The
confidence
to look
ahead
Appendix 4E
For the Year Ended 30 June 2024
1
Company details
Name of entity
Count Limited
ABN
11 126 990 832
Reporting period
For the year ended 30 June 2024
Previous period
For the year ended 30 June 2023
2
Results for announcement to the market
$’000
Revenues from contracts with customers
Up
22%
to
111,799
Profit from ordinary activities after tax attributable to the owners of Count Limited
Down
(78%)
to
1,104
Profit for the year attributable to the owners of Count Limited
Down
(78%)
to
1,104
Comments
The profit for the Group after providing for income tax and non-controlling interest amounted to $1,104,000 (30 June 2023:
$5,100,000).
3
Net tangible assets
Reporting period
Cents
Previous period
Cents
Net tangible assets per ordinary security
(1.86)
25.07
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.
2
COUNT ANNUAL REPORT 2024
Appendix 4E
For the Year Ended 30 June 2024
4
Entities where control was gained or lost
On 15 August 2023, Count Limited’s member firm, Adelaide based Crosby Dalwood Pty Ltd and Warnecke & Co completed
a merger to operate under a new entity under the Count brand, resulting in a loss of control of Crosby Dalwood Pty Ltd.
On 19 November 2023, Total Financial Solutions Australia Pty Ltd (In Liquidation) (TFSA), a legacy licensee business that cancelled
its Australian Financial Services Licence (AFSL) on 30 June 2020, appointed administrators as part of a voluntary administration.
Accordingly, the Group deconsolidated TFSA from 19 November 2023.
On 31 December 2023, Count Limited gained control over Count Member Firm Pty Ltd.
On 1 March 2024, Count Limited gained control over Diverger Limited.
On 5 April 2024, Count Limited gained control over Solutions Centric Pty Ltd.
5
Dividends
Amount per
security
Cents
Franked amount
per security
Cents
2024 Half Year dividend paid on 14 March 2024
1.50
1.50
2023 Full Year dividend paid on 11 October 2023
2.25
2.25
The record date for determining entitlement to the 2024 Final dividend of 2.25 cents is Friday 20 September 2024 and payable
on Wednesday 9 October 2024. The Final dividend is not provided for at 30 June 2024 and there is no dividend reinvestment
plan in place for the Group.
6
Details of associates
Please see note 6.2 of the Financial Report for period ending 30 June 2024 for details of all associates.
7
Audit qualification or review
The Financial Report for the year ended 30 June 2024 has been audited and an unqualified audit report has been issued.
3
COUNT ANNUAL REPORT 2024
2023
Highlights
Bruce Edmunds
& Associates
transaction
JULY
Announced scheme
of implementation
with Diverger Limited
and annualised cost
synergy target of $3m
SEPTEMBER
Final FY2023
Dividend of 2.25
cents per share
OCTOBER
The merger of
Crosby Dalwood and
Warnecke & Co to
create Count Adelaide
AUGUST
4
COUNT ANNUAL REPORT 2024
2024
Solutions
Centric
transaction
APRIL
Divestment of
Bentleys WA
JUNE
Upgraded Diverger
annualised cost synergy
target at least $4 million
MAY
Acquired
remaining
shares in
Accurium
JULY
MARCH
Completed
Diverger Limited
(Diverger) transaction
Interim
FY2024
dividend
of 1.50 cents
per share
Count Most
Engaged Cohort
(CoreData
Licensee Report)
JUNE
Count, Winner for Best
Licensee-Owned Dealer
Group Award
(Australian Wealth
Management Awards)
MAY
GPS Wealth, Finalist
for Independent Dealer
Group of the Year
(Australian Wealth
Management Awards)
5
COUNT ANNUAL REPORT 2024
6
COUNT ANNUAL REPORT 2024
Contents
8
Letter from our Chair
10
Letter from our CEO
12
About Count
14
Count Charitable Foundation
16
Financial Summary
18
Count Board
20
Directors’ Report
28
Remuneration Report (audited)
41
Auditor’s Independence Declaration
42
Financial Statements
110
ASX Additional Information
111
Investors’ Information
7
COUNT ANNUAL REPORT 2024
Letter
from our
Chair
Expanding our capabilities
to serve more Australians.
Count continued its growth narrative in Financial Year 2024 (FY2024) with the
transformational acquisition of Diverger Ltd through a scheme of arrangement.
This acquisition significantly leverages the existing Wealth and Services business
platforms and provides greater scale and breadth of operations.
We are now six months into the integration of Diverger and witnessing an
emerging culture of optimism and ambition across the Group, and seeing
business and cost synergies exceeding our initial expectations. Throughout the
year, our focus on quality mergers and acquisitions led to investments in new
businesses, increasing our market share in the Accounting and Wealth sectors.
Now that greater scale and breadth of operations are being achieved, there will
be greater focus on increasing returns on already invested capital. Investment
activity in accretive acquisitions will continue, along with driving higher margins
in our existing businesses.
Regarding the Count Board, it is a privilege for me to be chair and to work
alongside our Non-Executive Directors who bring a wealth of expertise and
experience across Accounting, Wealth and Services, providing sound guidance
to the business.
Demonstrating our commitment to diversity and our unwavering duty to bring
fresh, dynamic perspectives into our community I am pleased to report that
we continue to have a 50/50 gender split on the Board. This is consistent with
Count’s Executive Leadership Team which achieved gender parity in the period.
Our growth ambitions, combined with our capability to deliver now see Count
servicing 547 financial advisers across 505 firms, with 601 accountants in Equity
Partnerships, managing $34.2 billion in funds under advice, and serving more
than 101,100 clients. This does not happen by chance; it takes dedicated people
inspired to bring their best to work each day.
Finally, I would like to acknowledge and thank our dedicated people, partners,
and members at Count, whose hard work has given us a strong foundation
for continued success in FY2025. The Board remains focused on delivering
profitability and driving business growth to support our shareholders.
Thank you for being a Count shareholder.
Ray Kellerman
Chair
8
COUNT ANNUAL REPORT 2024
9
COUNT ANNUAL REPORT 2024
Letter
from our
CEO
Building a successful business
for the long term.
