Caribbean Utilities Company, Ltd. Annual Report 2020

FY2020 Annual Report · Caribbean Utilities Company, Ltd.
Loading PDF…
C

o

u

n

t

P

l

u

s

A

n

n

u

a

l

R

e

p

o

r

t

2

0

2

0

Annual Report

2020 
 
 
1

CountPlus Annual Report 20202

CountPlus Appendix 4E 2020

Appendix 4E
For the Year Ended 30 June 2020

1 

Company details

Name of entity 

CountPlus Limited

ABN  

11 126 990 832

Reporting period 

For the year ended 30 June 2020

Previous period 

For the year ended 30 June 2019

2 

Results for announcement to the market

Revenues from ordinary activities
Profit from ordinary activities after tax attributable to the owners of CountPlus Limited
Profit for the year attributable to the owners of CountPlus Limited

up
up
up

20% to
>100% to
>100% to

$’000

82,607
15,861
15,861

Comments

The profit for the Group after providing for income tax and non-controlling interest amounted to $15,861,000 (30 June 2019: $1,635,000).

3  Net tangible assets

Net tangible assets per ordinary security

4 

Control gained over entities

Name of entity 

Count Financial Limited

Date control gained 

1 October 2019

Reporting period
Cents

Previous period
Cents

35.78

22.65

Contribution of Count Financial Limited ('Count Financial') to the reporting entity's profit from ordinary activities 
before income tax during the period

Profit from ordinary activities before income tax of the controlled entity for the whole of the previous period

$’000

2,533

2,020 

Commentary on the results is provided in the review of operations within the attached Directors' report and ASX release results presentation.

 
 
Appendix 4E
For the Year Ended 30 June 2020

Dividends

5 
Current period

Interim dividend – paid on 15 April 2020
Full year final dividend*– to be paid 14 October 2020

* record date 25 September 2020

Previous period

Interim dividend – paid on 17 April 2019
Full year final dividend – paid on 16 October 2019

6 

Details of associates

CountPlus Appendix 4E 2020

3

Amount per  
security 
Cents

Franked amount  
per security 
Cents

1.250
1.250

1.250
1.250

Amount per  
security 
Cents

Franked amount  
per security 
Cents

1.000
1.000

1.000
1.000

Name of associate

One Hood Sweeney Pty Ltd
Hunter Financial Planning Pty Ltd
OBM Financial Services Pty Ltd
Rundles CountPlus Pty Ltd
Rundles Financial Planning Pty Ltd
DMG Financial Holdings Pty Ltd

Reporting entity's percentage holding

Contribution to profit

Reporting period
%

Previous period
%

Reporting period
$’000

Previous period
$’000

32.36% 
40.00% 
40.00% 
40.00% 
20.00% 
30.00%

32.36% 
40.00% 
40.00% 
40.00% 
20.00% 
–

950
360
188
336
57
288

952
421
111
56
13
–

Group's aggregate share of associates profit 
Profit from ordinary activities after income tax

2,179

1,553

4

CountPlus Annual Report 20205

About  
CountPlus

The CountPlus vision is to become 
Australia’s leading network of professional 
accounting and advice firms, aligned 
through shared values, mutual success, 
and our sense of community. 

The Owner, Driver – Partner model:

 Î Improves performance at the individual firm level  
while leveraging the benefits of a national group,  
its collective wisdom, expertise, and best practice.
 Î Inspires loyalty and relationships, by allowing firms  
to preserve their local brand and unique identity.

 Î Builds confidence by offering strategic support, funding 
for growth, scalable benefits, and succession planning.

Through its people, strong governance and leadership 
CountPlus strives to maintain high quality services, 
innovation in technology and systems, a fair workplace  
and abiding commitment to the communities and 
people we serve. Sustainable financial performance  
and shareholder value is built though this approach.

Our strategy sets us apart in Australia and will allow us 
to realise the vision of CountPlus as the nation’s leading 
network of professional accounting and advice firms.

The CountPlus vision is to become Australia’s leading 
network of professional accounting and advice firms, 
aligned through shared values, mutual success, and  
our sense of community. 

CountPlus Limited (‘the Company’) is ready for its next 
phase of selective growth and is prepared to carefully 
assess and navigate future uncertainty within a broader 
industry and global context. 

The addition of Count Financial Limited ('Count Financial')
to the CountPlus ranks adds to our overall market 
position and builds upon our experience in selecting and 
embedding strong strategic growth opportunities. 

The combination of culture, a client-centric advice business 
model and capacity to make a decent profit decently 
defines the CountPlus ‘fit’.

Our commitment to the Owner, Driver – Partner model  
is unchanged. 

The Company supports member firms through capital 
investment, practical leadership, and intellectual input. 

Underpinned with strong financial systems and 
management, we focus on aligned value and professional 
outcomes. We help to guide firms through high-quality 
training and leadership programs, identifying emerging 
leaders and giving practical support to our existing  
senior people.

CountPlus Annual Report 20206

CountPlus Annual Report 2020Contents

Chairman's Report 

8

Directors' Report 

CEO Report 

Case Studies 

Financial Summary 

CountPlus Board 

10

12

18

Auditor's Independence Declaration 

Financial Statements 

ASX Additional Information 

20

Investors' Information 

7

23

40

41

106

107

CountPlus Annual Report 20208

Chairman's 
Report

Strong Management

Our job is to consider the empirical evidence and make 
prudent decisions in the best interests of the Company  
and its shareholders.

Our first priority during the early days of the COVID-19  
crisis was to secure the safety and wellbeing of our people. 
Our follow up action was to ensure that we played our part 
in supporting our partnerships, communities and wider 
network of clients, friends and families.

I am proud of the manner in which the CountPlus  
people rallied in support of clients and communities.  
All Australians faced unprecedented challenges of 
flattening the case number curve, locking down schools 
and businesses and the overnight economic disruption  
of a nation going into hibernation.

Such support and cooperation are part of being a trusted 
guardian of our clients’ interests. It also reflects the strong 
values and purpose of the CountPlus business, its executive 
team and all of our people around Australia.

COVID-19 and Industry Dislocation – 
Unprecedented Times

Like all global economies, Australia is swept up in what 
the World Bank recently described as the worst recession 
since the Second World War and the first since 1870 to be 
triggered solely by a pandemic.

The sudden impact of COVID-19 has dealt an economic  
and humanitarian blow of such magnitude that World 
Bank forecasts* are suggesting a 5.2 per cent contraction 
for the global economy this year.

Beyond 2020, the economic outlook is highly uncertain. 
Any recovery would appear tied to the development of  
a COVID-19 vaccine. Even with an approved drug therapy 
to help combat the virus, the climb back for Australia and 
other economies is expected to be slow.

The CountPlus Board is alert to the impact of these 
sobering statistics and appreciates the complex jeopardy 
of COVID-19 and its impact on human health, macro- 
economic conditions, and the resulting social effects.

With the impact of the pandemic, questions are being 
posed of different industries while also presenting 
opportunities for others such as in technology. Similarly, 
increased regulation of the Advice industry in which 
CountPlus operates is also causing huge change and 
dislocation, and with such change, opportunity will present 
itself to those prepared to act sensibly and with conviction. 

I am proud of the manner in which  
the CountPlus people rallied in support  
of clients and communities.

* World Bank Global Economic Prospects June 2020

CountPlus Annual Report 20209

A Strong CountPlus – Financial Stability 
and Opportunity

I am pleased to report that, despite the immense global 
challenges of the second half of the financial year, the 
Company delivered on some important targets to finish  
30 June 2020 in a position of financial stability and strength.

Chief among these targets was formalising and bedding 
down the Count Financial acquisition. This transaction 
absorbed significant time and resources. The successful 
finalisation of the Count Financial purchase on 1 October 
2019 led to an on-boarding program conducted by the 
CountPlus team with great energy and I congratulate all 
involved for their part in its success.

The Company’s management team and your Board have 
worked hard to create a financially stable CountPlus which 
has begun to execute on its growth plans. With the vast 
change being experienced broadly across the Australian 
economy, and more specifically in the industries in which 
CountPlus operates, opportunities will continue to present 
themselves. The Company is very well positioned to seek 
to maximise opportunities that arise and build on an 
excellent foundation for continued growth of CountPlus  
in the medium term.

Moving forward

Whilst in a position of strength, our collective future 
remains subject to the unfolding economic environment 
dictated by the impact of the pandemic. For reasons stated 
above, the global pandemic and its consequences for the 
Australian economy, with flow-on effects to CountPlus, 
have proven highly challenging and difficult.

Your Board is particularly cognisant of the economic impact 
for small to medium enterprise in Australia.

Small business comprises much of the clientele of 
CountPlus member firms and affiliates. The Company 
will remain vigilant to managing the downside risks of 
prevailing economic conditions, but also be prepared to 
deploy capital wisely should the right opportunity arise.

Thank you for being a CountPlus shareholder.

Ray Kellerman 
Chairman

CountPlus Annual Report 202010

CEO 
Report

I have long felt that the definition of leadership  
is not what we say but what we do.

Acts of leadership are abundant in recent times. The 
horrific Summer bushfire season in Australia was barely 
extinguished before we were immersed in a global health 
pandemic, creating unprecedented challenges for leaders 
in politics, business and across communities, religious and 
socio-economic backgrounds. Brave acts of leadership 
have emerged when we needed them most – from 
volunteer firefighters, nurses, doctors, neighbours and 
friends. 

I am proud to have seen selfless acts of leadership within 
the CountPlus community, as our own responders brought 
their professional talent and trusted care to the people and 
townships they serve. 

Against a backdrop of historic global events, it is important 
to emphasise to shareholders that, despite the prevailing 
health and economic challenges, the Company’s 
leadership team has not averted its gaze from the task of 
steering CountPlus safely. 

‘Acts of leadership’ spawned by the pandemic provide 
a useful metaphor for the way in which the CountPlus 
leadership team is responding to industry-specific 
challenges – and opportunity – facing our business. 

CountPlus Annual Report 202011

Financial Stability

Safe harbour

This FY2020 report demonstrates strong, stable financial 
results for CountPlus. A combination of an experienced 
management team and a unified strategy executed 
with purpose has guided these solid results. Strategic 
acquisitions have bolstered our reported profit and proven 
our capacity to make prudent decisions for the best long 
term interests of the Company and shareholders.

I encourage you to read this financial report as I do – with 
optimism for the future and a strong sense of confidence 
in the capacity of CountPlus to prevail throughout future 
challenges.

Growth has begun

The Count Financial acquisition completed on 1 October 
2019. It is the start of the CountPlus industry leadership and 
growth journey and emblematic of a comprehensive and 
judicious approach by CountPlus to attracting, retaining, 
and growing high-quality financial advice firms. 

The sentiment that storms are lashing global economies 
applies equally to the Australian financial advice sector. 
In fact, various storm clouds have hung over the financial 
advice industry for a long period. Heightened regulation, 
a significant uplift in education and ethical standards, 
challenges to the commercial models for licensees, deeper 
community and consumer expectations post the Hayne 
Royal Commission and the exit of vertically integrated 
institutions has created a highly disrupted sector ripe with 
challenge and opportunity. 

Add to this the wholesale departure of adviser numbers 
and we have a perfect storm scenario.

Is there a safe harbour? The Count Financial and CountPlus 
model is purpose-built for these times. Quality advisers will 
seek a quality ‘safe harbour’ in which to securely anchor 
their client trust and to build a business with future security 
intact. We are ready. We are well-funded. We are prepared 
for fresh acts of leadership and ‘doing not telling’ in the 
months and years ahead.

Where other sector players have shrunk or simply exited, 
CountPlus is focused on growing a sustainable, long term 
network of accounting-led advice practices. 

Thank You

Matthew Rowe 
CEO and Managing Director

The CountPlus balance sheet provides us with more than 
modest room for future acquisitions. The completion of 
the 100-day strategy to bed down Count Financial within 
our culture of client-centric financial advice has already 
delivered systematic efficiencies and synergies. 

We are ready for the next chapter of growth and describe 
the revitalised Count Financial business as a ‘clean’ and 
future-ready licensee. 

Prevailing now for 40 years, Count Financial is facing near-
term (2021) challenges including the rollback of subsidies 
and commissions paid by product manufacturers. The 
fiscal impact of this alone is significant, as we expect some 
45% of the ‘old world’ conflicted total Count Financial 
revenue will disappear. Despite this, your leadership team 
is confident that our mission to drive Count Financial as 
the licensee of the future built on fee-for-service, non-
conflicted remuneration is achievable and well within  
our reach.

CountPlus Annual Report 202012

Twomeys

Twomeys grows through Owner, Driver – Partner model and strategic  
‘tuck-in’ acquisition 

CountPlus member firm Twomeys has experienced growth 
in its regional New South Wales base and restructured 
partners within the firm as part of the CountPlus ‘Owner, 
Driver – Partner’ model. 

Twomeys and CountPlus have worked hard over three 
years to make the Owner, Driver – Partner (OD–P) model 
a reality. The model enables leaders within a firm to buy 
equity alongside CountPlus, driving aligned partnerships. 
“This provides the Principals with more accountability and 
reward for the success of Twomeys. In turn, it assists in 
driving continual growth in the business,” explains Michael 
Gay, Principal and financial planner of Twomeys. In early 
July 2020, Twomeys completed a tuck-in acquisition of 
client accounting-based services, Cultiv8, and undertook 
an equity buyback program under the CountPlus OD–P 
model. Michael explains that the main consideration when 
deciding between an acquisition or tuck-in strategy was 
that in this instance Twomeys was looking primarily at the 
fit of the people within the firm they were acquiring.  
“We wanted to consider how they could make a difference 
in our business and assist us with our growth strategy. 

“In regional areas, a critical factor in growth is about the 
relationships we have with our clients, as well as having  
a positive presence in the community,” Michael says.  
“This acquisition provided us with four new employees  
that have a positive presence in the community and  
very strong people skills that will allow them to foster  
new relationships and grow our business.” 

A secondary consideration was the client demographic. 
“We could have purchased a larger (income) parcel 
elsewhere; however, the attraction was the age of the 
clients and the potential to grow with them as they 
develop their businesses.” The addition of Cultiv8’s 
Director, Peter Maher, to the Twomeys team this year has 
strengthened the accounting aspect of the business. The 
converged model is central in building trust and referrals. 
“At Twomeys, we have a real strength in our accounting 
and business services expertise. In Peter Maher, we have 
secured a leader with the passion and time to embrace 
technology and a desire to work with both existing  
and new clients in the advisory space to assist the  
clients to grow their business. Because of Peter’s ability  
to foster relationships, he will quickly build trust with 
clients and then cross-refer to other valued services  
within the business.” The CountPlus OD–P model has 
enabled Twomeys to continue to grow in a way that 
positively impacts the four regional NSW communities 
they represent. 

Twomeys provides cost-effective accounting and financial 
solutions for both small and large business across a range 
of structures from individuals to superannuation funds. 

CountPlus Annual Report 202013

Affinitas  
Financial 
Planning

Why Count Financial was the best partner for Affinitas Financial Planning

Choosing a licensee is a decision to never be taken lightly. 
Affinitas Financial Planning recently travelled down that 
road and explain what impacted their decision to choose  
Count Financial.

As a result of transferring to Count Financial, Brad feels 
that Affinitas Financial Planning now has the right levels of 
support in key areas to ensure they can continue to service 
existing clients, write new business and remain compliant. 

Brad Peters, Director and Senior Financial Planner at  
Affinitas Financial Planning, took a lot of care and time  
to decide. “Starting with a matrix of assessment factors,  
I divided licensees into three general categories – Must, 
Preferable and Nice (but not necessary). Then, with the  
help of a consultant, I met with about 14 potential licensees. 
It then came down to a final three – where we went into  
a lot more depth.”

“Of all of the licensees, Count Financial was always ahead in 
terms of financial backing and potential long term stability.” 

Brad spent time getting to know people like Matthew 
Rowe and Andrew Kennedy – and spoke with some of the 
key people he would be working with on a daily basis to 
better understand the service offerings, cost structures 
and cultural alignment. Brad also spoke with some existing 
Count Financial advisor firms and was made aware of how 
they were going to be remoulded and reinvigorated under 
CountPlus ownership. 

“In the end, I felt Count Financial understood who we were, 
could provide what we needed and valued what we offered,” 
explains Brad.

“Count Financial provided a clear outline of the steps 
required, helped us prepare and was always there to assist 
with advice and practical help at each step. Count Financial 
delivered on everything they promised as far as pricing  
and levels of support were concerned during the 
changeover process.”

“We have been able to contact key decision makers/support 
people when needed, and have received real value from 
having ongoing access to a dedicated Practice Development 
Manager,” Brad explains.

“Affinitas Financial Planning firm has operated as part of 
an overall business structure that includes an accounting 
practice. Support for accounting qualified financial planners 
has always been part of Count’s DNA. Therefore, practice 
development will always be mindful of how changes in the 
tax/accounting landscape will impact our overall business.” 
In addition to support, Brad says the Australia-wide network 
of Count Financial firms and the CountPlus ownership  
model provide some potentially exciting succession 
planning opportunities.

“Businesses don’t change licensees for fun – because it  
is a labour intensive, time consuming and potentially  
costly process.” However, Brad explains that it is going  
to be a necessary reality for many advisory firms who  
want to secure their long term future in the financial 
planning industry. Choosing the right licensee makes  
all the difference.

Operating for 20 years, Affinitas Financial Planning is part 
of the wider Affinitas group, a Brisbane-based business that 
provides individual and small business clients with a holistic 
offering covering accounting, tax, finance, investment and 
personal insurance advice. The accounting practice services 
about 1400 clients, of which about 400 are investment and/
or insurance clients. 

CountPlus Annual Report 202014

Verve  
Group

People value the converged model

Verve Group was named as the Count Financial Member 
Firm of the Year 2019. Director and Senior Wealth Adviser, 
Matt Carberry, talks about what success looks like. 

With offices in South Australia and the Northern Territory,  
it is essential for the firm to maintain excellent service  
to clients. 

“Verve Group was able to stand out for a few reasons. 
Our firm is a ‘one stop shop’ for our clients. Our value 
proposition for clients and integrated businesses covers 
accounting and financial planning. We are able to assist 
with the creation of financial freedom and our clients 
resonate with that very well. In turn, the business achieves 
many referrals,” Matt explains. 

Today, success has materialised through Verve Group’s 
ability to shift to remote working quickly, ensuring that 
services for clients continued when they needed them. 

“If anything, we learned that we were more productive 
during COVID-19,” explains Matt. “With available 
technology and our ability to continue to work remotely, 
we were able to maintain and build connections with 
clients. Our firm will continue to adopt the new normal  
of remote work.”

Matt explains that clients now have the option of face-
to-face meetings or video conferencing. Verve Group has 
been supporting its clients with monthly education videos 
on JobKeeper and policy changes, as well as how to use 
platforms like Zoom. 

“Pre-COVID, we would fly 6-8 times a year to see clients. 
Now we are able to maintain the connection over video,” 
Matt explains.

Matt explains that referrals are a big part of the firm. 
“Through tax planning to financial planning, internal 
referrals are common. Once our accountants have assisted 
their referrals, they will often pass on clients who haven’t 
seen an advisor in years to the financial planning team.”

The converged model has played a valuable role in helping 
Verve Group grow as a business. 

“It’s a one stop shop, and people value that. More of us  
are time poor these days and people prefer to work with 
one business for tax and financial planning.” 

“We are also reviewing our process in terms of assisting 
clients’ family and friends, as well as our unique value 
proposition. Clients remember the little things, the 
personal relationships, the support and trust. It’s not all 
about the money but the great experience clients have 
had with our firm,” explains Matt. 

“At the end of the day, in terms of markets, jobs, and 
incomes, people need advice and someone to lean  
on in this time now more than ever.”

CountPlus Annual Report 202015

Count  
Charitable 
Foundation

Count Charitable Foundation passes $1M milestone

The Count Charitable Foundation was established in 2004 
by Barry and Joy Lambert to provide a mechanism for the 
Count Financial business to provide support to employee 
initiatives in raising funds for their community needs. This 
year it has passed a significant milestone, having donated 
more than $1 million in a financial year. There is a bright 
future for the foundation and its work.

It operates by matching the funds raised by network firms, 
to bolster the support for communities. 

“I worked for Commonwealth Bank in the 60s and 70s 
but left the bank because customers couldn’t invest in 
inflation-proof investments, which led me to establish 
Count in August 1980. After 20 years of hard work we  
listed the business on the ASX to give equity to our staff 
and franchisees. By 2004 the business was thriving,  
and the next step was to give back to the community,” 
Barry Lambert says.

This year, the Count Charitable Foundation worked with the 
Count Financial and CountPlus networks to raise $100,000 
for a national initiative – the Lifeline Bushfire Recovery 
Line dedicated phone support service. The network raised 
$50,000, while Barry personally donated $50,000.

“Mental illness is always a great need, but even more so 
when we have a crisis such as the bushfires, drought and 
now COVID,” Barry said. “Ideally, we like to give a hand up 
rather than a hand out, so those that receive support can 
in turn give back. While we can’t substitute for government 
welfare, neither can we let people slip through the cracks, 
so we also help out at the grassroots level. The greatest 
payback is probably going to come from helping our 
children and youth get a good start in life.”

The Foundation celebrated donating more than $1 million 
in a single financial year for the first time, but the plans will 
expand from here.

The scheme supports – and depends on – the participation 
of the network.

“Accountants and their staff need to get involved, because 
their staff will know what needs to be done,” Barry said. 
“It might be coaching sporting teams, working in service 
clubs, leading the charge to right a wrong, or helping the 
under privileged.”

“We are currently paying out $1M per annum and we 
pay out 5% of our capital. As we build up our funds – by 
earning more than 5% each year – the payout amount 
will grow,” Barry said. “I look forward to seeing payouts 
reach $2M each year. The fund is a perpetual fund, so if 
we manage the investments effectively the payout will 
continue to grow. This is a fund that keeps on giving.”

CountPlus Annual Report 202016

The  
Harvard  
experience

People, strategy, and culture: Value lessons from Harvard

In January 2020 – or pre-Covid as we now know it – 
Marisa Riccio, Managing Director of Hood Sweeney, was 
privileged to travel to Boston in the United States for 
intensive, week-long learnings on Leading of Professional 
Services Firms as the recipient of the Barry Lambert 
Harvard Business School Scholarship.

“Joining 140 participants representing 34 countries and 
a range of professional services, from accounting and 
legal to pharmaceutical and marketing, I was incredibly 
honoured to be exposed to a host of captivating Professors 
and their thinking around the issues that consume each of 
us every day in our businesses,” says Marisa.

“What I felt as we dissected case studies and exchanged 
personal experiences, was comfort and validation that 
what we are doing at Hood Sweeney, and as part of the 
CountPlus network, is the best pathway,” she explains. 

“People are paramount and looking after them – providing 
staff with opportunities for development and wellbeing, 
and clients with advice, value and support – are at the core 
of what we do, and very much aligned with the Harvard 
learnings.”

While there were many key learnings to take away from 
the experience, the most valuable lessons for Marisa 
were around people development, and value pricing and 
creation.

“Empowerment, trust, appreciation, responsibility and 
effective delegation are all big issues that businesses of 
any size or industry face when managing their people. 
Discussions around this were relatable and I came 
away confident that we are on the right track with our 
performance management and other people management 
systems,” Marissa explains.

“The value lessons centred on how we measure the value 
we provide clients versus how clients value the services 
we offer. One Professor said: ‘We put pressure on our price 
when we imitate what others do,’ which really resonated 
with me.”

For examples, Marisa explains that as advisors, value 
strategies with clients may be based on:

 Î Ability to grow
 Î Alignment with strategy
 Î Respect and appreciation for advice
 Î Value over pricing
 Î Advocacy and expanding networks.

The clients may perceive Value based on:

 Î Convenience
 Î Price
 Î Flexibility
 Î Relationships.

“How we perceive value will ultimately determine our 
client base. Sometimes that may mean saying no to clients 
whose values don’t align with ours, or who don’t believe in 
our strategy or respect our staff,” she explains. 

In terms of implementing any of the learnings into Hood 
Sweeney, Marisa feels that although the business is on the 
right track, there was plenty of food for thought. “It was 
an opportunity to review our services and our strategy to 
ensure that what we are delivering is clear.”

“I wanted to see if we needed to be even more concise 
around business strategy and delivery of our messaging 
and that is reflected in our ongoing review of our core 
values and employee performance management,” Marisa 
explains.

“What was very clear during the workshops was how similar 
professional services businesses are. We may just have 
slightly different ways of approaching the same issues.”

It all comes down to clients, your people, your strategy and 
your culture.

CountPlus Annual Report 202017

CountPlus Annual Report 202018

Financial  
Summary

Revenue from contracts with customers 1

Other income

Total operating expenses 2

EBITA before profit from associates

Share of net profit from associates 3

Earnings before interest, tax and amortisation (EBITA) 4

Interest Income 5 

Interest expense 6

Amortisation 7

Profit before tax

Income tax expense 8

Gain on bargain purchase 9

Net profit from operations after income tax 10

Loss for the year from discontinued operations 11

Profit for the year

Profit attributable to owners of CountPlus 10

Profit attributable to non-controlling interest

Basic (loss) / earnings per share (cents)

Diluted (loss) / earnings per share (cents)

Current assets 12

Current liabilities 13

Current ratio

Non-current assets 14

Non-current liabilities 15

Net assets

Net cash 16

2018 
$'000

74,386

3,247

2019 
$'000

68,646

2,452

2020 
$'000

82,607

2,141

(73,369)

(66,434)

(76,067)

4,264

828

5,092

53

(463)

(2,070)

2,612

(300)

–

2,312

(1,465)

847

(176)

1,023

(0.16)

(0.16)

26,566

10,961

2.42

48,711

3,528

60,788

8,975

4,664

1,553

6,217

75

(342)

(1,440)

4,510

(1,554)

–

2,956

–

2,956

1,635

1,321

1.48

1.48

25,708

12,999

1.98

51,699

3,067

61,341

8,503

8,681

2,179

10,860

163

(1,108)

(1,402)

8,513

(2,017)

10,952

17,448

–

17,448

15,861

1,587

14.30

14.24

255,707

236,473

1.08

98,316

39,438

78,112

21,111

2019 / 2020 
change
%

20

(13)

15

86

40

75

large

large

(3)

89

30

large

large

–

large

large

20

large

large

large

large

(45)

90

large

27

large

CountPlus Annual Report 202019

Notes to Financial Summary 

1.  Revenue from contracts with customers
Revenue is generated from accounting services, financial 
planning services and financial services. Accounting related 
revenue represents 63% of revenue from contracts with 
customers and was up on the prior period by 2%. Financial 
planning revenue makes up 14% of revenue from contracts 
with customers and was up 1%. Financial services revenue 
makes up 15% of revenue from contracts with customers 
and was up 221% on prior period. Revenue from contracts 
with customers was up on last year by 20% primarily due to 
the acquisition of Count Financial on 1st October 2019.

2.  Total operating expenses
Total operating expenses are up 15% on the prior period. 
This is primarily due to the acquisition of Count Financial.

