C
o
u
n
t
P
l
u
s
A
n
n
u
a
l
R
e
p
o
r
t
2
0
2
2
T
R
O
P
E
R
2
2
0
2
L
A
U
N
N
A
APPENDIX 4E
FOR THE YEAR ENDED 30 JUNE 2022
1
Company details
Name of entity
CountPlus Limited
ABN
11 126 990 832
Reporting period
For the year ended 30 June 2022
Previous period
For the year ended 30 June 2021
2
Results for announcement to the market
Revenue from contracts with customers
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
6% to
4% to
4% to
Comments
The profit for the Group after providing for income tax and non-controlling interest amounted to $5,112,000 (30 June 2021: $4,938,000).
$’000
85,293
5,112
5,112
3
Net tangible assets
Net tangible assets per ordinary security
Reporting period
Cents
Previous period
Cents
27.53
37.50
Right-of-use assets and lease liabilities recognised under AASB 16 as well as contract assets and contract liabilities recognised under AASB 15
have been excluded from this calculation.
4
Entities where control was gained or lost
Names of entities
4Front Holdings Pty Ltd
Wealth Axis Holdings Pty Ltd
Accurium Holdings Pty Ltd
There was no loss of control of entities during the period.
Ownership
%
Date of
acquisition
51%
51%
85%
01/07/2021
20/08/2021
01/11/2021
2
COUNTPLUS ANNUAL REPORT 2022 APPENDIX 4E
FOR THE YEAR ENDED 30 JUNE 2022
5
Dividends
2022 Half Year dividend paid on 6 April 2022
2022 Final dividend to be paid on 12 October 2022
Amount per
security
Cents
Franked amount
per security
Cents
1.50
2.00
1.50
2.00
The record date for determining entitlement to the 2022 Final dividend is 23 September 2022 and payable on 12 October 2022. The Final
dividend is not provided for at 30 June 2022 and there is no dividend reinvestment plan in place for the group.
6
Details of associates
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
Southern Cross Business Holdings Pty Ltd
Group's aggregate share of associates profit
Profit from ordinary activities after income tax
Reporting entity's percentage holding
Contribution to profit
Reporting period
%
Previous period
%
Reporting period
$’000
Previous period
$’000
32.36%
40.00%
43.00%
40.00%
20.00%
30.00%
49.00%
32.36%
40.00%
40.00%
40.00%
20.00%
30.00%
–
1,165
355
373
359
64
732
468
3,516
1,192
255
332
312
54
353
–
2,498
7
Audit qualification or review
The financial statements have been audited and an unmodified opinion has been issued.
3
COUNTPLUS ANNUAL REPORT 2022 S
U
L
P
T
N
U
O
C
T
U
O
B
A
CountPlus partners with leading firms and provides
valued services to a professional community of
financial advisers. We will, collectively, secure the
financial well being of our clients.
4
COUNTPLUS ANNUAL REPORT 2022
CONTENTS
6
8
10
14
16
18
22
35
37
98
99
Chairman's Report
CEO Report
Firm Profiles
Financial Summary
CountPlus Board
Directors' Report
Remuneration Report
Auditor's Independence Declaration
Financial Statements
ASX Additional Information
Investors' Information
5
COUNTPLUS ANNUAL REPORT 2022 CHAIRMAN'S
REPORT
It’s my pleasure to once again deliver our CountPlus full year results.
FY22 was a year of change for us all and we were pleased
to announce Hugh Humphrey as our new Chief Executive
Officer commencing on 1 July 2022, and to broaden
Laurent Toussaint’s CFO responsibilities to include
Operations. All our non-executive directors continued
to bring a wealth of expertise and experience, providing
a stable source of guidance throughout the year.
Across the CountPlus group we now represent a strong
community of 3,455 people in 136 accounting, wealth,
and services firms with national presence. In FY22 the
group served over 75,000 clients. As a result, group
revenues for the year increased +6% to $85.3M providing
our foundation for targeted growth. We are pleased to
report a final dividend of 2.00 cents per share, fully franked
representing an increase of 33% over the prior year and
returning 3.50 cents to shareholders for the full year.
In the period, we made two acquisitions to establish our
Services segment, consistent with our strategic intent
to complement and strengthen the operations of our
Accounting and Wealth firms and support the delivery
of our integrated client-centric advisory model.
Whilst demand for the services we provide continues to
grow, we are acutely aware of the increased competition
for fewer advisers, and higher valuations for acquisitions
of Accounting and Wealth firms. Despite this, the
strength of our proposition is reflected in the growth of
our acquisitions pipeline which has increased over 2021.
We will continue our focus on attracting the best talent
and enable them to do their best work through delivering
efficient processes and access to market leading
technology, which is key to growing engagement with
both existing firms and prospects.
6
COUNTPLUS ANNUAL REPORT 2022
We are not immune to the volatility in global markets
and we continue to closely monitor and respond to the
rapidly changing economic conditions. In particular, as
a professional services business the rapid inflation we
have seen in wages to secure talent. However, we remain
well positioned to mitigate inflationary pressures and
our business continues to reflect low levels of borrowing
with an overall net cash position. We will be prudent
in our firm acquisitions as we see valuations climb,
to select only the best businesses for our network.
The Board was pleased to approve the first CountPlus
ESG statement, the first step in an active and ongoing
conversation about how we continue to make positive
impacts in our community and the environment. It is
aligned to the long-term service value that we offer,
and the quality of our sustainable accounting, wealth
and services firms. We announced a share buyback
of up to 11,422,255 ordinary shares commencing in
July 2022 and can report good progress with execution
and the shareholder value this will create.
Thank you to our employees and partners for their
contribution to CountPlus. Your efforts have delivered
a robust business foundation and market leading
proposition. From this position, the board will confidently
seek to deliver greater value to shareholders, delivering
profitability and growth from both existing businesses
and the acquisition strategy we have successfully
established this year.
Thank you for being a CountPlus shareholder.
Ray Kellerman
Chairman
7
COUNTPLUS ANNUAL REPORT 2022 CEO
REPORT
It is my pleasure to deliver the first full year results as CEO of CountPlus.
Our profit attributable to CountPlus shareholders for
the FY22 grew +4% to $5.1M. The unaudited forecast we
released on 27 June 2022 was realised, with the business
delivering EBITA growth in all three segments. After
removing government grants (FY22 $0.2M vs FY21 $2.5M)
and grandfathered commissions (FY22 nil vs FY21 $1.8M),
Accounting grew +1% to $13.5M, Wealth grew +450%
to $3.2M and Services grew to $1.3M (n/a).
Importantly, these results have been delivered in a year
where we faced a challenging economic environment.
FY22 results also present our first full year without
any conflicted remuneration following the end of
grandfathered commissions on 1 January 2021. This year
31,439 customers received a total of $35M in refunds
to remediate conduct under prior business ownership.
In our Accounting segment, we grew firm numbers to 18,
increased clients to over 35,000 and generated reported
revenues of $64.5M (-0.6%). We successfully closed two
acquisitions and two tuck-ins to our existing equity
partnerships. 94% of our equity partnerships now offer
converged Tax, Accounting and Financial Planning services
to clients. Lockup days reduced from 79 days to 76 days.
Average firm EBITA margin increased +2% from 19% in
FY21 to 21% excluding government grants and
grandfathered commissions.
Our Wealth segment reported consistent revenues at
$15.4M (-1%). 24,606 Statements of Advice (SoA) and
Record of Advice (RoA) were delivered to clients. We
grew Authorised Representatives by +12% from 248 to
278. 22 new firms joined Count as Corporate Authorised
Representatives. We welcomed former Commonwealth
Financial Planning customers to Count Financial as part
of an agreement for the Commonwealth Bank of Australia
to reimburse Count Financial Limited for a period of
two years: subject to agreed caps, this includes certain
onboarding costs and expenses for customers who chose
to move across.
8
COUNTPLUS ANNUAL REPORT 2022
Our newly established Services segment demonstrates our
ability to execute against our strategy. Overall revenue of
$5.4M was delivered, representing the recent acquisition
of Accurium and Wealth Axis. Accurium provided services
to around 4,000 accounting firms and produced over 40%
of the actuarial certificates required by Australian SMSFs,
and we are pleased with early progress in education and
consulting. I can report that Accurium has completed full
separation from Challenger Limited in August, three
months ahead of schedule and within budget. Wealth
Axis continues to invest in people to support new business
growth and lifted revenues by +87% to $1.9M. 15 businesses
are now supported for outsourced administration, and
more than 900 SoAs are produced per year. One in every
six Count Financial firms now use Wealth Axis services.
These results demonstrate a stable business platform
with a defined path of future growth in every segment.
When I personally observed a client advice presentation
on my first day as CEO, the unique and enviable role we
occupy for our clients was evident, and our ability to offer
integrated advice across tax, accounting and financial
planning is more relevant than ever.
We support Treasury’s ‘Quality of Financial Advice Review’
and welcome any recommendations that make advice
more accessible and more affordable. We agree that
upfront financial advice should be tax deductable, as is
already the case for ongoing financial advice. We support
a principles-based approach that treats the industry as
a profession. In this regard we are committed to work
constructively with government to reduce red tape.
And we anticipate a future that places greater recognition
on the experience of our team and enables our business
to leverage technology as we streamline the advice
process and unlock further benefits from our uniquely
integrated offer.
This integrated approach extends to our proud history
of community connection. In the last year, the Count
Charitable Foundation (“CCF”) delivered meaningful impact
across a diverse range of relevant causes: from important
domestic concerns including homelessness, mental
health, and the recent Australian east coast floods, to
global support for Ukraine. These initiatives demonstrate
the heart and spirit of our work. We were delighted
to support CCF in distributing $1.1M over the last year
to people in need.
I have committed to personally visit all our equity
partnerships by the end of December this year and can
report that I am already halfway towards this goal. With
the stable business platform we have now established,
we will continue to pursue targeted growth in each
of our segments in FY23.
Hugh Humphrey
CEO
9
COUNTPLUS ANNUAL REPORT 2022 FIRM
PROFILES
Accurium
Expanding digital horizons with Accurium
With the acquisition of Wealth Axis in August 2021,
CountPlus signalled the start of a new era investing in
the services segment offerings to support its accounting
and advisory firms. This focus continued in November
2021 with an 85% investment in Accurium the latest
strategic move to enhance the range of services available
to CountPlus and Count Financial Member firms.
Accurium is Australia’s largest supplier of actuarial
certificates to SMSFs, provided directly via their easy
to use online portal and integrations with leading SMSF
accounting software platforms. They are also one of the
largest education providers in this space, with solutions
that are a natural fit for a community of accounting and
advisory firms that offer SMSF solutions to their client base.
CountPlus’ $7.65 million Accurium investment continues
the move into diversified revenue opportunities, while at
the same time enhancing the ‘technology-led’ approach
the business has been focused on. CountPlus has partnered
with a number of technology partners since 2020, aimed at
introducing new solutions to support client engagement
and improve practice efficiency.
Doug McBirnie, Managing Director at Accurium, speaks
passionately about the new era under CountPlus in the past
nine months, and how the cultural alignment between the
businesses is helping to drive positive growth outcomes.
“Since joining the CountPlus community, we have
experienced a shared strategic vision thanks to the clear
commitment the business has to innovation and digital
solutions. With access to capital and the support of the
broader CountPlus team, we feel like we’re able to grasp
opportunities and expand into new areas. It makes our job
a lot simpler when we can tap into the broader network of
subject matter experts and share in that collective wisdom.”
Helping to drive this expansion is a loyal existing client
base which provides a solid foundation to invest in new
opportunities.
10
“It’s easier to innovate when you have a large group of
clients and a strong reputation for professionalism and
expertise in the SMSF space. That gives us confidence to
try new things because we know the feedback we receive
will be honest, constructive and relevant to what we’re
trying to achieve”, he added.
So where does McBirnie see the opportunities for
Accurium’s next phase of strategic growth?
“One area where we see real potential is our professional
education and technical support offering for accountants,
which we plan to accelerate in the next couple of years.
That includes expanding our TechHub (an online learning
platform) to provide a broader range of educational
content and new ways to learn. The partnership that we
have with CountPlus is key to bringing our vision to reality,
along with the additional exposure to Member firms which
is opening up new opportunities for us.”
COUNTPLUS ANNUAL REPORT 2022
Southern Cross
Business Advisers
Developing high-performing teams, a focus for
Southern Cross Business Advisers
As part of a dedicated shift in strategic approach, leading
Mildura-based accounting firm Southern Cross Business
Advisers (SCBA) has doubled down on their commitment
to developing their team in order to enhance their client
service.
“Developing and investing in our people is key to creating
future leaders and delivering better client outcomes.
There are many capabilities needed in our profession
and not all of them are complementary. Our core focus
is to ensure that our teams are given every opportunity
to succeed through their desired career path with the
structured mentoring and skills-based training programs”,
said Noel Costa, SCBA Managing Principal.
Their developmental focus has concentrated on two
main areas; implementing efficient business practices
which creates more capacity, and behavioural coaching/
mentoring to foster stronger relationship building. These
‘soft’ skills work hand-in-hand with rigorous education
programs to help staff navigate delicate client related
matters.
“We introduced offshore support so that we can spend
more solution focussed and commercial advisory time on
client files and presentation skills, rather than compliance
workflow. We’ve also implemented a program where our
Partners spend more time coaching/mentoring our team
on a one-on-one basis, meeting fortnightly in order to fast
track their professional development. We encourage our
team members to set the agenda and bring a client file to
the table where we view it from a commercial perspective
and identify advisory work that may otherwise be
overlooked. Our mantra is ‘teach it forward’”, he added.
SCBA is now an established member of the CountPlus
community, following a 49% equity investment in the
business in September 2021. Throughout that time,
we have had access to CountPlus’ head office resources
to help with their strategic business planning.
“Having a partnership with CountPlus has helped us
immensely. Being able to leverage additional capabilities
feels like having extra people in our team. This in turn
improves the quality of the service we can deliver to our
clients”, Costa added.
SCBA Director, Tony Jones, adds that their approach to
individual development is paying dividends, with client
satisfaction improving as a result.
“Building an aspiring team culture, our team feel more
confident and empowered when they know we are
investing in their careers. The preparation for client
meetings and confidence shines through when presenting
and communicating to clients. It’s little things like this that
ensure that we are on the path to becoming a leading
advisory service”, he said.
With a tightknit and loyal group of clients across north-
west regional Victoria, the SCBA team understands the
value of relationship building and maintaining a close
connection to the community.
“We have a diverse client base, but they all have one thing
in common – a desire to have financial peace of mind and
security for their future. The most satisfying element of our
work is knowing that we can have a truly strong influence
in making that a reality”, he said.
So what’s next on the horizon for the SCBA team?
“Our goal is keep enhancing our reputation as an employer
of choice where people can grow their careers in a
supportive environment. There’s a close link between the
investments we make in our people and the success of our
clients. We are all working towards a common goal which
gives us a clear purpose”, Jones concluded.
11
COUNTPLUS ANNUAL REPORT 2022 Smart Private Wealth
Smart clients, the key for Smart Private Wealth
For Shannon Smit and the team at Smart Private Wealth,
providing a service centred around client education is one
of their most important objectives. It is viewed as their
defining point of difference.
“That’s our why – to put people in a position to make better
financial choices and make a real difference to their lives.”
The Mornington-based accounting and advisory firm has
been part of the Count Financial network since 2019, and in
that time forged a strong reputation for their client-centric
approach. They aim to empower their clients by imparting
as much valuable information as possible, through direct
conversations, e-books, workshops and webinars.
“The webinars serve a double purpose. They give us
the opportunity to educate, but also the opportunity
to expand our client base. We now have clients all over
Australia because they’ve been able to attend one of
our webinars to get a better understanding of how we
can help them.”
Smit, who is CEO and Founding Director at Smart Private
Wealth, says this educational approach is as a key
differentiator for their business.
“Providing our clients with knowledge is important.
It’s our job to assess their circumstances and make
recommendations, but at the end of the day they’re the
ones who need to make decisions. It’s our responsibility
to instil that confidence in them. It’s easy for them to
simply say ‘I trust you’, but the smarter we can make the
client, the more empowered they become. Our smartest,
most informed clients are the ones whose financial
portfolios are performing best.”
According to Smit, generating client trust is also a
critical step in the advisory process. It opens up honest
conversations about where the client is placed and
what they want to achieve.
“Trust is huge in any professional services relationship.
Clients need to know that the advice is coming from
someone that wholly understands their situation and can
work with them to achieve success. We pride ourselves
on building that foundation from the first interactions
we have because we genuinely care about our clients
and want them all to do well.”
That client-centric mindset has paid off, with Smit and the
Smart Private Wealth team taking out a number of recent
award wins, including Goals Based Adviser of the Year and
Marketing Consultant of the Year at the 2021 IFA Awards,
along with the Financial Adviser of the Year at the 2021
Women in Finance Awards. They were also voted as Count
Financial’s New Member Firm of the Year 2019 and Innovator
Of The Year 2021. It has given them the reputation as the
most awarded team on the Mornington Peninsula.
“The award wins are wonderful. We don’t take them for
granted and they certainly help to recognise the hard work
of the entire team. They’re also a valuable marketing tool
for our business because they send a powerful message
to the community that we have the expertise, experience
and can be trusted”, Smit concluded.
12
COUNTPLUS ANNUAL REPORT 2022 Premium Business Group
A commitment to the community
When Premium Business Group joined the Count Financial
network in March 2022, it signalled the beginning of a
new era for the Hobart-based advisory firm. They chose
to move to Count Financial based on the overwhelming
sense of community and non-institutional alignment that
the CountPlus-owned licensee is known for.