It has been nothing short of a transformative year for Count. The disciplined
execution of our strategic priorities has positioned the Company as a leader
in the Australian financial services landscape. As we approach our 45th year
of serving our partners and clients, we’re delighted to have such a strong
platform to build upon.
One of the most significant milestones in our proud history was the successful
acquisition in March 2024 of Diverger Ltd through a scheme of arrangement.
The completion of this transaction elevated Count to become the second
largest wealth management advice firm in Australia (by number of Financial
Advisers), reinforcing our commitment to growth and ensuring more Australians
have access to quality financial services.
Count generates revenues that is equivalent to a top 201 accounting firm
in Australia and is beginning to deliver against its ambition of creating an
integrated system with a greatly expanded Services segment, specialising in
the delivery of education and expertise to Accountants and Financial Advisers.
Count continues to focus on the communities in which we work and live,
making a difference to those in need. In FY2024, the Count Charitable
Foundation (CCF) once again donated over $1.0 million to important causes,
showcasing our commitment to giving back and doing the right thing. Now
in its 20th year, the foundation has donated more than $14.0 million since its
inception in 2004, making a lasting difference to the well-being of vulnerable
and at-risk people in the community.
1 Australian Financial Review, Top 100 Accounting Firms, November 2023
10
COUNT ANNUAL REPORT 2024
Strong underlying financial performance
Count delivered strong underlying financial outcomes
in FY2024, supported by organic growth and including
four months’ contribution from the Diverger acquisition.
Underlying Net Profit after Tax (NPAT) increased by +39%
whilst statutory NPAT decreased to $3.4 million driven
by one off costs from the Diverger transaction and
divested business.
In FY2024, the group served over 101,100 clients, with
revenues for the year increasing +22% to $111.8 million.
We are pleased to report a final dividend of 2.25 cents
per share, fully franked, returning 3.75 cents to
shareholders for the full year.
In our Equity Partnerships segment, we now have
investments in 20 quality firms, and a national
client base of over 36,000. FY2024 saw us successfully
complete the largest annual number of transactions
in our history, and the mergers and acquisitions
pipeline continues to reflect strong inorganic growth
opportunities.
Our Wealth segment delivered good growth with
segment EBITA increasing by +115% to $5.2 million.
We added new high quality businesses including
GPS Wealth, the CARE Portfolios and Paragem to our
Wealth segment. The segment now represents more
than 547 authorised representatives, over $34.2 billion
in funds under advice (FUA), $3.2 billion in funds under
management (FUM) and $64.2 million of in-force
insurance premiums.
Our Services segment delivered overall revenue of
$14.3 million, with this segment now serving around
6000 accounting and wealth firms. We welcomed new
Services businesses to the Group in the period with
a strategic investment in Solutions Centric alongside
the addition of Knowledge Shop, TaxBanter and Priority
Networking. These are quality service-led businesses
that help to diversify our revenue sources, capture value
from our ecosystem and provide critical expertise to all
accounting and wealth firms.
Engaging the best talent
We continue to ensure that the leadership of the
Company sets the tone for capability, diversity and
inclusion.
During the year, we continued to add capability,
breadth and depth to our Executive Leadership Team
(ELT) with the appointment of a new Chief Financial
Officer, the creation of a Brand and Experiences team,
and the consolidation of our Services businesses into a
single, focused division. This organisational clarity and
the accompanying Executive appointments position
us well to deliver better outcomes to our shareholders,
partners and clients.
Serving our partners
The focus on our network remains integral to what we
stand for as a business. Through our market-leading
professional development programs, we brought our
business partners together to connect, learn and share
best practices in a dynamic environment. More than
700 delegates attended our conferences in FY2024,
and more than 800 attended a mixture of online and
in-person Professional Development days, showcasing
our commitment to education and the value of these
events to our network.
Looking ahead
Our entrepreneurial spirit and speed of execution is at
the core of our ongoing success. We are excited about
the platform we have built, the investment opportunities
for growth and the momentum we have created as we
enter FY2025.
I would like to acknowledge and thank our dedicated
network of people, partners and members at Count,
whose hard work creates our continued success.
Thank you for being a Count shareholder.
Hugh Humphrey
CEO
11
COUNT ANNUAL REPORT 2024
15
30
2
148
8
2
6
1
161
7
2
118
3
2
Licensed Advice Firms
Equity Partnerships – Accounting and Wealth
Services Firms
About
Count
12
COUNT ANNUAL REPORT 2024
505
Firms
$3.2B
Funds under
management
601
Accountants in
equity firms
18th Largest
Accounting Firm
in Australia2
$112M
Statutory
Revenue
~101,100
Clients served4
Second
Largest AFSL
in Australia1
$34.2B
Funds under
advice
547
Financial
Advisers3
Note: Unless otherwise stated, all metrics above are as at 30 June 2024.
1
ASIC as at 19 July 2024
2
Australian Financial Review, Top 100 Accounting Firms, November 2023 (based on revenues
generated by the Equity Partnerships segment)
3
Total Authorised Representatives within Count Network is 706 including Limited Authorised
Representatives (excluding corporate staff who are Authorised Representatives)
4
Approximate total annualised number of clients serviced by the network
The
confidence
to look
ahead
13
COUNT ANNUAL REPORT 2024
Count
Charitable
Foundation
In FY2024 Count and the Count Charitable
Foundation introduced a corporate
volunteering
program
in NSW, QLD and VIC. This includes:
• The Good Box
packing boxes of necessities for the homeless,
• Wesley Mission
running social activities in a crisis
accommodation centre,
• Our Big Kitchen
cooking for the homeless and vulnerable
on an industrial scale.
CCF Donations
FY2024
$1,049,168
CCF’s giving was
made up of 165
separate donations
to 133 charities.
Two-thirds of all
donations are
requested by
CCF members.
Health and Medical
Overseas Charities
Community Welfare
Education
14
COUNT ANNUAL REPORT 2024
At the Count conference in Canberra, CCF
supported
Soldier On,
caring for current and former service personal
and their families. The Count community
chipped in with fundraising, a silent auction
and a charitable golf day.