3.  Share of net profit from associates
Share of net profit from associates is up by 40% due to  
one newly acquired associate, DMG Financial Holdings 
Pty Ltd and full year share of profits from OBM Financial 
Services Pty Ltd, Rundles CountPlus Pty Ltd and Rundles 
Financial Planning Pty Ltd which were acquired during  
the course of FY19.

4.  EBITA
EBITA increased by 75%. EBITA has improved due to the 
acquisition of Count Financial which contributed $2.5M 
in EBITA in FY20. CountPlus Limited and its subsidiary 
undertakings (‘the Group’) has also received government 
grants of $1.5M due to COVID-19 which has also 
contributed to the increase in EBITA.

Interest income

5. 
The increase in interest income was driven by the large 
cash balances held within Count Financial.

Interest expense

6. 
Interest expense has increased due to the adoption of 
AASB 16 Leases accounting standard ($716K of interest in 
2020 (2019: nil)) and drawdown on the financing facility 
with Westpac Banking Corporation to fund the acquisition 
of DMG Financial Holdings Pty Ltd. 

7.  Amortisation
Amortisation (non-cash) of $1.4M (2019: $1.4M) relates 
primarily to an accounting requirement to write down  
the value of intangible assets, acquired client relationships 
and adviser networks, over their expected lifetime.

Income tax expense

8. 
Income tax expense for FY20 was higher in 2020 due  
to the acquisition of Count Financial and increased 
profitability across the rest of the Group.

 Gain on bargain purchase

9. 
The gain on bargain purchase of $11M represents the  
excess of the fair value of the acquired identifiable assets 
and liabilities over the purchase price of Count Financial.

 Net profit from operations after income tax

10. 
Net profit after tax was $17.4M for the period as a result  
of the acquisition of Count Financial. Profit attributable  
to CountPlus Ltd shareholders was $15.9M.

11.  Loss for the year from discontinued operations
The loss on discontinued operations in the 2018 year 
relates to the sale of the business unit Kidmans PEC Pty Ltd.

12.  Current assets
Current assets increased due to the recognition of a 
remediation receivable asset of $195M which is due from 
the Commonwealth Bank of Australia. In addition, the 
acquisition of Count Financial has resulted in a significant 
increase in cash ($14.3M), trade and other receivables 
($8.5M) and contract assets ($11.1M).

13.  Current liabilities
The increase in current liabilities was due largely to the 
recognition of a remediation provision within Count 
Financial of $195M. The acquisition of Count Financial 
has also resulted in the recognition of contract liabilities 
of $11.9M and trade and other payables of $8.3M. The 
adoption of AASB 16 Leases accounting standard has 
resulted in a $3.3M lease liability as at 30 June 2020.

14.  Non-current assets
Non-current assets has increased compared to last  
year due to the adoption of AASB 16 Leases accounting 
standard ($14M impact) and the acquisition of Count 
Financial which has non-current contract assets of $25.7M.

15.  Non-current liabilities
Non-current liabilities has increased compared to last 
year due to the adoption of AASB 16 Leases accounting 
standard ($12M impact) and the recognition of non-current 
contract liabilities of $24.2M in Count Financial.

16.  Net cash
Net cash (cash and cash equivalent less interest bearing 
liabilities) has increased to $21.1M (2019: $8.5M) due 
predominantly to the cash received as part of the 
acquisition of Count Financial and from operating  
cash flows generated by member firms.

CountPlus Annual Report 2020Ray Kellerman
Ray has over 30 years of experience in the financial services 
industry including in the funds management, financial 
advisory, life insurance and corporate and structured 
finance industries. Previous appointments include 
Independent Chairman of ClearView Wealth, an ASX 
listed life insurance and financial services company, and 
Independent Chairman of Credit Suisse Asset Management 
Australia. Prior to this he was with Perpetual Trustees 
Australia for 10 years before establishing his own financial 
services and compliance advisory business in 2001.

Ray is an owner and Executive Director of Quentin Ayers, 
an implemented asset advisor specialising in alternative 
private market investments. He holds qualifications in law, 
economics, investment securities and management. 

Ray currently acts as a director for Goodman Funds 
Management Australia, Foundation Life New Zealand and 
Ryder Capital. He is also active in a number of governance 
related roles for some major fund managers operating  
in Australia. 

Ray was appointed a Director of CountPlus in January 2017 
and Chairman in April 2017.

20

CountPlus Board

Alison Ledger
Alison has more than 30 years of experience in the 
financial services industry. She has held senior operational 
and strategic roles in banking, funds management and 
insurance with Chase, Bankers Trust and IAG. As a Partner 
with McKinsey & Company, Alison advised leading 
global and Australian banks on strategy, performance 
improvement and organisational change. Alison’s more 
recent experience has been in digital transformation and 
customer experience (CX). As Executive General Manager 
of Product, Pricing and eBusiness, Alison ran IAG’s digital 
business and CX for the consumer brands including NRMA, 
SGIO and SGIC.

Alison is Chair of CountPlus’ Remuneration and 
Nominations Committee and a member of the Audit  
and Risk Committee. She is also a Non-Executive  
Director of ASX listed Audinate Group Limited as well  
as private equity owned Latitude Financial Services  
and Hallmark Insurance.

Alison holds a Bachelor of Arts (Hons) in Economics from 
Boston College and an MBA from Harvard University.  
She is also a graduate of the Australian Institute of 
Company Directors.

CountPlus Annual Report 202021

Kate Hill
Kate has over 20 years’ experience as an audit partner with Deloitte Touche 
Tohmatsu, working with ASX listed and privately-owned clients. She has  
worked extensively in regulated environments including assisting with Initial 
Public Offerings, capital raising and general compliance, as well as operating  
in an audit environment. She held a variety of leadership and executive roles in 
Deloitte and served for a period on the Board of Partners of the Australian firm.

Kate Hill is an independent Non-Executive Director, chair of the Audit and 
Risk Committee and member of the Acquisitions Committee. She is also an 
Independent Non-Executive Director of Elmo Software Limited (ASX: ELO) 
where she serves as Chair of the Audit and Risk Committee, and is a member 
of the Remuneration and Nominations Committee. She is a member of the 
Finance and Risk Committee, and the People and Culture Committee of Seeing 
Machines Limited (AIM: SEE).

Kate holds a Bachelor of Science (Hons) from Bristol University, is a member  
of the Institute of Chartered Accountants in Australia and New Zealand, and  
a graduate of the Australian Institute of Company Directors.

Andrew McGill
Andrew has more than 29 years’ financial markets experience, including 
investment and management experience within the alternative asset sector 
and the funds management industry generally. He was previously Managing 
Director and CEO of ASX-listed Pacific Current Group Limited and in this 
capacity also served on the Board of a number of affiliated companies. Prior  
to joining Pacific Current Group, he was a founding partner of Crescent Capital 
Partners, an independent mid-market private equity firm where he worked 
from 2000 to 2010. Earlier in his career, Andrew held executive roles within 
Macquarie Bank’s Corporate Finance and Direct Investment teams. He was  
also a consultant with The LEK Partnership, an international firm of business 
strategy consultants. 

Andrew is currently a member of the Investment Committee for Besen Pty Ltd. 
He also serves as a member of the Council of Kambala Girls School. 

Andrew holds a Bachelor of Commerce and a Bachelor of Laws from the 
University of New South Wales and a Graduate Diploma in Applied Finance 
(FinSIA). He is also a Fellow of the Financial Services Institute of Australasia.

Matthew Rowe
Matthew Rowe is the former Managing Director of Hood Sweeney, the 30th 
largest Accounting firm in Australia and twice a BRW top 10 fastest growing 
firm. Matthew successfully managed his transition and succession from the 
business to attend Harvard Business School. Matthew was also the longest 
serving Chairman in the history of the Financial Planning Association of 
Australia and represented Australia on the Global Standards Body.

In 2017, Matthew was appointed by the Minister for Revenue and Financial 
Services to the Board of the Financial Adviser Standards and Ethics Authority 
and served in this capacity for two and a half years.

Matthew brings to CountPlus a track record in leading a high performing 
professional services organisation, strong corporate and regulatory  
experience, as well as being recognised as a successful change agent  
within financial services. 

Matthew was appointed a Director of CountPlus in October 2016 and CEO  
in February 2017. 

CountPlus Annual Report 202022

CountPlus Annual Report 202023

Directors'  
Report

The Directors present their report, together with the financial statements, on the consolidated entity (referred to 
hereafter as the 'Group') consisting of CountPlus Limited (referred to hereafter as the 'Company' or 'parent entity') and the 
entities it controlled at the end of, or during, the year ended 30 June 2020.

Board of Directors and Company Secretaries

Name

Ray Kellerman

Alison Ledger

Kate Hill

Andrew McGill

Matthew Rowe

Laurent Toussaint

Narelle Wooden

Position

Chairman

Independent Non-Executive Director

Independent Non-Executive Director

Independent Non-Executive Director

Date of Appointment

27 April 2017

1 October 2016

26 June 2017

4 December 2017

Executive Director / Chief Executive Officer / Managing Director

24 February 2017

Company Matters Pty Ltd (William Hundy)

Company Secretary

Company Secretary

Company Secretary

29 June 2018

30 November 2018

30 April 2020

Information on the current Directors including their experience, expertise and other current directorships (including 
former directorships) of publicly listed companies, is contained in the Board Profile Report on pages 20 to 21.

Meetings of Directors

Board of Directors

Name

Position

Ray Kellerman

Non-Executive Chair

Alison Ledger

Non-Executive Director

Kate Hill

Non-Executive Director

Andrew McGill

Non-Executive Director

Matthew Rowe

Managing Director and CEO

Audit and Risk 
Committee

Acquisitions 
Committee

Remuneration 
and Nominations 
Committee

Meetings 
Attended Position

Meetings 
Attended Position

Meetings 
Attended Position

Meetings 
Attended

Member

Member

Chair

5/5

5/5

5/5

6/6

6/6

6/6

6/6

6/6

Member

Chair

Member

2/2

2/2

2/2

Member

Chair

4/4

4/4

Member

4/4

CountPlus Annual Report 202024

Principal activities

Capital management

During the financial year the principal continuing  
activities of the Group consisted of:

 Î accounting, tax and audit services; 
 Î

financial advice in relation to investment, 
superannuation and personal insurance; and

 Î

financial services being the operator of  
financial advice licence businesses.

Interest-bearing debt has increased from $1,755,000  
at 30 June 2019 to $4,731,000 at 30 June 2020 due to 
acquisitive activity. CountPlus continues to focus on 
prudent capital management by improving cashflows 
generated by member firms, paying dividends from 
operating cashflows and investing in earnings  
accretive acquisitions after undergoing a rigorous 
acquisition process.

Significant changes in the state  
of affairs

Significant changes in the state of affairs of the Group 
during the financial year were as follows:

On 1 October 2019, CountPlus Limited purchased an  
85% interest in Count Financial for $2.125M.

On 27 October 2019, CountPlus Limited's member firm, 
Kidmans Partners Pty Ltd, purchased the business assets  
of Toll (Vic) Pty Ltd trading as Latitude Advisory Services  
for $0.9M.

On 18 November 2019, CountPlus Limited purchased a 30% 
interest in DMG Financial Holdings Pty Ltd for $2.891M.

There were no other significant changes in the state of 
affairs of the Group during the financial year.

Review of operations

The profit for the Group after providing for income tax 
amounted to $17,448,000 including gain on bargain 
purchase (30 June 2019: $2,956,000).

The management team has been focussed on working 
with our member firms to improve the key financial,  
cultural and strategic drivers and grow by acquisitive 
activity which is reflected in the improved financial  
results for the year ending 30 June 2020.

COVID-19

In March 2020, the World Health Organisation declared  
the outbreak of a novel coronavirus (COVID-19) as a 
pandemic, which continues to spread throughout 
Australia. The spread of COVID-19 has caused significant 
volatility in Australian and international markets. There is 
significant uncertainty around the breadth and duration 
of business disruptions related to COVID-19, as well as its 
impact on the Australian and international economies.

COVID-19 has had minimal adverse financial impact on 
the CountPlus business in the year ended 30 June 2020, 
given the continued demand for accounting and financial 
services and given the support provided by the Australian 
Government. Note that CountPlus’ clientele is comprised 
of small, Australian-based businesses from a broad cross-
section of industries.

Going forward, the Group is unable to determine if 
COVID-19 will have a material impact on its operations. 
The Company is managing the downside risk presented 
by COVID-19 via tight management of costs, a focus on 
working capital management and targeted deployment  
of capital and resources. 

CountPlus Annual Report 202025

Dividends

Dividends paid / declared during the financial year were as follows:

Financial year ended

Franking

2019

2020

2020

Fully franked

Fully franked

Fully franked

Status

Paid

Paid 

Cents per share

Payment date

1.0 (per fully paid share)

16 October 2019

1.25 (per fully paid share)

17 April 2019

Declared

1.25 (per fully paid share)

14 October 2020

Matters subsequent to the end of the 
financial year
On 30 July 2020, the indemnity related to remediation 
matters in Count Financial granted by the Commonwealth 
Bank of Australia (CBA) was increased from $210,000,000  
to $300,000,000. 

On 1 July 2020, CountPlus Limited member firm, NSW 
based Twomeys Group Pty Ltd acquired the accounting 
based services of Cultiv8 Accounting Pty Ltd. Twomeys also 
completed a 38% equity buy back by key management 
under the CountPlus 'Owner, Driver – Partner' model. 
CountPlus retains a 62% shareholding in Twomeys. 

On 27 August 2020, the Directors resolved to declare  
a full year final dividend for FY20 of 1.25 cents (fully 
franked) to be paid on 14 October 2020 (Record date  
25 September 2020).

No other matter or circumstance has arisen since  
30 June 2020 that has significantly affected, or may 
significantly affect:

a)  the consolidated entity's operations in future  

financial years;

b)  the results of those operations in future financial  

years; or

c)  the consolidated entity's state of affairs in future  

financial years.

Likely developments and expected 
results of operations

A letter has been sent to shareholders providing a report 
into the operational and strategic initiatives being driven 
by the Group. We are continuing to build the capacity to 
undertake merger and acquisition opportunities at a time 
of unprecedented change in our core business segments.

Our core business

The Group's core business is accounting, financial planning 
and financial services. The Group will continue to align, 
build, and grow its core business through organic and 
acquisitive growth.

Material business risks

The main risks for the Group are classified into two 
categories, operational and legislative. Group risks are 
regularly assessed by the Board and the Board’s Audit  
and Risk Committee. Risks are addressed in an appropriate 
manner and are reflected through changes in Group 
policies as required.

As part of the Group's operational risk, we are focused  
on the impact of COVID-19.

CountPlus Annual Report 202026

Operational risk

Legislative risk

The main operational risk for our member firms relates  
to potential loss of clients, working capital management 
and staff costs which may be triggered by either senior 
team departures or declining service levels. Member firms 
have regular board and management meetings in which 
the performance of the firm and forecasts are analysed. 
Any operational issues are also addressed at those 
meetings. Member firm Principals are subject to restraint 
clauses as part of their employment contracts. In addition, 
all member firms have succession plans in place.

Training and compliance monitoring have been 
implemented to ensure standards are being met.

A further operational risk relates to inappropriate  
or inadequate client advice. Regarding the acquisition  
of Count Financial, which completed on 1 October 2019,  
the Commonwealth Bank of Australia has provided a  
$300 million indemnity to cover remediation of past 
conduct as of 30 July 2020 ($200 million from 1 October 
2019 to 29 June 2020 and $210 million from 30 June 2020  
to 29 July 2020). All firms are required to have quality 
assurance processes and appropriate professional 
indemnity insurance either directly or as part of the Group 
policy. Member firms who are part of the Count Financial 
licensee network are covered under Count Financial's 
professional indemnity insurance arrangements for their 
financial planning services.

In terms of legislative risk, any substantive changes that 
impact the provision of accounting / tax services or 
financial planning services, could have a material impact 
on the Group. For accounting / tax related services, 
initiatives being considered by the Federal Government  
to further reduce the requirement for individuals to lodge 
tax returns may have some impact on the compliance 
based work for some member firms.

Legislative risk is not currently expected to significantly 
impact the profitability of accounting-based member firms 
and the Group, but it will continue to be closely monitored 
by the Board’s Audit and Risk Committee.

In addition to the two main risk categories, the following 
are some of the additional risks assessed by the Board:

 Î

Integration risk: risk relating to the successful integration 
of newly acquired member firms;

 Î Expense management; failure to control expenses such 
as staff costs would result in earnings for CountPlus not 
reflecting revenue performance by member firms; and

 Î Owner, Driver – Partner model: the timing and 

implementation of this initiative will be subject to the 
underlying performance of the participating firms 
against key performance indicators.

CountPlus Annual Report 202027

CountPlus Annual Report 202028

Remuneration  
Report (audited)

The remuneration report details the Key Management 
Personnel (KMP) remuneration arrangements for 
CountPlus Limited ('CountPlus' or 'the Company'), in 
accordance with the requirements of the Corporations  
Act 2001 (Cth) ('the Act') and its Regulations.

Key Management Personnel are those persons having 
authority and responsibility for planning, directing and 
controlling the activities of the entity, directly or indirectly, 
including all Directors.

The following Key Management Personnel are covered  
by this report:

Non-Executive Directors

Title / Committees

Ray Kellerman

Alison Ledger

Kate Hill

Andrew McGill

Executive Director

Matthew Rowe

Other Key Management Personnel

Laurent Toussaint

Graham McGeagh

Narelle Wooden

Andrew Kennedy

Non-Executive Chairman
Member, Audit and Risk Committee
Member, Remuneration and Nominations Committee

Non-Executive Director
Member, Audit and Risk Committee
Chair, Remuneration and Nominations Committee

Non-Executive Director
Member, Acquisitions Committee
Chair, Audit and Risk Committee

Non-Executive Director
Member, Remuneration and Nominations Committee
Chair, Acquisitions Committee

Chief Executive Officer
Managing Director
Member, Acquisitions Committee

Chief Financial Officer and Company Secretary

Chief Operating Officer

General Counsel and Company Secretary

Changes during FY20

No change

No change

No change

No change

No change

No change

No change

No change

Chief Advice Officer, Count Financial

Appointed 13 January 2020

This section of the Directors' report has been audited by the external auditors, Grant Thornton, as required by section 
308(3C) of the Act.

CountPlus Annual Report 202029

Principles used to determine the nature  
and amount of remuneration

The objective of the Group's executive reward framework 
is to ensure reward for performance is competitive and 
appropriate for the results delivered. The framework 
aligns executive reward with the achievement of strategic 
objectives and the creation of value for shareholders, and 
it is considered to conform to the market best practice for 
the delivery of reward. The Board of Directors ('the Board') 
ensures that executive reward satisfies the following key 
criteria for good reward governance practices:

 Î competitiveness and reasonableness;
 Î acceptability to shareholders;
 Î performance linkage / alignment of executive 

compensation with the creation of shareholder value; 
and

 Î

transparency.

The Remuneration and Nominations Committee ('the 
Committee') is responsible for determining and reviewing 
remuneration arrangements for its Directors and 
Executives. The performance of the Group depends on the 
quality of its Directors and Executives. The remuneration 
philosophy is to attract, motivate and retain high 
performance and high quality personnel.

The Committee's purpose is to:

 Î Make recommendations to the Board in relation to the 

remuneration of Executive and Non-Executive Directors;

 Î Review and approve CEO and Senior Management 

remuneration policy for CountPlus; and

 Î Evaluate potential candidates for executive positions, 

oversee the development of executive succession plans 
and evaluate potential candidates for non-executive 
director positions.

Any decision made by the Committee concerning an 
individual Executive’s remuneration is made without the 
Executive being present at the meeting.

The reward framework is designed to align executive 
reward to shareholders' interests. The Board have 
considered that it should seek to enhance shareholders' 
interests by:

 Î having economic profit as a core component of plan 

design;

 Î

focusing on sustained growth in value for shareholders, 
consisting of dividends and growth in share price, and 
delivering constant or increasing return on assets as well 
as focusing the executive on key non-financial drivers  
of value; and

 Î attracting and retaining high calibre Executives.

Additionally, the reward framework should seek  
to enhance Executives' interests by:

 Î
 Î

rewarding capability and experience;

reflecting competitive reward for contribution  
to growth in shareholder wealth; and

 Î providing a clear structure for earning rewards.

In accordance with best practice corporate governance, 
the structure of Non-Executive Director and Executive 
Director remuneration is separate.

Non-Executive Directors' remuneration

Fees and payments to Non-Executive Directors reflect the 
demands and responsibilities of their role. Non-Executive 
Directors' fees and payments are reviewed annually 
by the Committee. The Committee may, from time to 
time, receive advice from independent remuneration 
consultants to ensure Non-Executive Directors' fees and 
payments are appropriate and in line with the market. 

The Chairman's fees are determined independently to the 
fees of other Non-Executive Directors taking into account 
the fees paid for similar roles in comparable companies. 
The Chairman is not present at any discussions relating to 
the determination of his own remuneration. Non-Executive 
Directors do not receive performance rights or other 
incentives.

ASX listing rules require that the aggregate remuneration 
for the Non-Executive Directors of the Group be approved 
by shareholders. The Group most recently obtained 
approval from its shareholders at its 2019 Annual General 
Meeting held on 19 November 2019 for a maximum annual 
aggregate remuneration of $700,000.

CountPlus Annual Report 202030

Executive remuneration

The Group aims to reward executives based on their 
position and responsibility, with a level and mix of 
remuneration which has both fixed and variable 
components.

The Executive remuneration and reward framework has 
four components:

 Î base pay and non-monetary benefits;
 Î short term performance incentives;
 Î

long term incentives including share-based payments; 
and

 Î other remuneration such as superannuation and long 

service leave.

The combination of these comprises the Executives' total 
remuneration.

Fixed remuneration, consisting of base salary, 
superannuation and non-monetary benefits, is reviewed 
annually by the Committee based on individual and 
business unit performance, the overall performance of the 
consolidated entity and comparable market remuneration.

The short term incentive ('STI') program is designed 
to align the targets of the business units with the 
performance hurdles of executives. STI payments are 
granted to executives based on specific annual targets  
and key performance indicators being achieved.

The long term incentives ('LTI') now consist of share-based 
payments. Performance rights are awarded to executives 
based on long term incentive measures. These measures 
are earnings per share ('EPS') and return on equity ('ROE') 
performance hurdles. The Committee reviews the long 
term equity-linked performance incentives specifically for 
executives annually.

Group performance and link to remuneration

Short term incentives are based on the achievement  
of a financial and non-financial balanced scorecard.

Long term incentives are based on Adjusted EPS Growth 
and ROE. Short term incentives are based on balanced 
scorecard outcomes.

The table below provides a summary of the Group's 
earnings performance for the current and prior years:

Group Revenue ($'000)

Adjusted net profit after tax attributable to CountPlus  
shareholders ($'000)

Share price ($)

Share of associates earnings ($'000)

Dividends paid / declared (cents)

Adjusted EPS (cents)

Adjusted ROE (%)

2020

82,607

5,950

0.90

2,179

2.50

5.37

9.68

2019

68,646

3,681

0.81

1,553

2.00

3.33

6.50

2018

74,386

2,741

0.66

828

1.00

2.48

4.94

Use of remuneration consultants

No remuneration consultants were engaged during the 
year ended 30 June 2020. In the prior year, the Committee 
commissioned services from two consultants, Richard 
Altman Consulting and Guerdon Associates Pty Ltd. 
CountPlus paid $75,000 in aggregate for these services.

Voting and comments made at the Company's most 
recent Annual General Meeting ('AGM')

At the November 2019 AGM, 98% of the votes received 
supported the adoption of the remuneration report for the 
year ended 30 June 2019. The Company did not receive any 
specific feedback at the AGM regarding its remuneration 
practices.

CountPlus Annual Report 202031

Service agreements

Non-Executive Directors

Executive Key Management Personnel

Non-Executive Directors do not have fixed-term contracts 
with the Group. On appointment to the Board, all Non-
Executive Directors enter into a service agreement with 
the Group in the form of a letter of appointment. The 
letter summarises the Board policies and terms, including 
compensation. 

Remuneration and other terms of employment for the 
Executive Director and other Key Management Personnel 
are formalised in employment contracts. Each of these 
agreements provide for the provision of performance 
related cash bonuses and other benefits (which may 
include car allowances, car parking and participation in any 
equity scheme). The major provisions of the agreements 
relating to remuneration are set out below.

Key Management Personnel

Employee

Matthew Rowe

Laurent Toussaint

Graham McGeagh

Narelle Wooden

Andrew Kennedy

Base salary*

Term of agreement

Notice period

478,997

333,997

313,997

293,997

303,997

Five years**

Unspecified

Unspecified

Unspecified

Unspecified

Six months

Three months

Three months

Three months

Three months

*     Excluding superannuation based on FY20 contractual salaries. Refer to pages 32 and 33 for a detailed breakdown  

of the remuneration components paid and expensed.

** Matthew Rowe's agreement commenced on 24 February 2017.

On termination the Executive Director and other Key Management Personnel are entitled to the following benefits:

Resignation

Termination for serious misconduct

On resignation, unless the Board determines otherwise,  
all unvested STI or LTI benefits are forfeited.

Statutory entitlements

Payment of statutory entitlements of long service leave 
and annual leave applies in all events of separation.

Death or total permanent disability

On death or total and permanent disability, the Board has 
discretion to allow all unvested STI and LTI benefits to vest.

The Group may immediately terminate employment at 
any time in the case of serious misconduct, and the CEO 
and other executive KMP will only be entitled to payment 
of total fixed remuneration up to the date of termination. 
On termination without notice by the Group in event of 
serious misconduct: all unvested STI or LTI benefits will 
be forfeited; and any equity instruments provided to the 
employee on vesting of STI and LTI awards that are held  
in trust, will be forfeited.

Post-employment restraints

All KMP are subject to post-employment restraints of up  
to 12 months. 

CountPlus Annual Report 202032

Short term incentive

Short term incentives are in place to reward Executive Key 
Management Personnel for meeting annual performance 
targets set by the Board at the beginning of the reporting 
period. The service and performance criteria used to 
determine the STI for Key Management Personnel is a 
combination of financial metrics, member firm metrics and 
focus, people and community metrics. The determination 
of the STI for each individual KMP against these metrics is 
at the discretion of the CountPlus Board of Directors. The 
STI is set as a percentage of base salary. All STIs awarded 
are recommended by the Committee to the Board for 
approval. As a listed Company, the Directors are mindful 
of shareholder expectations for the Group's performance 
when setting and approving these incentives.

Long term incentive
Executive Key Management Personnel may, at the 
discretion of the Board, be granted Performance Rights, 
which are contractual rights to receive shares in the Group 
if nominated performance milestones are achieved. These 
Performance Rights are designed to align a proportion 
of Executive Key Management Personnel's remuneration 
with shareholder value over the longer term subject to 
the satisfaction of various performance milestones, as 
described on pages 36 to 37 of this report.

Details of remuneration
Remuneration of Key Management Personnel of the Group are set out in the following tables.

