other than
the AUD. The currencies giving rise to this risk are primarily United States Dollar, UK Sterling and Europe Euro.
The consolidated entity uses forward exchange contracts to hedge its foreign currency risk. The forward exchange contracts have
maturities of less than two years after the year end date.
The consolidated entity classifies its forward exchange contracts hedging forecasted transactions as cash flow hedges
and measures them at fair value. The following table details the forward foreign currency contracts outstanding as at
reporting date:

Average exchange rate Foreign currency Contract value Fair value

2015 2014 2015 2014 2015 2014


Outstanding contracts 2015 2014 FC'000 FC'000 A$'000 A$'000 A$'000 A$'000

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

Integrated Research and its controlled entities Annual Report 2015 77


Financial Statements

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)

Change in operating assets and liabilities:


(Increase)/decrease in trade debtors (15,409) 988
(Increase)/decrease in future income tax benefit 121 (276)
(Increase)/decrease in other operating assets 94 892
Increase/(decrease) in trade and other payables 3,167 (116)
Increase/(decrease) in other operating liabilities 7,154 411
Increase/(decrease) in provision for income taxes payable 1,481 (1,112)
Increase/(decrease) in provision for deferred income taxes 744 82
Increase/(decrease) in other provisions 343 123
Net cash from operating activities 21,419 16,019

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

Net assets 30,516 26,871

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.

Integrated Research and its controlled entities Annual Report 2015 79


Financial Statements

Note 27: Dividends Disclosures in relation to the fair value of


Subsequent events For dividends declared after 30 June the net assets acquired have not been
2015 see Note 19 in the financial included as valuations are outstanding
statements. The financial effect and management are in the process of
of dividends declared and paid determining provisional fair values as at
after 30 June 2015 have not been the date of completing the accounts.
brought to account in the financial No other transaction or event of a
statements for the year ended 30 material or unusual nature has arisen
June 2015 and will be recognised in the interval between the end of the
in subsequent financial reports. financial year and the date of this
Acquisition report, which is likely, in the opinion of
the Directors of the company, to affect
On 1 July 2015, the Company completed significantly the operations of the
the acquisition of the US based IQ consolidated entity, the results of those
Services business. The acquisition operations, or the state of affairs of
provides the Company with a number the consolidated entity, in future
of strategically significant growth financial years.
opportunities in its existing markets and
into new allied markets. The business
combination 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.
The initial purchase price for the
business was US$1.5 million subject to
working capital adjustments. There will
also be additional performance based
earn-out payments over the next three
financial years contingent upon meeting
certain earnings before interest tax
and depreciation (EBITDA) milestones.
The maximum consideration for the
acquisition is US$5.0 million based on
attaining the successful milestones.

80
Directors' declaration

Directors'
declaration
In accordance with a resolution of the Directors of Integrated Research Limited,
we state that:

1. In the opinion of the Directors:

(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;

(b) t he financial statements and notes also comply with International


Financial Reporting Standards as disclosed in Note 1; and

(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.

On behalf of the board.

Steve Killelea Darc Rasmussen


Chairman Chief Executive Officer
North Sydney, 25 August 2015 North Sydney, 25 August 2015

Integrated Research and its controlled entities Annual Report 2015 81


Financial Statements
Independent Auditor's Report

Ernst & Young Tel: +61 2 9248 5555


680 George Street Fax: +61 2 9248 5959
Sydney NSW 2000 Australia ey.com/au
GPO Box 2646 Sydney NSW 2001

Independent auditor's report to the members of Integrated


Research Limited
Report on the financial report
We have audited the accompanying financial report of Integrated Research Limited, which comprises
the consolidated balance sheet as at 30 June 2015, the consolidated income statement, the
consolidated statement of comprehensive income, the consolidated statement of changes in equity and
the consolidated statement of cash flows for the year then ended, notes comprising a summary of
significant accounting policies and other explanatory information, and the directors' declaration of the
consolidated entity comprising the company and the entities it controlled at the year's end or from
time to time during the financial year.

Directors' responsibility for the financial report


The directors of the company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal controls as the directors determine are necessary to enable the preparation of
the financial report that is free from material misstatement, whether due to fraud or error. In Note 1,
the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial
Statements, that the financial statements comply with International Financial Reporting Standards.

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.

A member firm of Ernst & Young Global Limited


Liability limited by a scheme approved under Professional Standards Legislation

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

ii complying with Australian Accounting Standards and the Corporations Regulations


2001; and

b. the financial report also complies with International Financial Reporting Standards as
disclosed in Note 1.

Report on the remuneration report


We have audited the Remuneration Report included in pages 31 to 39 of the directors' report for
the year ended 30 June 2015. The directors of the company are responsible for the preparation
and presentation of the Remuneration Report in accordance with section 300A of the Corporations
Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our
audit conducted in accordance with Australian Auditing Standards.

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.