Count’s signature charitable work
is to sponsor the Wesley Mission
Financial Literacy program,
In Charge
of My Money.
CCF made donations to celebrate
International
Women’s Day,
Australia’s Biggest Morning Tea for
the Cancer Council, Are you OK Day
and The Push Up Challenge.
The Count network participated
in STEPtember raising funds for the
Cerebral Palsy
Alliance.
Scott Elsworth, former Paralympian,
attended the launch event playing
bocce against Count executives.
15
COUNT ANNUAL REPORT 2024
Financial
Summary
Statutory performance
2024
$’000
2023
$’000
Change
%
Revenue from contracts with customers
111,799
91,481
22%
Earnings before interest, tax and amortisation (EBITA)
10,189
12,228
(17%)
Net Profit after tax (NPAT)
3,399
7,489
(55%)
NPAT attributable
1,104
5,100
(78%)
NPAT before amortisation (NPATA) attributable
3,344
6,434
(48%)
Diluted earnings per share (EPS) (cents)
0.84
4.57
(82%)
Underlying performance
2024
$’000
2023
$’000
Change
%
Underlying EBITA1
16,633
10,355
61%
Underlying NPAT2
8,049
5,809
39%
Underlying NPAT attributable3
5,754
3,420
68%
Underlying NPATA attributable4
7,994
4,754
68%
Underlying diluted EPS (cents)5
4.39
3.07
43%
Key business metrics
2024
$billion
2023
$billion
Change
%
Funds under advice
34.2
16.8
104%
Funds under management
3.2
N/A
N/A
1 Underlying EBITA – The cumulative impact from the removal of revenue generated from businesses divested during the
period, expenses from businesses divested during the period, material integration and transaction costs and removal
of other one-off items.
2 Underlying NPAT – Tax effected impact of the above adjustments, based on the respective tax treatment.
3 Underlying NPAT attributable – Underlying NPAT attributable to the owners of Count Limited.
4 Underlying NPATA attributable – Underlying NPAT attributable to the owners of Count Limited before tax-effected amortisation.
5 Underlying diluted EPS – Underlying NPAT per weighted average number of shares used in calculating the diluted EPS.
16
COUNT ANNUAL REPORT 2024
17
COUNT ANNUAL REPORT 2024
Count
Board
Ray Kellerman
Independent Non-Executive Chair
Ray has over 35 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 Chair of ClearView Wealth, an ASX
listed life insurance and financial services company, and Independent Chair 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 adviser
specialising in alternative private market investments. Ray 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), Serene Capital 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 Count in January 2017 and Chair in April 2017.
Alison Ledger
Independent Non-Executive Director
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
Executive experience has been in digital transformation, strategy, pricing, product innovation
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 Count’s 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).
Alison holds a Bachelor of Arts (Hons) in Economics from Boston College and an MBA from
Harvard. She is also a graduate of the Australian Institute of Company Directors.
Kate Hill
Independent Non-Executive Director
Kate is an experienced director of small to mid-cap companies listed on ASX and other global
exchanges, with particular focus on governance and risk. She is also an experienced Chair of the
Board and Audit and Risk Committees. She currently serves as Chair of Seeing Machines Limited
(LSE:SEE) and Chair of the Audit and Risk Committee for MedAdvisor Solutions Limited (ASX:MDR)
and hiPages Group Holdings Limited (ASX:HPG), and is a board member of Artrya Limited
(ASX:AYA). She was formally Chair of the Audit and Risk Committee for Elmo Software Limited
(ASX:ELO) and Company Secretary of Kazia Therapeutics Limited (NASDAQ:KZIA).
Prior to her board career, Kate gained 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 at Deloitte and served for a period on the Board of Partners of the Australian firm.
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.
Kate is Chair of the Count Audit and Risk Committee and a member of the Acquisitions
Committee.
18
COUNT ANNUAL REPORT 2024
Hugh Humphrey
Chief Executive Officer and Managing Director
Hugh is the Chief Executive Officer and Managing Director of Count Limited and was appointed
to these roles effective 1 July 2022.
Hugh is an experienced financial services executive. He started his career at accounting firm
PricewaterhouseCoopers, has been the CEO of Hillross Financial Services and was the Executive
General Manager for Wealth Advice at the Commonwealth Bank of Australia (CBA).
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, digital and customer experience.
Hugh has previously been a Director of Hillross Pty Ltd, Vodafone Fiji and a Non-Executive
Director of the Future2 Foundation and The Infants’ Home.
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.
Tim Martin
Independent Non-Executive Director
Tim began his career with global strategy consulting firm Bain & Company, spending over
a decade working with clients in the UK and Australia.
His experience with Bain spanned multiple sectors including healthcare, telecommunications,
utilities and financial services for both large public companies and private equity owned
businesses.
Tim has spent the last twenty years in direct investing including over a decade as a Partner
at Crescent Capital Partners, one of Australasia’s leading private equity investment firms.
During his career Tim has served as a Chair and Non-Executive Director of multiple private
equity portfolio companies. He also served two terms as a Director of the Australian Investment
Council, the industry body representing private capital in Australia.
Tim holds a first-class honours degree from Oxford University and an MBA from Harvard
Business School.
Carolyn Colley
Independent Non-Executive Director
Carolyn has more than 30 years of 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 Bank’s Wealth Management business and was the Head of Strategy
for Macquarie Adviser 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 Chair of Count Limited’s Technology and Innovation Committee and a member
of the Audit and Risk Committee.
Carolyn is an Independent Non-Executive Director of the subsidiary Clearing and Settlement
boards of the Australian Securities Exchange (ASX:ASX) and a member of the ASX Technology
Committee.
Carolyn is also an Independent Non-Executive Director, Chair of the Information Technology
Committee and member of the Remuneration and Nominations Committee and ESG Committee
of ASX listed salary packaging and leasing business Smartgroup (ASX: SIQ). She is an Independent
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 Chair
and Treasurer of Liverpool Neighbourhood Connections, a community based not-for-profit
organisation.