Short term benefits

Post-employment 
benefits

Long term 
benefits

Share based 
expense2

Cash salary
and fees

Cash
bonus3

Non-
monetary

Superannuation

Long service 
leave

Rights  
issue

$

$

$

$

$

$

% of Variable 
Remuneration

Total 

$

136,986

82,192

82,192

82,192

–

–

–

–

459,119

117,000

328,164

53,500

308,164

38,548

291,497

44,000

134,422

36,480

1,904,928 289,528

–

–

–

–

–

–

–

–

–

–

13,014

7,808

7,808

7,808

–

–

–

–

–

–

–

–

150,000

90,000

90,000

90,000

0%

0%

0%

0%

21,003

9,006

71,556

677,684

28%

21,003

21,003

21,003

3,049

1,009

14,888

420,604

13,977

382,701

886

10,401

367,787

9,290

3,640

3,675

187,507

129,740

17,590

114,497 2,456,283

16%

14%

15%

21%

2020

Non-Executive Directors

Ray Kellerman

Alison Ledger

Kate Hill

Andrew McGill

Executive Director

Matthew Rowe 

Other Key Management Personnel

Laurent Toussaint 

Graham McGeagh

Narelle Wooden

Andrew Kennedy 1

Total

1 Andrew Kennedy was appointed Chief Advice Officer of Count Financial on 13 January 2020.

2  Represents the value calculated in accordance with AASB 2 Share Based Payment of performance rights granted as part 
of the long term incentive.

3  The STI award date was 27 August 2020.

CountPlus Annual Report 202033

Short term benefits

Post-employment 
benefits

Long term 
benefits

Share based 
expense2

Cash salary
and fees

Cash
bonus4

Non-
monetary

Superannuation

Long service 
leave

Rights 
issue

$

$

$

$

$

$

% of Variable 
Remuneration

Total 

$

91,324

65,000

65,000

65,000

–

–

–

–

423,950

272,650

299,951

64,097

203,833

60,000

173,314

30,000

65,827

–

1,453,199 426,747

–

–

–

–

–

–

–

–

–

–

8,676

6,175

6,175

6,175

20,531

20,531

15,399

13,456

5,653

102,771

–

–

–

–

–

–

–

–

–

–

–

–

–

–

100,000

71,175

71,175

71,175

0%

0%

0%

0%

8,937

726,068

39%

6,538

391,117

6,127

285,359

3,051

219,821

–

71,480

24,653 2,007,370

18%

23%

15%

0%

2019

Non-Executive Directors

Ray Kellerman

Alison Ledger

Kate Hill

Andrew McGill

Executive Director

Matthew Rowe 

Other Key Management Personnel

Laurent Toussaint 

Graham McGeagh 5

Narelle Wooden 6

Mark Chapman 7

Total

4 The STI awarded date was 23 August 2019.

5 Graham McGeagh was appointed as Chief Operating Officer on 1 October 2018.

6 Narelle Wooden was appointed as General Counsel on 19 November 2018 and Company Secretary on 30 November 2018.

7 Mark Chapman resigned as Chief Operating Officer on 8 October 2018.

The table below shows the FY20 and FY19 STI awarded as a percentage of maximum opportunity:

Name

Ray Kellerman

Alison Ledger

Kate Hill

Andrew McGill

Executive Director

Matthew Rowe

Other Key Management Personnel

Laurent Toussaint

Graham McGeagh

Narelle Wooden

Andrew Kennedy

STI awarded as a % of 
maximum opportunity

STI not awarded as a % of 
maximum opportunity

2020

2019

2020

2019

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

47%

67%

53%

33%

50%

38%

47%

56%

100%

100%

100%

–

50%

62%

53%

44%

0%

0%

0%

–

CountPlus Annual Report 202034

Shares held by Key Management Personnel

The number of shares in CountPlus Limited held during the financial year by each Director and other members of Key 
Management Personnel of the Group, including their personally related parties, is set out below:

Ordinary shares

Ray Kellerman

Alison Ledger

Kate Hill

Andrew McGill

Matthew Rowe

Laurent Toussaint

Graham McGeagh

Andrew Kennedy

Total

Balance at the 
start of the year

Received as part  
of remuneration

Additions*

Disposals / other

Balance at the  
end of the year

750,000

10,000

100,000

10,000

884,122

20,000

8,330

–

1,782,452

–

–

–

–

–

–

–

–

–

157,000

–

100,000

–

600,878

–

20,000

10,394

888,272

–

–

–

–

–

–

–

–

–

907,000

10,000

200,000

10,000

1,485,000

20,000

28,330

10,394

2,670,724

* All additions during the year were from on-market purchases.

 No other Key Management Personnel have an interest in CountPlus shares.

Equity plans

CountPlus operates three equity plans for employees: a 
loan funded share plan, an employee loyalty equity plan, 
and a long term incentive plan. The only equity plan that 
includes Key Management Personnel is the long term 
incentive plan.

Long term incentive plan

Performance Rights are issued by the Group to Key 
Management Personnel under its long term incentive  
plan at the discretion of the Board.

The purpose of this incentive plan is to align the 
remuneration of Executive Key Management Personnel 
with shareholder value, while retaining key executives.

This long term incentive plan offers Performance Rights 
in CountPlus subject to the satisfaction of the relevant 
performance milestones, as well as service and other 
conditions, at the relevant vesting date. All equity grants 
are made after the AGM each year. Executives must still 
be employed by CountPlus to be eligible to receive the 
Performance Rights.

CountPlus Annual Report 202035

Current plans in place

See below summary of long term incentive plans and rights issued:

Plan

Grant date

Expiry date

Total performance 
shares granted

Exercised

Forfeited

Total balance  
at end of the year

2019 LTI award

19/11/2019

2018 LTI award

19/11/2018

2017 LTI award

23/11/2017

Total

20/12/2023

20/12/2022

22/11/2020

567,415

386,706

134,693

1,088,814

–

–

–

–

–

–

–

–

567,415

386,706

134,693

1,088,814

Summary of performance rights issued

The table below outlines performance rights granted to each Executive KMP under the individual plans:

Participant

Matthew Rowe*

Laurent Toussaint

Graham McGeagh

Narelle Wooden

Andrew Kennedy

Total

Plan

Performance Rights issued

Fair value per right 
$

Total fair value 
$

2019
2018
2017

2019
2018
2017

2019
2018
2017

2019
2018
2017

2019
2018
2017

358,943
140,182
134,693

633,818

63,939
102,555
–

166,494

60,110
96,110
–

156,220

56,282
47,859
–

104,141

28,141
–
–

28,141

1,088,814

1.0447
0.5850
0.6088

1.0447
0.5850
–

1.0447
0.5850
–

1.0447
0.5850
–

1.0447
–
–

375,000
82,000
82,000

539,000

66,799
59,990
–

126,789

62,799
56,220
–

119,019

58,799
27,995
–

86,794

29,400
–
–

29,400

901,002

* Approval for the issue of the Performance Rights to Matthew Rowe was obtained from shareholders under ASX Listing Rule 10.14.

CountPlus Annual Report 202036

Performance milestones and vesting 
schedule

Each Performance Right is issued by the Group and vests 
into one ordinary share in the Group. Performance Rights 
carry no dividend or voting rights. For Performance Rights 
to vest, the relevant Executive must remain employed or 
engaged by the Group at the relevant vesting date and the 
relevant performance milestones must be satisfied. 

No exercise price is payable by an Executive on vesting 
of a Performance Right. If the minimum set value for 
each performance milestone is not satisfied on particular 
vesting date, the relevant Performance Rights lapse.

The performance hurdles are EPS and ROE performance 
hurdles. These were chosen because the Group believes 
they align with the Group's strategy and shareholder 
interests and best reflect the key financial performance 
metrics of the Group and strike an appropriate balance 
between growth and long term profitability. 

When EPS of 10% to 12.5% or more is generated, tranche  
1 vests on a straight-line basis between 20% and 100%.

When ROE of 9% to 15% or more is generated, tranche  
2 vests on a straight-line basis between 10% and 100%.

Satisfaction of the performance hurdles are determined  
by reference to FY20 Annual Report, which represents  
the best information available in that regard. 

Vesting schedule

Plan

2019

2018

2017

Term

Four years

Four years

Three years

No Performance Rights have vested or been exercised in 
FY20 and no ordinary shares for the Company were issued 
on the vesting or exercise of Performance Rights in FY20.

Diluted EPS Growth Hurdle (50%)

For all current plans on issue the first performance 
milestone is based on whether the Group’s earnings per 
share achieves or exceeds a diluted average earnings 
growth rate as set out below over the consecutive financial 
years of the plan.

Diluted EPS Growth

% of Performance Rights vesting

< 10% per annum

0%

 = or > 10% per annum

20% – 99%

> 12.5% per annum

100%

CountPlus Annual Report 202037

Average ROE Hurdle (50%)

For the 2018 and 2019 plans on issue the second 
performance milestone is based on whether the Group’s 
return on equity meets or exceeds the returns set out 
below over the consecutive financial years of the plan.

Average ROE

% of Performance Rights vesting

< 9% per annum

0%

 = or > 9% per annum

10% – 99%

> 15% per annum

100%

For the 2017 plan on issue the second performance 
milestone is based on whether the Group’s return on 
equity meets or exceeds the returns set out below over the 
consecutive financial years of the plan.

Average ROE

% of Performance Rights vesting

< 12% per annum

0%

 = or > 12% per annum

20% – 99%

> 15% per annum

100%

Where the EPS and ROE performance hurdle is met; the 
relevant hurdle vests on a straight-line basis. 

Other transactions with Key 
Management Personnel

Managing Director and CEO Matthew Rowe is a Director 
and indirect shareholder of My Accounts Pty Ltd ('My 
Accounts'). In FY20 CountPlus used the services of My 
Accounts for which it paid $34,336 (excluding GST). 
CountPlus’ 100% owned subsidiary CountPlus One Pty Ltd 
paid $26,400 (excluding GST) in fees and disbursements 
to My Accounts. CountPlus 85% owned subsidiary 
Count Financial paid $24,600 (excluding GST) in fees 
and disbursements to My Accounts. Mr Rowe did not 
participate or bear any kind of influence in decisions 
relating to transactions with My Accounts.

There are no other transactions which involved the Key 
Management Personnel during the 2020 financial year.

This concludes the remuneration report, which has 
been audited.

CountPlus Annual Report 202038

Indemnity and Insurance of Directors, 
Officers and Auditors

During the financial year, the Group paid a premium in 
respect of a contract to insure the directors and executives 
of the Group against a liability to the extent permitted 
by the Corporations Act 2001. The contract of insurance 
prohibits disclosure of the nature of the liability and the 
amount of the premium.

Environmental regulation

The Group is not subject to any significant environmental 
regulation under Australian Commonwealth or State law.

Non-audit services

Details of the amounts paid or payable to the auditor 
for non-audit services provided during the financial year 
by the auditor are outlined in note 35 to the financial 
statements.

The board, via the Audit and Risk Committee, has a 
formal policy on the provision of auditing and related 
services. Specifically, the external auditor is precluded 
from the provision of any services that might threaten 
its independence or conflict with its assurance and 
compliance role. The policy provides that all non-audit 
services by the external auditor are pre-approved by 
the Chair of the Audit and Risk Committee. Semi-annual 
reports on the provision of auditing and related services 
are provided to the Board through the Audit & Risk 
Committee.

The Directors are satisfied that the provision of non-
audit services during the financial year, by the auditor 
(or by another person or firm on the auditor's behalf), is 
compatible with the general standard of independence  
for auditors imposed by the Corporations Act 2001.

The Directors are of the opinion that the services as 
disclosed in note 35 to the financial statements do 
not compromise the external auditor's independence 
requirements of the Corporations Act 2001 for the 
following reasons:

 Î all non-audit services were pre-approved by the Chair 
of the Audit and Risk Committee with consideration 
given to the nature of the services, the suitability of 
the proposal of the audit firm compared with other 
tenderers and the quantum of fees involved;

 Î all non-audit services have been considered specifically 
to ensure that they do not impact the integrity and 
objectivity of the auditor; and

 Î none of the services undermine the general principles 
relating to auditor independence as set out in APES 
110 Code of Ethics for Professional Accountants issued 
by the Accounting Professional and Ethical Standards 
Board, including reviewing or auditing the auditor's 
own work, acting in a management or decision-making 
capacity for the Group, acting as an advocate for the 
Group or jointly sharing economic risks and rewards.

CountPlus Annual Report 202039

Auditor's independence declaration

Corporate Governance statement

A copy of the auditor's independence declaration as 
required under section 307C of the Corporations Act 2001 
is set out immediately after this Directors' report.

Rounding of amounts

The Group is of a kind referred to in Corporations 
Instrument 2016 / 191, issued by the Australian Securities 
and Investments Commission, relating to 'rounding-off'. 
Amounts in this report have been rounded off in 
accordance with that Corporations Instrument to the 
nearest thousand dollars, or in certain cases, the  
nearest dollar.

The Group's Directors and management are committed to 
conducting the business of the Group in an ethical manner. 
The Group has adopted and has substantially complied 
with the ASX Corporate Governance Principles and 
Recommendations (Fourth Edition) (Recommendations) 
to the extent appropriate to the size and nature of the 
Group's operations. The Group has prepared a statement 
which sets out the corporate governance practices that 
were in operation throughout the financial year for the 
Group, identifies any Recommendations that have not 
been followed, and provides reasons for not following such 
Recommendations (Corporate Governance Statement). 

In accordance with ASX Listing Rules 4.7.4 and 4.10.3,  
the Corporate Governance Statement will be available 
 for review on CountPlus’ website (www.countplus.com.au)  
and will be lodged together with an Appendix 4G with  
ASX while this Annual Report is lodged with ASX. The 
Appendix 4G will identify each Recommendation that 
needs to be reported against by CountPlus and will  
provide shareholders with information as to where  
relevant governance disclosures can be found. The Group's 
corporate governance policies and charters and policies 
are all available on CountPlus’ website.

This report is made in accordance with a resolution of 
Directors, pursuant to section 298(2)(a) of the Corporations 
Act 2001.

On behalf of the Directors,

Ray Kellerman 
Chairman  
Sydney 
28 August 2020

CountPlus Annual Report 202040

Auditor's Independence Declaration

CountPlus Annual Report 2020          Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389  ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.  Liability limited by a scheme approved under Professional Standards Legislation.  www.grantthornton.com.au Level 17, 383 Kent Street Sydney NSW 2000  Correspondence to: Locked Bag Q800 QVB Post Office Sydney NSW 1230  T +61 2 8297 2400 F +61 2 9299 4445 E info.nsw@au.gt.com W www.grantthornton.com.au  Auditor’s Independence Declaration  To the Directors of CountPlus Limited   In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of CountPlus Limited for the year ended 30 June 2020, I declare that, to the best of my knowledge and belief, there have been: a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and b no contraventions of any applicable code of professional conduct in relation to the audit.     Grant Thornton Audit Pty Ltd Chartered Accountants     S M Thomas Partner – Audit & Assurance Sydney, 28 August 2020  Contents

Financial Statements

Corporate Directory 

Consolidated Statement of Profit or Loss and Other Comprehensive Income 

Consolidated Statement of Financial Position  

Consolidated Statement of Changes in Equity  

Consolidated Statement of Cash Flows 

Notes to the Consolidated Financial Statements 

Directors' Declaration 

Independent Auditor’s Report 

41

42

43

44

45

46

47

101

102

CountPlus Annual Report 202042

Corporate Directory

DIRECTORS 

 Ray Kellerman
Chairman

Alison Ledger
Independent Non-Executive Director 

Kate Hill
Independent Non-Executive Director 

Andrew McGill
Independent Non-Executive Director 

CHIEF FINANCIAL OFFICER 

Laurent Toussaint

COMPANY SECRETARY 

Laurent Toussaint

PRINCIPAL REGISTERED 
OFFICE IN AUSTRALIA 

Matthew Rowe
Managing Director and Chief Executive Officer

SHARE REGISTRY 

INDEPENDENT AUDITOR 

SOLICITORS 

BANKER 

STOCK EXCHANGE LISTING 

Narelle Wooden

Company Matters Pty Ltd  
(William Hundy)  
Appointed 30 April 2020

 Level 8
1 Chifley Square 
Sydney NSW 2000 
Telephone +61 2 8218 8778 

 Computershare Investor  
Services Pty Ltd  
Level 3, 60 Carrington Street  
Sydney NSW 2000  
Telephone +61 2 8234 5000

Grant Thornton 
 Level 17, 383 Kent Street  
Sydney NSW 2000  
Telephone +61 2 8297 2400 

Baker McKenzie 
Level 46, Tower One  
International Towers Sydney 
100 Barangaroo Avenue  
Barangaroo NSW 2000  
Telephone +61 2 9225 0200

Thomson Geer Lawyers  
Level 14, 60 Martin Place 
Sydney NSW 2000 
Telephone +61 2 8248 5800

 Westpac Banking 
Corporation

 CountPlus Limited shares 
are listed on the Australian 
Securities Exchange  
(ASX code: CUP)

WEBSITE ADDRESS 

www.countplus.com.au

ABN 

11 126 990 832

CountPlus Annual Report 2020 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the Year Ended 30 June 2020

Revenue from contracts with customers

Other income
Interest income
Gain on disposal of investments, business units and subsidiaries
Gain on bargain purchase

Expenses
Salaries and employee benefits expense
Depreciation expense
Premises expenses
Acquisition related expenses
Amortisation expense
Share based payment expense
Impairment of intangible assets
(Impairment of) / reversal of impairment of receivables
Finance costs
Other operating expenses

Total expenses

Share of net profits of associates accounted for using equity method

Profit before income tax expense
Income tax expense

Profit after income tax expense for the year
Other comprehensive income for the year, net of tax

Total comprehensive income for the year

Profit for the year is attributable to:
Owners of CountPlus Limited
Non-controlling interest

Total comprehensive income for the year is attributable to:
Owners of CountPlus Limited
Non-controlling interest

Basic earnings per share
Diluted earnings per share

Note

5

6

41

7

8

19

9

30

44
44

2020
$’000

82,607 

2,141 
163 
– 
10,952 

(52,748)
(3,964)
(1,621)
(427)
(1,402)
(115)
– 
(528)
(1,108)
(16,664)

(78,577)

2,179 

19,465 
(2,017)

17,448 
(10)

17,438 

15,861 
1,587 

17,448 

15,851 
1,587 

17,438 

Cents

14.30
14.24

43

2019
$’000

68,646 

1,452 
75 
1,000 
–

(47,706)
(847)
(4,324)
(1,840)
(1,440)
8 
(1,060)
103 
(342)
(10,768)

(68,216)

1,553 

4,510 
(1,554)

2,956 
–

2,956 

1,635 
1,321 

2,956 

1,635 
1,321 

2,956 

Cents

1.48
1.48

The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.

CountPlus Annual Report 202044

Consolidated Statement of Financial Position 
As at 30 June 2020

Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Contract assets
Loans and advances
Remediation receivable

Total current assets

Non-current assets
Trade and other receivables
Contract assets
Investments in associates
Property, plant and equipment
Right-of-use assets
Intangible assets
Deferred taxation

Total non-current assets

Total assets

Liabilities

Current liabilities
Trade and other payables
Contract liabilities
Interest bearing loans and borrowings
Lease liabilities
Current tax liabilities
Provisions
Remediation provision
Other liabilities

Total current liabilities

Non-current liabilities
Trade and other payables
Contract liabilities
Interest bearing loans and borrowings
Lease liabilities
Deferred taxation
Provisions
Other liabilities

Total non-current liabilities

Total liabilities

Net assets

Equity
Contributed equity
Reserves
Accumulated losses
Capital and reserves attributable to the owners of CountPlus Limited
Non-controlling interest

Total equity

Note

2020 
$’000

10
11
12
13
15

11
12
19
16
17
18
14

20
21
22
23
14
25
26
24

20
21
22
23
14
25
24

27
28
29

30

25,842 
19,711 
14,730 
424 
195,000 

255,707 

245 
25,673 
17,629 
4,078 
13,950 
36,741 
– 

98,316 

354,023 

13,633 
12,925 
3,359 
3,321 
1,278 
6,002 
195,030 
925 

236,473 

40 
24,158 
1,372 
12,041 
215 
1,010 
602 

39,438 

275,911 

78,112 

123,065 
(47,913)
(6,435)
68,717 
9,395 

78,112 

2019 
$’000

10,258 
11,909 
3,522 
19 
– 

25,708 

672 
– 
13,607 
3,697 
– 
33,173 
550 

51,699 

77,407 

5,785 
916 
527 
– 
336 
5,001 
51 
383 

12,999 

108 
– 
1,228 
– 
– 
1,130 
601 

3,067 

16,066 

61,341 

121,583 
(47,062)
(19,412)
55,109 
6,232 

61,341 

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.

CountPlus Annual Report 2020 
 
Consolidated Statement of Changes in Equity 
For the Year Ended 30 June 2020

45

Issued  
Capital
$’000

Treasury 
Shares*
$’000

Share Based 
Payment 
Reserve
$’000

Acquisition 
Reserve
$’000

Foreign Currency 
Translation 
Reserve
$’000

Accumulated  
Losses
$’000

Non-controlling 
interests (NCI)
$’000

Total  
equity
$’000

Total
$’000

Balance at 1 July 2019
Adoption of AASB 16 Leases***

126,566

(4,983)

1,486

(48,548)

–

–

–

–

Balance at 1 July 2019 – 
restated

Profit after income tax  
expense for the year

Other comprehensive income 
for the year, net of tax

Total comprehensive  
income for the year

Transactions with owners  
in their capacity as owners

Transactions with non-
controlling interests (NCI)

Share-based payments for  
long term incentives ('LTI')

Transfer of treasury shares

Reallocation of employee  
share reserve

Dividends paid (note 31)**

126,566

(4,983)

1,486

(48,548)

–

–

–

–

–

–

–

–

–

–

–

–

–

1,482

–

–

–

–

–

–

115

(376)

(580)

–

–

–

–

–

–

–

–

–

–

–

–

–

(19,412)

55,109

6,232

61,341

(1,075)

(1,075)

–

(1,075)

(20,487)

54,034

6,232 60,266

15,861

15,861

1,587

17,448

(10)

–

(10)

–

(10)

(10)

15,861 15,851

1,587 17,438

–

–

–

–

–

117

–

–

580

117

115

1,106

–

2,365

2,482

–

–

–

115

1,106

–

(2,506)

(2,506)

(789)

(3,295)

Balance at 30 June 2020

126,566

(3,501)

645

(48,548)

(10)

(6,435) 68,717

9,395 78,112

Issued  
Capital
$’000

Treasury  
Shares*
$’000

Share Based  
Payment Reserve
$’000

Acquisition 
Reserve
$’000

Accumulated  
Losses
$’000

Non-controlling 
interests (NCI)
$’000

Total  
equity
$’000

Total
$’000 

126,566

(4,983)

1,494

(52,857)

(15,439)

54,781

6,007

60,788

Balance at 1 July 2018

Profit after income tax  
expense for the year

Other comprehensive income  
for the year, net of tax

Total comprehensive  
income for the year

Transactions with owners  
in their capacity as owners

Transactions with non-
controlling interests (NCI)

Share-based payments for  
long term incentives ('LTI')

Transfer to accumulated losses^

Dividends paid (note 31)**

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

(8)

–

–

–

–

–

–

–

1,635

1,635

1,321

2,956

–

–

–

–

1,635

1,635

1,321

2,956

–

–

–

(8)

4,309

–

(3,350)

(2,258)

959

(2,258)

(161)

(161)

–

–

(8)

959

(935)

(3,193)

Balance at 30 June 2019

126,566

(4,983)

1,486

(48,548)

(19,412)

55,109

6,232

61,341

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

*   

 The Group has formed a trust to administer a Loan Funded Share Plan. Shares held by the trust are disclosed as Treasury Shares  
and deducted from contributed equity.

**   This amount includes the dividends applied to the Loan Funded Share Plan.

***  Refer to note 2 for adoption of AASB 16 Leases.

^   Transfer of Acquisition Reserve to Accumulated Losses for firms disposed.

CountPlus Annual Report 202046

Consolidated Statement of Cash Flows
For the Year Ended 30 June 2020

Cash flows from operating activities
Receipts from customers (inclusive of goods and services tax)
Payments to suppliers and employees (inclusive of goods and services tax)

Note

Interest received
Interest paid
Income taxes paid (net)

Net cash inflow from operating activities

43

Cash flows from investing activities
Proceeds from sales under the Owner, Driver – Partner model
Proceeds received in advance for sales under Owner, Driver – Partner model
Proceeds from sale of property, plant and equipment and business units
Purchase of equipment and other non-current assets
Dividends/distribution received from associates
Cash acquired from acquisition of subsidiary, net of cash paid
Payment for completion adjustment of acquisition of subsidiary
Payments for acquisition of associates
Purchase of shares under Owner, Driver – Partner model
Purchase of business assets
Payment for deferred consideration on acquisition of controlled entities and associates

41
39 / 41

24

Net cash inflow / (used) in investing activities

Cash flows from financing activities
Proceeds from borrowings
Repayment of borrowings
Proceeds from Loan Funded Share Plan
Repayment of lease liability AASB 16
Payment of dividends to equity holders
Payment of dividends by controlled subsidiaries to non-controlling interests

Net cash outflow from financing activities

Net increase / (decrease) in cash and cash equivalents held
Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of the period

10

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

2020
$’000

152,786
(137,759)

15,027
143
(1,108)
(1,625)

12,437

357
452
13
(1,785)
1,596
32,699
(24,286)
(2,988)
(128)
(819)
(206)

4,905

3,741
(385)
1,104
(2,923)
(2,506)
(789)

(1,758)

15,584
10,258

25,842

2019
$’000

109,477 
(101,810)

7,667 
75 
(342)
(1,451)

5,949 

–
–
1,169
(957)
757
–
(919)
(3,722)
–
–
(370)

(4,042)

1,168 
(622)
–
–
(2,258)
(935)

(2,647)

(740)
10,998

10,258

CountPlus Annual Report 2020Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

47

1 

General information

CountPlus Limited (‘the Company’) is a listed public company limited by shares, incorporated and domiciled in Australia, whose shares  
are publicly traded on the Australian Securities Exchange ('ASX'). The consolidated financial report for the year ended 30 June 2020 (‘the 
financial report’) comprises the parent and its controlled entities (‘the Group’). CountPlus Limited is the ultimate parent entity in the Group.

The Group's core business is to collaborate with leading accounting and advice firms for the long term success of the clients, people  
and share holders by the way of shared values, mutual success and sense of community.

The financial statements were authorised for issue, in accordance with a resolution of Directors, on 28 August 2020.

2 

Summary of significant accounting policies

The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been 
consistently applied to all the years presented, unless otherwise stated. The financial statements are for the Group / Consolidated entity 
consisting of CountPlus Limited and its subsidiaries.

Basis of preparation 

These consolidated general-purpose financial statements have been prepared in accordance with Australian Accounting Standards, 
Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the 
Corporations Act 2001. CountPlus Limited is a for-profit entity for the purpose of preparing the financial statements.

Both the functional and presentation currency of CountPlus Limited and its subsidiaries is Australian dollars (A$) and the financial  
report is presented in Australian dollars (A$). In accordance with ASIC Corporations (Rounding in Financial / Directors' Reports) 
Instrument 2016 / 191, amounts in the financial report are rounded off to the nearest thousand dollars unless otherwise indicated.