Tom Whitley, Financial Adviser at Premium Business Group,
explains the thought process behind the decision to join
and the benefits the move has brought to their business
and clients so far.
“Changing licensees isn’t a decision that’s made lightly,
so we did our due diligence and thoroughly assessed the
options in the market. Being able to sit down with key
people inside the business and get a better understanding
of what they could offer made Count Financial a compelling
option. For us, those conversations with key management
personnel were the driving force behind our decision.
They have a team which works closely with us and operates
like an extension of our business, with the technology
and systems that can support us along the way.”
Whitley also explains the genuine commitment to creating
positive client outcomes made Count Financial stand out
from its competitors.
The next phase for Premium Business Group involves
growing their existing client base, which is also being
supported through Count Financial’s dedicated head
office referrals team. Count Financial is actively committed
to fostering growth opportunities for its national network
of Member firms and promoting the value of financial
advice to more Australians.
“We have been conducting local area marketing campaigns
targeting former advice clients who are in need of a new
financial adviser, introducing them to our team and
explaining the ways that we can support their needs.
This has been successful in helping us generate a number
of new referrals from the area”, Whitley added.
“We have an amazing group of clients and supporting
their needs is paramount. We hold an in-person client
information session once a year and it was terrific
to be joined by our Practice Development Manager
Wally David and Andrew Kennedy (Chief Advice Officer
at Count Financial) at the most recent event. There were
around 100 clients in attendance where we spoke about
the current state of the markets, interest rate rises and
the importance of having a financial plan. Spending time
with clients in that forum and hearing first-hand about
their experiences is really valuable for us.”
So far, the targeted marketing activity has resulted in
over 30 new referrals from just 120 prospective clients
contacted, demonstrating a strong appetite for advice in
the community. A further batch of marketing letters will
be sent to more prospects in the coming weeks, assisting
the continued growth and success of Premium Business
Group and highlighting Count Financial’s commitment
to supporting its Member firms.
13
COUNTPLUS ANNUAL REPORT 2022 Y
R
A
M
M
U
S
I
L
A
C
N
A
N
F
I
#
1
2
3
4
5
6
7
8
9
10
11
12
13
14
Revenue from contracts with customers
Other income
Total operating expenses
Earnings before interest, tax and amortisation (‘EBITA’)
before profit from associates
Share of net profit from associates
EBITA
Interest income
Interest expense
Amortisation
Profit before tax
Income tax expense
Net profit from operations after income tax
Profit attributable to owners of CountPlus
Profit attributable to non-controlling interest
Basic earnings per share (cents)
Diluted earnings per share (cents)
Current assets
Current liabilities
Current ratio
Non-Current assets
Non-Current liabilities
Net assets
Net cash
14
2022
$'000
85,293
3,573
(80,863)
8,003
3,516
11,519
27
(1,096)
(2,154)
8,296
(941)
7,355
5,112
2,243
4.58
4.57
300,215
285,627
1.05
128,313
54,437
88,464
11,739
2021
$'000
80,521
3,530
(74,603)
9,448
2,498
11,946
53
(1,059)
(1,377)
9,563
(2,479)
7,084
4,938
2,146
4.43
4.39
321,451
299,725
1.07
95,212
35,116
81,822
21,911
Change
%
6%
1%
8%
(15%)
41%
(4%)
(49%)
3%
56%
(13%)
(62%)
4%
4%
5%
3%
4%
(7%)
(5%)
(2%)
35%
55%
8%
(46%)
COUNTPLUS ANNUAL REPORT 2022
Notes to Financial Summary
1. Revenue from contracts with customers
7. Amortisation
Revenue is generated from accounting services, financial
planning, wealth and services. Accounting related revenue
represents 60% of revenue from contracts with customers
and was down on the prior period by 3%. Financial
planning revenue makes up 14% of revenue from contracts
with customers and was up on the prior period by 6%.
Wealth revenue makes up 10% of revenue from contracts
with customers and was down 7% on prior period. Services
revenue represents 6% of revenue from contracts with
customers and was a new revenue stream for this year.
Revenue from contracts with customers was higher
than the prior year by 6% primarily due to the revenue
recognised from the new services revenue stream.
2. Total operating expenses
Total operating expenses were 8% higher than the prior
period. This is primarily due to additional expenses from
the new services revenue stream.
Amortisation (non-cash) of $2.2M (2021: $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. The increase
from prior year of 56% is driven by the additional acquired
client relationships and adviser networks acquired through
business combinations during FY22.
8. Income tax expense
Income tax expense is lower when compared to the
prior year due to the non-taxable gains on the sale
of fee parcels and subsidiaries.
9. Net profit from operations after income tax
Net profit after tax increased in the current year due
to a lower income tax expense offset by a reduction in
government grants. Profit attributable to CountPlus Ltd
shareholders was $5.1M.
3. Share of net profit from associates
10. Current assets
Share of net profit from associates increased by 41% due
to earnings of Southern Cross Business Holdings Pty Ltd
which was acquired in FY22.
4. EBITA
EBITA decreased by 4% due to a decrease in government
grants received by $2.22M due to COVID-19 and offset
by an increase in the Group’s share of net profit from
associates.
5. Interest income
The 49% decrease in interest income was driven by
reductions in the cash interest rate in the current period.
6. Interest expense
Interest expense remained consistent with the prior
year and includes finance costs recognised in line with
accounting standard AASB 16 Leases.
Current assets decreased due to the indemnity asset,
due from CBA, decreasing by $22M to $238M.
11. Current liabilities
The decrease in current liabilities was due largely to
the decrease in the remediation provision within Count
Financial by $22M to $238M due to payments being
made as part of the remediation program.
12. Non-current assets
Non-current assets have increased by $33M to $128M due
to an increase in goodwill and acquired client relationships
and advisor networks as a result of subsidiaries acquired
through the equity partnership strategy as well as an
increase in ongoing insurance trail commissions receivable.
13. Non-current liabilities
Non-current liabilities increased compared to prior year
due to an increase in ongoing insurance trail commission
payable in Count Financial.
14. Net cash
Net cash (cash and cash equivalent less interest bearing
liabilities) has decreased to $11.7M (2021: $21.9M) due
to cash being used in acquisitions during FY22.
COUNTPLUS ANNUAL REPORT 2022
15
COUNTPLUS
BOARD
Ray 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, Ironbark Asset
Management (Fund Services) 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.
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 Audinate Group Limited (ASX:AD8)
and Latitude Group Holdings Limited (ASX: LFS) as well as Hallmark Insurance, a Latitude subsidiary.
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.
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 the Chair of Seeing Machines
Limited (AIM: SEE) as well as being a member of the Finance and Risk Committee, and the People
and Culture Committee.
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.
16
COUNTPLUS ANNUAL REPORT 2022
Andrew McGill
Andrew has more than 30 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 Chairman of the advisory board of Besen Pty Ltd.
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.
Carolyn Colley
Carolyn has more than 30 years leadership experience spanning financial services, product
development and innovation. Carolyn was most recently a co-founder and Chief Operating Officer
of Faethm Pty Ltd, a global Software-as-a-Service augmented analytics platform which enables
companies, governments and educators to understand the impact of emerging technologies on
the Future of Work. She was the Chief Operating Officer of Asgard Wealth Solutions and St. George’s
Wealth Management business and was the Head of Strategy for Macquarie Advisor Services and the
Head of Personal Banking at Macquarie Bank. Carolyn was also the CEO of formerly listed software
business, Decimal Software Limited.
Carolyn is an Independent Non-Executive Director of the subsidiary settlement and clearing boards
of the Australian Securities Exchange (ASX:ASX) and a member of the ASX Technology Committee.
An Independent Non-Executive Director, Chair of the Information Technology committee and
member Remuneration and Nominations Committee of ASX listed salary packaging and leasing
business Smartgroup (ASX: SIQ). An independent Non-Executive Director and Chair of the Digital
Committee of Chartered Accountants Australia and New Zealand. Non-Executive Director and
member of the Board Risk and Compliance Committee of Milford Asset Management Limited
and Chair of Milford Australia Pty Limited. Carolyn is also a Non- Executive Director and Chair
of the Digital Technology Committee of Chartered Accountants Australia and New Zealand and
Non-Executive Director and Deputy Chair of Liverpool Neighbourhood Connections, a community
based not for profit organisation.
Hugh Humphrey
Hugh is the Chief Executive Officer and Managing Director of CountPlus, and a Director of Count
Financial.
Hugh is a highly regarded executive in the financial services sector. He started his career at global
accounting giant PricewaterhouseCoopers, has been the CEO of Hillross Financial Services and was
the Executive General Manager for Wealth at Commonwealth Bank.
Most recently he was the senior executive responsible for NAB’s personal banking business in NSW.
Hugh is renowned as a growth leader and has delivered large-scale change programs including
wealth transformations at AMP and CBA.
He has significant expertise in effective risk management, business compliance and customer
remediation. He has deep client experience capabilities and digital expertise that he developed in his
time leading consumer and enterprise businesses in telecommunications with Optus and Vodafone.
He is a non-executive Director of The Infants’ Home and has previously been a director of Hillross Pty
Ltd, Vodafone Fiji and a non-executive Director of the Future2 Foundation.
Hugh holds a Bachelor of Commerce from The University of Sydney with double majors in Economics
and Marketing. He has an MBA from Henley Business School at the University of Reading, UK. He is
a Chartered Banker and he has completed the Australian Institute of Company Directors course.
17
COUNTPLUS ANNUAL REPORT 2022 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 2022.
Board of Directors and Company Secretaries
The following persons were Directors and Company Secretaries of CountPlus Limited during the whole of the financial
year and up to the date of this report, unless otherwise stated:
Ray Kellerman
Chairman
Alison Ledger
Independent Non-Executive Director
Kate Hill
Independent Non-Executive Director
Andrew McGill
Independent Non-Executive Director
Carolyn Colley
Independent Non-Executive Director
Matthew Rowe
Managing Director and Chief Executive Officer – Resigned 24 February 2022
Hugh Humphrey
Managing Director and Chief Executive Officer – Appointed 1 July 2022
Laurent Toussaint
Company Secretary and Interim Chief Executive Officer (24 February 2022 – 30 June 2022)
Narelle Wooden
Company Secretary
Doug Richardson
Company Secretary
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
7/7
7/7
6/7
6/7
Member
Chair
4/4
4/4
Carolyn Colley
Non-Executive Director
6/7 Member
4/4
Audit and Risk
Committee
Acquisitions
Committee
Remuneration
and Nominations
Committee
Technology
and Innovation
Committee
Meetings
Attended Position
Meetings
Attended
Position
Meetings
Attended
Position
Member
Chair
Meetings
Attended
Position
Meetings
Attended
7/7
7/7
Member
Chair
3/3
3/3
Member
6/7
Member
2/2
2/2
1/1
Chair
Member
Matthew Rowe* Managing Director and CEO
3/4
Member
2/2
* Matthew Rowe resigned effective 24 February 2022.
18
COUNTPLUS ANNUAL REPORT 2022
Principal activities
During the financial year the principal continuing
activities of the Group consisted of:
Î Accounting, tax and audit services;
Î Financial planning and advice in relation to investment,
superannuation and personal insurance;
Î Wealth services being the operator of financial advice
licence business; and
Î Actuarial certificate and paraplanning services.
Review of operations
The profit for the Group after providing for income tax
and non-controlling interest amounted to $5,112,000
(30 June 2021: $4,938,000).
The management team has been focussed on working
with our member firms to improve the key financial,
cultural and strategic drivers and grow organically, through
working with our member firms, and inorganically by
acquisitive activity which is reflected in the improved
financial results for the year ended 30 June 2022.
Capital management
Interest-bearing debt has increased from $4,328,000
at 30 June 2021 to $9,801,000 at 30 June 2022. CountPlus
continues to focus on prudent capital management
by improving cashflows generated by Partner 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
On 1 July 2021, CountPlus Limited merged its member firm
100% owned Cooper Reeves Pty Ltd with 4Front Holdings
Pty Ltd, resulting in CountPlus’ ownership interest being
transferred into a 51% ownership of 4Front Holdings
Pty Ltd.
On 30 July 2021, CountPlus Limited sold the Audit and
Corporate Finance business units of member firm Bentleys
(WA) Pty Ltd to Hall Chadwick (WA) Pty Ltd for $3.935M.
On 20 August 2021, CountPlus Limited acquired a 51%
shareholding in Wealth Axis Holdings Pty Ltd, a provider
of paraplanning and administration support services
to financial advice firms for $1.328M. The acquisition was
the first step in building the CountPlus services strategy
of investing in activities that enhance operational capacity
within member firms.
On 20 August 2021, CountPlus Limited’s member firm,
Unite Advisory Pty Ltd, acquired the business of Bentley,
Brett & Vincent (BBV) for $1.659M. Unite Advisory also
completed a 25% equity sell down to Key Management
Personnel under the CountPlus equity partnership model
for $0.875M. CountPlus retains a 75% shareholding in Unite
Advisory.
On 3 September 2021, CountPlus Limited acquired a 49%
shareholding in Southern Cross Business Holdings Pty Ltd,
a leading accounting firm located in Victoria for a total
purchase consideration of $2.741M.
On 1 November 2021, CountPlus Limited acquired an 85%
shareholding in Accurium Holdings Pty Ltd, Australia’s
largest supplier of Self Managed Superannuation Fund
(SMSF) actuarial certificates from Challenger Limited
for $7.650M.
COUNTPLUS ANNUAL REPORT 2022
19
Dividends
CountPlus’ dividend policy is set at a range of between 60% to 90% of maintainable net profit after tax and minority
interests, subject to market conditions and company performance.
CountPlus is committed to the following principles in determining the dividend policy:
Î Payment of dividends out of operating cashflows; and
Î Consideration of debt reduction, working capital and investments.
The Board is pleased to declare a final dividend of 2.00 cents per share fully franked for the financial year ended
30 June 2022 (30 June 2021: 1.50 cents per share). The half-year 2022 dividend paid and final 2022 dividend declared
were 80% of maintainable net profit after tax and minority interest.
Dividends paid during the financial year were as follows:
Financial year ended
Franking
2021
2022
Fully franked
Fully franked
Status
Paid
Paid
Cents per share
Payment date
1.50 (per fully paid share)
13 October 2021
1.50 (per fully paid share)
6 April 2022
Events after reporting date
On 1 July 2022, CountPlus Limited appointed Hugh
Humphrey as Chief Executive Officer.
On 1 July 2022, CountPlus Limited finalised terms to
acquire a 32.75% shareholding in WSC Group Pty Ltd
on 1 August 2022.
On 4 July 2022, CountPlus Limited member firm, NSW
based CountPlus One Pty Ltd (CP1) acquired 100%
of the business CDC Partners Pty Ltd.
On 13 July 2022, CountPlus Limited commenced a share
buy-back scheme to enhance returns to shareholders
with specific capital management initiatives. A maximum
of 11,422,255 shares will be repurchased. The timing and
number of shares repurchased will depend on the Group’s
share price and market conditions. 761,089 shares have
repurchased up to the date of this report. There can be
no certainty that all of the shares will be repurchased.
On 26 August 2022, the Directors resolved to declare
a full year final dividend for FY22 of 2.00 cents (fully
franked) to be paid on 12 October 2022 (Record date
23 September 2022).
No other matters or circumstances have arisen since
the end of the financial year which significantly affected
or could significantly affect:
(a) the Group's operations in future financial periods,
or consolidated entity,
(b) the results of those operations in future financial
periods, or
(c) the Group's state of affairs of the consolidated
entity in future financial periods.
Our business by segments
The Group consists of three operating segments:
Accounting which comprises the provision of accounting,
audit and assurance, taxation, financial planning services
and business and corporate advisory services.
Wealth which comprises of Financial Advice services
provided by Australian Financial Services Licence (AFSL)
holders.
Services which comprises of services that support the
activities of the Accounting segment.
The Group will continue to align, build, and grow its core
business through organic and acquisitive growth.
20
COUNTPLUS ANNUAL REPORT 2022 Legislative risk
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 accounting and business advisory firms.
Legislative risk is not currently expected to significantly
impact the profitability of accounting and business
advisory firms and the Group, but it will continue to be
closely monitored by the Board’s Audit and Risk Committee.
Other risks
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 Equity partnership: the timing and implementation
of this initiative will be subject to the underlying
performance of the participating firms against key
performance indicators.
Material business risks
The main risks for the Group are classified into three
categories, operational, legislative and other. 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.
Operational risk
The main operational risk for our accounting and business
advisory firms relates to inappropriate or inadequate client
advice. All firms are required to have quality assurance
processes and appropriate professional indemnity
insurance either directly or as part of the Group policy.
Accounting and business advisory 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.
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.
A further operational risk 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. Accounting and business advisory 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.
Accounting and business advisory firms Principals are
subject to restraint clauses as part of their employment
contracts. In addition, all accounting and business advisory
firms have succession plans in place.
Training and compliance monitoring have been
implemented to ensure standards are being met.
21
COUNTPLUS ANNUAL REPORT 2022 REMUNERATION
REPORT (AUDITED)
This Remuneration Report for the year ended 30 June 2022 forms part of the Directors’ Report. It has been prepared in
accordance with the Corporations Act 2001 (Cth) (the Act), the Corporations Regulations 2001 (Cth) and AASB124 Related
Party Disclosures and audited as required by the Act. It also includes additional information and disclosures that are
intended to enable a deeper understanding by shareholders of CountPlus’ remuneration governance and practices.