19
COUNT ANNUAL REPORT 2024
The Directors present their report, together with the financial statements, on the consolidated entity (referred to
hereafter as the ‘Group’) consisting of Count Limited (referred to hereafter as the ‘Company’, or ‘Count’) and the
entities it controlled at the end of, or during, the year ended 30 June 2024.
Board of Directors and Company Secretaries
The following persons were Directors and Company Secretaries of Count Limited during the whole of the financial
year and up to the date of this report, unless otherwise stated:
Ray Kellerman
Chair
Alison Ledger
Independent Non-Executive Director
Kate Hill
Independent Non-Executive Director
Carolyn Colley
Independent Non-Executive Director
Tim Martin
Independent Non-Executive Director
Hugh Humphrey
Managing Director and Chief Executive Officer
Laurent Toussaint
Company Secretary
Resigned 29 September 2023
Doug Richardson
Company Secretary
Meetings of Directors
Board of Directors
Audit and Risk
Committee
Acquisitions
Committee
Remuneration
and Nominations
Committee
Technology
and Innovation
Committee
Name
Position
Meetings
Attended
Position
Meetings
Attended
Position
Meetings
Attended
Position
Meetings
Attended
Position
Meetings
Attended
Ray Kellerman
Chair
10/11
Member
4/4
Alison Ledger
Non-Executive Director
11/11
Member
4/4
Chair
4/4
Kate Hill
Non-Executive Director
11/11
Chair
4/4
Member
4/4
Carolyn Colley
Non-Executive Director
10/11
Member
4/4
Chair
3/3
Tim Martin
Non-Executive Director
11/11
Chair
4/4
Member
4/4
Member
3/3
Hugh Humphrey
Managing Director and CEO
11/11
Member
4/4
Member
3/3
Directors’
Report
20
COUNT ANNUAL REPORT 2024
Principal activities
During the financial year the principal continuing
activities of the Group consisted of:
Equity
the provision of accounting, audit and
Partnerships
assurance, taxation, financial planning
services and business and corporate
advisory services;
Wealth
financial services provided by Australian
Financial Services licence (AFSL) holders;
and
Services
other services that support the
accounting and wealth activities,
including actuarial certificates, education
services, outsourcing and the provision
of Information Technology services.
Review of operations
The profit for the Group after providing for income tax
and non-controlling interest amounted to a profit of
$1,104,000 (30 June 2023: $5,100,000).
The management team has been focused on working
with our Equity Partnerships to improve the key financial,
cultural and strategic drivers and grow organically,
through working with our Equity Partnerships, and
inorganically by acquisitive activity, which is reflected
in the financial results for the year ended 30 June 2024.
The management team have also been focused on
delivering a successful integration of the Diverger
Limited (Diverger) acquisition by aligning cultural and
operational processes to create efficiency in the new
combined Group. The Group has been able to exceed
its initial cost synergies.
Significant changes in the state
of affairs
On 1 July 2023, the Company acquired a 40%
shareholding in Bruce Edmunds & Associates Holdings
Pty Ltd, a Victorian accounting firm for a total purchase
consideration of $2.7 million.
On 15 August 2023, the Company’s member firm,
Adelaide based Crosby Dalwood Pty Ltd and Warnecke
& Co completed a merger to operate under a new entity
under the Count brand. The Group’s ownership over
the newly formed merged entity is 45%, resulting in the
Group accounting for Count Adelaide as an investment
in associate.
On 22 September 2023, Count Limited entered into a
binding Scheme Implementation Deed with Diverger,
whereby Count acquired 100% of Diverger on 1 March
2024 for a total purchase consideration of $46 million,
consisting of $11.9 million cash (net of the $3.9 million
permitted dividend declared and paid by Diverger
pre-completion) and $34.7 million of scrip. The
transaction was accounted for under AASB 3 Business
Combinations, $24.7 million of acquired client relationship
(ACR) intangible assets were recognised along with $40.4
million of goodwill at completion. This acquisition resets
the structure of wealth management advice in Australia,
creating a leading diversified financial services company.
On 6 February 2024, Bruce Edmunds & Associates
Holdings Pty Ltd, an associate equity partner firm,
acquired the accounting client book of May Klye &
Associates. Total consideration for the transaction
was $1.4 million.
On 5 April 2024, Count Limited acquired 51% of Solutions
Centric, an Australian company that provides offshore
accounting, tax and SMSF services out of India. Total
consideration for the transaction is based on an
enterprise valuation of $4.1 million. Count paid an upfront
consideration of $1.6 million and the remainder over 12
and 24 months respectively, subject to Solutions Centric
achieving certain EBITA targets in each 12-month period.
On 5 April 2024, the Company’s member firm Count GC
Pty Ltd, acquired Jonathan Grant Accountants, a Burleigh
Heads based accounting firm. Total consideration for
the transaction was $1.5 million.
21
COUNT ANNUAL REPORT 2024
Dividends
Count’s dividend policy is set at a range of between 60% to 90% of maintainable profit after income tax expense
and minority interest, subject to market conditions and company performance.
Count is committed to the following principles in determining the dividend policy;
• Payment of dividends out of operating cashflows; and
• Consideration of debt reduction, working capital and investments.
The Board is pleased to declare a final dividend of 2.25 cents per share fully franked for the financial year ended
30 June 2024 (30 June 2023: 2.25 cents per share). The half-year 2024 dividend paid and final 2024 dividend
declared were 76% of maintainable net profit after tax and minority interest for the equivalent half year period.
Dividends paid during the financial year were as follows:
Financial year ended
Franking
Status
Cents per share
Payment date
2023
Fully franked
Paid
2.25 (per fully paid share)
11 October 2023
2024
Fully franked
Paid
1.5 (per fully paid share)
14 March 2024
Events after reporting date
On 1 July 2024, Count Limited acquired the remaining
shareholding of Accurium Holdings Pty Limited for
$2,651,000. Accurium Holdings Pty Limited is a wholly-
owned subsidiary from 1 July 2024.
On 1 August 2024, Count Limited’s member firm Kidmans
Partners acquired the accounting and financial planning
business of Zanacorp. The total consideration for this
acquisition was $2,100,000.