Compliance with IFRS

These consolidated financial statements of the Group also comply with International Financial Reporting Standards as issued by the 
International Accounting Standards Board (IASB).

Critical accounting estimates and judgements

The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise  
its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, 
or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3.

Historical cost convention

The Consolidated financial statements have been prepared on an accrual basis and are based on historical costs modified by the revaluation 
of certain financial assets and financial liabilities for which the fair value basis of accounting has been applied.

Changes to presentation

Wherever necessary, CountPlus Limited has regrouped and reclassified certain balances in the financial statements in order to provide more 
relevant information to our stakeholders. The comparative information has been reclassified accordingly. These reclassifications do not have 
any impact on the profit for the current year or prior year.

Parent entity information

In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary information 
about the parent entity is disclosed in note 46.

Going concern

The consolidated financial statements have been prepared on a going concern basis, which contemplates the continuity of normal 
operations and the realisation of assets and discharges of liabilities in the ordinary course of business.

At 30 June 2020, the Group had a net current assets of $19,234,000 (current assets less current liabilities) and net cash of $21,111,000 (cash 
and cash equivalents less interest bearing liabilities). Furthermore, the impacts of the COVID-19 has had minimal adverse financial impact 
on the CountPlus business in the year ended 30 June 2020, given the continued demand for accounting and financial services and given the 
support provided by the Australian Government. Note that CountPlus’ clientele is comprised of small, Australian-based businesses from a 
broad cross section of industries. Going forward, the Group is unable to determine if COVID-19 will have a material impact to its operations. 
The Group is managing the downside risk presented by COVID-19 via tight management of costs, a focus on working capital management 
and targeted deployment of capital and resources.

CountPlus Annual Report 202048

Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

New or amended Accounting Standards and Interpretations adopted

The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting 
Standards Board ('AASB') that are mandatory for the current reporting period.

Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance  
or position of the Group.

The following Accounting Standards and Interpretations are most relevant to the Group:

AASB 16 Leases

The consolidated entity has adopted AASB 16 from 1 July 2019. The standard replaces AASB 117 Leases.

The adoption of this new Standard has resulted in the Group recognising a right-of-use asset and related lease liability in connection with  
all former operating leases except for those identified as low-value or having a remaining lease term of less than 12 months from the date  
of initial application.

The new Standard has been applied using the modified retrospective approach, with the cumulative effect of adopting AASB 16 being 
recognised in equity as an adjustment to the opening balance of retained earnings for the current period. Prior periods have not been 
restated.

The Group has elected not to include initial direct costs in the measurement of the right-of-use asset for operating leases in existence at the 
date of initial application of AASB 16, being 1 July 2019. 

Instead of performing an impairment review on the right-of-use assets at the date of initial application, the Group has relied on its historic 
assessment as to whether leases were onerous immediately before the date of initial application of AASB 16.

On transition, for leases previously accounted for as operating leases with a remaining lease term of less than 12 months and for leases of 
low-value assets the Group has applied the optional exemptions to not recognise right-of-use assets but to account for the lease expense  
on a straight-line basis over the remaining lease term.

On transition to AASB 16 the weighted average incremental borrowing rate applied to lease liabilities recognised under AASB 16 was 4.5%.

The Group has benefited from the use of hindsight for determining the lease term when considering options to extend and terminate leases.

The adoption of the standard has had the following impact on the Group at 1 July 2019:

Right-of-use assets (AASB 16)
Net investment in sublease (AASB 16)
Lease liabilities – current (AASB 16)
Lease liabilities – non-current (AASB 16)
Transfer of make good assets from property, plant and equipment
Transfer of lease incentive received from other liabilities
Deferred tax asset recognised at 1 July 2019

Net impact on accumulated losses at 1 July 2019

Reconciliation from operating lease commitments disclosure at 30 June 2019 to the operating lease liability at 1 July 2019
Operating lease commitments as at 30 June 2019 (AASB 117)
Adding the effects of extension and termination options
Discounted using the lessee's incremental borrowing rate at the date of initial application (4.5%)

Lease liability recognised at 1 July 2019

1 July 2019
$’000

11,151
347
(3,138)
(9,761)
(232)
121
437

(1,075)

1 July 2019
$’000

7,911
7,146
(2,158)

12,899

CountPlus Annual Report 2020Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

49

Adoption of interpretations and amendments to existing standards

AASB Interpretation 23 Uncertainty over Income Tax Treatments (Interpretation 23)

Interpretation 23 clarifies the application of the recognition and measurement criteria in AASB 12 Income taxes where there is uncertainty 
over income tax treatments. It requires an assessment of each uncertain tax position to determine whether it is probable that a taxation 
authority will accept the position. Where it is not considered probable, the effect of the uncertainty will be reflected in determining the 
relevant taxable profit or loss, tax bases, unused tax credits or tax rates. The amount will be determined as either the single most likely 
amount or the sum of the probability weighted amounts in a range of possible outcomes, whichever better predicts the resolution of 
the uncertainty. Judgements will be reassessed as and when new facts and circumstances are presented. The previous recognition and 
measurement requirements applied by the Group are aligned with Interpretation 23 and hence no transition adjustment to retained  
income was required.

Accounting standards and interpretations issued but not yet effective

The AASB has issued new and amended Accounting Standards and Interpretations that have mandatory application dates for future 
reporting periods. The Consolidated entity has decided against early adoption of these standards. Set out below is a summary of future 
requirements, and their impact on the Consolidated entity:

AASB 101 Presentation of financial statements has been amended to clarify that a liability is classified as non-current if an entity has 
the right at the end if the reporting period to defer settlement of the liability for at least 12 months after the reporting period, and such 
right has substance. The amendments also clarify that settlement of a liability refers to a transfer to the counterparty that results in the 
extinguishment of the liability. The amendments are effective for the Group from 1 July 2020.

Principles of consolidation

Subsidiaries

The consolidated financial statements incorporate the assets and liabilities of CountPlus Limited and its subsidiaries as at 30 June 2020 and 
the results of CountPlus Limited and its subsidiaries for the year then ended. CountPlus Limited and its subsidiaries together are referred  
to in these financial statements as (‘the Group’).

Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights 
to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities  
of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from 
the date that control ceases.

Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. Unrealised losses 
are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries 
have been changed where necessary to ensure consistency with the policies adopted by the Group.

The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the  
loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value  
of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent.

Non-controlling interest in the results and equity of subsidiaries are shown separately in the Statement of Profit or Loss and Other 
Comprehensive Income, Statement of Financial Position and Statement of Changes in Equity of the Group.

Investments in subsidiaries are accounted for at cost in the financial statements of CountPlus Limited less any impairment charges.

Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest 
in the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises the fair value of the 
consideration received and the fair value of any investment retained together with any gain or loss in profit or loss.

Associates

Associates are all entities over which the Group has significant influence but not control or joint control, generally accompanying a 
shareholding of between 20% and 50% of the voting rights. Significant influence is the power to participate in the financial and operating 
policy decisions of the investee but is not control or joint control over those policies.

Investments in associates are accounted for using the equity method of accounting, after initially being recognised at cost.

The Group's share of its associates' post acquisition profits or losses is recognised in profit or loss and its share of post-acquisition other 
comprehensive income, is recognised in Other Comprehensive Income. The cumulative post acquisition movements are adjusted against 
the carrying amount of the investment. Dividends from associates are recognised as reduction in the carrying amount of the investment.

When the Group's share of losses in an associate equal or exceeds its interest in the associate, including any other unsecured long term 
receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.

Employee share trust

The Group has formed a trust to administer the Group's Loan Funded Share Plan. This trust is consolidated as the substance of the 
relationship is that the trust is controlled by the Group.

Shares held by the trust are disclosed as Treasury Shares and are deducted from contributed equity.

CountPlus Annual Report 202050

Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

Foreign currency translation

The financial statements are presented in Australian dollars, which is CountPlus Limited's functional and presentation currency.

Foreign currency transactions

Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the transactions. 
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end 
exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Foreign operations

The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting date. The 
revenues and expenses of foreign operations are translated into Australian dollars using the average exchange rates, which approximate 
the rates at the dates of the transactions, for the period. All resulting foreign exchange differences are recognised in other comprehensive 
income through the foreign currency reserve in equity.

The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.

Financial Instruments

Recognition, initial measurement and derecognition

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial 
instrument, and are measured initially at fair value adjusted by transactions costs, except for those carried at fair value through profit or loss, 
which are measured initially at fair value. Subsequent measurement of financial assets and financial liabilities are described below.

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset 
and all substantial risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled  
or expires.

Classification and subsequent measurement of financial assets

Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price  
in accordance with AASB 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable).

For the purpose of subsequent measurement, financial assets other than those designated and effective as hedging instruments are 
classified into the following categories upon initial recognition:

 Î
 Î

amortised cost; or

fair value through profit or loss (FVPL).

All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income  
or other financial items, except for impairment of trade receivables which is presented within other expenses.

Classifications are determined by both:

 Î
 Î

the entities business model for managing the financial asset; and

the contractual cash flow characteristics of the financial assets.

Financial assets at amortised cost

Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVPL):

 Î

 Î

they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows; and

the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal 
amount outstanding.

After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect 
of discounting is immaterial. The Group’s cash and cash equivalents, trade and most other receivables fall into this category of financial 
instruments.

Financial assets at fair value through profit or loss (FVPL)

Financial assets that are held within a different business model other than ‘hold to collect’ or ‘hold to collect and sell’ are categorised at fair 
value through profit or loss. Further, irrespective of business model financial assets whose contractual cash flows are not solely payments  
of principal and interest are accounted for at FVPL.

CountPlus Annual Report 2020Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

51

Impairment of financial assets

AASB 9’s impairment requirements use more forward looking information to recognise expected credit losses – the ‘expected credit losses 
model’. Instruments within the scope of the new requirements included loans and other debt-type financial assets measured at amortised 
cost and FVOCI, trade receivables, contract assets recognised and measured under AASB 15 and loan commitments and some financial 
guarantee contracts (for the issuer) that are not measured at fair value through profit or loss.

The Group considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, 
current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument. 

In applying this forward-looking approach, a distinction is made between:

 Î

 Î

financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk (‘Stage 1’); 
and

financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low (‘Stage 2’).

‘Stage 3’ would cover financial assets that have objective evidence of impairment at the reporting date.

‘12-month expected credit losses’ are recognised for the first category while ‘lifetime expected credit losses’ are recognised for the second 
category.

Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of the 
financial instrument.

Trade and other receivables and contract assets

The Group makes use of a simplified approach in accounting for trade and other receivables as well as contract assets and records the 
loss allowance at the amount equal to the expected lifetime credit losses. In using this practical expedient, the Group uses its historical 
experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix.

The Group assesses impairment of trade receivables on a collective basis as they possess credit risk characteristics based on the days  
past due.

Classification and measurement of financial liabilities

The Group’s financial liabilities include borrowings, trade and other payables, contract liabilities and other liabilities. Financial liabilities are 
initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated a financial liability at fair 
value through profit or loss.

Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for financial liabilities 
designated at FVPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss.

All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included within 
finance costs or finance income.

Current and non-current classification

Assets and liabilities are presented in the Statement of Financial Position based on current and non-current classification.

An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group's normal operating 
cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is 
cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. 
All other assets are classified as non-current.

A liability is classified as current when: it is either expected to be settled in the Group's normal operating cycle; it is held primarily for 
the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the 
settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.

Deferred tax assets and liabilities are always classified as non-current.

Right-of-use assets

A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the 
initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of 
any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs 
expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset.

Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, 
whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the lease term, the depreciation  
is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities.

The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short term leases with terms of 12 months  
or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.

CountPlus Annual Report 202052

Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

Lease liabilities

A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease 
payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily 
determined, the Group's incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, 
variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a 
purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease 
payments that do not depend on an index or a rate are expensed in the period in which they are incurred.

Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a 
change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of 
a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of use 
asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.

Dividends

Dividends are recognised when declared during the financial year.

Goods and Services Tax ('GST') and other similar taxes

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax 
authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or 
payable to, the tax authority is included in other receivables or other payables in the Statement of Financial Position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are 
recoverable from, or payable to the tax authority, are presented as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.

Rounding of amounts

The Group is of a kind referred to in Corporations Instrument 2016 / 191, issued by the Australian Securities and Investments Commission, 
relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest 
thousand dollars, or in certain cases, the nearest dollar.

Comparatives

The significant accounting policies adopted in the preparation of the financial statements have been consistently applied to the current year 
and the comparative period, unless otherwise stated. Where necessary, comparative information has been reclassified to be consistent with 
current period disclosures.

3 

Critical accounting judgements, estimates and assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported 
amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, 
contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and 
on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The 
resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions 
that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) 
within the next financial year are discussed below.

Impairment

At each reporting date, the Group reviews the recoverable amount of its tangible and intangible assets to determine whether there is any 
indication that these assets may be impaired. If such an indication exists, the recoverable amount of the asset, assessed as the higher of its 
fair value less costs to sell and its value in use, is compared to its current carrying amount. Any excess of the asset’s carrying value over its 
recoverable amount is expensed in the Statement of Profit or Loss and Other Comperhensive Income.

The Group determines whether goodwill is impaired at least on an annual basis. This requires estimation of the recoverable amount of the 
cash generating unit ('CGU') by determining the value in use of each individual CGU.

The following key assumptions are used in determining the value in use calculation for each CGU:

 Î Revenue growth;
 Î Employment expense ratio;
 Î EBITA margin;
 Î Discount rates; and
 Î

Long term growth rate (terminal rate).

CountPlus Annual Report 2020Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

53

Acquired client relationships are tested for impairment whenever there is an indication that the intangible asset may be impaired. This 
assessment is made at least on an annual basis. The net carrying value is compared with the expected future benefits from the relationships 
for each cash generating unit. If the carrying value of the relationships is higher than the expected future benefits an impairment loss is 
recorded for the difference.

Allowance for expected credit losses of receivables

Where receivables are outstanding beyond the normal trading terms, the recovery likelihood of these receivables is assessed and reviewed 
by management. Outstanding debts that are deemed to be uncollectable are written off when identified. Historical experience and 
information of the Group's client base are considered when determining the allowance for expected credit losses.

The allowance for expected credit loss of receivables includes assumptions about risk of default and expected loss rates; management 
judgement is applied in determining these rates.

Allowance for expected credit losses of contract assets

The recoverability of contract assets are assessed and reviewed by management on a regular basis. Any amounts in excess of net recoverable 
value are written off when identified. Historical experience and information of the Group’s client base are considered when determining the 
allowance for expected credit losses.

Remediation provision

The key accounting judgements and estimates used in calculating the remediation provision include, the value of ongoing service fees 
charged, the number of years in which issues have occurred, the refund rate, the interest calculation methodology and the value below 
which fee refunds will be made without investigation. The key assumptions reflected in the remediation provision are subject to a high 
degree of uncertainty. The key assumptions will become clearer over time as the remediation program obtains greater insight into the actual 
quantum of the issues identified.

The value of ongoing service fees charged has been estimated using Count Financial’s books and records and the books and records of 
third-party product providers where relevant; the population of impacted customers is subject to some uncertainty and is yet to be finalised.

The refund rate has been estimated by reference to testing conducted on a small sample of client cases. The refund rate is subject to change 
as actual refund rate data (incurred by Count Financial) becomes available.

The interest calculation methodology that has been applied is based on a rate equivalent to the RBA cash rate plus 6% compounded 
monthly. This methodology is subject to change.

Some customers may be remediated without investigation where the combined value of the refund and the interest is below a certain 
amount, however this is dependent on the availability of underlying customer records. This is subject to change.

Contingent consideration

Some acquisitions involve the payment of contingent consideration to vendors. This consideration is determined based on a multiple of 
actual earnings over a fixed period and is dependent on revenue or client retention. Consideration payable to the vendors in relation to 
acquisitions is recognised at fair value based on expected financial performance over the applicable future financial years. The component 
of contingent consideration not expected to be settled within 12 months after the end of the reporting period is measured as the present 
value of expected future payments to be made in respect of this contingent consideration, using a risk adjusted discount rate.

Lease make good provision

A provision has been made for the present value of anticipated costs for future restoration of leased premises. The provision includes future 
cost estimates associated with closure of the premises. The calculation of this provision requires assumptions such as application of closure 
dates and cost estimates. The provision recognised for each site is periodically reviewed and updated based on the facts and circumstances 
available at the time. Changes to the estimated future costs for sites are recognised in the Statement of Financial Position by adjusting the 
asset and the provision. Reductions in the provision that exceed the carrying amount of the asset will be recognised in profit or loss.

Deferred taxes

The Consolidated entity is subject to taxes in Australia. The application of tax law to the specific circumstances and transactions of the 
Consolidated entity requires the exercise of judgement by management. The tax treatments adopted by management in preparing the 
financial statements may be impacted by changes in legislation and interpretations or be subject to challenge by tax authorities.

Deferred tax assets are recognised for deductible temporary differences only if the Group considers it is probable that future taxable 
amounts will be available to utilise those temporary differences and losses.

In addition, CountPlus has recognised a deferred tax asset on tax capital losses. CountPlus plans to continue with the successful Owner, 
Driver – Partner model which is expected to result in transactions with core firms over the next two to three years. A consequence of these 
transactions is likely to create taxable capital gains. The envisaged structure of most of the transactions, being share sale transactions, are 
subject to predefined financial hurdles being met by firms. Both the structure of the transactions and the potential increase in value in the 
firms are likely to give rise to taxable capital gains which the Group has concluded will result in the deferred tax assets being utilised in the 
foreseeable future.

CountPlus Annual Report 202054

Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

AASB 16 Leases

Lease term

Where lease arrangements contain options to extend the term or terminate the contract, the Group assesses whether it is ‘reasonably 
certain’ that the option to extend or terminate the contract will be made. Consideration is given to the prevalence of other contractual 
arrangements and or the economic circumstances relevant to the lease contract, that may indicate the likelihood of the option being 
exercised. Lease liabilities and Right of Use assets are measured using the reasonably certain contract term.

Lease discount rates

The discount rate applicable to a lease arrangement is determined at the inception of the contract or when certain modifications are made 
to the contract. The discount rate applied is the rate implicit in the arrangement, or if unknown, the Group’s incremental borrowing rate. 
The incremental borrowing rate is determined with reference to the Group’s borrowing portfolio at the inception of the arrangement or the 
time of the modification and the amount and nature of the lease arrangement. If the arrangement relates to a specialised asset, incremental 
project financing assumptions are considered. 

Ongoing insurance trail commissions receivable

The key assumptions underlying the ongoing insurance trail commission asset include the remaining life of the product and the likely 
run off of products over time. It has been assumed that the insurance policies have a remaining life of five years and that 20% of policies 
are cancelled at the end of each year. These assumptions are subject to change depending on the actual experience of the insurance 
arrangements over time.

Ongoing insurance trail commission payable

The key assumptions underlying the ongoing insurance trail commission liability are the remaining life of the insurance products, the likely 
run off of products over time and the adviser payout ratio.

It has been estimated that the insurance policies have a remaining life of five years and that 20% of policies are cancelled at the end of each 
year. These assumptions are subject to change depending on the actual experience of the insurance arrangements over time.

In respect of the adviser payout ratio, it has been estimated that 93% of ongoing insurance trail commission is paid to aligned advisers.  
This is subject to change if Count Financial’s adviser pricing changes or if the average payout ratio changes across the portfolio; this may 
occur given the tiered pricing model applicable to aligned advisers.

4 

Operating segments

Identification of reportable operating segments

The consolidated entity is organised into four operating segments. These operating segments are based on the internal reports that are 
reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers ('CODM')) in assessing performance 
and in determining the allocation of resources. There is no aggregation of operating segments.

 Î Accounting 

 which comprises the provision of accounting, audit and assurance, taxation, and business and corporate 
advisory services.

 Î Financial planning 

 which comprises of financial planning services offered by member firms.

 Î Financial services  

which comprises of financial planning services provided by Australian Financial Services licence (AFSL) holders.

 Î Other 

 which mainly comprises of information technology related revenue, legal related revenue, conference and 
insurance related revenue.

The CODM reviews contribution margin (revenue less salaries and superannuation) to assess the performance of the operating segments. 
The accounting policies adopted for internal reporting to the CODM are consistent with those adopted in the financial statements.

No segment assets and liabilities are disclosed because there is no measure of segment assets and liabilities regularly reported to the CODM.

The information reported to the CODM is on a monthly basis.

CountPlus Annual Report 2020Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

Operating segment information

2020

Accounting

Financial
planning

Financial 
services

Revenue from contracts with customers ($'000)
Segment contribution ($'000)
Segment contribution margin %

51,975
24,012
46%

11,779
5,742
49%

12,515
7,739
62%

2019

Accounting

Financial
planning

Financial
services

Revenue from contracts with customers ($'000)
Segment contribution ($'000)
Segment contribution margin %

50,714
22,751
45%

11,718
5,506
47%

3,900
2,189
56%

Reconciliation of segment contribution margin to profit from operations before income tax:

Total contribution margin
Other income and interest income
Share of net profit of associates
Gain on bargain purchase
Amortisation and depreciation expense
Finance costs
Premises expenses
Impairment of goodwill
Other costs

Profit from operations before income tax

55

Other

6,338
55
1%

Other

2,314
1,120
48%

2020
$’000

37,548 
2,304 
2,179 
10,952 
(5,366)
(1,108)
(1,621)
– 
(25,423)

19,465

Total

82,607
37,548
45%

Total

68,646
31,566
46%

2019
$’000

31,566 
2,527 
1,553 
– 
(2,287)
(342)
(4,324)
(1,060)
(23,123)

4,510 

The segment revenue described above represents revenue generated from external customers.

Other costs include $12,674,000 (2019: $10,702,000) of salaries and employee benefit expense that are not included in contribution margin. 

5 

Revenue from contracts with customers

Accounting services revenue
Financial planning revenue
Financial services revenue
Other operating revenue

Revenue from contracts with customers

Disaggregation of revenue

The disaggregation of revenue from contracts with customers is as follows:

Timing of revenue recognition
Transferred at a point in time
Transferred over time

2020
$’000

51,975 
11,779
12,515
6,338 

82,607 

2020
$’000

30,632
51,975

82,607 

2019
$’000

50,714 
11,718
3,900 
2,314 

68,646 

2019
$’000

17,932 
50,714 

68,646 

CountPlus Annual Report 202056

Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

Financial planning revenue

Financial planning revenue includes commissions and fees generated by CountPlus firms from financial advice services provided to clients.

Financial services revenue

Financial services revenue includes revenue generated from services performed by authorised representatives of Count Financial and Total 
Financial Solutions Australia Limited (TFS) (both Australian Financial Services Licence holders) and product margin rebates that are paid 
by product providers to TFS and Count Financial. Count Financial and TFS are considered to be acting as agent under the requirements of 
AASB 15 Revenue from Contracts with Customers. Fees, commissions and related costs are deducted from the gross number to obtain the 
reported net revenue figure as disclosed in the Consolidated Statement of Profit or Loss and Other Comprehensive Income.

Significant accounting policy

Revenue recognition

To determine whether to recognise revenue, the Group follows a five-step process:

1 

2 

Identifying the contract with a customer;

Identifying the performance obligations;

3  Determining the transaction price;

4  Allocating the transaction price to the performance obligations; and

5  Recognising revenue when / as performance obligation(s) are satisfied.

The Group often enters into transactions involving a range of the Group's products and services, for accounting and financial planning 
services. In all cases, the total fee charged for an engagement is allocated amongst the various performance obligations based on their 
relative stand-alone fees. The fee charged for an engagement excludes any amounts collected on behalf of third parties. Revenue is 
recognised either at a point in time or over time, when (or as) the Group satisfies performance obligations by transferring the promised 
services to its customers.

Performance obligations for accounting, financial planning and financial services revenue

The Group’s contracts comprise performance obligations around completing client deliverables in line with engagement letter terms or 
contractual agreements. Under AASB 15, the Group must evaluate the separability of the promised services based on whether they are 
‘distinct’. A promised service is ‘distinct’ if both:

 Î
 Î

the customer benefits from the item either on its own or together with other readily available resources; and

it is ‘separately identifiable’ (i.e. the Group does not provide a significant service integrating, modifying or customising it).

Accounting services revenue

Accounting services revenue is recognised over a period of time. Accounting revenue from the provision of accounting services is recognised 
on an accrual basis in the period in which the service is provided, based on time spent and performance obligations satisfied. Any amounts 
unbilled at the end of the reporting period are presented in the Statement of Financial Position as contract assets. Recognition is in 
accordance with the terms of the client services agreement or engagement letter, adjusted for any time that may not be recoverable with 
reference to the professional hours incurred. Client engagement letter gives an enforceable right to payment for performance completed 
to date, including a reasonable margin if the contract is terminated by the customer for reasons other than CountPlus' failure to perform as 
promised.

Financial planning revenue

Financial planning revenue is recognised at a point in time. Financial planning revenue from the provision of financial planning services, loan 
commission and leasing commission is recognised at a point in time in the period in which the service is provided.

Financial services revenue

Financial services revenue is measured at the fair value of the consideration received or receivable.

Financial services revenue is recognised when the amount of revenue can be reliably measured, it is probable that future economic benefits 
will flow to the Group, and specific criteria have been met for each of the Group’s activities as described below.

(i) 

Fee income – ongoing service fees

Service fees are received from end customers for ongoing advice services which are available to a client over a 12 month period. The 
performance obligation is to provide advice services to the customer throughout the period, as well as the continuous administration and 
maintenance of the end customers’ portfolios. Income is recognised on an annual basis in accordance with rates specified in agreements 
with franchisees and product providers. These fees are recognised and charged over the length of the service.

(ii) 

Rebate income

Rebate income is an incentive bonus received from various product providers based on the achievement of new business written targets 
outlined in an agreement. The frequency of settlement varies by counterparty. Income is recognised in accordance with these agreements. 
These fees are recognised and charged when the related service is completed which is typically at the time of the transaction.

CountPlus Annual Report 2020Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

57

(iii) 

Commission income

Commission income is received for the referral services which triggered a successful referral of a customer into a product where the 
customer has renewed the product for a second/subsequent year.

The net present value of future trail commissions is recognised at the start of a contract when the performance obligation has been met, 
typically when a customer is introduced to a new product.

For investment referral services, the Group is unable to forecast the trail commission revenue in line with the highly probable test in AASB 15. 
Therefore trail commission revenue on investment referral balances are recognised when received or paid.

(iv) 

Adviser fees

Adviser fees are received from financial advisers for financial advice licensee services which are provided on an ongoing basis. The performance 
obligation is to provide advisers with an authority to trade, to provide training services and financial advice support. Income is recognised 
over time in accordance with rates specified in agreements with advisers.

Interest revenue is recognised when there is control of the right to receive the interest payment.

Dividends received from associates are accounted for in accordance with the equity method of accounting. Other revenue is recognised 
when the right to receive payment is established.

All revenue is stated net of the amount of goods and services tax (GST).