Dear Shareholders,
On behalf of the Board, I am pleased to present the
Remuneration Report for the year ended 30 June 2022
(FY22). The Remuneration Report aims to provide
information regarding the remuneration framework
and structure for Key Management Personnel (KMP)
including non-executive and executive directors of
CountPlus for FY22 with a focus on addressing the
interests of all stakeholders.
This year, we have updated the structure of the Report
to improve disclosure and communications to our
Shareholders. The Board acknowledges the valuable
feedback from Shareholders regarding the disclosure
surrounding the STI metrics and outcomes. As such,
we have addressed these concerns by clearly disclosing
what key performance indicators and weightings
applied in respect of FY22 performance and the
outcomes (refer to section 4.1 for more information).
The current executive remuneration strategy and
framework which focuses on the attraction, retention
and motivation of high-calibre individuals through the
reward of fair but competitive remuneration which
includes base pay as well as short and long-term
incentives. This ensures that executives are aligned
with shareholders and rewarded for their performance.
During the financial year, our CEO and Managing Director
Mr Matthew Rowe’s contract ended and was not renewed.
He was on a 5-year contract with CountPlus and did not
receive any termination benefits. Our CFO, Mr Laurent
Toussaint acted as Interim CEO effective 24th February
2022 until 30 June 2022. Mr Hugh Humphrey was
appointed as CEO and Managing Director on 1 July 2022.
With corporate social responsibility becoming an
increasingly prevalent topic, CountPlus is committed
to best practice in corporate governance, compliance,
and ethical behaviour within the ESG landscape with
the health, safety and wellbeing of our members, staff
and partners is our primary focus. Several initiatives that
we have implemented to assist with this goal include:
Î a formal diversity policy, to ensure that we are attracting
and hiring talent from a range of diverse backgrounds,
Î a whistle-blower policy, to ensure a safe and
confidential process when raising suspected corrupt,
illegal or unethical behaviour,
Î giving back to the community through the Count
Charitable Foundation which is aimed at providing
members and staff the opportunity to pursue
philanthropic endeavours aimed at improving their
local communities.
Alison Ledger
Chair of the Remuneration and Nomination Committee
22
COUNTPLUS ANNUAL REPORT 2022
People covered by this report
1
This report covers Key Management Personnel (KMP) which are defined as those who have the authority and
responsibility for planning, directing and controlling the activities of CountPlus.
Name
Role
Non-Executive KMP
Committee Membership
Appointed
Audit & Risk
Remuneration
& Nomination Acquisitions
Technology
& Innovation
Ray Kellerman
Non-Executive Chairman
27/04/2017
Alison Ledger
Independent Non-Executive Director
1/10/2016
Kate Hill
Independent Non-Executive Director
26/06/2017
Andrew McGill
Independent Non-Executive Director
4/12/2017
Carolyn Colley
Independent Non-Executive Director
6/10/2020
C
C
C
C
Executive KMP
Laurent Toussaint
Interim Chief Executive Officer
& Chief Financial Officer
Graham McGeagh
Chief Operating Officer
24/02/2022
22/01/2018
1/10/2018
Narelle Wooden
General Counsel and Company Secretary 19/11/2018
Andrew Kennedy
Chief Advice Officer, Count Financial
13/01/2020
Matthew Rowe
Chief Executive Officer
Hugh Humphrey
Chief Executive Officer
24/02/2017
1/07/2022
C = Chair of Committee = Member of Committee
The following changes to KMP occurred during FY22 or between the end of FY22 and the date of publication of this report:
(a) Laurent Toussaint was acting as the interim CEO from 24/02/2022 to 30/06/2022. Effective 1/07/2022 he was appointed
as Chief Financial and Operating Officer.
(b) Matthew Rowe departed during the financial year on 24/02/2022, he was previously the CEO & Managing Director.
(c) Graham McGeagh departed during the financial year on 06/03/2022, he was previously the Chief Operating Officer.
(d) Hugh Humphrey was appointed as CEO on 01/07/2022.
23
COUNTPLUS ANNUAL REPORT 2022
2
Remuneration Overview
2.1
Executive Remuneration Structure At-A-Glance
During FY22, the remuneration structures in place were unchanged from the prior year, and the same structure
is expected to apply in FY23. The following diagrams outline CountPlus’ approach to executive remuneration and
the remuneration cycle under the framework applicable to FY22:
Purpose
Delivery
Clawback
Base Pay
Variable Remuneration
Short-Term Incentive
Long-Term Incentive
To reward executives with
reference to position,
responsibility and
performance relative to
market benchmarks.
To reward Executive KMP for meeting
annual performance targets set by the
Board at the beginning of the reporting
period.
To align Executive KMP remuneration
with shareholder value over the longer
term subject to the satisfaction of
challenging performance conditions.
Base Salary,
Super, and Non-Monetary
Benefits.
Cash
Performance Rights over a Measurement
Period of 4 years.
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 base pay up to the date of termination. On termination without notice by the
Group in event of serious misconduct: all unvested short-term incentive (‘STI’) or long-
term incentive (‘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.
2.2
FY22 Executive Remuneration Opportunities and Outcomes At-A-Glance
The following charts outline the remuneration target / maximum opportunity under CountPlus’ executive remuneration
structures:
MD / CEO – Target
45%
22%
33%
Average Other Execs – Target
68%
19%
13%
Base Pay
Cash STI
LTI
24
COUNTPLUS ANNUAL REPORT 2022 3
CountPlus’ Remuneration Strategy, Policy and Framework
3.1
Remuneration Philosophy, Policy and Governance
Remuneration Philosophy
Policy and Governance
CountPlus’ Remuneration Policy (Policy) has been
approved by the Board which outlines overall responsibility
for all remuneration decisions. The Policy is reviewed at
least once every three years to ensure ongoing compliance
with regulatory changes, as more information becomes
known and the changes are due to take effect.
CountPlus has an established Remuneration and
Nomination Committee which, among other things,
is responsible for overseeing the remuneration and
human resource practices for the Group. In discharging
these responsibilities, the Remuneration and Nomination
Committee adheres to CountPlus’ Remuneration Policy,
which is in place to:
Î Outline employee obligations and CountPlus’
obligations;
Î Set out roles, responsibilities and accountabilities
of the KMP;
Î Set out clear reporting and controls;
Î Define various terms to ensure a common
understanding; and
Î Clarify what happens if this policy or associated
procedures are breached.
The guiding principles that underpin our remuneration
philosophy across CountPlus include:
Î Shareholder Aligned: Our executive remuneration
framework supports the delivery of our strategy
and helps to create shareholder value by linking
remuneration outcomes to relevant and measurable
financial and non-financial goals.
Î Simple and transparent: Our remuneration framework
is designed to ensure the highest level of transparency
and understanding, externally and internally.
Remuneration should maintain appropriate proportions
of fixed and performance-related pay to avoid excessive
risk-taking.
Î Clear remuneration governance: Our remuneration
framework, policies and processes are governed by
clear guidelines and accountabilities balanced with the
ability for the Board to apply judgement over potential
unintended or unequitable outcomes. All remuneration
for the CEO and KMP requires final approval by the
CountPlus Board with support of the Remuneration
& Nominations Committee.
Î Fair, equitable and motivational: Our remuneration
arrangements are designed to attract and retain
high-calibre individuals who live our values and are
collectively motivated by our vision, purpose, and
achievement of our business strategy. Remuneration
should, where possible for a comparable role, sit in
the mid-quartile of the industry-sector we operate.
Î Personal accountability and shared responsibility:
Our remuneration framework appropriately rewards
individual discretionary effort, teamwork, and behaviour
that is aligned with our values-based culture. This is
balanced with business unit / team performance and
must be reflective of the overall performance
of CountPlus.
Î Recognises the importance of our non-financial
strategic drivers: These include, Firms, People, Focus,
Partners, Clients and Community.
25
COUNTPLUS ANNUAL REPORT 2022 3.2
Executive Remuneration
The Group aims to reward executives based on their
position, responsibility, and performance, with a level and
mix of remuneration which has both fixed and variable
components. The Executive remuneration and reward
framework has three components:
Î base pay, which includes salary, superannuation
and non-monetary benefits;
Î short-term performance incentives; and
Î
long-term performance incentives.
The combination of these make up the Executive’s
total remuneration. Base pay, consisting of base salary
and non-monetary benefits, are reviewed annually by
the Committee based on individual and business unit
performance, the overall performance of the consolidated
entity and comparable market remuneration.
The 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 LTI include share-based
payments. Performance rights are awarded to executives
over a period based on long-term incentive measures.
These measures are growth in earnings per share (‘EPS’)
and return on equity (‘ROE’) performance hurdles.
The Committee reviews the long-term equity-linked
performance incentives for executives annually.
3.3
FY22 Short-Term Incentive (STI) Plan
A description of the STI structure applicable for FY22 is set out below:
Purpose
To reward Executive Key Management Personnel for meeting annual performance targets set by the Board
at the beginning of the reporting period.
Measurement Period
The financial year of the company (1 July – 30 June)
Opportunity
Opportunity as % of Base Salary
CEO
50%
Target*
Other Execs
30%
Outcome Metrics and
Weightings
* Target Opportunity is the maximum opportunity that executives may be awarded.
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 STI is set as a percentage
of base salary and performance is assessed against a balanced scorecard of both financial and non-financial
key performance indicators (‘KPIs’). Financial KPIs may change year to year but can include; revenue growth,
net profit after tax growth and acquisitions. Non-financial KPIs may change year to year but can include:
employee engagement and implementing strategic initiatives.
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. Refer to the section “The Link Between Performance and Reward in FY22” for additional
information regarding performance outcomes relative to objectives.
Gate
A Gate of 90% Targeted net profit after tax (‘NPAT’) is in place in order for any vesting to occur under the
STI award (i.e. if the Gate is not met, nil vesting will occur).
Awards will be calculated following the auditing of financial statements. These are delivered in cash.
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 base pay 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.
Award, Settlement
and Deferral
Clawback
26
COUNTPLUS ANNUAL REPORT 2022 3.4
FY22 Long-Term Incentive (LTI) Plan
A description of the LTI structure applicable for FY22 is set out below:
Purpose
To align Executive Key Management Personnel’s remuneration with shareholder value and CountPlus’
strategy, as well as strike an appropriate balance between growth and long-term profitability. This is
subject to the satisfaction of two performance milestones, Diluted EPS Growth and Average ROE.
Instrument
The LTI is in the form of Performance Rights with a nil Exercise Price, which are subject to performance and
service vesting conditions.
Measurement Period
1 July 2021 to 30 June 2025 (4 Years)
Opportunity
Opportunity as % of Base Pay
CEO
Other Execs
Target / max
75%
20%
Grant Calculation
The number of Rights in a Tranche of LTI to be granted are calculated via the application
of the following formula:
Maximum LTI Award Value ÷ 30-day Volume Weighted Average Price (VWAP)
where Right Value is the 30-day VWAP value of a Right (ignoring vesting conditions
and not discounted).
Performance Metric and
Vesting Scale
Tranche 1 – Diluted EPS growth (50%) Target and Vesting Schedule:
Diluted EPS Growth
% of Performance
Rights Vesting*
Target
Threshold
12.50%
10%
100%
50%
* Straight-line vesting between threshold and target.
Tranche 2 – Average ROE (50%) Target and Vesting Schedule:
Target
Threshold
Average ROE
% of Performance
Rights Vesting*
15%
9%
100%
50%
* Straight-line vesting between threshold and target.
Retesting
No retesting.
Change of Control
On a takeover or change in control of the company, any unvested Performance Rights may vest on a pro-rata
basis based on the most current financial reports available at the time the change of control occurs unless
otherwise determined by the Board. The pro-rata period will be calculated from the Performance Rights
grant date to the change of control date. If the KMPs remain employed with the company after a change
of control has occurred, and assuming the company remains listed, any unvested Performance Rights will
remain available for vesting at their original vesting dates.
27
COUNTPLUS ANNUAL REPORT 2022 Cessation of Employment
If an executive ceases employment before the vesting conditions are satisfied, the Performance Rights will
automatically lapse (unless the Board determines otherwise).
In the case of cessation of employment because of retirement, redundancy, death, or permanent incapacity,
the Board may approve a pro-rata vesting of the Performance Rights. The number of Performance Rights
that may vest on cessation of the KMPs’ employment in these circumstances will be calculated as follows:
Date of Grant to Date of termination (in days) ÷ Date of Grant to Intended Vesting Date (in days) × No. of
Performance rights held on cessation.
Disposal Restriction
Performance Rights cannot be transferred, disposed of, or have a security interest imposed over them.
Clawback
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 base pay 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.
3.5
FY22 Non-Executive Director (NED) Remuneration
3.5.1 Fee Policy
The following outlines the principles that CountPlus applies to governing NED remuneration:
Policy
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 are not entitled to participate in equity schemes of the
Company and are not entitled to receive performance-based bonuses. Non-executive Directors are not
entitled to retirement benefits other than in respect of any superannuation entitlements.
The following outlines the Board Fees that were paid in FY22 and which are anticipated to apply for FY23
(note: an increase to Board Fees was approved in FY21):
Role
Chair
Member
Main Board
Committees
$150,685
$80,412
$10,000
n/a
Fees are inclusive of superannuation
Aggregate Board Fees
The total amount of fees paid to Non-Executive Directors in the year ended 30 June 2022 is within the
aggregate amount of $700,000 which was approved at the Annual General Meeting on 16/11/2021.
28
COUNTPLUS ANNUAL REPORT 2022 The Link Between Performance and Reward in FY22
4
The Board views the outcomes of remuneration for FY22 performance as appropriately aligned to stakeholder interests,
given the strong group and individual performance against annual objectives, the shareholder value created, and
progress towards strategic objectives made by the executive team.
4.1
FY22 STI Outcomes
The STI plan is designed to reward executives for the achievement against annual performance objectives set by the
Board at the beginning of the performance period. The payment of an STI is dependent on delivery of performance
against a range of outcome metrics.
Overall STI outcomes for FY22 expressed as a % of maximum opportunity awarded and forfeited in the graph below:
Laurent Toussaint
Narelle Wooden
Andrew Kennedy
Matthew Rowe
Graham McGeagh
100%
85%
94%
100%
100%
15%
6%
Awarded %
Forfeited %
4.2
FY18 LTI Outcomes
The LTI Plan is designed to reward executives for meeting long-term value creation targets specified by the Board at the
start of the financial year, and to align executives' interests with those of shareholders. The performance criteria for the
FY18 LTI award were met for Tranche 1 (100%) and partially met for Tranche 2 (34.75%) in FY22 and subject to service
criteria being met on 19th November 2022, the award will be paid in FY23.
Instrument
Performance Rights
Measurement Period
FY18 to FY22 completion.
Performance Metrics
and Weightings
Tranche 1 Diluted EPS growth 50% weighting
Tranche 2 Average ROE 50% weighting
Service Conditions
A one-year service test for each year of the measurement period ending on 19 November 2022.
Performance
Outcome and Vesting
Determination
The Board has assessed that the performance vesting conditions have been met. Should the service vesting
conditions be met, 100% of Tranche 1 and 34.75% of Tranche 2 vesting will apply in respect of the completed
FY22 reporting period for Participants that held unvested FY18 Performance Rights at the Vesting Date. This
is in the Board’s view appropriate given the value created for shareholders over the Measurement Period.
Board Discretions Applied The Board did not apply any discretionary adjustments to the performance assessment or vesting.
29
COUNTPLUS ANNUAL REPORT 2022 The following table outlines the FY18 LTI outcomes for executive KMP:
Name
Role
Tranche
Weighting
Laurent Toussaint
Interim Chief Executive Officer & CFO
Narelle Wooden
General Counsel & Company Secretary
Andrew Kennedy
Chief Advice Officer, Count Financial
Matthew Rowe
CEO & Managing Director
Graham McGeagh Chief Operating Officer
EPS Tranche
ROE Tranche
EPS Tranche
ROE Tranche
EPS Tranche
ROE Tranche
EPS Tranche
ROE Tranche
EPS Tranche
ROE Tranche
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
Number
Eligible to
Vest during
FY22 for FY23
Completion
51,278
51,277
23,930
23,929
Target
Performance
Actual
Outcome
% of Max /
Stretch / Grant
Vested
Number
Vested
Grant Date
VWAP
12.50%
192.15%
100%
51,278
15%
10.80%
34.75%
17,818
12.50%
192.15%
100%
23,930
15%
10.80%
34.75%
8,316
–
–
–
–
–
–
12.50%
192.15%
100%
15%
10.80%
34.75%
12.50%
192.15%
100%
15%
10.80%
34.75%
12.50%
192.15%
100%
15%
10.80%
34.75%
–
–
–
–
–
–
$ Value of LTI
that Vested
(as per Grant
Date VWAP)
$29,998
$10,513
$13,999
$4,906
–
–
–
–
–
–
$0.59
$0.59
$0.59
$0.59
–
–
–
–
–
–
TOTAL \ AVERAGE
150,414
101%
67%
101,342
$0.59
$59,416
4.3 Use of Board Discretion
During the financial year and to the date of this report, the Board did not exercise any discretions available to it to
exceed maximum STI or LTI outcomes, vesting or awards.