On 29 August 2024, the Directors resolved to declare
a final dividend of 2.25 cents (fully franked) to be paid
on Wednesday 09 October 2024 (record date Friday
20 September 2024).
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.
22
COUNT ANNUAL REPORT 2024
Material business risks
The material risks for the Group are classified into the
categories below. Group risks are regularly assessed
by the Board and the Audit and Risk Committee.
Operational risk
External events including ongoing global economic
uncertainty, the potential for an economic recession
or downturn of uncertain severity and duration, may
impact the financial performance, profitability and
financial position of the Group.
A significant operational risk for our Equity Partners
relates to inappropriate or inadequate client advice.
To mitigate this risk, all Equity Partners have professional
indemnity insurance in place either directly or as part
of the Group policy.
Our Equity Partners have regular Board and
management meetings where performance and
forecasts are analysed. Any operational issues are
also addressed at those meetings.
A specialised compliance team oversees the
management of advice risk by maintaining a supervision
and monitoring framework. All representatives are
subject to routine audits and must uphold standards
of professionalism, education, compliance and training.
While the Group has policies and procedures designed
to mitigate the risk of fraud, fraudulent behaviour
remains a significant risk. A sustained failure of Count’s
technology systems or cyber security protocols could
expose the Group to risk.
Not every risk can be insured against. The Group’s
insurance may not respond to certain risks. E.g. fee
refunds. To address this concern, the Group’s insurance
program is subject to risk evaluation to ensure it is fit
for purpose and adequately addresses insurable risks.
The Group continues to enhance the maturity of the
Enterprise Risk Management Framework (ERMF) investing
in additional resourcing and systems capability. The
ERMF and risk management policies support the Group’s
management and the Board in identifying, assessing,
responding to, and monitoring potential risks.
Compliance risk
The legislative and regulatory regime surrounding the
Group is complex and subject to ongoing regulatory
change.
Failure to manage compliance with an extensive set
of obligations, exposes the Group to potential regulatory
scrutiny, and possible penalties leading to reputational
damage and impacts on the financial performance
of the Group.
Substantive changes to legislation or laws that impact
the provision of accounting, tax or financial planning
services are monitored for impacts on the Group.
Operating in a highly regulated and complex legislative
environment, the Group may be involved in legal,
regulatory or other proceedings and disputes arising
from its business operations.
The operation of the Group’s ERMF and compliance
framework and policies assist in the management of
compliance risks, as well as the timely management
of incidents, breaches and complaints.
A centrally managed register supports the management
of obligations, assisting the Group to identify, record,
manage, monitor, and address obligations consistently
across the business.
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Technology, cyber and data risk
The Group is reliant on an information technology
infrastructure. Any interruption to that infrastructure,
or the information held in it, either as a result of
systems failure, cyber-attacks or security breaches
could detrimentally impact the ability of the business
to continue operations.
The Group uses third-party service providers to
supply and manage its information technology
infrastructure. Service agreements govern those
third-party relationships and address liability for
business interruption, data loss reputational damage,
regulatory action and claims for loss which may
negatively impact revenue and profitability.
Failures or breaches of data protection and systems
security can cause reputational damage, regulatory
interventions and financial loss. The legal and regulatory
landscape around data protection and privacy is
complex, demanding and evolving.
A dedicated technology team maintains and monitors
the Group’s technology systems, cyber and data risk
management settings.
Key policies and procedures are in place such as the
Privacy Policy that describe, as a Group, how we collect,
use, disclose, and manage personal data. The Group
expects these risks will increase and remains proactive
in its approach to continuing to mature its suite of risk
policies, procedures and tools.
Financial, liquidity and capital structure
funding risk
The Group’s activities expose it to a variety of financial
risks: market risk (including interest rate risk), credit risk,
liquidity risk and capital risk.
The ability of the Group to service its debt is dependent
on its financial position, ongoing financial performance
and cash flows which may be adversely impacted by
economic, financial, regulatory and other factors beyond
the control of the Group. The Group’s debt facility is also
subject to the adherence to certain covenants.
The ability to secure financing, or financing on
acceptable terms, may be adversely affected by several
economic factors, including volatility in financial markets
or a downgrade in the credit rating of the Group.
The Group’s capital requirements can fluctuate based
on several factors, such as earnings, asset growth,
regulatory adjustments, and strategic choices (like
acquisitions, divestments, or changes in capital-intensive
operations).
A dedicated finance team manages and evaluates
the financial risks within the Group including monitoring
the capital structure, financial position, liquidity and
any funding risks. Monthly reporting is provided to
management.
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Strategic risk
The Group has continued to deliver on its growth
strategy with several acquisitions throughout the
period including Diverger. There is a risk that the
continued growth is unable to be achieved, due
to the resources and effort expended on integration
activities. Business momentum may be lost as
organisational change is implemented. There is the
risk of not realising the synergies of a larger integrated
equity partnership, wealth and services business.
The Group undertakes an annual planning process
to set the strategic and business objectives, with
the Board and Senior Management assessing those
strategic objectives on a regular basis. Acquisitions
are only considered if they meet multi-dimensional
assessment criteria including financial, cultural and
risk. The Count Acquisitions Committee assesses,
and reviews certain investments and transactions
proposed by management.
The financial services industry in Australia is highly
competitive and with ongoing consolidation activity
across the industry, competition for financial advisers
and accountants, remains strong. Commoditisation
of financial services and products is also increasing.
The retention of staff and representatives is critical
for Count’s financial performance. The Group may
be vulnerable to losing representatives to other
Australian Financial Services Licensees if it cannot
maintain competitive pricing of licensee fees and
provide reliable compliance, education, training,
business development and technology.
The Board and management actively manage the
Group’s competitive landscape.
Mergers and acquisitions risk
The Group acquires businesses and invests in
substantial accounting, financial services and other
enterprises. Whilst the Group carries out detailed due
diligence in respect of any investment or acquisition,
there is a risk that information obtained in due diligence
is not accurate or complete which may result in the
financial return being unfavourable.