6 

Other income

Government grants – COVID-19
Other income
Gain on lease modification

Other income

Government grants

2020
$’000

1,549
440
152 

2,141 

2019
$’000

–
1,452 
– 

1,452 

Grants from the government are recognised at their fair value where there is reasonable assurance that the grant will be received and the 
Group will comply with all attached conditions. Grants that compensate the Group for expenses incurred are recognised in other income in 
the Consolidated Statement of Profit or Loss and Other Comprehensive Income on a systematic basis in which the expenses are recognised.

Other income

Other income in the prior year includes $1,000,000 in relation to a gain on disposal of the Privilege model, a separately managed  
account platform.

7 

Salaries and employee benefits expense

Wages, salaries and on-costs
Post-employment benefits expenses
Other employee benefit expenses

2020
$’000

43,402 
3,771 
5,575 

52,748 

2019
$’000

39,450 
3,545 
4,711 

47,706 

CountPlus Annual Report 202058

Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

8 

Other operating expenses

Audit fees
Legal fees
Accounting and other professional fees
Sales and marketing expenses
Administration expenses
Insurance expense
Technology expense
Net (gain) / loss on disposal of property, plant and equipment
Count Financial transition expenses
Other

9 

Income tax expense

Income tax expense
Current tax
Deferred tax – origination and reversal of temporary differences
Over provision

Aggregate income tax expense

Deferred tax included in income tax expense comprises:
(Decrease) / increase in deferred tax assets
Increase / (decrease) in deferred tax liabilities

Deferred tax – origination and reversal of temporary differences

Reconciliation of income tax expense and tax at the statutory rate
Profit before income tax expense

Tax at the statutory tax rate of 30%

Tax effect amounts which are not deductible / (taxable) in calculating taxable income:
Non-deductible depreciation and amortisation
Gain on deferred consideration
Gain on bargain purchase
Impairment of goodwill
Benefit on trail commission
Share of equity accounted investments
Gain on sale of product
Non-deductible expenses
Non-taxable income
Taxable capital gain on sale of shares
Initial recognition of deferred tax asset on capital losses
Utilisation of capital losses previously brought to account
Profit on disposal of parcel of fees
Clawback on purchase price
Profit on legal settlement
Sundry items

Under / (over) provision in prior years

Income tax expense

2020
$’000

431
519 
1,016 
790 
2,318 
3,392 
6,196 
(5)
1,214 
793 

2019
$’000

389 
664 
654 
855 
2,547 
1,727 
3,422 
10 
– 
500 

16,664 

10,768 

2020
$’000

2,567 
(603)
53 

2,017 

(4,179)
3,576 

(603)

19,465

5,840

8 
(27)
(3,286)
– 
(22)
(632)
– 
207 
(76)
10 
(2)
– 
(20)
– 
– 
(36)
1,964 
53 

2,017 

2019
$’000

1,797 
(241)
(2)

1,554

400 
(641)

(241)

4,510

1,353

– 
– 
– 
318 
(22)
(443)
(273)
481 
(40)
– 
(5)
366 
(75)
(31)
(60)
(13)
1,556 
(2)

1,554 

CountPlus Annual Report 2020Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

59

Significant accounting policy

Income tax

The income tax expense or benefit for the period is the tax payable on that period’s taxable income based on the applicable income  
tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused  
tax losses and the adjustment recognised for prior periods, where applicable.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are 
recovered, or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:

 Î when the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that  

is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or

 Î when the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the 

reversal can be controlled, and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable 
amounts will be available to utilise those temporary differences and losses.

Tax consolidation legislation

The parent and its 100% owned Australian subsidiaries formed an income tax consolidation group with effect from 5 November 2010. 
Subsidiaries joined the tax consolidation group from the date they became wholly owned. They would exit the tax consolidation group 
once they are less than 100% owned. The parent and the controlled entities in the tax consolidated group account for their own current 
and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated group continues to be a stand-alone 
taxpayer.

Members of the CountPlus tax consolidation group entered into a tax sharing and funding agreement. Under the terms of this agreement, 
each member in the tax consolidation group agreed to make a tax equivalent payment to the parent based on their current tax liability or 
current tax asset. Deferred taxes are recorded by members of the tax consolidation group in accordance with the principles of AASB 112 
Income Taxes.

10  Cash and cash equivalents

Current assets
Cash at bank and in hand

Reconciliation to cash and cash equivalents at the end of the financial year
The above figures are reconciled to cash and cash equivalents at the end of the financial  
year as shown in the Statement of Cash Flows as follows:

2020
$’000

2019
$’000

25,842 

10,258 

Balance as per Statement of Cash Flows

25,842 

10,258 

Risk exposure

The Group's exposure to interest rate risk is discussed in note 33. The maximum exposure to credit risk at the end of each reporting period  
is the carrying amount of cash and cash equivalents mentioned above.

Significant accounting policy

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, demand deposits held at call with banks, other short term highly liquid investments with 
original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the 
Consolidated Statement of Financial Position.

CountPlus Annual Report 202060

Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

11 

Trade and other receivables

Current assets
Trade receivables
Less: Allowance for expected credit losses

Other receivables
Prepayments
Rebates and adviser revenue receivable

Non-current assets
Other receivables

Ageing analysis of trade receivables

2020
$’000

9,633 
(558)

9,075 

1,790 
1,518 
7,328 

10,636 

19,711

2019
$’000

9,558 
(570)

8,988 

1,808 
1,113 
– 

2,921 

11,909

245

672

As at 30 June, the ageing analysis of receivables is as follows and represents both current and overdue but not impaired receivables:

Current
0 to 3 months
3 to 6 months
Over 6 months

2020
$’000

6,140
1,399
887
1,207

9,633

2019
$’000

6,308
1,512
650
1,088

9,558

Trade receivables are non-interest bearing and are generally on 30-day terms. Allowance for expected losses is recognised when there is 
objective evidence that a trade receivable is impaired and is based on the Group policies. These amounts have been included on the face  
of the Statement of Profit or Loss and Other Comperhensive Income.

Allowance for expected credit losses

As at 30 June, the ageing of the allowance for expected credit losses is as follows:

Current
0 to 3 months overdue
3 to 6 months overdue
Over 6 months

Movements in the allowance for expected credit losses are as follows:

Opening balance
Changes in allowance for expected credit losses
Receivables written off / (recovered) during the year as uncollectable

Closing balance

2020
$’000

3 
3 
151 
401 

558 

2020
$’000

(570)
528 
(516)

(558) 

2019
$’000

14 
6 
98 
452 

570

2019
$’000

(980)
103 
307 

(570)

CountPlus Annual Report 2020Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

61

The creation and release of the allowance for expected credit losses has been included on the face of the Statement of Profit or Loss  
and Other Comprehensive Income. Amounts charged to the allowance account are generally written off when there is no expectation  
of recovery.

The maximum exposure to credit risk at reporting date is the carrying amount of each class of receivables mentioned above. Refer to note 33 
for more information on the risk management policy of the Group.

Significant accounting policy

Trade receivables

Trade receivables are initially recognised at their fair value and subsequently measured at amortised cost using the effective interest 
method, less allowance for expected losses.

Recoverability of trade receivables is reviewed on an ongoing basis. Trade receivable balances which are known to be uncollectable are 
written off by reducing the carrying amount directly. An allowance for expected losses on trade receivables is raised by applying a rate 
based on historic collection rates for overdue balances, which are reassessed each year, and adjusted specific debtors where management is 
aware of specific conditions which affect the likely recovery of outstanding balances. The loss allowance is the amount equal to the expected 
lifetime credit losses.

The allowance for expected losses of receivables is the difference between the asset’s carrying amount and the present value of estimated 
future cash flows, discounted at the original effective interest rate if the impact of discounting is considered material.

Significant accounting judgements, estimates and assumptions

Allowance for expected losses of receivables

The allowance for expected losses of receivables assessment requires a degree of estimation and judgement. Where receivables are 
outstanding beyond the normal trading terms, the recovery likelihood of these receivables is assessed and reviewed by management. 
Outstanding debts that are deemed to be uncollectable are written off when identified. Historical experience and information of the Group's 
client base are considered when determining the allowance for expected credit losses.

12  Contract assets

Current assets
Contract assets
Allowance for expected credit losses of contract assets
Ongoing insurance trail commission receivable
Loss allowance on trail commission receivable

Non-current assets
Ongoing insurance trail commission receivable
Loss allowance on trail commission receivable

2020
$’000

3,983 
(387)
11,273 
(139)

14,730 

25,976 
(303)

25,673 

2019
$’000

3,693 
(171)
– 
– 

3,522 

–
–

–

Contract assets

Contract assets represents costs incurred and profit recognised on client assignments and services that are in progress and have not yet 
been invoiced at reporting date. Contract assets are valued at net realisable value after providing for any expected credit losses. Contract 
assets are recognised in the Statement of Financial Position and the movement recognised in the Statement of Profit or Loss and Other 
Comperhensive Income. 

The value of contract assets in FY20 has increased predominantly due to balances acquired as part of the acquisition of Count Financial.

Ongoing insurance trail commission receivable

Contract assets have been raised to reflect the recognition of ongoing insurance trail commissions receivable across various commission 
arrangements. This reflects the recognition of ongoing insurance commission income when a performance obligation has been met, 
e.g. a new customer is introduced to a product.

The amount of ongoing insurance trail commission revenue and the associated expenses paid to aligned advisers is dependent on 
assumptions about the term of the underlying insurance policies generating the commission. The Group has recognised the net present 
value of expected future risk insurance trail commission income. Included in the recognition of the income are assumptions around the 
remaining life of the product and the likely run off of products over time. Ongoing insurance trail commission income, present valued,  
is only recognised to the extent that it is highly probable and on the basis that it is not expected to reverse in future periods.

CountPlus Annual Report 202062

Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

Aging of contract assets

As at 30 June, the aging of the contract assets is as follows:

Current
1 to 3 months
3 to 6 months
Over 6 months

Movement and aging of allowance for expected credit losses

Movement in provision for allowance of credit losses.

At 1 July 
Allowance for credit losses recognised in the year

At 30 June, the aging of the allowance for expected credit losses is as follows:

Current
0 to 3 months
3 to 6 months
Over 6 months

2020
$’000

1,742 
1,040 
676 
525

3,983 

2020
$’000

(171)
(216)

(387)

2020
$’000

– 
35 
70 
282

387 

2019
$’000

1,458 
1,145 
585 
505 

3,693 

2019
$’000

– 
(171)

(171)

2019
$’000

– 
16 
31 
124 

171 

The maximum exposure to credit risk at reporting date is the carrying amount of each class of receivables mentioned above. Refer to note 33 
for more information on the risk management policy of the Group.

Significant accounting judgements, estimates and assumptions

Allowance for expected credit losses

The recoverability of contract assets is assessed and reviewed by management on a regular basis. The allowance for expected credit losses  
of contract assets assessment requires a degree of estimation and judgement. The level of expected credit losses is assessed by considering 
the ageing of contract assets, historical billing and collection rates and specific knowledge of the individual customer’s financial position.

Ongoing insurance trail commissions

The key assumptions underlying the ongoing insurance trail commission asset include the remaining life of the product and the likely 
run off of products over time. It has been assumed that the insurance policies have a remaining life of five years and that 20% of policies 
are cancelled at the end of each year. These assumptions are subject to change depending on the actual experience of the insurance 
arrangements over time.

CountPlus Annual Report 2020Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

13 

Loans and advances

Current assets
Loans and advances

Included in above loans and advances is an amount receivable from Count Member Firm Pty Ltd of $395,000.

63

2020
$’000

2019
$’000

424 

19

14  Tax assets and liabilities

Current tax assets and liabilities

Current tax payable

Deferred tax assets

The balance comprises temporary differences attributable to:
Employee liabilities (annual leave and long service leave)
Bad and doubtful debts
Professional fees
Make good
Rent free period
Accruals
Contract liability – accrued trail commission expense
Tax losses
Right of Use Assets
Depreciation
Remediation Provision
Other

Total deferred tax assets

Set-off of deferred tax liabilities pursuant to set-off provisions

Net deferred tax assets

Movements in deferred tax assets

At 1 July 2018
Charged to income tax expense
Increase in tax losses

At 30 June 2019

At 1 July 2019
Charged to income tax expense
Charged directly to equity
Deferred tax balance on acquisition of subsidiary
Deferred tax balance on remediation provision
Decrease in tax losses

2020
$’000

(1,278)

2020
$’000

1,954 
199 
10 
51 
– 
377
10,392
697 
525 
130 
58,516 
86 

72,937

(72,937)

–

2019
$’000

(336)

2019
$’000

1,675 
171 
17 
67 
16 
274 
–
748 
– 
– 
– 
45 

3,013 

(2,463)

550

$’000

3,364
(400)
49

3,013

3,013
4,178
438
6,861
58,500
(53)

72,937

CountPlus Annual Report 202064

Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

Deferred tax liabilities

The balance comprises temporary differences attributable to:
Work in progress
Prepaid expenses
Fair valued intangible assets
Accrued income
Contract asset – accrued trail commission income
Remediation receivable
Other

Total deferred tax liabilities

Set-off of deferred tax assets pursuant to set-off provisions

Net deferred tax liabilities

Movements in deferred tax liabilities

At 1 July 2018
Net deferred tax balance on acquisition of subsidiaries*
Credited to the income tax expense

At 30 June 2019

At 1 July 2019
Net deferred tax balance on acquisition of subsidiaries*
Deferred tax balance on remediation receivable
Debited to the income tax expense

At 30 June 2020

* Includes business assets acquired by member firms.

2020
$’000

1,042 
19 
2,241 
171 
11,175 
58,500
4 

73,152

(72,937)

215

Other
$’000

1,340
–
(261)

1,079

1,079
7,377
58,500
3,955

70,911

2019
$’000

1,057 
15 
1,385 
– 
– 
–
6 

2,463 

(2,463)

–

Total
$’000

2,974
130
(641)

2,463

2,463
8,613
58,500
3,576

73,152

Fair valued
intangible assets
$'000

1,634
130
(380)

1,384

1,384
1,236
–
(379)

2,241

Significant accounting judgements, estimates and assumptions

Deferred taxes

The Group is subject to taxes in Australia. The application of tax law to the specific circumstances and transactions of the Consolidated entity 
requires the exercise of judgement by management. The tax treatments adopted by management in preparing the financial statements may 
be impacted by changes in legislation and interpretations or be subject to challenge by tax authorities.

Recognition of deferred tax assets on capital losses

CountPlus has recognised a deferred tax asset on tax capital losses. CountPlus plans to continue with the successful Owner, Driver – Partner 
model which is expected to result in transactions with core firms over the next two to three years. A consequence of these transactions is 
likely to create taxable capital gains. The envisaged structure of most of the transactions, being share sale transactions, are subject to pre-
defined financial hurdles being met by firms. Both the structure of the transactions and the potential increase in value in the firms are likely to 
give rise to taxable capital gains which the Group has concluded will result in the deferred tax assets being utilised in the foreseeable future.

15  Remediation receivable

Current assets
Remediation receivable

2020
$’000

195,000

2019
$’000

–

CountPlus Annual Report 2020Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

65

Remediation receivable

Included in the Statement of Financial Position of Count Financial is a provision for remediation amounting to $195,000,000. A corresponding 
remediation receivable asset has been recognised which represents an amount receivable pursuant to an indemnity deed granted by the 
Commonwealth Bank of Australia. The provision is for ongoing service fees charged to clients where no service was provided, and relates  
to the period prior to the purchase of Count Financial by CountPlus.

The indemnity provided by Commonwealth Bank of Australia (CBA) relates directly to the remediation provision. The indemnity granted 
by CBA upon acquisition was $200,000,000. The indemnity increased to $210,000,000 at 30 June 2020 and subsequently increased to 
$300,000,000 at 30 July 2020. The remediation provision receivable and the remediation provision were initially recognised (at 1 October 
2019) and provisionally accounted for at 31 December 2019 at $143,300,000. As at 30 June 2020, the acquisition accounting has been 
finalised after the receipt of additional information about the facts and circumstances related to the remediation matters that existed at 
the acquisition date. As a result, the remediation provision receivable and the remediation provision have been revised to $195,000,000 at 
both the date of acquisition (1 October 2019) and as at 30 June 2020. The indemnity is subject to renegotiation if some of the underlying 
assumptions behind the provision are reassessed. Refer to note 26 for further information on the provision for remediation.

Recoveries of remediation amounts are expected to be assessable for tax purposes. Note that remediation payments are expected to be 
deductible for tax purposes. 

16  Property, plant and equipment

Reconciliations

Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:

Balance at 1 July 2018
Additions
Disposals
Depreciation expense

Balance at 30 June 2019
Additions
Disposals
Transfers in / (out)
Depreciation expense

Balance at 30 June 2020

At 30 June 2019
Cost
Accumulated depreciation

Net book value

At 30 June 2020
Cost
Accumulated depreciation

Net book value

Office 
equipment
$’000

Furniture, 
fixtures 
and fittings
$’000

Leasehold
improvements
$’000

Other  
property, 
plant and 
equipment
$’000

Motor  
vehicles
$’000

1,314
486
(12)
(425)

1,363
490
(20)
(200)
(485)

1,148

949
115
–
(222)

842
150
(25)
(4)
(195)

768

986
260
–
(106)

1,140
1,023
(4)
202
(295)

2,066

418
–
(28)
(81)

309
2
–
(230)
(30)

51

38
18
–
(13)

43
21
(9)
–
(10)

45

Office 
equipment
$’000

Furniture, 
fixtures  
and fittings
$’000

Leasehold 
improvements
$’000

Other  
property,  
plant and 
equipment
$’000

Motor  
vehicles
$’000

4,324
(2,961)

1,363

4,002
(2,854)

1,148

2,830
(1,988)

842

2,915
(2,147)

768

1,678
(538)

1,140

3,014
(948)

2,066

1,343
(1,034)

309

942
(891)

51

100
(57)

43

69
(24)

45

Total  
$’000

3,705
879
(40)
(847)

3,697
1,686
(58)
(232)
(1,015)

4,078

Total  
$’000

10,275
(6,578)

3,697

10,942
(6,864)

4,078

CountPlus Annual Report 202066

Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

Significant accounting policy

Property, plant and equipment

Property, plant and equipment is stated at historical cost less accumulated depreciation and impairment losses. Historical cost includes 
expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that 
future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs 
and maintenance are charged to profit or loss during the reporting period in which they are incurred.

Depreciation is calculated using the straight-line method to allocate their cost, net of their residual values, over their estimated useful lives or, 
in the case of leasehold improvements and certain leased plant and equipment, the shorter lease term, as follows:

4% – 20%

Furniture, fixtures and fittings 

 Î Office equipment 
 Î
 Î
 Î Make good liability (prior year only)  over the estimated life of the lease
 Î Motor vehicles 

Leasehold improvements 

20% – 25%

8% – 37%

over the estimated life of the asset or shorter of the lease term

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

Gains and losses on disposals are determined by comparing proceeds less carrying amount, and are included in profit or loss.

Make good liability

Liability has been raised for the present value of anticipated costs of future restoration of various leased office premises. The liability includes 
future cost estimates associated with refurbishment to restore the leased premises to their original condition. A liability recognised for each 
office is measured at management's best estimate of the expenditures where it is probable that an outflow of resources will be required. 
Changes to the estimated future costs for sites are recognised in the Statement of Financial Position by adjusting both the expense or asset 
(if applicable) and liability.

17  Right-of-use assets

As described in note 2, the Group has applied AASB 16 using the modified retrospective approach and therefore comparative information 
has not been restated. This means comparative information is still reported under AASB 117.

The Group as a lessee

For any new contracts entered into on or after 1 July 2019, the Group considers whether a contract is, or contains a lease. A lease is  
defined as ‘a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange  
for consideration’.

To apply this definition the Group assesses whether the contract meets three key criteria, which include:

 Î

 Î

 Î

the contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the 
time the asset is made available to the Group;

the Group has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use, 
considering its rights within the defined scope of the contract; and

the Group has the right to direct the use of the identified asset throughout the period of use. The Group assesses whether it has the right  
to direct ‘how and for what purpose’ the asset is used throughout the period of use.

CountPlus Annual Report 2020 
 
 
 
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

67

Measurement and recognition of leases as a lessee

At lease commencement date, the Group recognises a right-of-use asset and a lease liability on the Statement of Financial Position. The 
right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the 
Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the 
lease commencement date (net of any incentives received).

The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the 
useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such 
indicators exist.

At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, 
discounted using the interest rate implicit in the lease if that rate is readily available or the Group's incremental borrowing rate.

Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable 
payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options 
reasonably certain to be exercised.

Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect any 
reassessment or modification, or if there are changes in in-substance fixed payments.

When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or profit or loss if the right-of-use 
asset is already reduced to zero.

The Group has elected to account for short term leases and leases of low-value assets using the practical expedients. Instead of recognising 
a right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in profit or loss on a straight-line basis 
over the lease term.

Non-current assets
Premises – right-of-use
Less: Accumulated depreciation

Office equipment – right-of-use
Less: Accumulated depreciation

Others – right-of-use
Less: Accumulated depreciation

Balance at 30 June

Reconciliations

2020
$’000

22,194 
(8,607)

13,587

687
(338)

349

41
(27)

14

13,950

A reconciliation of the written down values at the beginning and end of the current financial year is out below:

Balance at 30 June 2019
Adoption of AASB 16 Leases
Additions
Disposals
Depreciation expense

Balance at 30 June 2020

Right-of-use assets
$’000

–
11,152
5,749
(2)
(2,949)

13,950

2019
$’000

–
–

–

–
–

–

–
–

–

–

Total
$’000

–
11,152
5,749
(2)
(2,949)

13,950

CountPlus Annual Report 202068

Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

18 

Intangible assets

Reconciliations

Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:

Note

Goodwill
$’000

Acquired client 
relationship / 
Adviser networks
$’000

IT software
$’000

Brand
$’000

Other  
intangible  
assets
$’000

Balance at 1 July 2018
Additions
Additions through business combinations
Disposals
Impairment of assets
Amortisation expense

Balance at 30 June 2019
Additions
Additions through business combinations 
Disposals
Amortisation expense

Balance at 30 June 2020

41

41

27,959
902
–
(1)
(1,060)
–

27,800
637
–
–
–

28,437

5,814
442
–
(30)
–
(1,331)

4,895
631
2,041
(5)
(1,275)

6,287

68
62
50
–
–
(50)

130
99
–
–
(43)

186

–
–
–
–
–
–

–
–
1,493
–
(45)

1,448

387
20
–
–
–
(59)

348
74
–
–
(39)

383

Total  
$’000

34,228
1,426
50
(31)
(1,060)
(1,440)

33,173
1,441
3,534
(5)
(1,402)

36,741

Acquired client 
relationship / 
Adviser networks
$’000

Goodwill
$’000

IT software
$’000

Brand
$’000

Other  
intangible  
assets
$’000

Total  
$’000

37,790
(9,990)

27,800

38,427
(9,990)

28,437

25,978
(21,083)

4,895

28,634
(22,347)

6,287

637
(507)

130

733
(547)

186

–
–

–

428
(80)

348

64,833
(31,660)

33,173

1,493
(45)

1,448

503
(120)

69,790
(33,049)

383

36,741

At 30 June 2019
Cost
Accumulated amortisation and impairment

Net book value

At 30 June 2020
Cost
Accumulated amortisation and impairment

Net book value

Impairment tests for goodwill

Goodwill acquired through business combinations has been allocated to and is tested at the level of the respective cash generating units 
(CGUs), for impairment testing.

For the purpose of impairment testing, fifteen of the eighteen member firms listed in note 40, are considered as separate CGUs, operating 
largely independently from other businesses in the Group. All subsidiaries are separately identified in note 40.

The Group utilises a value in use calculation using cash flow projections from financial budgets approved by senior management covering 
a five-year period to assess the recoverable amount of the CGUs. The member firm budget for FY21 is used as the basis for the five year 
period; and year two to five is extrapolated at a 3% growth rate over the remainder of the five year budget period. A pre-tax discount rate 
has been applied to cash flow projections and cash flows beyond the five-year period have been extrapolated using a growth rate of 2.5%. 
This method is used to assess impairment for the individually significant CGUs. The same methodology of impairment testing is performed 
across all CGUs.

CountPlus Annual Report 2020Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

For the purpose of annual impairment testing, goodwill is allocated to the following cash-generating units: 

Significant cash generating units
CountPlus One Pty Ltd
The MBA Partnership Pty Ltd
Kidmans Partners Pty Ltd
Unite Advisory Pty Ltd (formerly 360 Financial Advantage Pty Ltd)
Bentleys (WA) Pty Ltd
Crosby Dalwood Pty Ltd
Mogg Osborne Pty Ltd
Remaining cash-generating units

69

2020
$’000

4,759 
4,172 
4,245 
3,502 
1,826 
1,782 
1,629 
6,522 

2019
$’000

4,761 
4,172 
3,617 
3,492 
1,826 
1,782 
1,629 
6,521 

28,437

27,800 

Key assumptions used for value in use calculations

The calculation of value in use for the CGUs was most sensitive to the following assumptions:

 Î Revenue growth
 Î Employment expense ratios;
 Î EBITA margin; and
 Î Discount rates.

Revenue growth is based on the budget for the next financial year as well as management assessment over the forecast period. Budget 
revenue for 2021 is based on management expectations and the average annual revenue growth thereafter is assumed to be maintained  
at 3% p.a. over the remaining forecast period for all CGUs.

Employment expense ratios are based on the budget for the next financial year and management assessment over the forecast period. 
Employment expense ratio shows the employment cost as a percentage of net revenue. This is assumed to be maintained between  
57% and 70% over the forecast period.

Discount rates represent the current market assessment of the risks specific to the Group, considering the time value of money and specific 
risk of the underlying assets that have not been incorporated into the cash flow estimates. The discount rate is calculated using the weighted 
average cost of capital (WACC) and reflects management’s estimation of the time value of money and specific risk estimated for the Group. 
The WACC considers both debt and equity. The cost of equity is derived from the expected return on investment by the Group’s investors.  
It incorporates a beta factor to reflect the specific risk associated with the industries in which the Group operates. The cost of debt is based 
on the interest-bearing borrowings the Group is obliged to service. 

It is assumed for the purpose of the analysis that the long term growth rate (terminal rate) will equate to the long term average growth rate 
of the national economy. Management estimate this to be 2.5% p.a. which is in line with the long term expected Australian inflation rate.  
The sensitivity analysis concluded that changing this rate to reflect possible lower growth projections would not materially impact the 
valuations of the individual CGUs.

Impairment of goodwill

At 30 June 2020 management performed impairment testing (including the impact of COVID-19) for each cash generating unit (CGU) of 
CountPlus. Management calculated the recoverable amount of the CGUs in accordance with AASB 136 Impairment of Assets at 30 June 2020 
using a pre-tax discount rate of 18.57% (13.00% post tax) (30 June 2019: 18.57% (13.00% post tax)) . No impairment losses were identified 
at 30 June 2020. At 30 June 2019, an impairment loss of $1,060,000 was recognised for the CGU relating to the CountPlus FS Holdings Pty 
Ltd (TFS Group) due to the sale of its separately managed account platform available on HUB24 (Privilege Managed Account). Post the 
impairment loss, the goodwill recognised at Group level for TFS Group is nil.