5
Statutory Tables and Supporting Disclosures
5.1
Executive KMP Statutory Remuneration for FY22
The following table outlines the statutory remuneration of executive KMP:
Base Pay
Variable Remuneration
Total for the year
Other Statutory items
Non-
Monetary
Benefits***
Total Base
Pay
Cash STI*
LTI**
Total
Remuneration
Package (TRP)
Variable
Remuneration
% TRP
Termination
Benefits
Name
Role(s)
Year
Salary
Super
Laurent Toussaint
Interim Chief Executive Officer & CFO
2022
$387,421
$23,568
Chief Financial Officer & Company Secretary 2021 $333,306
$21,694
Narelle Wooden
General Counsel & Company Secretary
2022
$299,791
$23,568
General Counsel & Company Secretary
2021 $293,306
$21,694
–
–
–
–
$410,989 $108,558
$33,234
$552,781
$355,000
$65,545
$26,121
$446,666
$323,359
$77,343
$25,735
$426,437
$315,000
$54,862
$20,000
$389,862
Andrew Kennedy
Matthew Rowe
Chief Advice Officer, Count Financial
2022
$302,916
$23,568
– $326,484
$56,887
$11,025
$394,396
Chief Advice Officer, Count Financial
2021 $298,425
$21,694
$4,881 $325,000
$16,969
$11,025
$352,994
CEO & Managing Director
2022
$396,173
$15,500
–
$411,673
–
–
$411,673
CEO & Managing Director
2021 $478,306
$21,694
– $500,000
$135,106 $106,627
$741,733
Graham McGeagh
Chief Operating Officer
Chief Operating Officer
2022
$285,276
$16,044
2021
$313,306
$21,694
–
–
$301,320
–
–
$301,320
$335,000
$52,856
$23,624
$411,480
26%
20%
24%
19%
17%
8%
–
32%
–
18%
Change
in
Accrued
Leave
$5,735
$6,348
$3,548
$2,814
$5,481
–
–
–
–
–
– $11,466
–
–
– $15,423
–
–
–
$3,129
*
**
Note that the STI / bonus value reported in this table is the bonus that was awarded during the reporting period, being the award
earned during the current period. Variable remuneration outcomes for the reporting period are outlined elsewhere in this report.
Note that the LTI / Equity value reported in this table is the amortised accounting charge of all grants that have not lapsed or vested
as at the start of the reporting period.
*** Other benefits include items such as car parking, car allowances, FBT, insurance etc.
30
COUNTPLUS ANNUAL REPORT 2022 5.2 Non-executive Director (NED) KMP Statutory Remuneration for FY22
The following table outlines the statutory and audited remuneration of NEDs ($, except where otherwise indicated):
Name
Role
Ray Kellerman
Alison Ledger
Kate Hill
Andrew McGill
Carolyn Colley
Non-Executive Chairman
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Year
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
Board Fees
Committee Fees
Superannuation
$136,986
$136,986
$80,412
$73,060
$73,102
$73,060
$73,102
$73,060
$73,102
$51,267
–
–
$10,000
$9,132
$9,091
$9,132
$9,091
$9,132
$9,091
$6,408
$13,699
$13,014
–
$7,808
$8,219
$7,808
$8,219
$7,808
$8,219
$5,479
Total
$150,685
$150,000
$90,412
$90,000
$90,412
$90,000
$90,412
$90,000
$90,412
$63,154
5.3
KMP Equity Interests and Changes During FY22
Movements in equity interests held by executive KMP during the reporting period, including their related parties, are set
out below:
Number Held at
Open FY22
Granted FY22
Forfeited during
FY22
Vested during
FY22
FY22 Exercised
(or Shares
received from
Exercising)
FY22 Purchased
/ Other
FY22 Sold
Number Held at
Close 2022
Name
Instrument
Number
Date Granted
Number
Number
Number
Number
Number
Number
Number
Laurent Toussaint
Shares
20,000
–
–
Unvested Rights
230,827
10/12/21
76,083
Narelle Wooden
Shares
–
–
–
Unvested Rights
160,769
10/12/21
63,453
Andrew Kennedy
Shares
Unvested Rights
10,394
84,769
–
–
–
–
–
–
Matthew Rowe
Graham McGeagh
Shares
2,400,000
Unvested Rights
994,968
10/12/21
394,695
(1,389,663 )
Shares
28,330
–
–
–
Unvested Rights
216,701
10/12/21
69,768
(286,469 )
TOTALS
4,146,758
N/A
603,999
(1,676,132)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
30,000
–
–
–
–
–
175,000
–
–
–
205,000
–
–
–
–
–
–
–
–
–
–
–
50,000
306,910
–
224,222
10,394
84,769
2,575,000
–
28,330
–
3,279,625
31
COUNTPLUS ANNUAL REPORT 2022 Movements in equity interests held by non-executive KMP during the reporting period, including their related parties,
are set out below:
Name
Instrument
Ray Kellerman
Alison Ledger
Kate Hill
Andrew McGill
Carolyn Colley
TOTALS
Shares
Shares
Shares
Shares
Shares
Number Held at Open FY22
FY22 Purchased
FY22 Sold
Number Held at Close FY22
Number
1,800,000
10,000
200,000
10,000
6,000
Number
450,000
–
–
–
–
2,026,000
450,000
Number
–
–
–
–
–
–
Number
2,250,000
10,000
200,000
10,000
6,000
2,476,000
The following outlines the accounting values and potential future costs of equity remuneration granted during FY22
for executive KMP:
2022 Equity Grants
Name
Tranche
Grant Type
Vesting Conditions
Grant Date
Total Value at Grant
Value Expensed in FY 22
Max Value to be
Expensed in Future Years
Laurent Toussaint
FY22 LTI Performance Rights
FY22 LTI Performance Rights
Narelle Wooden
FY22 LTI Performance Rights
FY22 LTI Performance Rights
FY22 LTI Performance Rights
FY22 LTI Performance Rights
Matthew Rowe
TOTALS
LTI
LTI
LTI
LTI
LTI
LTI
EPS Growth
Average ROE
EPS Growth
Average ROE
EPS Growth
Average ROE
10/12/21
10/12/21
10/12/21
10/12/21
10/12/21
10/12/21
$36,144
$36,143
$30,144
$30,143
$187,500
$187,499
$5,077
$5,077
$4,234
$4,234
–
–
$31,067
$31,066
$25,910
$25,909
–
–
$507,573
$18,622
$113,952
Note: the minimum value to be expensed in future years for each of the above grants made in FY22 is nil. A reversal of
previous expense resulting in a negative expense in the future may occur in the event of an executive KMP departure or
failure to meet non market-based conditions including failure for gate to open.
5.4 KMP Service Agreements
5.4.1 Executive KMP Service Agreements
The following outlines current executive KMP service agreements:
Name
Position Held at Close of FY22
Employing Company
Duration of Contract
From Company
From KMP
Termination Payments*
Laurent Toussaint
Interim Chief Executive Officer & CFO
CountPlus Limited
No Fixed Term
Three months
Three months
Narelle Wooden
General Counsel & Company Secretary
CountPlus Limited
No Fixed Term
Three months
Three months
Andrew Kennedy
Chief Advice Officer, Count Financial
CountPlus Limited
No Fixed Term
Three months
Three months
Hugh Humphrey**
CEO & Managing Director
CountPlus Limited
No Fixed Term
Six months
Six months
106,250
83,688
84,070
288,750
Period of Notice
*
Under the Corporations Act, broadly the Termination Benefit Limit is 12 months average Salary (over prior 3 years) unless shareholder
approval is obtained.
** In the case of redundancy within three years of the commencement date, where the employee has not otherwise obtained suitable
employment, the Company will pay a redundancy payment of six months remuneration, in addition to the six month termination
notice period payment.
32
COUNTPLUS ANNUAL REPORT 2022 5.4.2 Non-executive directors (NEDs) Service
Agreements
The appointment of NEDs is subject to a letter of
appointment. The letter summarises the Board policies
and terms, including remuneration. The NEDs are not
eligible for any termination benefits following termination
of their office, nor any payments other than those required
under law such as in respect of superannuation. There
are no notice periods applicable to either party under
this approach.
5.5 Other Statutory Disclosures
5.5.1 Loans to KMP and their related parties
During the financial year and to the date of this report,
the Company made no loans to directors and other KMP
and none were outstanding as at 30 June 2022 (2021: Nil).
5.5.2 Other transactions with KMP
Former Managing Director and CEO, Matthew Rowe is a
Director and indirect shareholder of My Accounts Pty Ltd
('My Accounts'). In FY22 CountPlus used the services of
My Accounts for which it paid $46,789 (excluding GST).
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 2022 financial year.
5.5.3 External Remuneration Consultants
During FY22, the Remuneration and Nominations
Committee engaged Godfrey Remuneration Group
Pty Ltd (GRG) as an External Remuneration Consultant
(ERC) to assist with the preparation of CountPlus’ FY22
Remuneration Report. A total of $22,000 (including GST)
was paid in FY22. No remuneration recommendations
were made under Section 9B and Section 300A of the
Corporations Act 2001.
This concludes the remuneration report, which has
been audited.
Indemnity and insurance of officers
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
The auditors, Grant Thornton Audit Pty Limited (including
any other person or firm on the auditor's behalf) did not
provide any non-audit services during the year.
Auditor's independence declaration
A copy of the auditor's independence declaration as
required under section 307C of the Corporations Act 2001
is set out immediately after this Directors' report.
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.
33
COUNTPLUS ANNUAL REPORT 2022 Corporate Governance statement
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 the 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 the 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
26 August 2022
Sydney
34
COUNTPLUS ANNUAL REPORT 2022 AUDITOR'S
INDEPENDENCE
DECLARATION
Grant Thornton Audit Pty Ltd
Level 17
383 Kent Street
Sydney NSW 2000
Locked Bag Q800
Queen Victoria Building NSW
1230
T +61 2 8297 2400
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 2022, 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, 26 August 2022
www.grantthornton.com.au
ACN-130 913 594
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 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 Limited 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 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
Legislation.
35
COUNTPLUS ANNUAL REPORT 2022
36
COUNTPLUS ANNUAL REPORT 2022
S
T
N
E
M
E
T
A
T
S
I
L
A
C
N
A
N
F
I
CONTENTS
39
40
41
42
43
92
93
94
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
Corporate Directory
Directors' Declaration
Independent Auditor’s Report
COUNTPLUS ANNUAL REPORT 2022
37
38
COUNTPLUS ANNUAL REPORT 2022
CONSOLIDATED STATEMENT
OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2022
Revenue from contracts with customers
Direct costs
Contribution Margin
Other income
Indirect salaries and employee benefits expense
Administrative expenses
Other operating expenses
Operating profit
Share of net profits of associates accounted for using equity method
Net finance costs
Profit before income tax expense
Income tax expense
Profit after income tax expense for the year
Other comprehensive income
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
2.2
2.3
2.1
2.1
2.3
2.3
6.2
2.4
6.3
6.3
2.5
2.5
2022
$’000
85,293
(42,167)
43,126
3,573
(20,513)
(10,304)
(10,033)
5,849
3,516
(1,069)
8,296
(941)
7,355
17
7,372
5,112
2,243
7,355
5,129
2,243
7,372
Cents
4.58
4.57
2021
$’000
80,521
(39,592)
40,929
3,530
(19,139)
(9,153)
(8,096)
8,071
2,498
(1,006)
9,563
(2,479)
7,084
(23)
7,061
4,938
2,146
7,084
4,915
2,146
7,061
Cents
4.43
4.39
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.
39
COUNTPLUS ANNUAL REPORT 2022 CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
AS AT 30 JUNE 2022
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Contract assets
Loans and advances
Indemnity asset
Assets of disposal groups classified as held for sale
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 tax assets
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
Contract liabilities
Interest bearing loans and borrowings
Lease liabilities
Provisions
Other liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Reserves
Retained earnings / (accumulated losses)
Equity attributable to the owners of CountPlus Limited
Non-controlling interest
Total equity
Note
2022
$’000
2021
$’000
3.1
3.2
3.3
6.6
4.1
3.2
3.3
6.2
5.2
5.3
5.1
2.4
3.4
3.3
7.4
5.3
2.4
3.5
4.2
3.6
3.3
7.4
5.3
3.5
3.6
7.1
7.2
6.3
21,540
24,601
16,064
57
237,953
300,215
–
300,215
381
35,830
22,214
3,617
12,047
52,338
1,886
128,313
428,528
18,161
13,628
911
3,589
2,726
7,195
237,962
1,455
285,627
34,075
8,890
9,849
1,446
177
54,437
340,064
88,464
123,153
(47,896)
96
75,353
13,111
88,464
26,239
19,514
12,926
236
259,810
318,725
2,726
321,451
490
21,839
18,236
4,006
13,103
36,514
1,024
95,212
416,663
14,201
10,332
2,610
3,439
1,403
6,797
259,827
1,116
299,725
20,668
1,718
10,994
1,533
203
35,116
334,841
81,822
123,153
(47,767)
(4,217)
71,169
10,653
81,822
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
40
COUNTPLUS ANNUAL REPORT 2022
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2022
Issued
Capital
$’000
Treasury
Shares*
$’000
Share Based
Payment
Reserve
$’000
Acquisition
Reserve
$’000
Foreign Currency
Translation
Reserve
$'000
Retained
earnings /
(accumulated
losses)
$’000
Non-controlling
interests (NCI)
$’000
Total
Equity
$’000
Total
$’000
Balance at 1 July 2021
126,566
(3,413)
814
(48,548)
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)
Recognition of deferred tax
on equity transaction
Dividends paid
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(146)
–
–
–
–
–
–
–
–
–
(33)
–
17
17
–
–
–
–
(4,217)
71,169
10,653
81,822
5,112
5,112
2,243
7,355
–
17
–
17
5,112
5,129
2,243
7,372
2,025
2,025
2,237
4,262
–
(146)
524
524
–
–
(146)
524
(3,348)
(3,348)
(2,022)
(5,370)
Balance at 30 June 2022
126,566
(3,413)
668
(48,548)
(16)
96 75,353
13,111 88,464
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 2020
126,566
(3,501)
645
(48,548)
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
–
–
–
–
–
–
–
–
–
–
–
–
–
88
–
–
–
–
–
–
187
(41)
23
–
–
–
–
–
–
–
–
–
(10)
–
(23)
(6,435)
68,717
4,938
4,938
9,395
78,112
2,146
7,084
–
(23)
–
(23)
(23)
4,938
4,915
2,146
7,061
–
–
–
–
–
116
116
874
990
–
187
(47)
–
–
23
–
–
–
187
–
23
(2,789)
(2,789)
(1,762)
(4,551)
Balance at 30 June 2021
126,566
(3,413)
814
(48,548)
(33)
(4,217) 71,169
10,653 81,822
* The Company 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.
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
41
COUNTPLUS ANNUAL REPORT 2022 CONSOLIDATED STATEMENT
OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2022
Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Government grants received
Interest received
Interest and other finance costs paid
Income taxes paid
Net cash from operating activities
Cash flows from investing activities
Purchase of shares under equity partnership
Proceeds from payment adjustment – associates
Purchase of business assets
Purchase of equipment and other non-current assets
Proceeds from sales under the equity partnership
Payments for acquisition of subsidiary, net of cash acquired
Payments for acquisition of associates
Proceeds from sale of business assets
Dividends / distributions received from associates
Payment for deferred consideration on acquisition of controlled entities and associates
Net cash used in investing activities
Cash flows from financing activities
Proceeds from borrowings
Repayment of lease liability
Dividends paid
Repayment of borrowings
Payment of dividends by controlled subsidiaries to non-controlling interests
Net cash used in financing activities
Net (decrease) / increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Cash and cash equivalents at the end of the financial year
Note
2022
$’000
2021
$’000
151,463
(139,420)
97
146,365
(134,268)
2,389
12,140
21
(1,096)
(2,765)
8,300
(1,304)
–
(1,681)
(962)
1,487
(9,374)
(2,261)
3,152
2,358
(1,530)
(10,115)
10,620
(3,134)
(3,348)
(5,000)
(2,022)
(2,884)
(4,699)
26,239
21,540
3.1
6.3
3.1
14,486
37
(1,062)
(3,865)
9,596
(220)
69
(2,798)
(1,442)
979
–
–
449
1,821
(464)
(1,606)
963
(3,005)
(2,789)
(1,000)
(1,762)
(7,593)
397
25,842
26,239
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
42
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
1
Basis of Preparation
1.1 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 2022 (‘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
shareholders 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 26 August 2022.
1.2 Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported
amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities,
contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and
on 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 within the next financial year
are discussed below or within their respective note.
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 Comprehensive 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 – 3%;
Î Employment expense ratio – 59% to 68%;
Î Discount rates – 13% or 18% (post tax); and
Î
Long-term growth rate (terminal rate) – 2.5%.
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.
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.
43
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2
Financial Performance
2.1 Operating segments
Identification of reportable operating segments
The consolidated entity is organised into three 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.
Accounting
Wealth
Services
which comprises the provision of accounting, audit and assurance, taxation, financial planning services and business
and corporate advisory services.
which comprises of financial services provided by Australian Financial Services licence (AFSL) holders.
which comprises of services that support the activities of the accounting segment and wealth segment.
The CODM primarily uses the measure of EBITA and contribution margin (revenue less direct costs) to assess the performance of the
operating segments.
As a result of the Services related acquisitions during the period (Wealth Axis and Accurium), the identifiable operating segments have revised.
These acquired businesses have formed a new segment called Services which will include businesses that support the activities of our
accounting and wealth segment. Separately, the previously reported Accounting and Financial planning operating segments have been
merged into the ‘Accounting’ operating segment. The revised operating segments will form the key economic drivers of the future growth
of the Group.