To help to mitigate these risks a dedicated Mergers and
Acquisitions team analyses any potential investment
and undertakes rigorous legal and financial due
diligence. Integration support is provided, as required,
by dedicated integration and legal resources within
mandated delegations. Oversight is maintained by the
Count Acquisitions Committee, which is responsible for
reviewing, and approving material investments and / or
recommending acquisition and divestiture transactions
to the Board.
Brand and reputation risk
There is a risk of failing to monitor, effectively
communicate and act to protect and enhance the
Group’s brand and reputation. As the Group operates
as a network of integrated accounting, wealth and
services businesses, any actions or conduct of Count
or any of the subsidiaries could impact the Group’s
brand or reputation.
To assist to mitigate this risk, a dedicated Brand and
Experiences team has been established to develop
and execute the overall brand strategy and marketing
initiatives of the Group.
The Count Code of Conduct outlines our values and
the expected standards of behaviour within the Group.
There are various policies that support and encourage
appropriate conduct and behaviour across the Group
including the Group Whistleblowing Policy, Conflicts
Management Policy and the Anti-Fraud and Anti-Bribery
and Corruption Policy.
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Environmental, social and
governance risk
ESG risks can have a material impact on the Group’s
ability to deliver long-term outcomes for its clients,
investors and the community. The Group considers a
broad range of ESG risks and opportunities, including
climate change, human capital management, diversity
and inclusion and corporate transparency, among
others.
The Group has implemented corporate governance
policies and practices that comply with ASX Corporate
Governance Principles as well as policies to manage
ESG risks including; Diversity Policy, Respectful
Workplace Behaviours Policy, Conflicts of Interest Policy,
Whistleblowing Policy and our Code of Conduct.
Count has adopted the ASX Recommendations and
set specific targets for female participation across the
various levels of the organisation.
The Count Charitable Foundation (CCF) was established
in 2004 to support members and employees of the
Group, in their philanthropic endeavours and help them
make a significant difference in their communities.
People, culture and conduct risk
In an environment where highly talented employees
are sought after, there is an ongoing risk that key
personnel may be lost to competitors and may be
difficult to replace.
The Group manages our People, Culture and Conduct
risks through a dedicated People and Culture team that
is responsible for implementing and maintaining our
People and Culture framework.
Principals and shareholders of Equity Partner Firms are
subject to restraint clauses as part of their employment
contracts and shareholder agreements. In addition, all
equity partner firms actively consider succession risk
in their business planning activities.
The Count Code of Conduct outlines our values and
the expected standards of behaviour within the Group.
Other key policies include; Respectful Workplace
Behaviours Policy, Leave Policy, Count Flexible Work
Arrangements Policy, Work Health and Safety Policy
and Grievance Policy.
Twice a year engagement surveys known as ‘Your Voice’
are conducted and any results are analysed, with focus
areas identified and actions put in place. Results are
also shared and discussed with ‘Culture Champions’
(representative for each of the member firms) where
they can identify any actions and lift engagement
within their own businesses.
A dedicated Emerging Adviser Program has been
developed to assist in mitigating the industry skill
gap for advisers.
The Group offers an Employee Assistance Program
(EAP) to all employees, including member firms. The EAP
offering provides free and confidential assessments,
short-term counselling, referrals, and follow-up services
to employees who have personal and / or work-related
problems.
The Group has a Health and Safety Committee, with the
primary purpose of providing oversight and governance
of Health and Safety risks facing the Group.
Investment management risk
There is a risk that the value of funds under advice
and management may be impacted by volatility in
equity and fixed income markets, global currencies,
interest rates and broader economic conditions. In
addition, the value and satisfaction of clients could be
impacted by the performance of their investments. The
risk that clients’ investment portfolios do not meet their
investment objectives or achieve consistent long-term
performance can challenge client retention which may
in turn adversely affect the Group. This includes any
major disruption in the investment markets significantly
impacting revenue and investor confidence.
The Group has an established investment management
framework with a dedicated Research and Investment
team. The Count Investment Committee is responsible
for the approval, monitoring and review of investments,
services, maintenance of the AFSL’s Asset Allocation,
Model Portfolios, platforms and products on the
Approved Product List.
CAREphilosophy is a well-established investment
strategy and is offered via our CARE managed portfolios.
The CARE Investment Team consists of skilled investment
experts who provides governance and oversight over
the CARE investment portfolio.
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COUNT ANNUAL REPORT 2024
Remuneration
Report (audited)
This Remuneration Report for the year ended 30 June 2024 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 Count’s remuneration governance and practices.
Letter from the Chair of the Remuneration and Nominations Committee
Dear Shareholders,
On behalf of the Board, I am pleased to present the Remuneration Report for Count Limited and its consolidated
entities for the year ended 30 June 2024 (FY2024). The Remuneration Report provides information regarding the
reward framework for Key Management Personnel (KMP) including Non-Executive and Executive Directors of Count
for FY2024 with a focus on aligning the interests of all stakeholders.
Strong underlying financial results
Pleasingly, the Company delivered strong underlying financial performance in FY2024. Underlying NPAT increased
by 39% whilst statutory NPAT down to $3.4 million driven by one off costs from the Diverger transaction and divested
business. In a year of highlights, a standout was the successful completion in March 2024 of the Diverger Ltd
acquisition via a scheme of arrangement. Management should be acknowledged for completing the transaction
and subsequently outperforming the cost synergies, further boosting the financial results in the period.
Board and Executive Leadership Team
We acknowledge the vital role of our people in achieving business success, and can assure you our leadership
team is dedicated to promoting an engaged and high-performing workforce. Aligning our employees’ behaviours
with the Company’s purpose is key to our success.
During the year we continued to add capability, breadth and depth to our Executive Leadership Team (ELT) with
the appointment of Keith Leung as our new Chief Financial Officer (CFO) and as a KMP and the creation of both
a Brand and Experiences team and a consolidated Services business.
Importantly our Board of Directors sustained, and our ELT achieved a 50:50 gender representation. There were
no changes to the Board of Directors in the period, reflecting the stability of the governance of the business.