For the below CGUs where an indication of impairment existed, management calculated the recoverable amount of these CGUs in 
accordance with AASB 136 Impairment of Assets.

Key assumptions for this value in use calculation at 30 June 2020 were:
 Î Revenue growth of 3%;
 Î Employment expense ratio 57% – 70%; and
 Î The long term growth rate (terminal rate) was estimated to be 2.5% p.a.

The recoverable amount of the above CGUs was determined based on value-in-use calculations, consistent with the methods used  
in prior years.

CountPlus Annual Report 202070

Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

Sensitivity to changes in assumptions

A cash-generating unit (‘CGU’) is the smallest group of assets that independently generates cash flow and whose cash flow is largely 
independent of the cash flows generated by other assets. The concept is used by the International Financial Reporting Standards in the 
determination of asset impairment.

Sensitivity has been tested for the following four CGUs based on management assessment that the assumptions in the value in use 
calculation for these CGUs were most sensitive to change.

For Bentleys (WA) Pty Ltd: The recoverable amount as determined by the value in use calculation exceeds the carrying value by $2,259,000.

Reasonably possible changes in assumptions may result in impairment as set out below:

 Î Other things being equal, if the company’s yearly revenue is 5% less than expected over the forecast period, an impairment of $724,000 

would result.

 Î Other things being equal, if the pre-tax discount rate is increased from 18.57% to 20.00%, the recoverable amount would exceed the 

carrying amount by $1,847,000.

 Î

 Î

If the company’s employment cost margin (its single largest expense item) increases from 66% to 70% over the forecast period, the 
recoverable amount would exceed the carrying amount by $681,000.

If the long term average growth rate decreases from 2.5% to 1% p.a., the recoverable amount would exceed the carrying amount by 
$1,835,000.

For CountPlus One Pty Ltd: The recoverable amount as determined by the value in use calculation exceeds the carrying value  
by $1,661,000.

Reasonably possible changes in assumptions may result in impairment as set out below:

 Î Other things being equal, if the company's yearly revenue is 5% less than expected over the forecast period, an impairment of $360,000  

would result.

 Î Other things being equal, if the pre-tax discount rate is increased from 18.57% to 20.00%, the recoverable amount would exceed  

the carrying amount by $1,081,000. 

 Î

 Î

If the company's employment cost margin (its single largest expense item) increases from 62% to 66% over the forecast period,  
the recoverable amount would exceed the carrying amount by $642,000. 

If the long term average growth rate decreases from 2.5% to 1% p.a., the recoverable amount would exceed the carrying amount  
by $1,070,000. 

For Specialised Business Solutions Pty Ltd: The recoverable amount as determined by the value in use calculation exceeds the carrying 
value by $624,000.

Reasonably possible changes in assumptions may result in impairment as set out below:

 Î Other things being equal, if the company's yearly revenue is 5% less than expected over the forecast period, the recoverable amount would 

exceed the carrying amount by $26,000.

 Î Other things being equal, if the pre-tax discount rate is increased from 18.57% to 20.00%, the recoverable amount would exceed the 

carrying value by $441,000.

 Î

 Î

If the company's employment cost margin (its single largest expense item) increases from 58% to 62% over the forecast period, the 
recoverable amount would exceed the carrying value by $345,000.

If the long term average growth rate decreases from 2.5% to 1% p.a., the recoverable amount would exceed the carrying value by $438,000.

For Unite Advisory Pty Ltd (formerly 360 Financial Advantage Pty Ltd): The recoverable amount as determined by the value in use 
calculation exceeds the carrying value by $716,000.

Reasonably possible changes in assumptions may result in impairment as set out below:

 Î Other things being equal, if the company’s yearly revenue is 5% less than expected over the forecast period, an impairment of $774,000 

would result.

 Î Other things being equal, if the pre-tax discount rate is increased from 18.57% to 20.00%, the recoverable amount would exceed the 

carrying value by $335,000.

 Î

 Î

If the company’s employment cost margin (its single largest expense item) increases from 63% to 67% over the forecast period, an 
impairment of $48,000 would result.

If the long term average growth rate decreases from 2.5% to 1% p.a., the recoverable amount would exceed the carrying value by $328,000.

For all CGUs:

Across all CGUs over the forecast period, if revenue is 10% lower than expectations, an impairment of $9,778,000 would result. Management 
believes that no other reasonable change in the key assumptions would cause the carrying value to materially exceed its recoverable amount.

CountPlus Annual Report 202071

Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

Amortisation period of intangible assets other than Goodwill

The amortisation period for the intangible assets are as follows:

Acquired client relationships 

10 years

Adviser networks 

Brands   

Software  

15 years

25 years

1 – 5 years

The factors that are considered in determining the useful life of an intangible asset are:

 Î

 Î

 Î

 Î

the expected usage of the asset by the entity and whether the asset could be managed efficiently by another management team;

typical product life cycles for the asset and public information on estimates of useful lives of similar assets that are used in a similar way;

technical, technological, commercial or other types of obsolescence;

the stability of the industry in which the asset operates and changes in the market demand for the products or services output from  
the asset;

 Î expected actions by competitors or potential competitors;

 Î

 Î

the level of maintenance expenditure required to obtain the expected future economic benefits from the asset and the entity’s ability  
and intention to reach such a level;

the period of control over the asset and legal or similar limits on the use of the asset, such as the expiry dates of related leases; and

 Î whether the useful life of the asset is dependent on the useful life of other assets of the entity.

Significant accounting judgements, estimates and assumptions

Impairment of intangible assets

At each reporting date, the Group reviews the recoverable amount of its intangible assets to determine whether there is any indication that 
these assets may be impaired. If such an indication exists, the recoverable amount of the asset, assessed as the higher of its fair value less 
costs to sell and its value in use, is compared to its current carrying amount. Any excess of the asset’s carrying value over its recoverable 
amount is expensed in the Statement of Profit or Loss and Other Comperhensive Income.

The Group determines whether goodwill is impaired at least on an annual basis. This requires estimation of the recoverable amount of the 
CGU by determining the value in use of each individual CGU.

Acquired client relationships are tested for impairment whenever there is an indication that the intangible asset may be impaired. This 
assessment is made at least on an annual basis. The net carrying value is compared with the expected future benefits from the relationships 
for each cash generating unit. If the carrying value of the relationships is higher than the expected future benefits an impairment loss is 
recorded for the difference.

Goodwill

Goodwill acquired in a business combination is initially measured at cost of the business combination being the excess of the consideration 
transferred over the fair value of the entity’s identified assets acquired and liabilities assumed, if this consideration transferred is lower than 
the fair value of the net identified assets of the subsidiary acquired, the difference is recognised in profit or loss.

Goodwill on consolidation is initially recorded at the amount by which the purchase price for a business combination exceeds the fair 
value attributed to the interest in the net fair value of identifiable assets, liabilities and contingent liabilities acquired at date of acquisition. 
Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is tested annually for impairment, is allocated to cash 
generating units and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying 
amount of goodwill relating to the entity sold.

IT software

Costs incurred in developing products or systems and costs incurred in acquiring software and licenses that will contribute to future period 
financial benefits through revenue generation and / or cost reduction, are capitalised to software and systems. Costs capitalised include 
external direct costs of materials and service and direct payroll and payroll related costs of employees' time spent on the project.

Amortisation is calculated on a straight-line basis over periods generally ranging from three to five years. IT software is tested for impairment 
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised 
in the Statement of Profit or Loss and Other Comperhensive Income for the amount by which the asset’s carrying amount exceeds its 
recoverable amount.

CountPlus Annual Report 202072

Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

Acquired client relationships and Adviser networks

Acquired client relationships are intangible assets identified in the acquisition of businesses and represent that part of the purchase 
consideration that is attributable to and represented by the clients and customers with long term relationships with the business being 
acquired. These assets are capitalised at fair values at the date of acquisition. Acquired client relationships are amortised over their useful 
life and tested for impairment at least annually and whenever there is an indication that the carrying value of the intangible asset may 
be impaired. The useful life of these assets are 10 years and they are amortised and expensed using the straight-line method. This is in 
accordance with the expected pattern of future benefits based on the net cash flows expected from those relationships. The amortisation 
period and the amortisation method are reviewed at least annually as at 30 June to ensure the amortisation expense reflects the 
performance of the intangible asset.

Adviser networks are the intangible assets identified in the acquisition of Count Financial and the TFS Group and represent that part of the 
purchase consideration that is attributable to and represented by the advisers with long term relationships with that business. These assets 
were capitalised at fair value at the date of the acquisition, amortised over their useful life and tested for impairment at least annually and 
whenever there is an indication that the carrying value of the intangible asset may be impaired. The useful life of these assets is 10 to 15 years 
and are amortised and expensed using the straight-line method. This is in accordance with the expected pattern of future benefits based  
on the net cash flows expected from those networks. The amortisation period and the amortisation method are reviewed at least annually 
as at 30 June to ensure that the amortisation expense reflects the performance of the intangible asset.

Brands

Brands are recognised at fair value at acquisition. Following initial recognition, they are carried at cost less any accumulated amortisation  
and accumulated impairment losses. They are amortised over 25 years on straight-line basis and assessed for impairment whenever events 
or changes in circumstances indicate that the carrying amount may not be recoverable.

This is in accordance with the expected pattern of future benefits based on the net cash flows expected from those assets. The amortisation 
period and the amortisation method are reviewed at least annually as at 30 June to ensure the amortisation expense reflects the 
performance of the intangible asset.

Other intangible assets

Other intangible assets acquired are recognised at cost at acquisition. Following initial recognition, they are carried at cost less any 
accumulated amortisation and accumulated impairment losses. These assets are amortised over the useful economic life and assessed for 
impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss  
is recognised in the Statement of Profit or Loss and Other Comperhensive Income for the amount by which the asset’s carrying amount 
exceeds its recoverable amount.

This is in accordance with the expected pattern of future benefits based on the net cash flows expected from those assets. The amortisation 
period and the amortisation method are reviewed at least annually as at 30 June to ensure the amortisation expense reflects the 
performance of the intangible asset.

Impairment of assets

Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, 
or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment 
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised 
for the amount by which the asset's carrying amount exceeds its recoverable amount. For the purposes of assessing impairment, assets are 
grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash flows from 
other assets or groups of assets (cash generating units). Non-financial assets, other than goodwill that suffered an impairment, are reviewed 
for possible reversal of the impairment at the end of each reporting period.

At each reporting date if an impairment indicator exists, the Group makes a formal estimate of the asset's recoverable amount.

Recoverable amount is the higher of an asset's fair value less costs to sell and its value in use. It is determined for an individual asset, unless 
the asset’s value in use cannot be estimated to be close to its fair value less costs to sell and it does not generate cash inflows that are largely 
independent of those from other assets or groups of assets, in which case, the recoverable amount is determined in aggregate for the cash 
generating unit to which the asset belongs.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects 
current market assessments of the time value of money and the risks specific to the asset. 

Non-financial assets, other than goodwill that suffer an impairment, are tested for possible reversal of the impairment whenever events  
or changes in circumstances indicate that the impairment may have reversed.

CountPlus Annual Report 2020Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

73

19 

Investments in associates

Investments in associates are accounted for using the equity method of accounting. Information relating to associates are set out below:

Name

One Hood Sweeney Pty Ltd
Hunter Financial Planning Pty Ltd
OBM Financial Services Pty Ltd
Rundles CountPlus Pty Ltd
Rundles Financial Planning Pty Ltd
DMG Financial Holdings Pty Ltd

Principal place of business /  
Country of incorporation

Australia
Australia
Australia
Australia
Australia
Australia

Ownership interest

2020
%

32.36% 
40.00% 
40.00% 
40.00% 
20.00% 
30.00% 

2019
%

32.36% 
40.00% 
40.00% 
40.00% 
20.00% 
–

The percentage of ownership interest held is equivalent to the percentage of voting rights for all associates. All associates have the same 
year end as the parent entity (30 June). 

There are no significant restrictions on the ability of associates to transfer funds in the form of cash dividends or to repay loans or advances 
to the consolidated entity.

Summary of associates held during the year

One Hood Sweeney Pty Ltd

One Hood Sweeney is a South Australian professional services firm located across Adelaide, Whyalla and Kadina. It provides accounting, 
business advisory, financial planning, finance and technology services to its clients.

Hunter Financial Planning Pty Ltd

Hunter Financial is a financial planning specialist based in Newcastle. Hunter Financial offers a consultative approach to wealth management 
particularly in the area of wealth creation budgeting, insurance, estate planning and SMSF.

OBM Financial Services Pty Ltd

OBM Financial Services is a professional services firm based in Ivanhoe, Victoria. It provides accounting and financial planning services  
to its clients. OBM is a Count Financial member firm.

Rundles CountPlus Pty Ltd

Rundles CountPlus is a professional services firm based in Melbourne, Victoria. It provides accounting and business advisory services  
to its clients.

Rundles Financial Planning Pty Ltd

Rundles Financial Planning is a professional services firm based in Melbourne, Victoria. It provides financial planning services to its clients.

DMG Financial Holdings Pty Ltd

DMG Financial Holdings is a professional services firm located in Sale and Yarram, Victoria. It provides accounting and business advisory 
services to its clients. CountPlus Limited acquired a 30% interest in DMG Financial Holdings Pty Ltd on 18 November 2019.

CountPlus Annual Report 202074

Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020 

Material Associates

2020

Summarised Consolidated Statement  
of Financial Position
Current assets
Non-current assets
Current liabilities
Non-current liabilities

Net assets / equity

Summarised Consolidated Statement of Profit 
or Loss and Other Comprehensive Income
Revenue
Profit for the year
Total comprehensive income
Group share of profit for the year

2019

Summarised Consolidated Statement  
of Financial Position
Current assets
Non-current assets
Current liabilities
Non-current liabilities

Net assets / equity

Summarised Consolidated Statement of Profit 
or Loss and Other Comprehensive Income
Revenue
Profit for the year
Total comprehensive income
Group share of profit for the year

One Hood 
Sweeney
$'000

Hunter Financial 
Planning
$’000

OBM Financial 
Services
$’000

Rundles 
CountPlus
$’000

DMG Financial 
Holdings
$’000

5,685
6,703
(4,668)
(1,970)

5,750

21,308
2,936
2,936
950

1,131
7,365
(842)
(187)

7,467

2,959
899
899
360

948
3,604
(733)
(591)

3,228

3,950
470
470
188

1,560
3,999
(2,884)
–

2,675

4,485
839
839
336

1,615
4,715
(875)
(1,212)

4,243

4,877
961
961
289

One Hood 
Sweeney
$'000

Hunter Financial 
Planning
$’000

OBM Financial 
Services
$’000

Rundles 
CountPlus
$’000

DMG Financial 
Holdings
$’000

5,010
6,475
(4,074)
(2,221)

5,190

20,826
2,942
2,942
952

1,354
7,069
(760)
(26)

7,637

3,196
1,052
1,052
421

948
315
(885)
(30)

348

2,280
278
278
111

1,607
4,084
(3,035)
–

2,656

751
139
139
56

–
–
–
–

–

–
–
–
–

CountPlus Annual Report 2020Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

75

Carrying amount of investments in associates

Reconciliation of carrying amount of investments in associates to summarised financial information for associates accounted for using the  
equity method:

One Hood Sweeney Pty Ltd
Opening balance
Share in profit
Dividends
Carrying amount based on share in net assets of associate

Hunter Financial Planning Pty Ltd
Opening balance
Share in profit
Dividends
Carrying amount based on share in net assets of associate

OBM Financial Services Pty Ltd
Opening balance
Acquisition of associate
Share in profit
Carrying amount based on share in net assets of associate

Rundles CountPlus Pty Ltd
Opening balance
Acquisition of associate
Share of profit
Dividends
Carrying amount based on share in net assets of associate

Rundles Financial Planning Pty Ltd
Opening balance
Acquisition of associate
Share of profit
Dividends
Carrying amount based on share in net assets of associate

DMG Financial Holdings Pty Ltd
Acquisition of associate
Share of profit
Dividends
Carrying amount based on share in net assets of associate

Total carrying value of investments in associates as at 30 June
Total share of net profit of associates accounted for using the equity method

Contingent liabilities and capital commitments

The associates had no contingent liabilities or capital commitments as at 30 June 2020 or 30 June 2019.

2020
$’000

6,896 
950 
(569)
7,277 

2,809 
360 
(427)
2,742 

1,344 
– 
188 
1,532 

2,140 
– 
336 
(248)
2,228 

418 
– 
56 
(127)
347 

3,439 
289 
(225)
3,503 

2020
$’000

17,629
2,179

2019
$’000

6,464 
952 
(520)
6,896 

2,624 
421 
(236)
2,809 

– 
1,233 
111 
1,344 

– 
2,084 
56 
– 
2,140 

– 
405 
13 
– 
418 

– 
– 
– 
– 

2019
$’000

13,607
1,553

CountPlus Annual Report 202076

Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

20  Trade and other payables

Current liabilities
Trade payables
Other payables
Adviser payments
GST payable
Sundry payables and accrued expenses

Non-current liabilities
Other payables

Refer to note 33 for further information on financial instruments risk.

21  Contract liabilities

Current liabilities
Unearned revenue
Ongoing insurance trail commission payable

Non-current liabilities
Ongoing insurance trail commission payable

2020
$’000

1,181 
11 
6,925 
1,546 
3,970 

13,633

40

2020
$’000

2,441 
10,484 

12,925 

24,158 

2019
$’000

1,027 
622 
– 
1,350 
2,786 

5,785

108

2019
$’000

916 
– 

916 

–

Contract liabilities have been raised to reflect the recognition of ongoing insurance commissions payable across various commission 
arrangements. This reflects the recognition of certain future trail commission expenses when a performance obligation has been met, e.g. a 
new customer is introduced to a product. The expense and contract liability is calculated based upon the estimated payout to aligned advisers.

The value of contract liabilities in FY20 has increased due predominantly to balances acquired as part of the acquisition of Count Financial.

The Group has recognised revenue of $744,000 in the current period (2019: $487,000) that was included in the opening contract liability 
balance on 1 July 2019. The Group has recognised revenue in the current period of $454,000 (2019: nil) where the performance obligation 
was satisfied in the prior period.

Significant accounting judgements, estimates and assumptions

Ongoing insurance trail commission

The key assumptions underlying the ongoing insurance trail commission liability are the remaining life of the insurance products, the likely 
run off of products over time and the adviser payout ratio.

It has been estimated that the insurance policies have a remaining life of five years and that 20% of policies are cancelled at the end of each 
year. These assumptions are subject to change depending on the actual experience of the insurance arrangements over time.

In respect of the adviser payout ratio, it has been estimated that 93% of ongoing insurance trail commission is paid to aligned advisers.  
This is subject to change if Count Financial's adviser pricing changes or if the average payout ratio changes across the portfolio; this may 
occur given the tiered pricing model applicable to aligned advisers.

CountPlus Annual Report 2020Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

22 

Interest bearing liabilities

Current liabilities
Bank loans – funding facility and other loans
Acquisition facility
Hire purchase

Non-current liabilities
Bank loans – funding facility and other loans

Refer to note 33 for further information on financial instruments risk.

Total facilities
Bank overdraft
Bilateral funding facility

Used at 30 June
Bank overdraft
Bilateral funding facility

Unused at 30 June
Bank overdraft
Bilateral funding facility

77

2019
$’000

515 
– 
12 

527 

1,228 

2019
$’000

5,000 
24,000 

29,000 

683 
1,755 

2,438 

4,317 
22,245 

26,562 

2020
$’000

461 
2,891 
7 

3,359 

1,372 

2020
$’000

5,000 
23,332

28,332

1,024 
4,722

5,746 

3,976 
18,610 

22,586 

The interest-bearing loans and borrowings balance is $4,731,000 (Non-current: $1,372,000 Current: $3,359,000) (2019: Non-current: $1,228,000 
Current: $527,000) borrowings from Westpac Bank. There are currently four lines of credit with Westpac Bank.

CountPlus Limited has an overdraft facility with Westpac Bank, the limit is $5,000,000 (2019: $5,000,000). From this facility, bank guarantees 
on properties are offset against this balance.

CountPlus Limited has a revolving line of credit with Westpac Bank, the limit is currently $20,000,000 (2019: $20,000,000) and is charged with 
a variable rate. This five-year facility with Westpac started on 1 December 2017. The rate is determined with reference to the Bank Bill Swap 
Bid Rate (BBSY). Reference Rates are published in the Australian Financial Review plus a margin. A guarantee and charge as security for the 
facility is provided by CountPlus Limited.

Kidmans Partners Pty Ltd has a bank loan with Westpac Bank, the limit is $1,624,000 repayable over ten years. In addition, there is a line fee 
on this facility. A guarantee and charge as security for the facility is provided by Kidmans Partners Pty Ltd.

The MBA Partnership Pty Ltd has a bank loan with Westpac Bank, the limit is $1,708,000 repayable over three years. In addition, there is a line 
fee on this facility. A guarantee and charge as security for the facility is provided by The MBA Partnership Pty Ltd.

Defaults and breaches

During the current and prior year there were no defaults or breaches on any of the loans.

Significant accounting policy

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. 
Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of 
the borrowings, using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of 
the loan to the extent that it is probable that some or all the facility will be drawn down. In this case, the fee is deferred until the draw down 
occurs. To the extent whereby there is no evidence that it is probable that some or all the facility will be drawn down, the fee is capitalised as 
a prepayment for liquidity services and amortised over the period of the facility to which it relates.

CountPlus Annual Report 202078

Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

Changes in liabilities arising from financing activities

Long term borrowings
Short term borrowings
Hire purchase short term liabilities

Total liabilities from financing activities

2019
$’000

1,228
515
12

1,755

23  Lease liabilities

Lease liabilities are presented in the Statement of Financial Position as follows:

Current liabilities
Lease liabilities

Non-current liabilities
Lease liabilities

Non-cash changes
Reclassification to 
short term
$’000

Cash flow
$’000

605
2,376
(5)

2,976

(461)
461
–

–

2020
$’000

3,321 

12,041 

2020 
$’000

1,372
3,352
7

4,731

2019
$’000

–

–

The Group has leases for office buildings and some office equipment. With the exception of short term leases and leases of low-value 
underlying assets, each lease is reflected on the Statement of Financial Position as a right-of-use asset and a lease liability. Variable lease 
payments which do not depend on an index or a rate (such as lease payments based on a percentage of Group sales) are excluded from the 
initial measurement of the lease liability and asset. The Group classifies its right-of-use assets in a consistent manner to its property, plant 
and equipment (see note 16).

Each lease generally imposes a restriction that, unless there is a contractual right for the Group to sublet the asset to another party, the 
right-of-use asset can only be used by the Group. Leases are either non-cancellable or may only be cancelled by incurring a substantive 
termination fee. For leases over office buildings the Group must keep those properties in a good state of repair and return the properties  
in their original condition at the end of the lease.

At 30 June 2020, 38 right-of-use assets were leased. The average lease term for premises is eight years, office equipment is five years and 
others is four years. The average lease term includes option periods which management are reasonably certain will be exercised. At 30 June 
2020, the average remaining lease term for premises was five years, office equipment was two years and others was two years.

The lease liabilities are secured by the related underlying assets. Future minimum lease payments at 30 June 2020 were as follows:

Minimum lease payments due 

Within 1 year

1–2 years

2–3 years

3–4 years

4–5 years

After 5 years

Total  

30 June 2020
Lease payments

3,388

3,005

2,906

2,498

1,974

4,138

17,909

Lease payments not recognised as a liability

The Group has elected not to recognise a lease liability for short term leases (leases with an expected term of 12 months or less) or for 
leases of low value assets, if any. Payments made under such leases are expensed on a straight-line basis. In addition, certain variable lease 
payments are not permitted to be recognised as lease liabilities and are expensed as incurred.

At 30 June 2020 the Group was not committed to short term leases.

Variable lease payments expensed on the basis that they are not recognised as a lease liability include rentals based on revenue from the 
use of the underlying asset and excess use charges on office equipment. Variable payment terms are used for a variety of reasons, including 
minimising costs for office equipment with infrequent use. Variable lease payments are expensed in the period they are incurred.

The Group has signed a new lease commencing on 1st July 2020. The total expected future cash flows are $97,500.

Total cash outflow for leases for the year ended 30 June 2020 was $3,640,000 (2019: $3,255,000).

CountPlus Annual Report 2020Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

Amounts relating to leases recognised for the reporting period

The following amounts are recognised in Statement of Profit or Loss and Other Comperhensive Income:

Depreciation charge for the right of use assets by class of assets
Premises
Office equipment

Others

Total depreciation charge

Interest expense on lease liabilities (included in finance cost)

Total expense related to leases

The following amounts are recognised in the Statement of Cash Flows:

Cash outflow for leases (AASB 16) – financing activity
Principal
Interest
Termination penalty

Cash outflow for leases – operating activity

Total cash outflows

24  Other liabilities

79

2019
$’000

–
–

–

–

–

–

2019
$’000

–
–
–

–

3,255

3,255

2020
$’000

2,791
144

14

2,949

716

3,665

2020
$’000

2,924
–
–

2,924

716

3,640

Current liabilities

Deferred cash consideration for acquisition of business combinations, business assets and 
investment in associates

Other current liabilities

Non-current liabilities

Deferred cash consideration for acquisition of business combinations, business assets and 
investment in associates

Security deposits and bonds

Lease make good liabilities

2020
$’000

2019
$’000

877 

48 

925

108 

– 

494 

602

340 

43 

383

108 

60 

433 

601

CountPlus Annual Report 202080

Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

Movements in deferred consideration

Current
At 1 July 2019
Arising during the year
Payments made during the year
Gain on deferred consideration
Transfer from non-current deferred consideration

Total current

Non-current
At 1 July 2019
Arising during the year

Transfer to current deferred consideration

Total non-current

Total

$’000

340
734
(206)
(99)
108

877

108
108

(108)

108

985

Significant accounting judgements, estimates and assumptions

Deferred consideration

Some acquisitions involve the payment of deferred consideration to vendors. This consideration is determined based on a multiple of 
actual earnings over a fixed period and is dependent on revenue or client retention. Consideration payable to the vendors in relation to 
acquisitions is recognised at fair value based on expected financial performance over the applicable future financial years. The component 
of deferred consideration not expected to be settled within 12 months after the end of the reporting period is measured as the present value 
of expected future payments to be made in respect of this deferred consideration, using a risk adjusted discount rate.

25 

 Provisions

Current provisions
Employee benefits – annual leave
Employee benefits – long service leave
Bonus provision
Other

Non-current provisions
Employee benefits – long service leave

2020
$’000

2,788 
2,715 
495 
4 

6,002 

1,010 

2019
$’000

2,200 
2,253 
543 
5 

5,001 

1,130 

CountPlus Annual Report 2020Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

81

Significant accounting judgements, estimates and assumptions

Provisions

Provisions are recognised when the economic entity has a legal, equitable or constructive obligation to make a future sacrifice of economic 
benefits to other entities as a result of past transactions or other past events. It is probable that a future sacrifice of economic benefits will be 
required, and a reliable estimate can be made of the amount of the obligation.