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.
At 30 June 2022
Revenue
Intercompany revenue
Revenue from external parties
Segment contribution margin
Other income
Expenses
Share of net profit of associates earnings
Segment EBITA
At 30 June 2021
Revenue
Intercompany revenue
Revenue from external parties
Segment contribution margin
Other income
Expenses
Share of net profit of associates earnings
Segment EBITA
Reconciliation of segment EBITA to profit from operations before income tax
Segment EBITA
Corporate office costs and other income
Amortisation expense
Net finance costs
Profit before income tax
The segment revenue described above represents revenue generated from external customers.
44
Accounting
$’000
Wealth
$’000
Services
$’000
Total
$’000
65,081
(568)
64,513
29,458
2,485
(21,781)
3,516
13,678
15,530
(121)
15,409
10,096
1,088
(7,968)
–
3,216
5,864
(493)
5,371
3,572
–
(2,246)
–
1,326
86,475
(1,182)
85,293
43,126
3,573
(31,995)
3,516
18,220
Accounting
$’000
Wealth
$’000
Services
$’000
Total
$’000
65,063
(180)
64,883
30,660
2,932
(20,136)
2,498
15,954
15,938
(300)
15,638
10,269
–
(7,884)
–
2,385
–
–
–
–
–
–
–
–
2022
$’000
18,220
(6,701)
(2,154)
(1,069)
8,296
81,001
(480)
80,521
40,929
2,932
(28,020)
2,498
18,339
2021
$’000
18,339
(6,393)
(1,377)
(1,006)
9,563
COUNTPLUS ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Other income
Cost reimbursements
Gain on deferred consideration
Gain on disposal of intangible asset
Net gain on disposal of assets of disposal groups classified as held for sale
Gain on lease variation
Other income
Government grants – COVID-19
2022
$’000
1,088
–
536
1,103
474
275
97
3,573
2021
$’000
–
355
396
–
110
280
2,389
3,530
Significant accounting policy
Cost reimbursements
Cost reimbursements are recognised at the point in time when the costs are incurred and owed to the Company.
Net gain on disposal of assets of disposal groups classified as held for sale
A net gain on disposal of assets of disposal groups classified as held for sale is recognised when the consideration received for the sale
of these assets is greater than the fair value of the assets of the disposal group.
Government grants
The Company received Jobseeker payments of $97,000 from the Australian Government in support of businesses significantly affected
by COVID-19. In the prior year, the Company received Jobkeeper payments of $2,389,000.
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.
2.2 Revenue from contracts with customers
From continuing operations
Accounting services revenue
Financial planning revenue
Wealth revenue
Services revenue
Other operating revenue
Revenue from contracts with customers
Timing of revenue recognition
Transferred at a point in time
Transferred over time
Accounting services revenue
2022
$’000
51,311
12,034
8,154
5,371
8,423
85,293
2022
$’000
24,513
60,780
85,293
2021
$’000
52,681
11,379
8,725
–
7,736
80,521
2021
$’000
20,104
60,417
80,521
Accounting services revenue includes fees generated by CountPlus firms from accounting services provided to clients.
Financial planning revenue
Financial planning revenue includes commissions and fees generated by CountPlus firms from financial planning services provided to clients.
45
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Wealth revenue
Wealth revenue includes revenue generated from services performed by authorised representatives of Count Financial Limited (‘Count
Financial’) (an AFSL holder) and product margin rebates that are paid by product providers to Count Financial, which are variable in nature.
Total Financial Solutions Australia Pty Ltd (an AFSL holder in the prior year) generated wealth revenue in a similar manner in the prior year.
Count Financial is considered to be acting as agent under the requirements of AASB 15 Revenue from Contracts with Customers (‘AASB 15’).
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.
Services revenue
Services revenue includes fees generated by CountPlus firms for the provision of actuarial certificates, paraplanning, administration
and merged solution services to clients.
Significant accounting policy
Revenue recognition
To determine whether to recognise revenue, the Group follows a five-step process:
1. Identifying the contract with a customer;
2. 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 company's products and services, for accounting, financial planning,
wealth and 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, wealth and services revenue
The Group’s contracts comprise performance obligations around completing client deliverables in line with engagement letter terms
(based on the agreed billing method, standard of work and timeline). 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
it is ‘separately identifiable’ (i.e. the Group does not provide a significant service integrating, modifying or customising it).
the customer benefits from the item either on its own or together with other readily available resources; and
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.
Wealth revenue
Wealth revenue is measured at the fair value of the consideration received or receivable.
Wealth 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 months 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 Corporate Authorised Representatives 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.
46
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(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.
Services revenue
Services revenue consists mainly from the provision of s390 and death benefit actuarial certificates to clients. This revenue is recognised
at a point in time when the certificates are issued to the client and the performance obligation is met. The remainder of services revenue
mostly consists of administration and merged solution services, which are recognised over time, in the period in which the service is
provided and paraplanning which is recognised at a point in time.
Other revenue
Other revenue includes fees received where the Company acts in the capacity of an agent rather than principal through the facilitation
of software licences and IT equipment.
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).
2.3 Expenses
Direct Costs
Direct salaries and employee benefits expense
Other direct costs
Administrative and other operating expenses
Acquisition related expenses
Audit Fees
Legal Fees
Accounting and other professional fees
Sales and marketing expenses
Insurance expenses
Technology expenses
Premises expenses
Office administrative expenses
Share based payment (income) / expenses
Depreciation expenses
Amortisation expenses
Net loss on disposal of property, plant and equipment
Impairment of receivables / (reversal) of Impairment
Loss on deferred consideration payment
Other expenses
2022
$’000
36,854
5,313
42,167
2022
$’000
460
373
413
689
1,035
1,429
4,767
1,603
595
(146)
4,303
2,154
242
276
114
2,030
2021
$’000
34,223
5,369
39,592
2021
$’000
334
437
381
698
1,108
1,136
3,645
1,748
690
187
4,133
1,377
26
(422)
–
1,771
20,337
17,249
47
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2.4 Taxation
Income tax expense
Income tax expense
Current tax
Deferred tax – origination and reversal of temporary differences
Over provision
Aggregate income tax expense
Income tax expense is attributable to:
Profit from continuing operations
Deferred tax included in income tax expense comprises:
Increase in deferred tax assets
Increase in deferred tax liabilities
Deferred tax – origination and reversal of temporary differences
Numerical reconciliation of income tax expense and tax at the statutory rate
Profit before income tax
Tax at the statutory tax rate of 30%
Tax at statutory tax rate of 30%
Share of equity accounted investments
Non-deductible expenses
Non-taxable accounting gains
Initial recognition of deferred tax asset on losses
Loss / (gain) on deferred considerations
Taxable capital gain on sale of shares
Taxable capital gain on disposal of fees
Non-taxable income
Non-deductible depreciation and amortisation
Benefit on trail commission
Taxable capital gain on exit of tax consolidated group
Other items
Over provision in prior years
Income tax expense
48
2022
$’000
3,705
(2,738)
(26)
941
2021
$’000
3,530
(1,061)
10
2,479
941
2,479
(3,267)
529
(2,738)
(18,251)
17,190
(1,061)
2022
$’000
8,296
2,489
2022
$’000
2,489
(990)
60
(303)
(354)
43
–
26
(36)
15
–
–
17
967
(26)
941
2021
$’000
9,563
2,869
2021
$’000
2,869
(709)
199
(119)
–
(110)
271
80
(37)
17
(8)
7
9
2,469
10
2,479
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Deferred tax assets
The balance comprises temporary differences attributable to:
Employee liabilities (annual leave and long service leave)
Allowance for expected credit losses – trade receivables
Professional fees
Make good
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
Opening balance
Charged to income tax expense
Deferred tax balances on acquisition of subsidiary
Charged directly to equity
Increase in tax losses
Under provision in prior year
Net deferred tax assets
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
Indemnity asset
Other
Total deferred tax liabilities
Set-off of deferred tax assets pursuant to set-off provisions
Net deferred tax liabilities
2022
$’000
2,276
143
9
36
527
13,700
3,899
662
111
73,775
193
95,331
(93,445)
1,886
2022
$’000
91,386
3,267
154
524
–
–
95,331
2022
$’000
1,106
16
3,970
1
14,409
73,759
184
93,445
2021
$’000
2,158
100
12
51
434
8,902
888
608
124
77,958
151
91,386
(90,362)
1,024
2021
$’000
72,937
18,251
14
–
191
(7)
91,386
2021
$’000
1,025
8
1,970
2
9,405
77,941
11
90,362
(93,445)
(90,362)
–
–
49
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Movement in deferred tax liabilities
At 1 July 2020
Net deferred tax balance on acquisition of subsidiaries*
Charged to the income tax expense
Other adjustments
At 30 June 2021
At 1 July 2021
Net deferred tax balance on acquisition of subsidiaries*
Charged to the income tax expense
At 30 June 2022
* Includes business assets acquired by member firms.
Fair Valued
intangible assets
$’000
2,241
21
(292)
–
1,970
1,970
2,513
(512)
3,971
Other
$’000
70,911
–
17,482
(1)
88,392
88,392
41
1,041
89,474
Total
$’000
73,152
21
17,190
(1)
90,362
90,362
2,554
529
93,445
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.
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.
50
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Current tax assets and liabilities
Current tax payable
2022
$’000
2,726
2021
$’000
1,403
Significant accounting judgements, estimates and assumptions
Income 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
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.
CountPlus has recognised a deferred tax asset on tax capital losses. CountPlus plans to continue with the successful equity partnership model
which is expected to result in transactions with firms in the Accounting segment 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.
2.5 Earnings per share
Earnings per share for profit
Profit after income tax
Non-controlling interest
Profit after income tax attributable to the owners of CountPlus Limited
Profit after income tax attributable to the owners of CountPlus Limited used in calculating
diluted earnings per share
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
2022
$’000
7,355
(2,243)
5,112
5,112
2021
$’000
7,084
(2,146)
4,938
4,938
2022
Number
2021
Number
111,610,249
111,583,310
308,346
776,671
Weighted average number of ordinary shares used in calculating diluted earnings per share
111,918,595
112,359,981
Basic earnings per share
Diluted earnings per share
Significant accounting policy
Basic earnings per share is calculated by dividing:
2022
Cents
4.58
4.57
2021
Cents
4.43
4.39
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.
51
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2.6 Dividends
Dividends paid during the financial year were as follows:
Dividends paid during the year
1.5 cent per share dividend paid in respect of the six months to 30 June 2021
1.5 cent per share dividend paid in respect of the six months to 31 December 2021
1.25 cent per share dividend paid in respect of the six months to 30 June 2020
1.25 cent per share dividend paid in respect of the six months to 31 December 2020
Total dividends paid during the year
Franking credits
Franking credits available for subsequent financial years based on a tax rate of 30%
2022
$’000
1,674
1,674
–
–
3,348
2022
$’000
9,160
2021
$’000
–
–
1,395
1,394
2,789
2021
$’000
7,893
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; and
franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date.
3 Working Capital
3.1 Cash and cash equivalents
Current assets
Cash at bank
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:
2022
$’000
2021
$’000
21,540
26,239
Balance as per statement of cash flows
21,540
26,239
Risk exposure
The Group's exposure to interest rate risk is discussed in note 7.5. 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.
52
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Reconciliation of profit after income tax to net cash from operating activities
Profit after income tax expense for the year
Depreciation and amortisation
Share-based payments
Impairment of receivables / (reversal) of impairment
Loss / (gain) on deferred consideration
(Gain) on lease variation
(Gain) on disposal of non-current assets
Deferred tax on equity transaction adjustment
Insurance trail commission accounting adjustment
(Gain) / loss on disposal of non-current assets
Share of associate net profit
Employee entitlements
Make good provision discount unwind
Accrued Interest income
(Increase) / decrease in trade and other receivables
(Decrease) in contract liabilities
Increase in trade and other payables
(Increase) in income tax refund due
(Decrease) in deferred tax liabilities
(Decrease) in employee benefits
Net cash from operating activities
3.2 Trade and other receivables
Current assets
Trade receivables
Less: Allowance for expected credit losses
Other receivables
Prepayments
Count Financial Limited adviser revenue receivable
Deferred cash consideration receivable
Total current assets
Other receivables
Deferred cash consideration receivable
Total non-current assets
2022
$’000
7,355
6,457
(146)
276
114
(474)
(1,103)
524
(491)
(286)
(3,516)
1,810
–
(6)
(1,934)
(1,195)
4,030
(1,323)
(862)
(930)
8,300
2022
$’000
9,652
(404)
9,248
1,432
3,554
8,662
1,705
2021
$’000
7,084
5,510
187
(422)
(355)
(108)
(396)
–
552
26
(2,498)
1,229
(3)
(16)
790
(1,113)
1,023
(125)
(1,261)
(508)
9,596
2021
$’000
8,992
(247)
8,745
789
3,065
6,915
–
24,601
19,514
2022
$’000
299
82
381
2021
$’000
490
–
490
53
COUNTPLUS ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Ageing analysis of trade receivables
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
2022
2021
Trade
receivables
$’000
Allowance for
expected credit
losses
$’000
Trade
receivables
$’000
Allowance for
expected credit
losses
$’000
7,370
895
681
706
9,652
(28)
(14)
(136)
(226)
(404)
6,248
1,114
996
634
8,992
(15)
(2)
(85)
(145)
(247)
Trade receivables are non-interest bearing and are generally on 30-day terms. Allowance for expected losses is based on the lifetime
expected credit loss and Group policies, grouped based on days overdue, and makes assumptions to allocate an overall expected credit loss
rate for each group. These amounts have been included on the face of the Statement of Profit or Loss and Other Comprehensive Income.
Movements in the allowance for expected credit losses are as follows:
Opening balance
(Additional) / reduction provisions recognised
Receivables written off / (recovered) during the year as uncollectable
2022
$’000
(247)
(276)
119
(404)
2021
$’000
(558)
422
(111)
(247)
The creation and release of the allowance for expected credit losses has been included in expense in note 2.3. 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
7.5 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.
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. It is based on the lifetime
expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall expected credit loss rate for each group.
Outstanding debts that are deemed to be uncollectable are written off when identified. Historical experience, information of the Group’s
client base and available forward-looking information 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 judgment
is applied in determining these rates. The allowance for expected credit loss of receivables includes assumptions about risk of default and
expected loss rates; management judgment is applied in determining these rates.
54
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
3.3 Contract assets and liabilities
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
2022
$’000
4,068
(204)
12,217
(17)
16,064
2022
$’000
35,852
(22)
35,830
2021
$’000
3,625
(209)
9,630
(120)
12,926
2021
$’000
22,096
(257)
21,839
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
Comprehensive Income.
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 upfront 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.
Ageing of contract assets
As at 30 June, the ageing of the contract assets is as follows:
Current
0 to 3 months
3 to 6 months
over 6 months
2022
Contract
assets
$’000
1,516
1,015
822
715
4,068
Expected
credit loss
$’000
(13)
(51)
(56)
(84)
(204)
2021
Contract
asset
$’000
Expected
credit loss
$’000
1,379
901
595
750
3,625
–
(19)
(38)
(152)
(209)
55
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Movement in allowance of credit losses
At 1 July
Unused amounts reversed
2022
$’000
(209)
5
(204)
2021
$’000
(387)
178
(209)
The maximum exposure to credit risk at reporting date is the carrying amount of each class of receivables mentioned above. Refer to note
7.5 for more information on the risk management policy of the Group.
Balance at 1 July
Amount recognised in revenue from contracts with customers
Receipt of ongoing insurance trail commission
Balance at 30 June
Contract Liabilities
Current liabilities
Unearned revenue
Ongoing insurance trail commission
Non-current liabilities
Ongoing insurance trail commission
Unearned revenue
2022
$’000
31,726
29,915
(13,611)
48,030
2022
$’000
2,038
11,590
13,628
2022
$’000
2021
$’000
37,249
6,537
(12,060)
31,726
2021
$’000
1,328
9,004
10,332
2021
$’000
34,075
20,668
Unearned revenue represent the Group’s obligation to transfer goods or services to a customer and are recognised when a customer pays
consideration before the Group has transferred the goods or services to the customer.
Ongoing insurance trail commission
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.
Ongoing insurance commission liability acquired
Amount recognised in revenue from contracts with customers
Payment of ongoing insurance trail commission
Balance at 30 June
2022
$’000
29,672
29,150
(13,157)
45,665
2021
$’000
34,642
6,543
(11,513)
29,672
56
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Movement in unearned revenue
Opening balance
Payments received in advance
Transfer to revenue – included in the opening balance
Transfer to revenue – other balances
Closing balance
2022
$’000
1,328
4,343
(1,198)
(2,435)
2,038
2021
$’000
2,441
2,041
(2,333)
(821)
1,328
Significant accounting judgements, estimates and assumptions
Allowance for expected credit losses
The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the lifetime expected
credit loss, grouped based on days overdue, and makes assumptions to allocate an overall expected credit loss rate for each group. Contract
assets where amounts are in excess of net recoverable value are written off when identified. Historical experience, information of the Group’s
client base and available forward-looking information 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 judgment
is applied in determining these rates.
Ongoing insurance trail commission
The key assumptions underlying the ongoing insurance trail commission assets and 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 10% (2021: 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 95% (2021: 93.5%) 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.
3.4 Trade and other payables
Current liabilities
Trade payables
Other payables
Adviser payments
GST payable
Sundry payables and accrued expenses
Refer to note 7.5 for further information on financial instruments risk.