Incentivising performance in FY2024
Reflecting the growth of Count Limited and the changes to the scale of the business, the roles and responsibilities
for our ELT and Non-Executive Directors have equally expanded. As we prioritise growth, maintaining competitiveness
in attracting and retaining talent has become increasingly critical. The Board believes in continuing to reward and
recognise the delivery of results, and strong individual contribution.
The Company uses a balanced scorecard to determine qualification for any Short-Term Incentives (STIs).
The measures include delivery against metricated financial, strategy, customer and people outcomes.
Reflecting better-than-expected scorecard outcomes, the Remuneration and Nominations committee was
pleased to confirm the payment of an STI for the FY2024 performance year.
In recognition of the transformational nature of the Diverger transaction and the material benefits to shareholders,
a special STI was established for select senior executives, deferred over a two year period and designed to
incentivise the successful delivery of the key Diverger integration milestones.
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COUNT ANNUAL REPORT 2024
Looking to the future
Given the significant nature of the changes the Company delivered in FY2024, an independent external remuneration
consultant was engaged to undertake a comprehensive review of the remuneration arrangements for the Board
and ELT, and present findings and recommendations to the Remuneration and Nominations Committee.
The recommendations included making some changes to fixed remuneration, STI and LTI schemes for the KMP
and ELT to meet competitive market benchmarks. The review also proposed to standardise the timing of any STIs,
including the CEOs, to a single annual payment effective FY2024. The review recommended changes to the Board
fees for Non-Executive Directors effective FY2025 noting that outside of mandatory superannuation, Board fees
have not been adjusted since FY2021.
The Company remains committed to pursuing growth opportunities, with a strong emphasis on delivering and
maximising shareholder value and the Board remains committed to linking pay with performance once the
growth objectives have been delivered.
We continue to enhance our performance frameworks through ongoing development of KPIs in our annual
scorecard. The annual review of the balanced scorecard is designed to further strengthen variable remuneration
linkage in line with individual and collective performance for the Group.
Thank you for your ongoing support and for continuing to be a valued shareholder of Count.
Alison Ledger
Chair, Remuneration and Nominations Committee
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1
People covered by this report
This report covers KMP which are defined as those who have the authority and responsibility for planning, directing
and controlling the activities of Count.
Committee Membership
Name
Role
Appointed
Audit & Risk
Remuneration
& Nominations
Acquisitions
Technology
& Innovation
Non-Executive KMP
Ray Kellerman
Non-Executive Chair
27/04/2017
Alison Ledger
Independent Non-Executive Director
1/10/2016
Chair
Kate Hill
Independent Non-Executive Director
26/06/2017
Chair
Carolyn Colley
Independent Non-Executive Director
6/10/2020
Chair
Tim Martin
Independent Non-Executive Director
8/06/2023
Chair
Former Non-Executive Director (NED)
Andrew McGill
Independent Non-Executive Director
4/12/2017 to 1/03/2023
Chair
Executive KMP
Hugh Humphrey
Chief Executive Officer
1/07/2022
Keith Leung
Chief Financial Officer
02/10/2023
Former Executive KMPs
Laurent Toussaint
Former Chief Financial Officer
22/01/2018
Former Chief Financial and Operating Officer
1/07/2022 to 29/09/23
Narelle Wooden
Former General Counsel and Company
Secretary
19/11/2018 to 17/10/22
Andrew Kennedy
Chief Advice Officer, Count AFSL, ceased
being a KMP
13/01/2020 to 20/02/23
= Member of Committee
The following changes to KMP occurred during FY2024:
a) Keith Leung was appointed as Chief Financial Officer on 2 October 2023.
b) Laurent Toussaint, Chief Financial and Operating Officer departed the business on 29 September 2023.
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2
Remuneration Overview
2.1
Executive Remuneration Structure At-A-Glance
During FY2024, the remuneration structures in place were unchanged from the prior year, and the same structure
is expected to apply in FY2025. The following diagrams outline Count’s approach to executive remuneration and
the remuneration cycle under the framework applicable to FY2024:
Fixed Pay
Variable Remuneration
Short-Term Incentive
Long-Term Incentive
Purpose
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.
Delivery
Base Salary, Superannuation,
and Non-Monetary Benefits.
Cash.
Performance Rights over a Measurement
Period of 3 years.
Malus and
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 fixed pay up to the date of termination. On termination without notice by the
Group in event of serious misconduct: all unvested 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 FY2024 Executive Remuneration Opportunities At-A-Glance
The following charts outline the maximum remuneration opportunity under Count’s executive remuneration
structures:
CFO
CEO
Base Pay
Cash STI
LTI
61%
45%
27%
22%
12%
33%
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COUNT ANNUAL REPORT 2024
3
Count’s Remuneration Strategy, Guiding Principles and Framework
3.1
Remuneration Philosophy, Guiding Principles and Governance
Remuneration Philosophy
The guiding principles that underpin our remuneration
philosophy across Count include:
• 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.
• 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.
• Clear remuneration governance
Our remuneration framework and processes are
governed by clear guidelines and accountabilities
balanced with the ability for the Board to apply
judgement over potential unintended or inequitable
outcomes. All remuneration for the CEO and KMP
requires final approval by the Count Limited Board
with support of the Remuneration and Nominations
Committee.
• Fair, equitable and motivational
Our remuneration arrangements are designed to
attract and retain high-calibre individuals who live
our behaviours 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 in which we operate.
• 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 Count Limited.
• Recognises the importance of our non-financial
strategic drivers
Such as, Strategic programs, People, Partners,
Clients and Community.
Guidelines and Governance
Count’s Remuneration Philosophy, Guiding Principles
and Governance has been approved by the Board
which outlines overall responsibility for all remuneration
decisions. The guidelines are 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.
Count has an established Remuneration and
Nominations 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 Nominations
Committee adheres to Count’s Policy, which is in place to
outline employee obligations and Count’s obligations to;
• set out clear reporting and controls;
• define various terms to ensure a common
understanding; and
• clarify what happens if this policy or associated
procedures are breached.