Employee benefits

Further disclosures relating to Key Management Personnel are set out in the remuneration report which starts on page 28 of the  
Directors’ Report.

Short term obligations

Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months after the 
end of the period in which the employees render the related service, are recognised in respect of employees' services up to the end of the 
reporting period and are measured at the amounts expected to be paid when the liabilities are settled. All short term employee benefit 
obligations are presented as payables and as provisions.

Long term obligations

The liability for long service leave and annual leave are not expected to be settled wholly within 12 months after the end of the period in 
which the employees render the related service, is recognised in the provision for employee benefits and measured as the present value 
of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the 
projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and 
periods of service. Expected future payments are discounted using market yields at the end of the reporting period of high-quality corporate 
bonds with terms and currencies that match, as closely as possible, the estimated future cash outflows. Remeasurements as a result of 
experience, adjustments and changes in actuarial assumptions are recognised in profit or loss.

The obligations are presented as current liabilities in the Statement of Financial Position if the entity does not have an unconditional right  
to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.

26  Remediation provision 

Current liabilities
Remediation provision – Count Financial
Remediation provision – Total Financial Solutions Australia

2020
$’000

195,000
30 

195,030

2019
$’000

– 
51 

51 

Remediation provision – Count Financial

The Count Financial remediation provision represents the estimated cost of remediation of current and former clients in respect of advice 
issues, including ongoing service fees charged where no service was provided. The advice issues occurred prior to the acquisition of Count 
Financial by CountPlus on 1 October 2019. Refer to note 15 for disclosure on the corresponding remediation receivable asset. The provision 
includes the following elements:

Cost of remediation of clients
Interest on amounts payable to clients

2020
$’000

109,200
85,800

195,000

2019
$’000

–
–

–

The following key assumptions have been reflected in the remediation provision:

 Î Value of ongoing service fees charged  
 Î Number of years in which issues occurred 
 Î Refund rate 
 Î
 Î Value below which refunds will be made without investigation 

Interest calculation methodology 

$429,000,000

11 years

24%

RBA cash rate plus 6% compounded monthly

$650 (excluding interest)

CountPlus Annual Report 2020 
 
 
 
 
 
 
 
 
 
 
 
82

Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

A change in each of the key assumptions above may impact the value of the remediation provision. We set out below an estimate of the 
impact of a change in three of the key assumption on the value of the provision. Note that the impact of the movements in the assumptions 
(as set out below) are independent of each other.

Key assumption

Value of ongoing service fees charged

Number of years in which issues occurred

Refund rate

Movement

+$10,000,000

-$10,000,000

+1 year

-1 year

+1%

-1%

Impact on provision
$'000

4,339

(4,339)

29,950

(27,430)

7,448

(7,448)

Remediation settlements will not be known until individual cases have been reviewed and compensation offers accepted. Differences  
in amounts paid to the amount of provision recorded at 30 June 2020 will be recorded as profit or loss in future periods.

Remediation payments are expected to be deductible for tax purposes. If a remediation settlement is tax deductible, CountPlus will  
receive the net amount from the CBA. Similarly, if the reimbursement is deemed to be assessable, the CBA will remit the grossed up  
amount to CountPlus.

Significant accounting judgements, estimates and assumptions

Remediation provision

The key accounting judgements and estimates used in calculating the remediation provision include the value of ongoing service fees 
charged, the number of years in which issues have occurred, the refund rate, the interest calculation methodology and the value below 
which fee refunds will be made without investigation. The key assumptions reflected in the remediation provision are subject to a high 
degree of uncertainty. The key assumptions will become clearer over time as the remediation program obtains greater insight into the  
actual quantum of the issues identified.

The value of ongoing service fees charged has been estimated using Count Financial’s books and records and the books and records of 
third-party product providers where relevant; the population of impacted customers is subject to some uncertainty and is yet to be finalised.

The refund rate has been estimated by reference to testing conducted on a small sample of client cases. The refund rate is subject to change 
as actual refund rate data (incurred by Count Financial) becomes available.

The interest calculation methodology that has been applied is based on a rate equivalent to the RBA cash rate plus 6% compounded 
monthly. This methodology is subject to change.

Some customers may be remediated without investigation where the combined value of the refund and the interest is below a certain 
amount, however this is dependent on the availability of underlying customer records. This is subject to change.

CountPlus Annual Report 2020Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

83

27  Contributed equity

Ordinary shares – fully paid

Treasury shares – Issued capital held by loan 
funded share plan

Capital contribution

ASX listing cost

Loan funded share plan establishment costs

2020
Shares

114,222,559

(2,679,657)

–

–

–

2019
Shares

114,222,559

(3,813,807)

–

–

–

2020
$’000

125,219

(3,501)

1,968

(586)

(35)

2019
$’000

125,219

(4,983)

1,968

(586)

(35)

111,542,902

110,408,752

123,065 

121,583 

Date

Details

Number of Shares

Issue price $

01/07/2019
30/06/2020

Opening balance
Closing balance

114,222,559
114,222,559

–
–

$’000

125,219
125,219

Ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Group in proportion to the number 
of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Group does not have a limited amount of 
authorised capital.

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have  
one vote.

Employee share scheme

The Group has an equity scheme, under which an entitlement to loan funded shares are granted to certain employees. For further disclosure 
on the Group's share plans, refer to note 45.

Share buy-back

There is no current on-market share buy-back.

Capital risk management

When managing capital, the Board's objective is to ensure the Group continues as a going concern as well as to maintain optimal returns  
to shareholders and benefits for other stakeholders. Management monitors the capital structure to ensure that the Group is positioned  
to take advantage of favourable costs of capital or higher expected returns on assets. The Group currently has a facility of $20,000,000,  
with the Westpac Bank, which has been drawn down by $2,891,000 as at 30 June 2020. The Group has an overdraft facility of $5,000,000 
which was drawn down by lease guarantees of $1,024,000 at 30 June 2020. In addition, there are two bank loans in member firms totalling 
$3,332,000 which have been drawn down by $1,831,000. Future acquisitions and investments will be funded from existing and future cash 
flows as well as funds received under the Group’s Owner, Driver – Partner model.

In the long term, the Group expects to maintain a dividend payout ratio of between 60% and 90% of maintainable net profit after tax  
and minority interests, subject to market conditions and Group performance. The Group is not subject to any externally imposed  
capital requirements.

Significant accounting policy

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

Incremental costs directly attributable to the issue of new shares for the acquisition of a business are not included in the cost of the 
acquisition as part of the purchase consideration.

CountPlus Annual Report 202084

Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

28  Reserves

Acquisition reserve
Share-based payments reserve
Foreign currency reserve

Movements in reserves

2020
$’000

(48,548)
645 
(10)

(47,913)

Movements in each class of reserve during the current and previous financial year are set out below:

Share based 
payment reserve
$’000

Acquisition 
reserve
$’000

Foreign Currency 
Reserve
$’000

1,494
–
(8)

1,486
–
(580)
(376)
115

645

(52,857)
4,309
–

(48,548)
–
–
–
–

(48,548)

–
–
–

–
(10)
–
–
–

(10)

Balance at 1 July 2018
Transfer to accumulated losses
Share based payments for long term incentive plan

Balance at 30 June 2019
Foreign currency translation
Transfer to accumulated losses
Transfer of loan funded share plan
Share based payments for long term incentive plan

Balance at 30 June 2020

Nature and purpose of reserves

Share based payment reserve

2019
$’000

(48,548)
1,486 
– 

(47,062)

Total
$’000

(51,363)
4,309
(8)

(47,062)
(10)
(580)
(376)
115

(47,913)

The share-based payments reserve records the value of shares issued to employee share trust on behalf of employees under the loan funded 
share plan and the value of dividends on those shares applied to the balance of employee loans under the plan.

In addition, the reserve is used to recognise the value of equity benefits provided to the Chief Executive Officer and other Key Management 
Personnel as part of their remuneration for the long term incentive plan. For further details see the remuneration report on pages 28 to 37.

Acquisition reserve

The acquisition reserve arises on the acquisition of the non-controlling interests of subsidiaries. On 1 July 2010, the Group’s interests in 
15 associates were consolidated with the non-controlling interest being measured as the present ownership’s proportionate share of 
identifiable net assets. The acquisition of these non-controlling interests as part of the public listing was not a business combination but was 
an equity transaction between owners. Accordingly, in 2011, the difference between the consideration paid and fair value of the identifiable 
net assets of the non-controlling interests has been accounted for in the acquisition reserve.

29  Accumulated losses

Accumulated losses at the beginning of the financial year
Adjustment for change in accounting policy – AASB 16 Leases

Accumulated losses at the beginning of the financial year – restated
Profit after income tax expense for the year
Dividends paid
Transfers (out) / in

Accumulated losses at the end of the financial year

Note

2

31

2020
$’000

(19,412)
(1,075)

(20,487)
15,861 
(2,506)
697 

(6,435)

2019
$’000

(15,439)
– 

(15,439)
1,635 
(2,258)
(3,350)

(19,412)

CountPlus Annual Report 2020Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

30  Non-controlling interest

Reconciliation of non-controlling interest in controlled entities

Opening balance
Acquisitions
Purchase of shares from non-controlling interest holder
Disposal of shares to non-controlling interest holder
Share of net profit for the period
Dividends paid by subsidiaries to non-controlling interests

Closing Balance

The MBA Partnership Pty Ltd
The proportion of ownership interests (and voting rights) held by non-controlling interest
Opening non-controlling interest at 1 July
Disposals
The profit allocated to non-controlling interest for the period
Dividends paid
Closing non-controlling interest at 30 June

Specialised Business Solutions Pty Ltd
The proportion of ownership interests (and voting rights) held by non-controlling interest
Opening non-controlling interest at 1 July
The profit allocated to non-controlling interest for the period
Dividends paid
Closing non-controlling interest at 30 June

Kidmans Partners Pty Ltd
The proportion of ownership interests (and voting rights) held by non-controlling interest
Opening non-controlling interest at 1 July
Additions
Disposals
The profit allocated to non-controlling interest for the period
Dividends paid
Closing non-controlling interest at 30 June

AdviceCo CA Pty Ltd (formerly Robson Partners Pty Ltd)
The proportion on ownership interests (and voting rights) held by non-controlling interest
Opening non-controlling interest at 1 July
Additions
The profit allocated to non-controlling interest for the period
Dividends paid
Closing non-controlling interest at 30 June

Mogg Osborne Pty Ltd
The proportion on ownership interests (and voting rights) held by non-controlling interest
Opening non-controlling interest at 1 July
The profit allocated to non-controlling interest for the period
Dividends paid
Closing non-controlling interest at 30 June

Count Financial Limited
The proportion on ownership interests (and voting rights) held by non-controlling interest
Additions
The profit allocated to non-controlling interest for the period
Closing non-controlling interest at 30 June

Total non-controlling interest at 30 June

85

2019
$’000

6,007 
– 
(161)
– 
1,321 
(935)

6,232 

2019
$’000

40.00%
1,917
–
585
(404)
2,098

38.72%
778
93
(108)
763

32.81%
1,076
–
(161)
279
(128)
1,066

30.00%
1,211
–
191
(137)
1,265

35.00%
1,025
173
(158)
1,040

–
–
–
–

6,232

2020
$’000

6,232 
2,308 
(183)
240 
1,587 
(789)

9,395 

2020
$’000

37.97%
2,098
(183)
611
(382)
2,144

38.72%
763
44
–
807

35.62%
1,066
139
–
226
(153)
1,278

35.00%
1,265
101
226
(142)
1,450

35.00%
1,040
260
(112)
1,188

15.00%
2,308
220
2,528

9,395

CountPlus Annual Report 202086

Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

The following information is provided for non-controlling interests that are material to the consolidated entity. Figures are as per the 
subsidiaries' financial statements:

The MBA Partnership Pty Ltd
Assets
Liabilities
Revenue
Net Profit

Kidmans Partners Pty Ltd
Assets
Liabilities
Revenue
Net Profit

AdviceCo CA Pty Ltd (formerly Robson Partners Pty Ltd)
Assets
Liabilities
Revenue
Net Profit

Mogg Osborne Pty Ltd
Assets
Liabilities
Revenue
Net Profit

Count Financial Limited
Assets
Liabilities
Revenue
Net Profit

31  Dividends

Dividends

Dividends paid during the financial year were as follows:

Interim dividend fully franked based on tax paid @ 30%, ordinary dividend paid  
for the year ended

Full year dividend fully franked based on tax paid @ 30%, ordinary dividend paid  
for the year ended

Dividends proposed and recognised as liability

Final dividend fully franked based on tax paid @ 30%, ordinary dividend for the year ended

2020
$’000

12,499
5,116
10,397
1,187

9,906
3,446
7,498
714

5,709
1,297
4,184
677

6,425
2,379
4,386
745

256,848
242,150
14,865
1,787

2020
$’000

1,111 

1,395 

– 

– 

2019
$’000

10,488
3,496
10,126
1,284

8,639
2,385
7,575
880

4,921
698
3,956
648

5,031
1,058
4,495
506

–
–
–
–

2019
$’000

1,129 

1,129 

– 

– 

Total dividends paid or provided for during the year

2,506 

2,258 

Franking credits

Franking credits available for subsequent financial years based on a tax rate of 30%

2020
$’000

7,006

2019
$’000

6,660 

The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for:

 Î
 Î
 Î

franking credits that will arise from the payment of the amount of the provision for income tax at the reporting date

franking debits that will arise from the payment of dividends recognised as a liability at the reporting date

franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date

CountPlus Annual Report 2020Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

87

32  Financial assets and liabilities

Note 2 provides a description of each category of financial assets and financial liabilities and the related accounting policies. The carrying 
amounts of financial assets and financial liabilities in each category are as follows:

30 June 2020

Financial assets
Cash and cash equivalents
Trade and other receivables
Loans and advances

Total financial assets

30 June 2020

Financial liabilities
Trade and other payables
Interest bearing loans and borrowings
Other liabilities

Total financial liabilities

30 June 2019

Financial assets
Cash and cash equivalents
Trade and other receivables
Loans and advances

Total financial assets

30 June 2019

Financial liabilities
Trade and other payables
Interest bearing loans and borrowings
Other liabilities

Total financial liabilities

Note

Amortised cost

Total

10
11
13

25,842
9,075
424

35,341

Note

Other liabilities
(amortised cost)

20
22
24

1,181
4,731
1,033

6,945

25,842
9,075
424

35,341

Total

1,181
4,731
1,033

6,945

Note

Amortised cost

Total

10
11
13

10,258
8,988
19

19,265

Note

Other liabilities
(amortised cost)

20
22
24

1,027
1,755
551

3,333

10,258
8,988
19

19,265

Total

1,027
1,755
551

3,333

The carrying amount of the following financial assets and liabilities is considered a reasonable approximation of fair value:

trade and other receivables;

cash and cash equivalents;

loans and advances;

 Î
 Î
 Î
 Î
 Î other liabilities; and
 Î

trade and other payables;

interest bearing borrowings.

CountPlus Annual Report 202088

Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

33  Financial instruments risk 

Financial risk management objectives

The Group's principal financial assets and liabilities, which arise directly from its operations, comprise of cash and cash equivalents, trade  
and other receivables, interest bearing loans, borrowing, trade and other payables.

The Group's activities expose it to a variety of financial risks: market risk (including interest rate risk), credit risk and liquidity risk. The Group's 
overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on 
the financial performance of the Group. The Group uses different methods to measure different types of risk to which it is exposed. These 
methods include sensitivity analysis in the case of interest rate and ageing analysis for credit risk.

Risk management is carried out by senior finance executives ('Finance') under policies approved by the Board of Directors ('the Board'). 
These policies include identification and analysis of the risk exposure of the Group and appropriate procedures, controls and risk limits. 
Finance identifies and evaluates financial risks within the Group's operating units. Finance reports to the Board on a monthly basis.

Market risk

Price risk

The Group is not exposed to any significant price risk.

Interest rate risk

The Group's main interest rate risk arises from long term borrowings. Borrowings obtained at variable rates expose the Group to interest rate 
risk. Borrowings obtained at fixed rates expose the Group to fair value interest rate risk. 

At 30 June 2020, the Group had total bank loans outstanding of $4,722,000 (2019: 1,755,000). The Group also had an overdraft facility of 
$5,000,000 which had been drawn down by lease guarantees of $1,024,000. The effect on profit as a result of changes in interest rate with  
all other variables remaining constant would be as follows:

Change in profit

+1% (100 basis points)
-1% (100 basis points)

Credit risk

2020
$’000

(191)
191

2019
$’000

(40)
40

The Group is exposed to credit risk from its operating activities (primarily cash and cash equivalents and trade and other receivables).

The Group trades only with creditworthy third parties, and as such collateral is not requested nor is it the Group's policy to securitise its trade 
and other receivables. There are no significant concentrations of credit risk within the Group and financial instruments are spread amongst 
several counterparties to spread the risk of default of counterparties.

The Group's exposure to credit risk arises from potential default of the counterparty, with a maximum exposure equal to the carrying amount 
of these instruments, as indicated in the Consolidated Statement of Financial Position. The maximum credit risk exposure does not consider 
the value of any collateral or other security held, in the event other entities / parties fail to perform their obligations under the financial 
instruments in question. In addition, receivable balances are monitored on an ongoing basis. The Group observes its provision policy.

CountPlus Annual Report 2020Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

89

Liquidity risk

Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash equivalents) and available 
borrowing facilities to be able to pay debts as and when they become due and payable.

The Group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring 
actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.

As at 30 June 2020, the Group’s non-derivative financial liabilities have contractual maturities (including interest payments where applicable) 
as summarised below:

30 June 2020

Trade and other payables
Interest bearing loans and borrowings
Other liabilities

Current within  
6 months

6 to 12 months

Non-current  
1 to 5 years

later than 5 years

1,181
321
680

2,182

–
314
244

558

–
4,205
371

4,576

–
326
232

558

This compares to the maturity of the Group’s non-derivative financial liabilities in the previous reporting period as follows:

30 June 2019

Trade and other payables
Interest bearing loans and borrowings
Other liabilities

Financing arrangements

Unused borrowing facilities at the reporting date:

Bank overdraft
Bank loans

Current within  
6 months

6 to 12 months

Non-current  
1 to 5 years

later than 5 years

1,027
264
62

1,353

–
264
355

619

–
1,379
168

1,547

2020
$’000

3,976 
18,610 

22,586 

–
–
398

398

2019
$’000

4,317 
22,245 

26,562 

The bank overdraft facilities may be drawn at any time and may be terminated by the bank without notice. Subject to the continuance  
of satisfactory credit ratings, the bank loan facilities may be drawn at any time. For further details on bank loan facilities see note 22.

Fair value of financial instruments

Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.

CountPlus Annual Report 202090

Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

34  Fair value measurement

The carrying amounts of cash and cash equivalents, trade and other receivables, trade and other payables, loans, advances and other 
receivables and interest-bearing borrowings approximate their fair value.

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes

Fair value hierarchy

The following tables detail the Group's assets and liabilities, measured or disclosed at fair value, using a three level hierarchy, based on the 
lowest level of input that is significant to the entire fair value measurement, being:

Level 1 

Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.

Level 2 

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 

Unobservable inputs for the asset or liability.

2020

Financial liabilities
Contingent cash consideration

Total liabilities

2019

Financial liabilities
Contingent cash consideration

Total liabilities

Level 1
$'000

Level 2
$'000

Level 3
$'000

–

–

–

–

(985)

(985)

Level 1
$'000

Level 2
$'000

Level 3
$'000

–

–

–

–

(448)

(448)

Balance at beginning of year
Gain on deferred consideration in profit or loss
Additions to deferred cash & equity consideration for acquisitions of assets, subsidiaries & associates during the year
Adjustment
Cash paid for settlement of deferred cash consideration

Total
$'000

(985)

(985)

Total
$'000

(448)

(448)

$’000

(448)
88
(842)
11
206

(985)

The fair value of the financial assets and liabilities represents the price that would be received to sell an asset or paid to transfer a liability 
in an orderly transaction between market participants at the measurement date. The following methods and assumptions were used to 
estimate the fair values.

Fair value of other investments held at fair value through profit or loss is determined based on observable market transactions. Observable 
market transactions considered are those transactions which occurred on 30 June 2020, excluding new issue of shares. The fair value is 
calculated by multiplying the total number of shares outstanding by the market price.

Fair value of contingent cash consideration is derived from management expectations of the performance of the acquired businesses  
and assets.

Fair value of deferred equity consideration is derived from management expectations of the performance of the acquired businesses  
and assets.

There were no transfers between levels during the financial year.

The maximum potential payment for deferred consideration is $985,000 (2019: $448,000).

Management believes no reasonable change in any other key assumptions would have a material impact on the fair value of the other 
investments and deferred consideration.

CountPlus Annual Report 2020Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

91

35  Remuneration of auditors

During the financial year the following fees were paid or payable for services provided by Grant Thornton, the auditor of the Group:

2020
$

2019
$

431,000 

389,000

6,535 
– 
251,222 

257,757

688,757

92,000 
259,000 
315,148

666,148

1,055,148

Audit services – Grant Thornton
Audit or review of the financial statements

Other services – Grant Thornton
Taxation services including tax due diligence
Financial due diligence
Other advisory services*

Total other services – Grant Thornton

Total remuneration of Grant Thornton

* Other advisory services comprises of transaction advisory and IT systems integration.

36  Contingent assets

 The Group has no contingent assets as at 30 June 2020 (2019: nil)

37  Contingent liabilities

The Group has no contingent liabilities as at 30 June 2020 (2019: nil).

38  Commitments

Capital commitments

The Group has total capital commitments of $1,024,000 (2019: $683,000), to various landlords in form of bank guarantees. No material losses 
are anticipated in respect of these guarantees.

Lease commitments

Operating leases

The Group has entered into commercial property leases for various offices under non-cancellable lease contracts. These leases are expiring 
at different times up to nine years from the reporting date. The leases are subject to different terms and conditions and rent renewals.  
The Group also leases various office equipment under non-cancellable operating leases. The future commitments under these categories 
listed in the table below.

Given the replacement of AASB 117 Leases with AASB 16 Leases from 1 July 2019, as set out in note 2, the disclosures set out in this note  
are only are only relevant for 2019.

Finance leases

As at the reporting date, the Group has no material finance lease liabilities (2019: nil).

Hire purchase commitments

The Group leases various office equipment, motor vehicles and leasehold improvements under hire purchase arrangements. The future 
commitments under these categories listed in the table below.

CountPlus Annual Report 202092

Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

Commitments

Lease commitments – operating
Committed at the reporting date but not recognised as liabilities, payable:
Within one year
One to five years
More than five years

Lease commitments – operating

Hire purchase commitments
Committed at the reporting date and recognised as liabilities, payable:
Within one year
One to five years

Total commitment
Less: Future finance charges

Hire purchase commitments

Significant accounting policy

Leases

2020
$’000

–
–
–

–

6 
2 

8
–

8

2019
$’000

2,688 
4,295 
928 

7,911 

8
4

12
–

12

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the 
periods in which they are incurred. 

Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the life of the lease term. 

Other operating lease payments are charged to profit or loss in the periods in which they are incurred, as this represents the pattern of 
benefits derived from the leased assets. Operating lease incentives are recognised as a liability when received and subsequently reduced by 
allocating lease payments between rental expense and reduction of the liability. 

Payments made under operating leases (net of any incentives received from the lessor) are charged to the profit or loss on a straight-line 
basis over the period of the lease.

39  Related party transactions

Parent entity

CountPlus Limited is the parent entity.

CountPlus Limited purchased an 85% ownership in Count Financial on 1 October 2019. As at 30 June 2019, Count Financial had an ownership 
interest in CountPlus Limited of 35.85%. Commonwealth Bank of Australia has maintained its 35.85% shareholding in CountPlus, held by its 
subsidiary Colonial First State Group Limited. This shareholding was in place prior to the transaction and the transaction was completed on 
an arm's length basis.

Subsequent to the acquisition of Count Financial, completion adjustment payments of $24,286,000 were made to CBA. These payments 
consist of a completion adjustment payment of $21,704,000 and management fees' payment of $2,582,000.

Subsidiaries

Transactions between the Company and its subsidiaries during the year consisted of:

 Î
 Î
 Î
 Î

the loans advanced by the parent to subsidiaries;

the loan repayments by the subsidiaries to the parent;

the payment of dividends to the parent by subsidiaries; and

recharges from the parent to the subsidiaries.

At the year end, all loan balances, payment of dividends and recharges between the parent and these subsidiaries were eliminated  
on consolidation.

CountPlus Annual Report 2020Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

93

Subsidiaries

Interests in subsidiaries are set out in note 40.

Associates

Investment in associates are set out in note 19.

Key management personnel 

Short term employee benefits
Post-employment benefits
Long term benefits
Share-based payments

Transactions with related parties

The following transactions occurred with related parties:

Sale of goods and services:
Net fees and commissions received from Count Financial
Net fees and commissions received from Colonial First State Group

Premises expenses:
Catalyst Finance Pty Ltd
The Southport Unit Trust
Rosebead Pty Ltd
Mark & Bronwyn Kenmir Superannuation Fund
Bronwyn Kenmir
Cummings and West Super Fund

Receivable from and payable to related parties

There were no trade receivables from or trade payables to related parties at the current and previous reporting date.

Loans to / from related parties

The following balances are outstanding at the reporting date in relation to loans with related parties:

Current receivables:
Receivable from Count Financial
Loan to Count Member Firm Pty Ltd

Terms and conditions

All transactions were made on normal commercial terms and conditions and at market rates.

2020
$’000

– 
395 

2020
$

2,194,456
129,740
17,590
114,497

2,456,283

2019
$

1,879,946
102,771
– 
24,653

2,007,370

2020
$’000

2,400 
667

254 
319 
62 
29 
44 
– 

2019
$’000

11,402 
–

255 
317 
61 
29 
43 
37 

2019
$’000

228 
– 

CountPlus Annual Report 202094

Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

40 

Interests in subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the 
accounting policy described in note 2:

Ownership interest

Principal place of business /  
Country of Incorporation

Name 

1. The MBA Partnership Pty Ltd*

 Î Digital O2 Pty Ltd

 Î MBA FS (Rawsons) Pty Ltd

 Î The MBA Partnership (NSW) Pty Ltd

 Î Collective Outsourcing Pty Ltd

 Î Collective Outsourcing Incorporated

2. Bentleys (WA) Pty Ltd*

 Î Bentleys Advisory (WA) Pty Ltd

 Î Bentleys Corporate Finance (WA) Pty Ltd

 Î Australian Superannuation & Compliance Pty Ltd

3. Addvantage Financial Freedom Pty Ltd*

 Î Addvantage Accountants Pty Ltd

 Î Cooma Accounting and Financial Services Pty Ltd

 Î Beames & Associates Accounting and Financial Services Pty Ltd

4. Specialised Business Solutions Pty Ltd*

5. Mogg Osborne Pty Ltd*

6. Crosby Dalwood Pty Ltd*

7. Cooper Reeves Pty Ltd*

8. CountPlus One Pty Ltd*

9. Evolution Advisers Pty Ltd*

10. AdviceCo CA Pty Ltd* (formerly Robson Partners Pty Ltd)

11. Kidmans Partners Pty Ltd*

12. Unite Advisory Pty Ltd* (formerly 360 Financial Advantage Pty Ltd)

13. CountPlus FS Holdings Pty Ltd (TFS Group)*

 Î Total Financial Solutions Australia Ltd

 Î TFS Operations Pty Limited

 Î TFS Advice Pty Limited

14. Twomeys Pty Ltd*

15. Count Financial Limited*

16. Kidmans PEC Pty Ltd

17. BLUE789 Pty Ltd

18. ADVICE389 Pty Ltd

Australia

Australia

Australia

Australia

Australia

Philippines

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

2020
%

62.03% 

100.00% 

70.00% 

51.00% 

100.00% 

100.00% 

100.00% 

100.00% 

100.00% 

100.00% 

100.00% 

100.00% 

100.00% 

100.00% 

61.28% 

65.00% 

100.00% 

100.00% 

100.00% 

100.00% 

65.00% 

64.38% 

100.00% 

100.00% 

100.00% 

100.00% 

100.00% 

100.00% 

85.00% 

100.00% 

100.00% 

100.00% 

2019
%

60.00% 

100.00% 

70.00% 

51.00% 

–

–

100.00% 

100.00% 

100.00% 

100.00% 

100.00% 

100.00% 

100.00% 

100.00% 

61.28% 

65.00% 

100.00% 

100.00% 

100.00% 

100.00% 

70.00% 

67.19% 

100.00% 

100.00% 

100.00% 

100.00% 

100.00% 

100.00% 

–

100.00% 

100.00% 

100.00% 

* These subsidiaries are separate cash generating units.