3.5 Provisions
Provisions
Current liabilities
Employee benefits – annual leave
Employee benefits – long service leave
Sick leave
Bonus provision
Other
2022
$’000
1,216
229
10,473
1,651
4,592
18,161
2022
$’000
3,299
3,289
38
569
–
7,195
2021
$’000
1,291
67
8,111
1,420
3,312
14,201
2021
$’000
3,323
2,895
38
518
23
6,797
57
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Non-current liabilities
Employee benefits – long service leave
Lease make good
Other
2022
$’000
1,000
431
15
1,446
2021
$’000
966
567
–
1,533
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 22 of the Directors’
Report.
Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service 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 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 the Statement of Profit or Loss and Other Comprehensive Income.
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.
3.6 Other liabilities
Current liabilities
Deferred cash consideration
Other current liabilities
Non-current liabilities
Deferred cash consideration
58
2022
$’000
1,337
118
1,455
2022
$’000
177
177
2021
$’000
1,063
53
1,116
2021
$’000
203
203
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Movements in deferred consideration and other liabilities
Current
At 1 July 2021
Arising during the year
Payments made during the year
Net loss on deferred consideration
Transfer from non-current deferred consideration
Total current
Non-current
At 1 July 2021
Arising during the year
Transfer to current deferred consideration
Total non-current
Total
$’000
1,116
1,243
(993)
(114)
203
1,455
$’000
203
177
(203)
177
1,632
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 fair value is reassessed
at each reporting period or when there has been a substantial change to expected performance in future financial years. Subsequent
changes in the fair value of the contingent consideration is recognised in the Statement of Profit or Loss and Other Comprehensive Income.
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.
4
Indemnity asset and remediation provision
4.1
Indemnity asset
Current assets
Indemnity Asset
2022
$’000
2021
$’000
237,953
259,810
Indemnity asset
Included in the Statement of Financial Position of Count Financial is a provision for remediation amounting to $237,953,000. A corresponding
indemnity asset has been recognised which represents an amount receivable pursuant to an indemnity deed granted by the Commonwealth
Bank of Australia (‘CBA’). The provision is for ongoing service fees charged to clients where no service was provided and for other advice issues.
The provision relates to the acquisition of Count Financial by CountPlus in 2019.
The indemnity provided by CBA relates directly to the remediation provision and is reduced as clients are remediated. The indemnity
at 30 June 2022 was $300,000,000. The remaining indemnity available to cover remediation payments at 30 June 2022 is $260,063,000
(2021: $295,038,000). The indemnity is subject to renegotiation if some of the underlying assumptions behind the provision are reassessed.
Recoveries of remediation amounts are expected to be assessable for tax purposes. Note that remediation payments are expected to be
deductible for tax purposes.
4.2 Remediation provision
Current liabilities
Remediation provision – ongoing service fees – Count Financial
Remediation provision – other advice issues – Count Financial
Remediation provision – Total Financial Solutions Australia
2022
$’000
237,209
744
9
237,962
2021
$’000
258,082
1,728
17
259,827
59
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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. The provision includes the following elements:
Ongoing service fees – cost of remediation of clients
Ongoing service fees – interest on amounts payable to clients
Other advice issues
2022
$’000
122,075
115,134
744
237,953
2021
$’000
129,040
129,042
1,728
259,810
The following key assumptions have been reflected in the remediation provision:
2022
Value of ongoing service fees charged
$454,751,000
Number of years in which issues occurred 11 years
Refund rate (excluding straight to pay)
24%
2021
$451,575,000
11 years
24%
Interest calculation methodology
RBA cash rate plus 6% compounded monthly RBA cash rate plus 6% compounded monthly
Value below which refunds will be made
without investigation
$3,000 (excluding interest)
$2,000 (excluding interest)
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 two 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
Refund rate
Movement
Impact on provision
$'000
+$10,000,000
-$10,000,000
+1%
-1%
6,060
(6,060)
8,109
(8,109)
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 2022 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.
Other advice issues
‘Other advice issues’ presented above relate to additional items covered under the CBA indemnity deed including remediation due to
specifically identified clients, deceased estates, clients of specific financial advisers and in respect of litigation matters. While these items
formed part of the indemnity provided by CBA to Count Financial at 30 June 2020, they were unable to be estimated at that date. Since
1 July 2020, resolution of these items has been prioritised, and at 30 June 2022, future expected payments are able to be estimated.
Provision at 1 July 2021
Additional provisions
Additional provisions
Amounts utilised during the year
Provision at 30 June 2022
60
$’000
259,810
13,118
(34,975)
237,953
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Significant accounting judgements, estimates and assumptions
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, the length of time
taken to make the refund 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.
5
Capital Investments
5.1
Intangibles
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
Acquired client
relationship /
Adviser networks
$’000
Goodwill
$’000
IT software
$’000
Brand
$’000
Other
intangible
assets
$’000
Balance at 1 July 2020
Additions
Additions through business combinations
Classified as held for sale
Disposals
Amortisation expense
Balance at 30 June 2021
Additions
Additions through business combinations
Disposals
Amortisation expense
Balance at 30 June 2022
28,437
–
728
(1,826)
–
–
27,339
8,829
–
–
–
36,168
6,287
–
2,854
(937)
(120)
(1,164)
6,920
–
7,518
(986)
(1,574)
11,878
186
457
12
–
(27)
(110)
518
74
1,058
(4)
(302)
1,344
1,448
–
–
–
–
(60)
1,388
–
792
–
(80)
2,100
Total
$’000
36,741
466
3,594
(2,763)
(147)
(1,377)
36,514
8,903
10,065
(990)
(2,154)
383
9
–
–
–
(43)
349
–
697
–
(198)
848
52,338
At 30 June 2021
Cost
Accumulated amortisation and impairment
Net book value
At 30 June 2022
Cost
Accumulated amortisation and impairment
Net book value
Acquired client
relationship /
Adviser networks
$’000
Goodwill
$’000
IT software
$’000
Brand
$’000
Other
intangible
assets
$’000
Total
$’000
37,329
(9,990)
27,339
46,158
(9,990)
36,168
29,833
(22,913)
6,920
34,571
(22,693)
11,878
1,163
(645)
518
2,108
(764)
1,344
1,493
(105)
1,388
2,285
(185)
2,100
512
(163)
349
70,330
(33,816)
36,514
1,077
(229)
86,199
(33,861)
848
52,338
61
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Impairment tests for goodwill
Goodwill acquired through business combinations has been allocated to and is tested at the level of the respective CGUs, for impairment
testing. A 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.
For the purpose of impairment testing, fifteen of the eighteen member firms listed in note 6.4, are considered as separate CGUs, operating
largely independently from other businesses in the Group. All subsidiaries are separately identified in note 6.4.
The Group utilises a value in use calculation using cash flow projections from financial budgets approved by the Board covering a five-year
period to assess the recoverable amount of the CGUs.
For the purpose of annual impairment testing, goodwill is allocated to the following CGU:
Significant cash generating units
CountPlus One Pty Ltd
MBA Group Partnership Pty Ltd
Kidmans Partners Holdings Pty Ltd
Unite Advisory Pty Ltd
4Front Holdings Pty Ltd / Cooper Reeves
Crosby Dalwood Pty Ltd
Mogg Accounting + Advisory Pty Ltd
Accurium Holdings Pty Ltd
Remaining cash-generating units
Impairment of goodwill
2022
$’000
4,759
5,639
4,245
4,653
2,879
1,782
2,229
3,783
6,199
2021
$’000
4,759
5,639
4,245
3,502
–
1,782
2,229
–
5,183
36,168
27,339
At 30 June 2022 management performed impairment testing for each CGU of CountPlus . No impairment losses were identified at 30 June 2022.
Key assumptions used for value in use calculations
Key assumptions for this value in use calculation at 30 June 2022 were:
Î Revenue growth of 3%;
Î Employment expense ratio of 59% – 68%; and
Î The long-term growth rate (terminal rate) was estimated to be 2.5% p.a.
Revenue growth is based on the Board approved member firm budget for the next financial year as well as management assessment over
the forecast period. Budget revenue for 2022 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 Board approved member firm 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 59% and 68% 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. Management utilised a pre-tax discount rate of 18.57% (13% post tax)
(2021: 18.57% (13% post tax)) for all CGU’s with the exception of Accurium where a pre tax discount rate of 25.7% (18% post tax) was used.
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.
62
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Sensitivity to changes in assumptions
Sensitivity has been tested for the following three CGUs based on management assessment that the assumptions in the value in use
calculation for these CGUs were most sensitive to change.
For Kidmans Partners: The recoverable amount as determined by the value in use calculation exceeds the carrying value by $2,577,000
or 34%.
Reasonably possible changes in assumptions may result in impairment as set out below:
Î
Î
Î
Î
Other things being equal, if the company’s yearly revenue is 5% less than expected over the forecast period, an impairment of $338,000
would result.
Other things being equal, if the pre-tax discount rate is increased from 18.57% to 25.00%, an impairment of $130,000 would result.
If the company’s employment cost margin (its single largest expense item) increases from 53% to 58% over the forecast period, an
impairment of $106,000 would result.
If the long-term average growth rate decreases from 2.5% to 1% p.a., the recoverable amount would exceed the carrying amount by
$1,726,000.
For Wealth Axis Holdings Pty Ltd: The recoverable amount as determined by the value in use calculation exceeds the carrying value
by $2,233,000 or 197%.
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 $940,000.
Î Other things being equal, if the pre-tax discount rate is increased from 18.57% to 25.00%, the recoverable amount would exceed the
carrying amount by $1,259,000.
Î
Î
If the company’s employment cost margin (its single largest expense item) was moved to 65% over the forecast period, an impairment
of $265,000 would result.
If the long-term average growth rate decreases from 2.5% to 1% p.a., the recoverable amount would exceed the carrying amount by
$1,919,000.
Unite Advisory Pty Ltd: The recoverable amount as determined by the value in use calculation exceeds the carrying value by $2,690,000
or 45%.
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 $416,000.
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 amount by $369,000.
Î
Î
If the company’s employment cost margin (its single largest expense item) increases from 56% to 61% over the forecast period, the
recoverable amount would exceed the carrying amount by $180,000.
If the long-term average growth rate decreases from 2.5% to 1% p.a., the recoverable amount would exceed the carrying amount by
$1,953,000.
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
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
Î whether the useful life of the asset is dependent on the useful life of other assets of the entity.
63
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Significant accounting judgements, estimates and assumptions
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date of
the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets are not amortised and
are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less amortisation
and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as
the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life
intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively
by changing the amortisation method or period.
Impairment of non-financial assets
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. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds
its recoverable amount. Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is
the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating
unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.
Goodwill
Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for impairment, or more
frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses.
Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed.
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.
Significant costs associated with software are deferred and amortised on a straight-line basis over the period of their expected benefit,
being their finite life of 3–5 years.
Acquired client relationships and adviser networks
Acquired client relationships and adviser networks 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. The useful life of these assets are 10–15 years and they are amortised and expensed using the straight-line method.
Brands
Brands 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 value of the brand being acquired. They are amortised over 10–25 years and they are amortised and
expensed using the straight-line method.
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 Comprehensive 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.
64
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
5.2 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:
Office
equipment
$’000
Furniture,
fixtures
and fittings
$’000
Leasehold
improvements
$’000
Other
property,
plant and
equipment
$’000
Motor
vehicle
$’000
1,148
455
52
(12)
(15)
(433)
1,195
553
68
(67)
(458)
1,291
768
106
48
(21)
(20)
(195)
686
142
15
(6)
(166)
671
2,066
406
–
–
–
(407)
2,065
193
36
(285)
(393)
1,616
51
1
–
(4)
10
(33)
25
–
–
(7)
(6)
12
45
–
–
–
–
(10)
35
–
–
–
(8)
27
Office
equipment
$’000
Furniture,
fixtures
and fittings
$’000
Leasehold
improvements
$’000
Other
property,
plant and
equipment
$’000
Motor
vehicle
$’000
3,962
(2,767)
1,195
4,141
(2,850)
1,291
2,871
(2,185)
686
2,239
(1,568)
671
3,420
(1,355)
2,065
2,925
(1,309)
1,616
387
(362)
25
286
(274)
12
69
(34)
35
69
(42)
27
Total
$’000
4,078
968
100
(37)
(25)
(1,078)
4,006
888
119
(365)
(1,031)
3,617
Total
$’000
10,709
(6,703)
4,006
9,660
(6,043)
3,617
Balance at 1 July 2020
Additions
Additions through business combinations
Disposals
Transfers in / (out)
Depreciation expense
Balance at 30 June 2021
Additions
Additions through business combinations
Disposals
Depreciation expense
Balance at 30 June 2022
At 30 June 2021
Cost
Accumulated depreciation
Net book value
At 30 June 2022
Cost
Accumulated depreciation
Net book value
Significant accounting policy
Property, plant and equipment
Property, plant and equipment is stated at historical cost less accumulated depreciation and any impairment loss. 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:
Furniture, fixtures and fittings
Leasehold improvements
Î Office equipment
Î
Î
Î Make good
Î Motor vehicle
4% – 20%
8% – 37%
over the estimated life of the asset or shorter of the lease term
over the estimated life of the lease
20% – 25%
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 with carrying amount. These are included in the Statement of Profit
or Loss and Other Comprehensive Income.
65
COUNTPLUS ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
5.3 Leases
Right-of-use assets
The Group as a lessee
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.
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.
2022
$’000
26,512
(14,645)
11,867
770
(592)
178
15
(13)
2
2021
$’000
24,345
(11,516)
12,829
709
(441)
268
15
(9)
6
12,047
13,103
Non-current assets
Premises – right-of-use
Less: Accumulated depreciation
Total
Office equipment – right-of-use
Less: Accumulated depreciation
Total
Others – right-of-use
Less: Accumulated depreciation
Total
Balance at 30 June
66
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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 2020
Additions
Depreciation expense
Balance at 30 June 2021
Additions
Depreciation expense
Balance at 30 June 2022
Lease liabilities
Lease liabilities are presented in the Statement of Financial Position as follows:
Current liabilities
Lease liabilities
Non-current liabilities
Lease liabilities
Right-of-use assets
$’000
13,950
2,208
(3,055)
13,103
2,240
(3,272)
12,047
2022
$’000
2021
$’000
3,589
3,439
9,849
10,994
The Group has leases for office buildings and 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 5.2).
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 2022, 42 right-of-use assets were leased. The average lease term for premises is nine 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 2022, the average remaining lease term for premises was four years, office equipment was two years and others was four years.
The lease liabilities are secured by the related underlying assets. Future minimum lease payments at 30 June 2022 is $12,712,000.
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. 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 2022 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 IT equipment with infrequent use. Variable lease payments are expensed in the period they are incurred.
Total cash outflow for leases for the year ended 30 June 2022 was $3,767,000 (2021: $3,702,000).
67
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Amounts relating to leases recognised for the reporting period
The following amounts are recognised in Statement of Profit or Loss and Other Comprehensive Income:
Depreciation charge for the right of use assets by class of asset
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
Cash outflow for leases – operating activity
6
Group structure
6.1 Business Combinations
Material Acquisition
Acquisition of Accurium Holdings Pty Ltd
2022
$’000
3,129
151
4
3,284
633
3,917
2022
$’000
3,134
633
3,767
2021
$’000
2,919
128
8
3,055
697
3,752
2021
$’000
3,005
697
3,702
On 1 November 2021, the Company acquired 85% of the ordinary shares of Accurium Holdings Pty Ltd (‘Accurium’) from Challenger Limited
for net cash consideration of $7.737M. Key management personnel of Accurium acquired 15% under the Company’s equity partnership
model. Accurium is Australia’s largest supplier of Self-Managed Superannuation Fund (SMSF) actuarial certificates, with circa 45% market
share. It was acquired as part of the Company's services strategy of investing in entities that are concerned with inputs / outputs (downstream)
within member firms which enhance operational capacity.
Details of the acquisition accounting included in the reported results is as follows:
$’000
7,737
697
(4,647)
3,787
Purchase consideration
Non-controlling interest
Less: net assets acquired
Acquired Goodwill
68
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Net assets of material acquisition
Cash
Trade receivables
IP and Software
TechHub Material
Brand
Customer relationships
Deferred tax liability
Trade and other payables
Provision for Employee Benefits
Group's share of net assets
Other Acquisitions
$’000
199
362
1,058
697
792
3,728
(1,819)
(149)
(221)
4,647
The Group has made the following other acquisitions during the period:
On 1 July 2021, the company acquired a 51% ownership interest in 4Front Holdings Pty Ltd. As part of this transaction, the Company’s
100% owned subsidiary, Cooper Reeves Pty Ltd, was acquired by 4Front Holdings Pty Ltd. The consideration paid in this transaction was
the transfer of the Company’s ownership interest in Cooper Reeves Pty Ltd. Total value of the consideration has been included in the
combined table below.
On 20 August 2021, the Company acquired a 51% shareholding in Wealth Axis, a provider of paraplanning and administration support
services to Financial Advice firms for $1.328M. The acquisition was the first step in building out the Company services strategy of investing
in activities that enhance operational capacity within member firms.
On 20 August 2021, the Company's member firm, Unite Advisory Pty Ltd, acquired Bentley, Brett & Vincent (BBV) for $1.659M. Unite Advisory
also completed a 25% equity sell down to Key Management Personnel under the CountPlus equity partnership model in for $0.875M. The
Company retains a 75% shareholding in Unite Advisory.