Ernst & Young

John Robinson
Partner
Sydney
25 August 2015

A member firm of Ernst & Young Global Limited


Liability limited by a scheme approved under Professional Standards Legislation

Integrated Research and its controlled entities Annual Report 2015 83


Financial Statements
Independent Auditor's Report

Ernst & Young Tel: +61 2 9248 5555


680 George Street Fax: +61 2 9248 5959
Sydney NSW 2000 Australia ey.com/au
GPO Box 2646 Sydney NSW 2001

Auditor’s Independence Declaration to the Directors of


Integrated Research Limited
In relation to our audit of the financial report of Integrated Research Limited for the financial year
ended 30 June 2015, to the best of my knowledge and belief, there have been no contraventions of
the auditor independence requirements of the Corporations Act 2001 or any applicable code of
professional conduct.

Ernst & Young

John Robinson
Partner
25 August 2015

A member firm of Ernst & Young Global Limited


Liability limited by a scheme approved under Professional Standards Legislation

84
ASX additional information

Shareholder information

Integrated Research Limited: Top 20 Holders


As at 11 September 2015

Rank Name Number Percentage


held of issued shares
1 Mr Stephen John Killelea 94,497,339 55.64

2 National Nominees Limited 5,230,939 3.08

3 Mr Andrew Rhys Rutherford 3,385,869 1.99

4 J P Morgan Nominees Australia Limited 2,053,705 1.21

5 Citicorp Nominees Pty Limited 1,580,241 0.93

6 HSBC Custody Nominees (Australia) Limited 1,213,630 0.71

7 Custodial Services Limited <Beneficiaries Holding a/c> 876,184 0.52

8 ABN AMRO Clearing Sydney Nominees Pty Ltd <Custodian a/c> 724,851 0.43

9 UBS Nominees Pty Ltd 701,995 0.41

10 Forsyth Barr Custodians Ltd <Forsyth Barr Ltd-Nominee a/c> 591,945 0.35

11 Bell Potter Nominees Ltd <BB Nominees a/c> 542,000 0.32

12 Mr Kevin John Cairns + Mrs Catherine Valerie Cairns <Cairns Family Super a/c> 516,113 0.30

13 Key Glory Investments Pty Ltd <KGI a/c> 500,000 0.29

14 Mr Gary Ronald Poole + Mrs Leigh Margaret Poole <Poole Super Fund a/c> 500,000 0.29

15 Key Glory Investments Pty Ltd <KGI a/c> 401,000 0.24

16 Fergfam Nominees Pty Ltd <Fergusson & Wright S/F a/c> 375,263 0.22

17 Bipeta Pty Ltd 337,612 0.20

18 Mr Colin Gregory Organ 330,000 0.19

19 Farvex Corporation Pty Limited 325,000 0.19

20 Beebee Holdings Pty Ltd 300,000 0.18

Integrated Research and its controlled entities Annual Report 2015 85


ASX additional information

Class of equity security

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

directory Non-Executive Director & Chairman Solicitors


Ashurst
Darc Dencker-Rasmussen Level 11, 5 Martin Place
Managing Director & CEO Sydney NSW 2000
Nick Abrahams Bankers
Non-Executive Director Westpac Banking Corporation
Alan Baxter Securities Exchange Listing
Non-Executive Director Australian Securities Exchange
Paul Brandling Code: IRI
Non-Executive Director Country of Incorporation
Garry Dinnie Integrated Research Limited,
Non-Executive Director incorporated and domiciled in
Australia, is a publicly listed
Peter Lloyd company limited by shares.
Non-Executive Director
Notice of Annual General Meeting
Company Secretary The Annual General Meeting of
David Purdue Integrated Research Limited will be
held on:
Registered Office
Level 9, 100 Pacific Highway Friday, 13 November 2015
North Sydney NSW 2060 Museum of Sydney
T. +61 (2) 9966 1066 Cnr Phillip & Bridge Streets, Sydney
at 3:00pm
Asia Pacific/Middle East/Africa United Kingdom & Ireland Americas – West Coast
Integrated Research Ltd Integrated Research UK Ltd Integrated Research Inc
Level 9, 100 Pacific Highway The Atrium, Harefield Road 6312 S. Fiddlers Green Circle Suite 500N
North Sydney NSW 2060 Uxbridge, Middlesex Denver, CO 80111, USA
Australia UB8 1PH T: +1 (303) 390 8700
T. +61 (2) 9966 1066 United Kingdom F: +1 (303) 390 877
F. +61 (2) 9966 1042 T. +44 (0) 189 581 7800 E. info.usa@ir.com
E. info.ap@ir.com E. info.europe@ir.com
Americas – East Coast
Singapore Germany Integrated Research Inc
Integrated Research Integrated Research UK Ltd 12950 Worldgate Dr, Suite 720
Unit 12-01, Palais Renaissance Munchner Buro der Integrated Research Herndon, VA 20170, USA
390 Orchard Road UK Ltd T: +1 (303) 390 8700
Singapore 238871 Terminalstrasse Mitte 18 F: +1 (303) 390 8777
T. +65 6684 5856 85356 Munchen, Germany E. info.usa@ir.com
E. info.ap@ir.com T. +49 (89) 97 007 132
E. info.germany@ir.com

ir.com

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