These entities are consolidated into the respective cash generating units (CGUs) identified above. The class of shares acquired for all the 
subsidiaries are ordinary shares.

Significant restrictions relating to subsidiaries

There are no statutory, contractual or regulatory restrictions on any of the subsidiary’s ability to access or transfer or use its assets and settle 
the liabilities of the consolidated entity.

There are no guarantees given or other requirements that may restrict dividends and other capital distributions being paid, or loans and 
advances being made or repaid to (or from) other entities within the consolidated entity.

CountPlus Annual Report 2020Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

95

Consolidated structured entities

The Group does not have any consolidated structured entities other than the ones which are consolidated in these financial statements and 
listed as subsidiaries above.

41  Business combinations

Acquisition of Count Financial Limited

On 1 October 2019, CountPlus Limited acquired 85% of the ordinary shares of Count Financial for $2,125,000. Count Financial is a financial 
advice licensee business and operates in the Financial Services division of the consolidated entity. It was acquired to facilitate the growth and 
development of the Financial Services division. The gain on bargain purchase of $10,952,000 represents the excess of the fair value of the 
identifiable net assets of Count Financial over the purchase consideration.

Amount settled in cash by CountPlus
Amount settled by non-controlling interest in Count Financial

Recognised amounts of identifiable net assets:
Intangible assets
Trade and other receivables
Contract assets
Cash and cash equivalents
Remediation provision receivable*
Deferred tax liabilities
Remediation provision payable*
Trade and other payables
Contract liabilities

Net identifiable assets and liabilities

Net identifiable assets
Consideration by CountPlus
Non-controlling interest

Gain on bargain purchase to CountPlus

Purchase consideration – Cash inflow
Inflow of cash to acquire subsidiary, net of cash acquired
Cash consideration

Less: Balances acquired
  Cash

1 October 2019 
$’000

2,125
375

2,500

3,534
3,761
24,590
34,824
195,000
(1,577)
(195,000)
(26,878)
(22,869)

15,385

15,385
(2,125)
(2,308)

10,952

1 October 2019 
$’000

(2,125)

34,824

32,699

* The remediation provision was initially accounted for on a provisional basis. At 31 December 2019 this provision was $143,300,000.

Acquisition-related costs amounting to $1,214,000 were recognised as an expense in other operating expenses in the Consolidated 
Statement of Comprehensive Income during the year to 30 June 2019. No other acquisition related costs were incurred in the period 
between 1 July 2019 and 30 June 2020.

Subsequent to the acquisition of Count Financial, completion adjustment payments of $24,286,000 were made to CBA. These payments 
consist of a completion adjustment payment of $21,704,000 and management fees payment of $2,582,000.

CountPlus Annual Report 202096

Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

Non-controlling interest

The non-controlling interest in Count Financial at date of acquisition was $2,308,000. This represents 15% of the fair value of identifiable net 
assets of Count Financial at date of acquisition.

In accordance with AASB 3, management has recognised the NCI’s proportionate share of the fair value of net identifiable assets acquired.

Identifiable net assets

At 30 June 2020, the fair values of the brand and client relationships amount to $1,493,000 and $2,041,000, respectively. The fair value of the 
trade and other receivables and contract assets acquired as part of the business combination amounted to $28,351,000.

Gain on bargain purchase

The gain on bargain purchase represents the excess of the fair value of the acquired identifiable assets and liabilities over the purchase price. 
This gain on bargain purchase has been allocated to the Group’s Financial Services segment and is not expected to be assessable for tax 
purposes. The gain on bargain purchase arises as CBA decided to exit the aligned financial advice business. CountPlus was a logical acquirer 
of Count Financial given its historical corporate relationship and equity holdings in 15 Count Financial member firms.

Contribution to the Group results

Count Financial has contributed $11,801,000 in revenue from contracts with customers and profit after tax of $1,604,000 to the Group from 
the acquisition date to 30 June 2020.

Significant accounting policies

Business combinations

Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional amounts 
recognised and also recognises additional assets or liabilities during the measurement period, based on new information obtained about 
the facts and circumstances that existed at the acquisition date. The measurement period ends on either the earlier of (i) 12 months from the 
date of the acquisition or (ii) when the acquirer receives all the information possible to determine fair value.

The Group applies the acquisition method in accounting for business combinations. The consideration transferred by the Group to obtain 
control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and the equity 
interests issued by the Group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. 
Acquisition costs are expensed as incurred.

The Group recognises identifiable assets acquired and liabilities assumed in a business combination regardless of whether they have been 
previously recognised in the acquiree’s financial statements prior to the acquisition. Assets acquired and liabilities assumed are generally 
measured at their acquisition-date fair values.

Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the excess of the sum of a) fair value of 
consideration transferred, b) the recognised amount of any non-controlling interest in the acquiree and c) acquisition-date fair value of any 
existing equity interest in the acquiree, over the acquisition-date fair values of identifiable net assets. If the fair values of identifiable net 
assets exceed the sum calculated above, the excess amount (i.e. gain on a bargain purchase) is recognised in profit or loss immediately.

42  Events after the reporting period

On 30 July 2020, the indemnity related to remediation matters in Count Financial granted by the Commonwealth Bank of Australia (CBA)  
was increased from $210,000,000 to $300,000,000. 

On 1 July 2020, CountPlus Limited member firm, NSW based Twomeys Group Pty Ltd acquired the accounting based services of Cultiv8 
Accounting Pty Ltd. Twomeys also completed a 38% equity buy back by key management under the CountPlus 'Owner, Driver – Partner' 
model. CountPlus retains a 62% shareholding in Twomeys.

On 27 August 2020, the Directors resolved to declare a full year final dividend for FY20 of 1.25 cent (fully franked) to be paid on  
14 October 2020 (Record date 25 September 2020).

No other matter or circumstance has arisen since 30 June 2020 that has significantly affected, or may significantly affect:

a)  the consolidated entity's operations in future financial years;

b)  the results of those operations in future financial  years; or

c)  the consolidated entity's state of affairs in future financial years.

CountPlus Annual Report 2020Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

97

43  Reconciliation of profit after income tax to net cash from operating activities

Net profit from operations after income tax for the year

Non-cash items in profit:
Depreciation and amortisation
Net (gain) / loss on disposal of assets
Make good provision
Gain on disposal of product
Share based payments
Impairment / (reversal) of impairment of receivables
Interest income
Gain on bargain purchase
Gain on deferred consideration
Gain on lease modification
Share of associates net profit
Employee entitlements
Impairment of goodwill

Changes in operating assets and liabilities:

(Increase)/Decrease in trade and other receivables
Increase in contract liabilities
Increase in trade and other payables
Increase in income taxes payable
(Increase) in net deferred taxes liabilities
(Increase) / decrease in employee and other provisions

Net cash from operating activities

44  Earnings per share

Profit after income tax
Non-controlling interest

Profit after income tax attributable to the owners of CountPlus Limited

2020
$’000

17,448

5,366
– 
– 
– 
115 
528 
(20) 
(10,952)
(88)
(152)
(2,179)
1,564
–

(1,373)
151
2,103
942
(550)
(466)

12,437

2020
$’000

17,448 
(1,587)

15,861 

2019
$’000

2,956

2,287
(99)
(91)
(1,000)
(8)
(103)
–
–
–
–
(1,553)
–
1,060

875 
–
1,078
395
(292)
444

5,949 

2019
$’000

2,956 
(1,321)

1,635 

Weighted average number of ordinary shares used in calculating basic earnings per share
Adjustments for calculation of diluted earnings per share:
Long term incentive performance rights

2020 
Number

2019 
Number

110,887,268

110,408,752

502,922

–

Weighted average number of ordinary shares used in calculating diluted earnings per share

111,390,190

110,408,752

Basic earnings per share
Diluted earnings per share

2020 
Cents

14.30
14.24

2019 
Cents

1.48
1.48

CountPlus Annual Report 2020 
 
 
 
 
 
98

Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

Significant accounting policy

Basic earnings per share is calculated by dividing:

 Î

the profit attributable to owners of the Group, excluding any costs of servicing equity other than ordinary shares; and

 Î by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares 

issued during the year and excluding treasury shares.

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to consider:

 Î

 Î

the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares; and 

the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive 
potential ordinary shares.

45  Share plans

Loan funded share plan

Long term incentive awards are delivered to employees in the form of a loan funded share plan (LFSP). Under the plan, employees who have 
contributed to Group performance may be granted an allocation of loan-funded shares which are held on their behalf by an employee share 
trust.

A summary of the Group shares issued up to the year ended 30 June 2020 are as follows:

Description

Grant date

Expiry date

Exercise 
price

Start of  
the year

Granted 
during  
the year

Exercised 
during  
the year

Expired Forfeited

Balance  
at end of 
the year

Vested and 
exercisable 
at end of the 
year

LFSP 2015 

March 2015

March 2018(a)

$1.12  1,572,031

–

(1,134,150)

–

(52,742)

385,139(a)

–

(a)  Due to an extension granted in respect of the LFSP 2015 shares, the plan remained active at 30 June 2020. It is anticipated that the plan will 

be formally terminated during the FY21 period.

For the 2015 LFSP, due to the increase in the CountPlus share price post the acquisition of Count Financial, the vesting conditions were 
retested and it was determined that 1,134,150 shares were eligible to vest to the participants. These awards were exercised during the course 
of the 2020 financial year. 

As at 30 June 2020, there are 385,139 awards outstanding in relation to the 2015 Loan Funded Share Plan. These vesting conditions were 
tested and it was determined that none of these awards are expected to vest. The 2015 Loan Funded Share Plan is expected to be cancelled 
during the course of the 2021 financial year.

Employee loyalty equity plan

During the 2020 and 2019 financial years no shares were issued under the employee loyalty equity share plan.

Long term incentive plan

The long term incentive plans are set out on pages 34 to 37 of this report

CountPlus Annual Report 2020Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

46  Parent entity information

The individual financial statements for the parent entity show the following aggregate amounts:

Statement of Financial Position

Assets
Current assets
Non-current assets

Total assets

Liabilities
Current liabilities
Non-current liabilities

Total liabilities

Equity
Contributed equity
Share based payment reserve
Accumulated losses

Statement of Profit or Loss and Other Comprehensive Income

Loss for the year

99

2019
$’000

4,352 
55,350 

59,702 

(1,191)
(26)

(1,217)

58,485

126,552 
1,486 
(69,553)

58,485

2019
$’000

(2,491)

2020
$’000

6,246 
55,740 

61,986 

(2,355)
(542)

(2,897)

59,089

126,552 
642 
(68,105)

59,089

2020
$’000

(3,463)

Guarantees entered into by the parent entity in relation to the debts of its subsidiaries

The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2020 and 30 June 2019.

Contingent liabilities

The parent entity had no contingent liabilities as at 30 June 2020 and 30 June 2019.

Capital commitments – Property, plant and equipment

The parent entity had no capital commitments for property, plant and equipment as at 30 June 2020 and 30 June 2019.

Significant accounting policies

The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 2, except for the following:

Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.

 Î
 Î
 Î Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an indicator of an 

Investments in associates are accounted for at cost, less any impairment, in the parent entity.

impairment of the investment.

CountPlus Annual Report 2020 
 
100

Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2020

Parent entity financial information

The financial information for the parent entity, CountPlus Limited, disclosed above have been prepared on the same basis as the 
consolidated financial statements, except as set out below.

Investments in subsidiaries, associates and joint venture entities

Investments in subsidiaries, associates and joint venture entities are accounted for at the lower of cost and recoverable value in the financial 
statements of CountPlus Limited. Dividends received from associates are recognised in the parent entity’s profit or loss, rather than being 
deducted from the carrying amount of these investments.

Tax consolidation legislation

CountPlus Limited (‘the Corporate Entity’) and its 100% owned Australian subsidiaries formed an income tax consolidation group with effect 
from 5 November 2010. Subsidiaries joined the tax consolidation group from the date they became wholly owned. The Corporate Entity 
and the controlled entities in the tax consolidated group account for their own current and deferred tax amounts. These tax amounts are 
measured as if each entity in the tax consolidated group continues to be a standalone taxpayer.

Members of the CountPlus tax consolidation group entered into a tax sharing and funding agreement. Under the terms of this agreement, 
each member in the tax consolidation group agreed to make a tax equivalent payment to the Corporate Entity based on their current tax 
liability or current tax asset. Deferred taxes are recorded by members of the tax consolidation group in accordance with the principles of 
AASB 112 Income Taxes.

Financial guarantees

The Group currently has banking facilities with Westpac Bank. These comprise a $5,000,000 revolving line of credit facility and a $20,000,000 
Bank Bill Business Loan. $2,891,000 was drawn during the year to facilitate the DMG acquisition and a bank guarantee of $1,024,000 has 
been provided for property leases. A subsidiary of CountPlus Limited, Kidmans Partners Pty Ltd currently has a bank loan of $1,624,000 with 
Westpac Bank. The MBA Partnership Pty Ltd currently has a bank loan of $1,708,000, with Westpac Bank. These two loans were drawn down 
by $1,831,000 in total at 30 June 2020.

Share based payments

The grant by the Group of options over its equity instruments to the employees of a subsidiary in the Group is treated as a capital 
contribution to the relevant subsidiary. The fair value of employee services received, measured by reference to the grant date fair value,  
is recognised over the vesting period as an increase to investment in subsidiaries, with a corresponding credit to equity.

CountPlus Annual Report 2020Directors' Declaration

101

1. 

In the opinion of the Directors of CountPlus Limited:

a.   The consolidated financial statements and notes of CountPlus Limited are in accordance with the Corporations Act 2001, including

i. 

 Giving a true and fair view of its financial position as at 30 June 2020 and of its performance for the financial year ended on 
that date; and

ii.   Complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations 

Regulations 2001.

b.    

 There are reasonable grounds to believe that CountPlus Limited will be able to pay its debts as and when they become due and 
payable.

2. 

 The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Chief Executive Officer 
and Chief Financial Officer for the financial year ended 30 June 2020.

3. 

Note 2 confirms that the consolidated financial statements also comply with International Financial Reporting Standards.

Signed in accordance with a resolution of the Board of Directors.

Ray Kellerman 
Chairman 
Sydney  
28 August 2020 

CountPlus Annual Report 2020 
 
 
 
 
 
102

Independent Auditor’s Report
To the members of CountPlus Limited

          Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389  ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.  Liability limited by a scheme approved under Professional Standards Legislation.  www.grantthornton.com.au Level 17, 383 Kent Street Sydney NSW 2000  Correspondence to: Locked Bag Q800 QVB Post Office Sydney NSW 1230  T +61 2 8297 2400 F +61 2 9299 4445 E info.nsw@au.gt.com W www.grantthornton.com.au Independent Auditor’s Report To the Members of CountPlus Limited  Report on the audit of the financial report Opinion We have audited the financial report of CountPlus Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2020, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies, and the Directors’ declaration.  In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: a giving a true and fair view of the Group’s financial position as at 30 June 2020 and of its performance for the year ended on that date; and  b complying with Australian Accounting Standards and the Corporations Regulations 2001.  Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.  We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.    CountPlus Annual Report 2020Independent Auditor’s Report
To the members of CountPlus Limited

103

CountPlus Annual Report 2020        Key audit matters  Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.   Key audit matter How our audit addressed the key audit matter Business combinations (Note 41)  During the year, the Group acquired 85% of Count Financial Limited for $2,125,000 which has been accounted for in accordance with AASB 3: Business Combinations.   Accounting for a business combination is a complex and judgemental exercise, requiring management to determine the fair value of acquired assets and liabilities.   Management engaged an Independent Expert to value the intangible assets acquired in this business combination, which resulted in a gain on bargain purchase of $10,952,000.  This is a key audit matter due the complexity and judgements involved within the assessment of AASB 3: Business Combinations and the estimation involved in the valuation of intangible assets.    Our procedures included, amongst others:  obtaining the purchase agreement and management’s accounting memorandum to confirm the terms of the contract  obtaining  the acquisition balance sheet of Count Financial Ltd and agreeing material balances to supporting information;  assessing the qualifications and experience of the Independent Expert engaged by management and their suitability to perform the valuation engagement;  working with our valuation specialists to assess the work contained in the Independent Expert’s Valuation Report to determine: – that the appropriate intangible assets had been identified and whether the appropriate valuation methodologies had been used; and – whether assumptions used were reasonable compared with external benchmarks (for example discount rates) and to consider the assumptions based on our knowledge of the Group and its industry;  testing the mathematical accuracy of the underlying calculations;  evaluating the forecasts provided by management upon which the valuations were based by assessing forecast revenues, operating costs based on our knowledge of the market and sector trends;   assessing the commercial logic for the recognition of a gain on bargain purchase; and  assessing the adequacy of the Group’s disclosures in respect of the business acquisitions against the requirements of AASB 3: Business Combinations. Remediation provision (Note 26) and Remediation receivable (Note 15)  As at 30 June 2020, the Group recorded a remediation provision of $195,000,000 and a corresponding remediation receivable. The provision represents the estimated cost of remediation of current and former clients in respect of advice issues, including ongoing services charged where no service was performed by Count Financial. The advice issues occurred prior to the acquisition of Count Financial by the Group.    The receivable represent an indemnity deed granted by the Commonwealth Bank of Australia.  Per AASB 137: Provisions, Contingent Liabilities and Contingent Assets, a provision should be recognised if an entity has a present obligation as a result of a past event; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and a reliable estimate can be made. The provision is based upon estimates in relation to the value of the ongoing service fees charged, the number of years in which issues Our procedures included, amongst others:   obtaining the Group’s calculation of the provision and documenting our understanding of the methodology used to calculate the provision and assessing the appropriateness of the provision in line with AASB 137;    evaluating the reasonableness of the key assumptions used to estimate the provision, specifically; – Reviewing evidence provided by management to support the failure rate based on sample testing on underlying Count Financial transactions;  – Evaluating the ongoing service fee calculation and agreeing to supporting fee data;  – Assessing the appropriateness of the interest rate calculation with reference to ASIC’s Regulatory Guide 256 Client review and remediation conducted by advice licensees.   Recalculating the provision using management’s assumptions;  Confirming the remediation receivable to the indemnification deed granted by the Commonwealth Bank of Australia; and  Evaluating the adequacy of the accounting policy and disclosures made in the Group’s financial statements in respect of the remediation provision and asset. 104

Independent Auditor’s Report
To the members of CountPlus Limited

have occurred, the refund rate, the interest calculation on those fees 
and the value below which fee refunds are made without investigation. 

This is a key audit matter as the assumptions used in the 
determination of remediation costs involves complexity and significant 
management judgement and estimation. 

Recoverable amount of intangible assets (Note 18) 

As at 30 June 2020, the Group’s intangible assets of $36,741,000 
consist of goodwill, acquired client relationships/advisor networks, 
brands, IT software and other intangible assets. No impairment 
expense has been recognised during the year. 

AASB 136: Impairment of Assets requires that, for the purposes of 
impairment testing, goodwill acquired in a business combination be 
allocated to each of the Group’s cash-generating units (CGU).  Each 
CGU to which goodwill has been allocated must be tested for 
impairment annually. 

Management has assessed that the group has 15 CGUs, and has 
allocated the goodwill and other intangible assets to these CGUs. 

Management has tested the CGUs for impairment by comparing their 
carrying amounts with their recoverable amounts. The recoverable 
amounts were determined using value-in-use models. 

This is a key audit matter due to the judgements and estimates 
required in determining the appropriate CGUs and calculating the 
recoverable amount. 

Our procedures included, amongst others: 

  enquiring with management to obtain and document an 

understanding of their processes and controls related to the 
assessment of impairment, including identification of CGUs and the 
calculation of the recoverable amount for each CGU; 

  evaluating the value in use models against the requirements of 

AASB 136; 

  obtaining management’s value in use calculations and in 

consultation with our valuations experts, assessing the key 
assumptions, including: 
- 
- 

testing the mathematical accuracy; 
testing forecast cash inflows and outflows to be derived by 
the CGUs’ assets; and 
reviewing discount rates applied to forecast future cash 
flows; 

- 

  evaluating management’s ability to perform accurate estimates by 

comparing historical forecasting to actual results; 

  performing sensitivity analysis on the significant inputs and 

assumptions made by management in preparing the calculation; 
and 

  assessing the adequacy of financial report disclosures. 

Information other than the financial report and auditor’s report thereon 

The Directors are responsible for the other information. The other information comprises the information included in the 
Group’s annual report for the year ended 30 June 2020, but does not include the financial report and our auditor’s report 
thereon.  

Our opinion on the financial report does not cover the other information and we do not express any form of assurance 
conclusion thereon.  

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider 
whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or 
otherwise appears to be materially misstated.  

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are 
required to report that fact. We have nothing to report in this regard.  

Responsibilities of the Directors for the financial report  

The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in 
accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the Directors 
determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material 
misstatement, whether due to fraud or error.  

In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a going concern, 
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the 
Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.  

CountPlus Annual Report 2020 
 
 
 
 
 
 
 
 
 
 
 
Independent Auditor’s Report
To the members of CountPlus Limited

105

Auditor’s responsibilities for the audit of the financial report  

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material 
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance 
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing 
Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are 
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions 
of users taken on the basis of this financial report.  

A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance 
Standards Board website at: https://www.auasb.gov.au/auditors_responsibilites/ar1_2020.pdf. This description forms part of 
our auditor’s report. 

Report on the remuneration report 

Opinion on the remuneration report 

We have audited the Remuneration Report included in pages 28 to 37 of the Directors’ report for the year ended 30 June 
2020.  

In our opinion, the Remuneration Report of CountPlus Limited, for the year ended 30 June 2020 complies with section 
300A of the Corporations Act 2001.  

Responsibilities 

The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance 
with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, 
based on our audit conducted in accordance with Australian Auditing Standards.  

Grant Thornton Audit Pty Ltd 
Chartered Accountants 

S M Thomas 
Partner – Audit & Assurance 

Sydney, 28 August 2020 

CountPlus Annual Report 2020 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
106

ASX Additional Information

The shareholder information set out below was applicable as at 31 July 2020.

Distribution of equitable securities

Analysis of number of equitable security holders by size of holding:

1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over

Total

Holding less than a marketable parcel – 149 holders.

Equity security holders

Twenty largest quoted equity security holders

The names of the twenty largest security holders of quoted equity securities are listed below:

Colonial First State Group Limited
National Nominees Limited
HSBC Custody Nominees (Australia) Limited
J P Morgan Nominees Australia Pty Limited
Mr Barry Martin Lambert
Pacific Custodians Pty Limited (Employee Share Tst A/C)
Citicorp Nominees Pty Limited
Santos L Helper Pty Ltd (SBS Van Paassen A/C)
Rowe Heaney Super Fund Pty Ltd (Rowe Heaney Super Fund A/C)

1
2
3
4
5
6
7
8
9
10 Mrs Joy Wilma Lillian Lambert
11 Mirrabooka Investments Limited
12
13
14 Mr Michael Allan Beddoes (Beddoes Practice A/C)
15 Mr Joseph Zanca & Mrs Szerenke Zanca (Zanacorp Super Fund A/C)
16 Mr Barry Martin Lambert
17
18
19
20

RK Sydney Pty Ltd (RK Family A/C)
Zanacorp Financial Group Pty Ltd
Supergeneration Pty Ltd (Supergeneration A/C)
UBS Nominees Pty Ltd

Avanteos Investments Limited (7749080 Jonathan A/C)
Harvey Investment Company Pty Ltd (Seastar Investment A/C)

Totals: Top 20 holders of issued capital (total)

Substantial holders

As at the date of this report, the substantial shareholder is:

Ordinary shareholder
Colonial First State Group Limited

Listed Ordinary Shares – Fully Paid

Number of Holders

Number of Shares

435
733
324
541
86

255,462
1,996,554
2,605,274
15,950,601
93,414,668

2,119

114,222,559

Listed Ordinary Shares – Fully Paid

Number of Shares

Percentage

40,945,747
6,424,821
6,201,525
4,615,988
3,300,000
2,679,657
2,507,526
2,100,000
1,485,000
1,333,333
1,261,897
1,162,528
835,561
800,000
777,750
764,729
757,000
562,500
533,600
454,974

79,504,136

35.85
5.62
5.43
4.04
2.89
2.35
2.20
1.84
1.30
1.17
1.10
1.02
0.73
0.70
0.68
0.67
0.66
0.49
0.47
0.40

69.61

Listed Ordinary Shares – Fully Paid

Number

Percentage

40,945,747

35.85

CountPlus Annual Report 2020Investors' Information

107

Share Trading

Shareholders’ Enquiries

CountPlus Limited’s fully paid ordinary shares are listed on the 
Australian Stock Exchange (ASX) and are traded under the code CUP.

Investors seeking information regarding their shareholding or 
wishing to change their address, should contact our share registry:

Computershare Investor Services Pty Ltd

Voting rights

At a General Meeting, every member present in person or by proxy 
or attorney, or in the case of a corporation by a representative duly 
authorised under the seal of that corporation, has one vote on a 
show of hands and in the event of a poll, one vote for each fully paid 
ordinary share held by the member. Options carry no voting rights.

Address  

Telephone 

Fax  

  Level 3, 60 Carrington Street 
  Sydney NSW 2000

 1300 850 505 
+61 2 8234 5000

  +61 2 8235 8150

Any other enquiries relating to CountPlus Limited can be directed to 
CountPlus at:

Postal Address 

Telephone  

Email 

    GPO Box 1453 

Sydney NSW 2001

  +61 2 8218 8778

  info@countplus.com.au

CountPlus Annual Report 2020 
 
 
 
 
Annual Report

l

C
o
u
n
t
P
u
s
A
n
n
u
a

l

R
e
p
o
r
t
2
0
2
0

2020