Purchase consideration
Non-controlling interest
Less: net assets acquired
Acquired Goodwill
$’000
6,233
619
(1,810)
5,042
69
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
6.2
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
Southern Cross Business Holdings Pty Ltd
Principal place of business /
Country of incorporation
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Ownership interest
2022
%
32.36%
40.00%
43.00%
40.00%
20.00%
30.00%
49.00%
2021
%
32.36%
40.00%
40.00%
40.00%
20.00%
30.00%
–
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. Hunter is a Count Financial member firm.
OBM Financial Services Pty Ltd
OBM Financial Services Pty Ltd 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.
Southern Cross Business Holdings Pty Ltd
Southern Cross Business Holdings is a professional services firm located in Mildura, Victoria. It provides accounting and business advisory
services to its clients.
70
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Material associates
2022
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
2021
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
Southern
Cross Business
Holdings
$’000
6,795
8,603
(5,006)
(1,841)
8,551
23,765
3,600
3,600
1,165
990
8,040
(687)
(752)
7,591
3,764
888
888
355
1,915
2,396
(672)
(1,821)
1,818
5,089
901
901
373
2,009
4,774
(2,930)
–
3,853
5,509
1,149
1,149
359
1,361
5,885
(814)
(1,438)
4,994
6,057
2,439
2,439
732
1,705
2,503
(1,338)
(2,638)
232
6,700
956
956
468
One Hood
Sweeney
$'000
Hunter Financial
Planning
$’000
OBM Financial
Services
$’000
Rundles
CountPlus
$’000
DMG Financial
Holdings
$’000
5,310
8,702
(5,366)
(1,933)
6,713
21,789
3,683
3,683
1,192
641
8,133
(538)
(840)
7,396
3,055
637
637
255
1,093
1,494
(796)
(586)
1,205
4,507
831
831
332
1,766
4,791
(2,704)
–
3,853
4,804
780
780
312
1,095
5,800
(779)
(2,042)
4,074
7,432
1,176
1,176
353
71
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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:
2022
$’000
7,725
1,165
(642)
8,248
2,714
355
(289)
2,780
1,755
79
373
(224)
1,983
2,240
359
(272)
2,327
337
64
(52)
349
3,465
732
(621)
3,576
2,740
468
(257)
2,951
2022
$’000
22,214
3,516
2021
$’000
7,277
1,192
(744)
7,725
2,742
255
(283)
2,714
1,532
(69)
332
(40)
1,755
2,228
312
(300)
2,240
347
54
(64)
337
3,503
353
(391)
3,465
–
–
–
–
2021
$’000
18,236
2,498
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
Completion adjustment of acquisition of associate
Share in profit
Dividends
Carrying amount based on share in net assets of associate
Rundles CountPlus Pty Ltd
Opening balance
Share of profit
Dividends
Carrying amount based on share in net assets of associate
Rundles Financial Planning Pty Ltd
Opening balance
Share of profit
Dividends
Carrying amount based on share in net assets of associate
DMG Financial Holdings Pty Ltd
Opening balance
Share of profit
Dividends
Carrying amount based on share in net assets of associate
Southern Cross Business Holdings Pty Ltd
Completion adjustment of acquisition of associate
Share in 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 2022 or 30 June 2021.
72
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
6.3 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 Group Pty Ltd
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
Kidmans Partners Pty Ltd
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
AdviceCo CA Pty Ltd
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 Accounting + Advice Pty Ltd
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
Count Financial Limited
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
Accurium Holdings Pty Ltd
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
2022
$’000
10,653
1,411
(1,335)
2,161
2,243
(2,022)
13,111
2022
$’000
2,492
–
(1,062)
575
(375)
1,630
1,292
–
112
(64)
1,340
1,712
–
236
(220)
1,728
1,283
179
341
(335)
1,468
2,423
233
(149)
2,507
–
697
138
(159)
676
2021
$’000
9,395
487
(358)
745
2,146
(1,762)
10,653
2021
$’000
2,144
487
(358)
734
(515)
2,492
1,278
10
196
(192)
1,292
1,450
154
404
(296)
1,712
1,188
–
319
(224)
1,283
2,528
110
(215)
2,423
–
–
–
–
–
73
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Other
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
Total non-controlling interest at 30 June
2022
$’000
1,451
2,696
(274)
608
(719)
3,762
13,111
The following information is provided for non-controlling interests that are material to the consolidated entity. Figures are as per the
subsidiaries' financial statements:
2022
$’000
14,597
5,456
11,181
1,236
345,136
329,856
15,409
1,967
11,202
4,436
7,423
460
6,308
1,555
4,844
913
7,117
2,541
5,331
735
2,251
1,728
3,950
1,316
The MBA Group Pty Ltd
Assets
Liabilities
Revenue
Net Profit
Count Financial Limited
Assets
Liabilities
Revenue
Net Profit
Kidmans Partners Holdings Pty Ltd
Assets
Liabilities
Revenue
Net Profit
AdviceCo. Pty Ltd
Assets
Liabilities
Revenue
Net Profit
Mogg Accounting & Advisory Pty Ltd
Assets
Liabilities
Revenue
Net Profit
Accurium Holdings Pty Ltd
Assets
Liabilities
Revenue
Net Profit
74
2021
$’000
807
581
–
383
(320)
1,451
10,653
2021
$’000
15,112
6,687
11,710
1,469
307,492
293,138
14,785
1,091
11,661
5,173
7,273
548
6,092
1,415
4,585
1,062
7,210
2,791
5,044
909
–
–
–
–
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
6.4
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:
Ownership interest
Principal place of business /
Country of Incorporation
Name
1. MBA Group Pty Ltd* (a)
Î The MBA Partnership Pty Ltd
Î Digital O2 Pty Ltd
Î MBA Financial Services (Rawsons) Pty Ltd
Î The MBA Partnership (NSW) Pty Ltd
Î The MBA Partnership BNE Pty Ltd
Î Specialised Business Solutions Pty Ltd
Î Collective Outsourcing Pty Ltd
Î Collective Outsourcing Incorporated
2. Bentleys (WA) Pty Ltd*
Î Australian Superannuation & Compliance Pty Ltd
Î Bentleys Advisory (WA) Pty Ltd (b)
Î Bentleys Corporate Finance (WA) Pty Ltd (b)
3. Addvantage Financial Freedom Pty Ltd*
Î Addvantage Accountants Pty Ltd
4. Beames and Associates Accounting and Financial Services Pty Ltd
Î Cooma Accounting and Financial Services Pty Ltd
5. Moggs Accounting + Advisory Pty Ltd* (c)
6. Crosby Dalwood Pty Ltd* (c)
7. 4Front Holdings Pty Ltd*(d)
Î Cooper Reeves Pty Ltd
Î 4Front Pty Ltd
Î 4Front Accountant Pty Ltd
Î Profile management Services Pty Ltd
Î 4Front Mortgage Broking Pty Ltd
8. CountPlus One Pty Ltd*
9. Evolution Advisers Pty Ltd*
10. AdviceCo. Pty Ltd*
11. Kidmans Partners Holdings Pty Ltd*
Î Kidmans Partners Pty Ltd
Î Kidmans Partners Mortage Pty Ltd
Î Kidmans Partners Services Pty Ltd
Î Kidmans Partners Wealth Pty Ltd
12. Unite Advisory Pty Ltd* (c)
13. Twomeys Group Pty Ltd* (a)
Î Twomeys Pty Ltd
Î Twomeys Accounting & Advisory Pty Ltd
14. Count Financial Limited*
15. CountPlus FS Holdings Pty Ltd (TFS Group)
Î Total Financial Solutions Australia Pty Ltd (e)
Î TFS Operations Pty Limited
Î TFS Advice Pty Limited (f)
16. Wealth Axis Holdings Pty Ltd* (g)
Î Wealth Axis Pty Ltd
17. Accurium Holdings Pty Ltd* (h)
Î Accurium Pty Ltd
18. Kidmans PEC Pty Ltd (f)
19. BLUE789 Pty Ltd (f)
20. ADVICE389 Pty Ltd
* These subsidiaries are separate cash generating units.
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Phillippines
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
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
2022
%
86.08%
100.00%
100.00%
–
100.00%
100.00%
61.28%
100.00%
100.00%
100.00%
100.00%
–
–
100.00%
100.00%
100.00%
100.00%
60.00%
90.00%
51.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
60.00%
64.15%
100.00%
100.00%
100.00%
100.00%
75.00%
60.00%
100.00%
100.00%
85.00%
100.00%
100.00%
100.00%
–
51.00%
100.00%
85.00%
100.00%
–
–
100.00%
2021
%
–
68.11%
100.00%
100.00%
100.00%
100.00%
61.28%
100.00%
100.00%
95.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
65.00%
100.00%
–
100.00%
–
–
–
–
100.00%
100.00%
60.00%
64.15%
100.00%
100.00%
100.00%
100.00%
100.00%
–
60.00%
100.00%
85.00%
100.00%
100.00%
100.00%
100.00%
–
–
–
–
100.00%
100.00%
100.00%
75
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
These entities are consolidated into the respective CGUs identified above. The class of shares acquired for all the subsidiaries are ordinary
shares.
(a) A restructure of these entities occurred during the year with a new head entity added to the group
(b) These entities were sold to Hall Chadwick effective 31 July 2021
(c) CountPlus' ownership interest in these entities have been reduced during the year due to equity partnership transactions
(d) 4Front was acquired on 1 July 2021, refer to Note 6.1
(e) This entity was reclassified from a public company to a private company during the year
(f) These entities were deregistered during the year
(g) Wealth Axis was acquired on 20 August 2021, refer to Note 6.1
(h) Accurium was acquired on 1 November 2021, refer to Note 6.1
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.
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.
6.5 Parent entity information
The individual financial statements for the parent entity show the following aggregate amounts:
Statement of Financial Position
2022
$’000
2,789
66,085
68,874
(2,405)
(6,112)
(8,517)
60,357
126,552
709
(66,904)
60,357
2021
$’000
6,142
55,025
61,167
(1,701)
(491)
(2,192)
58,975
126,552
855
(68,432)
58,975
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
76
COUNTPLUS ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Statement of Profit or Loss and Other Comprehensive Income
Profit for the year
2022
$’000
4,450
2021
$’000
2,521
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 2022 and 30 June 2021.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2022 and 30 June 2021.
Capital commitments – Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2022 and 30 June 2021.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note , except for the following:
Î
Î
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity;
Investments in associates are accounted for at cost, less any impairment, in the parent entity; and
Î Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an indicator
of an impairment of the investment.
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 and associates.
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. $5,901,000 was drawn during the year and a bank guarantee of $546,000 has been provided for property leases.
Share based payments
The grant by the Group of options over its equity instruments to key management personnel 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.
77
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
6.6 Related party transactions
Parent entity
CountPlus Limited is the parent entity.
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.
Associates
Interests in associates are set out in note 6.2.
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 Colonial First State Group
Premises expenses
Catalyst Finance Pty Ltd
The Southport Unit Trust
Rosebead Pty Ltd
Mark & Bronwyn Kenmir Superannuation Fund
Bronwyn Kenmir
Payments from related parties
2022
$
2,388,341
140,605
14,764
69,994
2,613,704
2021
$
2,488,105
150,387
39,180
187,397
2,865,069
2022
$’000
2021
$’000
94
211
292
55
29
44
195
210
203
63
29
44
As at 31 July 2022, the Commonwealth Bank of Australia held 35.91% of CountPlus Limited’s quoted ordinary shares. During the year,
Count Financial Limited (a majority owned subsidiary) received payments totalling $34,975,000 from the Commonwealth Bank of Australia.
Following the announcement by the Commonwealth Bank of Australia in October 2021 to close the remaining part of its Commonwealth
Financial Planning business, the Commonwealth Bank of Australia agreed, following a competitive tender process, to reimburse Count
Financial Limited for a period of two years (subject to agreed caps) for certain costs and expenses actually incurred in connection with
onboarding those Commonwealth Financial Planning customers that became customers of Count Financial Limited. Payments have been
made in relation to costs incurred for client engagement, reporting, data migration and transition, and, in relation to those advisers that
successfully applied for roles with Count Financial, adviser onboarding, training and support and adviser operating costs.
78
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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:
Loan to Count Member Firm Pty Ltd
Loan to other related parties
7
Capital Management
7.1 Contributed equity
Ordinary shares – fully paid
Treasury shares – Issued capital held by loan
funded share plan
Ordinary shares
2022
$’000
57
–
57
2021
$’000
197
39
236
2022
Shares
114,222,559
(2,612,310)
2021
Shares
114,222,559
(2,612,310)
2022
$’000
126,566
(3,413)
2021
$’000
126,566
(3,413)
111,610,249
111,610,249
123,153
123,153
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.
Share buy-back
At 30 June 2022 there is no current on-market share buy-back. Refer to note 8.5 for details of share buy-backs post reporting period.
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 $5,901,000 as at 30 June 2022. The Group has an overdraft facility of $5,000,000 which was
drawn down by lease guarantees of $546,000 at 30 June 2022. In addition, there are four bank loans in member firms totalling $5,294,000
which have been drawn down by $3,901,000. Future acquisitions and investments will be funded from existing and future cash flows as well
as funds received under the Group’s equity partnership 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.
79
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
7.2 Reserves
Acquisition reserve
Share-based payments reserve
Foreign currency reserve
Movements in reserves
2022
$’000
(48,548)
668
(16)
(47,896)
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
Balance at 1 July 2021
Foreign currency translation
Share based payments for long-term incentive plan
Balance at 30 June 2022
814
–
(146)
668
(48,548)
–
–
(48,548)
(33)
17
–
(16)
2021
$’000
(48,548)
814
(33)
(47,767)
Total
$’000
(47,767)
17
(146)
(47,896)
Share based payment reserve
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 22 to 33.
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.
7.3 Share plans
Long-term incentive plan
The long-term incentive plans are set out on pages 27 to 28 of this report.
7.4
Interest bearing loans and borrowings
Current liabilities
Bank loans – funding facility and other loans
Acquisition facility
Hire purchase
Non-current liabilities
Acquisition facility
Bank loans – funding facility and other loans
Refer to note 7.5 for further information on financial instruments risk.
80
2022
$’000
911
–
–
911
5,901
2,989
8,890
2021
$’000
717
1,891
2
2,610
–
1,718
1,718
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Total facilities
Bank overdraft
Bilateral funding facility
Used at the reporting date
Bank overdraft
Bilateral funding facility
Unused at the reporting date
Bank overdraft
Bilateral funding facility
2022
$’000
5,000
25,295
30,295
1,141
9,801
10,942
3,859
15,494
19,353
2021
$’000
5,000
23,430
28,430
1,141
4,328
5,469
3,859
19,102
22,961
The interest-bearing loans and borrowings balance is $9,801,000 (Non-current: $8,890,000 Current: $911,000) (2021: Non-current: $1,718,000
Current: $2,610,000) borrowings from Westpac Bank. There are currently seven lines of credit with Westpac Bank.
CountPlus Limited has an overdraft facility with Westpac Bank, the limit is $5,000,000 (2021: $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 (2021: $20,000,000) and is charged
with a variable rate. This five-year facility with Westpac was renewed on 20 January 2022. 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 two bank loans with Westpac Bank, the total limit is $1,655,000 repayable between two and four 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 $1,239,000 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.
Unite Advisory Pty Ltd has a bank loan with Westpac Bank, the limit is $1,700,000 repayable over two years. In addition, there is a line fee
on this facility. A guarantee and charge as security for the facility is provided by Unite Advisory Pty Ltd.
4Front Pty Ltd has two bank loans with Westpac Bank, the total limit is $700,000 repayable either at call or over one year. In addition, there
is a line fee on this facility. A guarantee and charge as security for the facility is provided by 4 Front 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.
Changes in liabilities arising from financing activities
Long-term borrowings
Short-term borrowings
Hire purchase short-term liabilities
Total liabilities from financing activities
2021
$’000
1,718
2,608
2
4,328
Non-cash changes
Reclassification to
short-term
$’000
Cash flow
$’000
Other changes
$’000
12,300
(6,825)
(2)
5,473
(5,128)
5,128
–
–
–
–
–
–
2022
$’000
8,890
911
–
9,801
81
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
7.5 Capital and financial risk management
Financial assets and liabilities
Note 8.4 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:
Note
Amortised cost
$’000
3.1
3.2
3.2
6.6
Note
3.4
7.4
5.3
3.6
3.6
21,540
23,195
1,787
57
46,579
Other liabilities
(amortised cost)
$’000
1,216
9,801
13,438
1,514
118
26,087
Note
Amortised cost
$’000
3.1
3.2
6.6
Note
3.4
7.4
5.3
3.6
3.6
26,239
20,004
236
46,479
Other liabilities
(amortised cost)
$’000
1,291
4,328
14,433
1,266
620
21,938
Total
$’000
21,540
23,195
1,787
57
46,579
Total
$’000
1,216
9,801
13,438
1,514
118
26,087
Total
$’000
26,239
20,004
236
46,479
Total
$’000
1,291
4,328
14,433
1,266
620
21,938
30 June 2022
Financial assets
Cash and cash equivalents
Trade and other receivables
Deferred cash consideration
Loans and advances
Total financial assets
30 June 2022
Financial liabilities
Trade payables
Interest bearing loans and borrowings
Lease Liability
Deferred cash consideration
Other liabilities
Total financial liabilities
30 June 2021
Financial assets
Cash and cash equivalents
Trade and other receivables
Loans and advances
Total financial assets
30 June 2021
Financial liabilities
Trade payables
Interest bearing loans and borrowings
Lease Liability
Deferred cash consideration
Other liabilities
Total financial liabilities
82
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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
trade payables;
Î other liabilities; and
Î
interest bearing borrowings.
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.
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 2022, the Group had total bank loans outstanding of $9,801,000 (2021: $4,328,000). The Group also had an overdraft facility of
$5,000,000 of which $1,141,000 is reserved for bank guarantees. $546,000 was utilised from this bank guarantee limit. 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
2022
$’000
(82)
82
2021
$’000
(168)
168
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.
83
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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 2022, the Group’s non-derivative financial liabilities have contractual maturities (including interest payments where applicable)
as summarised below:
30 June 2022
Trade payables
Interest bearing loans and borrowings
Deferred cash consideration
Lease liabilities
Current within
6 months
$’000
6 to 12 months
$’000
Non-current
1 to 5 years
$’000
later than 5 years
$’000
1,216
414
1,112
1,787
4,529
–
497
225
1,786
2,508
–
10,192
227
7,649
18,068
–
368
–
4,124
4,492
This compares to the maturity of the Group’s non-derivative financial liabilities in the previous reporting period as follows:
30 June 2021
Trade payables
Interest bearing loans and borrowings
Deferred cash consideration
Lease liabilities
Current within
6 months
$’000
6 to 12 months
$’000
Non-current
1 to 5 years
$’000
later than 5 years
$’000
1,291
382
771
1,861
4,305
–
380
115
1,642
2,137
–
3,853
764
10,082
14,699
–
47
235
2,928
3,210
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
Fair value measurement
The carrying amounts of cash and cash equivalents, trade and other receivables, trade 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:
Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Unobservable inputs for the asset or liability.
Level 1
$'000
Level 2
$'000
Level 3
$'000
Total
$'000
–
–
–
–
1,787
1,787
(1,127)
(1,127)
Level 1
$'000
Level 2
$'000
Level 3
$'000
Total
$'000
–
–
(1,266)
(1,266)
Level 1
Level 2
Level 3
2022
Assets
Contingent assets
Financial liabilities
Contingent liabilities
2021
Financial liabilities
Contingent liabilities
84
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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
Cash paid for settlement of deferred cash consideration
$’000
(1,266)
114
(861)
886
(1,127)
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 and loss is determined based on observable market transactions.
Observable market transactions considered are those transactions which occurred on 30 June 2022, 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 $1,514,000 (2021: $1,266,000).
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.
8
Other information
8.1 Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by Grant Thornton Audit Pty Limited, the auditor
of the Group:
2022
$
2021
$
436,000
371,000
–
436,000
5,000
376,000
Audit services – Grant Thornton Audit Pty Limited
Audit or review of the financial statements
Other services – Related entity of Grant Thornton Audit Pty Limited
Other advisory services
Total remuneration of Grant Thornton Audit Pty Limited and related entities
8.2 Contingencies
Contingent assets
The Group has no contingent assets as at 30 June 2022 (2021: nil)
Contingent liabilities
Class action lawsuit
Class action proceedings have been filed by Piper Alderman in the Federal Count of Australia against CountPlus Limited’s member firm,
Count Financial Limited. The proceedings seek financial compensation and relates to commissions paid to Count Financial and its authorised
representative financial advisers. The commissions were in respect of financial products (including insurance) and certain obligations of its
financial advisers to provide ongoing advice in the period 21 August 2014 to 21 August 2020.
CountPlus Limited acquired Count Financial Limited from Commonwealth Bank of Australia (CBA) on 1 October 2019. CBA has provided an
indemnity to CountPlus Limited in relation to certain conduct that occurred prior to and after the acquisition of Count Financial by CountPlus
Limited for an amount of $300M.
A reliable estimate of the expected future inflows and / or outflows related to the class action cannot be formed at this stage.
85
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Claim against Corporate Authorised Representative
This matter relates to a claim by a client, brought through her tutor, the Public Trustee, in the Supreme Court of NSW, against a Corporate
Authorised Representative of Count Financial. Neither the Group nor its subsidiaries have been named in the proceedings. A reliable estimate
of the expected future inflows and / or outflows related to this matter cannot be formed at this stage.
Corporate Actions
This matter has arisen out of remediation proceedings ASIC commenced against third parties. The Group has commenced an investigation
to ascertain the value of any potential liability. A reliable estimate of the expected future inflows and / or outflows related to this matter
cannot be formed at this stage.
The Group has no other contingent liabilities as at 30 June 2022 (30 June 2021: nil).
8.3 Commitments
Capital commitments
The Group has total capital commitments of $546,000 (2021: $1,024,000), to various landlords in form of bank guarantees. No material losses
are anticipated in respect of these guarantees.
8.4 Summary of other significant accounting policies
Significant accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been
consistently applied to all the years presented, unless otherwise stated. The financial statements are for the Group. Consolidated entity
consisting of CountPlus Limited and its subsidiaries.
Basis of preparation
These consolidated general-purpose financial statements have been prepared in accordance with Australian Accounting Standards,
Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the
Corporations Act 2001. CountPlus Limited is a for-profit entity for the purpose of preparing the financial statements.
Both the functional and presentation currency of CountPlus Limited and its subsidiaries is Australian dollars (A$) 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 judgments
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 judgment or complexity,
or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 1.2.
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 6.5.
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.
86
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
New or amended Accounting Standards and Interpretations adopted
The Group has adopted all relevant new or amended Accounting Standards and Interpretations issued by the Australian Accounting
Standards Board ('AASB') that are mandatory for the current reporting period. None of the new standards or amendments to standards
that are mandatory for the first time materially affected any of the amounts recognised in the current period or any prior period.
Accounting standards and interpretations issued but not yet effective
Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2022 reporting period
and have not been early adopted by the Group.
These standards are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable
future transactions.
Î AASB 2020–1 Amendments to Australian Accounting Standards – Classification of Liabilities as Current or Non-Current
Î AASB 2020–6 Amendments to Australian Accounting Standards – Classification of Liabilities as Current or Non-current – Deferral
of Effective Date
Î AASB 2021–2 Amendments to Australian Accounting Standards – Disclosure of Accounting Policies and Definition of Accounting Estimates
Î AASB 2021–5 Amendments to Australian Accounting Standards – Deferred Tax related to Assets and Liabilities arising from a Single
Transaction
Principles of consolidation
Subsidiaries
The consolidated financial statements incorporate the assets and liabilities of CountPlus Limited and its subsidiaries as at 30 June 2022 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 49% 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 Company 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.
87
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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 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 contractual cash flow characteristics of the financial assets.
the entities business model for managing the financial asset; and
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 and 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.
88
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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 fair value through other comprehensive income (‘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 Company 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 Company 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.
89
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Non-current assets or disposal groups classified as held for sale
Non-current assets and assets of disposal groups are classified as held for sale if their carrying amount will be recovered principally through
a sale transaction rather than through continued use. They are measured at the lower of their carrying amount and fair value less costs of
disposal. For non-current assets or assets of disposal groups to be classified as held for sale, they must be available for immediate sale in their
present condition and their sale must be highly probable.
An impairment loss is recognised for any initial or subsequent write down of the non-current assets and assets of disposal groups to fair
value less costs of disposal. A gain is recognised for any subsequent increases in fair value less costs of disposal of a non-current assets and
assets of disposal groups, but not in excess of any cumulative impairment loss previously recognised.
Non-current assets are not depreciated or amortised while they are classified as held for sale. Interest and other expenses attributable to the
liabilities of assets held for sale continue to be recognised.
Non-current assets classified as held for sale and the assets of disposal groups classified as held for sale are presented separately on the face
of the statement of financial position, in current assets. The liabilities of disposal groups classified as held for sale are presented separately
on the face of the statement of financial position, in current liabilities.
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.
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.
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave, long service leave and accumulating sick leave expected
to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are
settled. Non-accumulating sick leave is expensed to profit or loss when incurred.
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.
90
COUNTPLUS ANNUAL REPORT 2022 NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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.
8.5 Events after the reporting period
On 1 July 2022, CountPlus Limited appointed Hugh Humphrey as Chief Executive Officer and director.
On 1 July 2022, CountPlus Limited finalised terms to acquire a 32.75% shareholding in WSC Group Pty Ltd from 1 August 2022.
On 4 July 2022, CountPlus Limited member firm, NSW based CountPlus One Pty Ltd acquired 100% of the business CDC Partners Pty Ltd.
On 13 July 2022, CountPlus Limited commenced a share buy-back scheme to enhance returns to shareholders with specific capital
management initiatives. A maximum of 11,422,255 shares will be repurchased. The timing and number of shares repurchased will depend
on the Group’s share price and market conditions. 761,089 shares have repurchased up to the date of this report. There can be no certainty
that all of the shares will be repurchased.
On 26 August 2022, the Directors resolved to declare a full year final dividend for FY22 of 2.00 cents (fully franked) to be paid on 12 October
2022 (record date 23 September 2022).
No other matters or circumstances have arisen since the end of the financial year which significantly affected or could significantly affect:
(a) the Group's operations in future financial periods, or consolidated entity,
(b) the results of those operations in future financial periods, or
(c) the Group's state of affairs of the consolidated entity in future financial periods.
91
COUNTPLUS ANNUAL REPORT 2022 INTERIM CHIEF
EXECUTIVE OFFICER
Laurent Toussaint
24 February 2022 –
30 June 2022
CHIEF FINANCIAL OFFICER
Laurent Toussaint
COMPANY SECRETARY
Laurent Toussaint
PRINCIPAL REGISTERED
OFFICE IN AUSTRALIA
SHARE REGISTRY
INDEPENDENT AUDITOR
SOLICITORS
BANKER
STOCK EXCHANGE LISTING
Narelle Wooden
Doug Richardson
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
Audit Pty Ltd
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
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
CORPORATE DIRECTORY
DIRECTORS
Ray Kellerman
Chairman
Alison Ledger
Independent Non-Executive Director
Andrew McGill
Independent Non-Executive Director
Carolyn Colley
Independent Non-Executive Director
Appointed 6 October 2020
Kate Hill
Independent Non-Executive Director
Matthew Rowe
Managing Director and Chief Executive Officer
Resigned 24 February 2022
Hugh Humphrey
Managing Director and Chief Executive Officer
Appointed 1 July 2022
92
COUNTPLUS ANNUAL REPORT 2022
DIRECTORS' DECLARATION
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 2022 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 2022.
3.
Note 8.4 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
26 August 2022
Sydney
93
COUNTPLUS ANNUAL REPORT 2022
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF COUNTPLUS LIMITED
Grant Thornton Audit Pty Ltd
Level 17
383 Kent Street
Sydney NSW 2000
Locked Bag Q800
Queen Victoria Building NSW
1230
T +61 2 8297 2400
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 2022, 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 2022 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 (including Independence
Standards) (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.
www.grantthornton.com.au
ACN-130 913 594
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 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 Limited 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 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
Legislation.
94
COUNTPLUS ANNUAL REPORT 2022
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF COUNTPLUS LIMITED
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 6.1)
The Group acquired 85% of Accurium Holdings Pty Ltd
during the year for $7,737,000. Goodwill of $3,787,000
was recognised in the acquisition.
In addition, the Group made the following material
acquisitions which resulted in $5,042,000 of goodwill
recognised:
• On 1 July 2021, the Group acquired a 51%
ownership interest in 4Front Holdings Pty Ltd. As
part of this transaction, the Group’s 100% owned
subsidiary, Cooper Reeves Pty Ltd, was acquired
by 4Front Holdings Pty Ltd. The consideration paid
in this transaction was the transfer of the Group’s
ownership interest in Cooper Reeves Pty Ltd;
• On 20 August 2021, the Group acquired a 51%
shareholding in Wealth Axis for consideration of
$1.328m; and
Our procedures included, amongst others:
• obtaining the purchase agreements and
management’s accounting memorandums and
assessing the terms of the contracts;
• obtaining the acquisition balance sheet of the
acquired entities and agreeing on the material
balances to supporting information;
• assessing the capability, competence and objectivity
of management’s independent expert;
• consulting with our valuation specialists to evaluate
the Independent Expert’s Valuation Report,
including;
• assessing whether the appropriate intangible assets
had been identified;
• assessing the appropriateness of the valuation
• On 20 August 2021, the Group's member firm,
methodologies;
Unite Advisory Pty Ltd, acquired Bentley, Brett &
Vincent (BBV) for $1.659m.
These transactions have been accounted for in
accordance with AASB 3: Business Combinations
which is complex and includes a high degree of
estimation uncertainty and judgement when
determining the fair value of acquired assets and
liabilities.
This is a key audit matter due to the complexity and
judgements involved in assessing AASB 3 and the
estimation uncertainty involved in valuing intangible
assets.
• challenging the assumptions used were reasonable
and supportable;
•
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; and
• assessing the adequacy of the Group’s disclosures
in respect of the business acquisitions against the
requirements of AASB 3: Business Combinations.
Grant Thornton Australia Limited
(cid:3)
95
COUNTPLUS ANNUAL REPORT 2022
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF COUNTPLUS LIMITED
Key audit matter
How our audit addressed the key audit matter
Recoverable amount of intangible assets (Note 5.1)
As at 30 June 2022, the Group’s intangible assets of
$52,338,000 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 goodwill
acquired in a business combination be allocated to
each of the Group’s cash-generating units (CGU) for
impairment testing purposes. Each CGU to which
goodwill has been allocated must be tested for
impairment annually.
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, including consultation
with our valuations experts;
• obtaining management’s value-in-use calculations
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 recoverable
amounts. The recoverable amounts were determined
using value-in-use models.
This is a key audit matter due to the significant
judgements required to determine the appropriate
CGUs and the inherent estimation uncertainty in
calculating the recoverable amount.
and:
•
testing the mathematical accuracy of the model;
• evaluating management’s ability to forecast future
results;
•
•
testing the reasonableness of forecasted cash flows
to be derived by the CGUs’ assets;
reviewing discount rates applied to forecast future
cash flows;
• performing sensitivity analysis on the significant
inputs and in preparing the calculation; and
• assessing the adequacy of the Group’s disclosures
in respect of the requirements of AASB 136.
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 2022, 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.
Grant Thornton Australia Limited
(cid:3)
96
COUNTPLUS ANNUAL REPORT 2022
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF COUNTPLUS LIMITED
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: http://www.auasb.gov.au/auditors_responsibilities/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 22 to 33 of the Directors’ report for the year
ended 30 June 2022.
In our opinion, the Remuneration Report of CountPlus Limited, for the year ended 30 June 2022 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, 26 August 2022
Grant Thornton Australia Limited
(cid:3)
97
COUNTPLUS ANNUAL REPORT 2022
ASX ADDITIONAL INFORMATION
The shareholder information set out below was applicable as at 31 July 2022.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
1 to 1,000
1,000 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
Holding less than a marketable parcel
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 Holding Company Ltd
J P Morgan Nominees Australia Pty Limited
Mr Barry Martin Lambert
Pacific Custodians Pty Limited (Employee Share Tst A/C)
HSBC Custody Nominees (Australia) Limited
National Nominees Limited
Rowe Heaney Super Fund Pty Ltd (Rowe Heaney Super Fund A/C)
Mirrabooka Investments Limited
Santos L Helper Pty Ltd (SBS Van Paassen A/C)
1
2
3
4
5
6
7
8
9
10 Mr Joseph Zanca & Mrs Szerenke Zanca (Zanacorp Super Fund A/C)
11
12
13
14
15 Mr Raymond John Kellerman & Mrs Ruth Kellerman (The Kellerman S/F A/C)
16
17 Mr Michael Allan Beddoes (Beddoes Practice A/C)
18 Mr Barry Martin Lambert
19
Supergeneration Pty Ltd (Supergeneration A/C)
20 Dr Andrew Richard Conway + Dr Vanessa Joy Teague
RK Sydney Pty Ltd (RK Family A/C)
Citicorp Nominees Pty Limited
Zanacorp Financial Group Pty Ltd
Colonial First State Inv Ltd (7749080 Ritchie A/C)
Harvey Investment Company Pty Ltd (Seastar Investment A/C)
Substantial holders
1
2
Colonial Holding Company Ltd
Ryder Capital Ltd
98
Listed Ordinary Shares – Fully Paid
Number of Holders
Number of Shares
408
631
263
468
94
1,864
285
229,040
1,672,162
2,055,113
15,075,830
95,002,730
114,034,875
119,050
Listed Ordinary Shares – Fully Paid
Number held % of Total Shares
40,945,747
9,658,960
3,300,000
2,612,310
2,514,646
2,482,487
2,235,000
2,215,943
2,100,000
1,525,000
1,400,000
1,373,294
1,200,000
1,162,528
850,000
835,561
800,000
764,729
533,600
500,000
79,009,805
35.91
8.47
2.89
2.29
2.21
2.18
1.96
1.94
1.84
1.34
1.23
1.20
1.05
1.02
0.75
0.73
0.70
0.67
0.47
0.44
69.29
Listed Ordinary Shares – Fully Paid
Number held % of Total Shares
40,945,747
8,342,197
49,287,944
35.91
7.32
43.23
COUNTPLUS ANNUAL REPORT 2022
INVESTORS' INFORMATION
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:
Voting rights
Computershare Investor Services Pty Ltd
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
ABN
GPO Box 1453
Sydney NSW 2001
+61 2 8218 8778
info@countplus.com.au
11 126 990 832
99
COUNTPLUS ANNUAL REPORT 2022
C
o
u
n
t
P
l
u
s
A
n
n
u
a
l
R
e
p
o
r
t
2
0
2
2