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:
• fixed pay which includes salary, superannuation
and non-monetary benefits;
• short-term performance incentives; and
• long-term performance incentives.
The combination of these make up the Executive’s total
remuneration. Fixed pay, consisting of base salary,
superannuation 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 paid 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.
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3.3 FY2024 Short-Term Incentive Plan
A description of the STI structure applicable for FY2024 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
Total Fixed Remuneration
CEO
CFO
Target
50%
30%
Overachievement
75%
45%
Outcome Metrics and
Weightings
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 Total Fixed Remuneration 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 may include; Earnings Before Taxes and Amortisation (EBITA) targets and
growth targets covering organic and inorganic growth metrics. Non-financial KPIs may change year
to year but typically covers areas such as Strategy, Customer and People performance targets which
may involve metric targets for employee engagement and implementation of 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 FY2024”
for additional information regarding performance outcomes relative to objectives.
Board has the discretion to adjust for material one-off impacts to the outcome metrics to ensure the
intent and integrity of the plan is preserved.
Gate and Gate Modifier
The STI pool activates when the threshold for EBITA is achieved, and the size of the pool is dependent
on the size of the EBITA achieved.
Outcomes are subject to Board consideration of conduct and risk matters. Understanding and managing
risks are critical to achieving Count’s financial and strategic outcomes. The Board may adjust STI
outcomes down where inadequate risk management behaviours are indicated.
Award, Settlement
and Deferral
Awards finalised following the auditing of financial statements. These are delivered in cash.
Malus and 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.
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COUNT ANNUAL REPORT 2024
3.4 FY2024 Long-Term Incentive Plan
A description of the LTI structure applicable for FY2024 is set out below:
Purpose
To align Executive Key Management Personnel’s remuneration with shareholder value and Count’s
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 (Rights) with a nil exercise price, which are subject to
performance and service vesting conditions.
Measurement Period
1 July 2023 to 30 June 2026 (3 Years).
Opportunity
Opportunity as % of Fixed Pay
CEO
CFO
Target*
75%
20%
* Target opportunity is the maximum opportunity that executives may be awarded.
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 the 30-day period is defined as the 30 trading days (inclusive) leading up to the Annual
General Meeting.
Performance Metric
and Vesting Scale
These metrics have been selected because the Board believes they:
• align with Count’s strategy and interests of shareholders;
• best reflect the key financial performance metrics of Count; and
• strike an appropriate balance between growth and long-term profitability.
Tranche 1 – Diluted EPS growth (50%) Target and Vesting Schedule:
Diluted EPS
Growth
% of Performance
Rights Vesting*
Target
12.5%
100%
Threshold
10%
50%
* Straight-line vesting between threshold and target.
Tranche 2 – Average ROE (50%) Target and Vesting Schedule:
Average ROE
% of Performance
Rights Vesting*
Target
15%
100%
Threshold
7%
50%
* Straight-line vesting between threshold and target.
Board has the discretion to adjust for material one-off impacts to the performance metrics
to ensure the intent and integrity of the hurdles are preserved.
Retesting
No retesting.
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COUNT ANNUAL REPORT 2024
Share Insurance
Award participants who satisfy vesting conditions are issued shares in November 2026, based on the
proportionate vesting of performance rights.
Change of Control
If a change of control occurs, the Board will determine, in its sole and absolute discretion, the manner
in which all unvested and vested Awards will be dealt with.
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.
Malus and 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 fixed 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 FY2024 Non-Executive Director (NED) Remuneration
The following outlines the principles that Count 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 Remuneration and Nominations
Committee (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 Chair’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 Chair is
not present at any discussions relating to the determination of their 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 FY2024:
Role
Main Board*
Committees
Chair
$152,055
$10,046
Non-Executive Director
$81,189
n/a
Fees are inclusive of superannuation.
* Base board fees and committee fees have not increased since FY2021 but there has been an increase
in superannuation in-line with statutory requirements.
Aggregate Board Fees
The total amount of fees paid to Non-Executive Directors in the year ended 30 June 2024 is within the
aggregate amount of $700,000 which was approved at the Annual General Meeting on 19/11/2019.
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4
The Link Between Performance and Reward in FY2024
The Board views the outcomes of remuneration for FY2024 performance as appropriately aligned to stakeholder
interests, given the strong group and individual performance against annual objectives, the shareholder value
created through share price growth to the end of FY2024, and progress towards strategic objectives made by the
executive team.
4.1
Financial Summary
In considering the Company’s financial performance and impacts to shareholders’ wealth, the following table sets
out Count’s financial performance over five years:
Count delivered materially stronger FY2024 underlying EBITA and NPAT growth of 60.7% and 38.6% respectively
compared to the prior year due to the partial year contribution from the Diverger acquisition and cost synergies
realised to date.
Financial Summary
FY20201
$’000
FY2021
$’000
FY2022
$’000
FY2023
$’000
FY2024
$’000
Revenue
82,607
80,521
85,293
91,481
111,799
Underlying EBITA
10,860
7,628
8,832
10,355
16,633
Underlying NPAT
17,4483
3,943
5,366
5,809
8,049
Diluted EPS
14.24
4.39
4.57
4.57
4.392
Underlying metrics include the exclusion of integration and acquisition costs, divested businesses and other one off
gains or impairment losses.
1
Statutory figures have been provided for all FY2020 metrics.
2
Underlying Diluted EPS has been used for FY2024 to reflect the exclusion of integration and acquisition costs and divested business.
3
FY2020 NPAT includes a gain on bargain purchase of $10,952,000 relating to the acquisition of Count Financial Limited.
4.2 Other FY2024 Remuneration Changes
In recognition of the transformational nature of the Diverger transaction and the material benefits to shareholders
through a successful integration program of Diverger, a special STI was established for select senior executives,
deferred over a two-year period and designed to incentivise the successful delivery of the key Diverger integration
milestones. The special STI amounts awarded to KMP are detailed in Table 5.1.
Following the comprehensive review of remuneration arrangements for the Board and the Executive Leadership
Team, Count has standardised the timing of any STIs, including the CEOs, to a single annual payment in September
each year, effective for FY2024. This aligns with market practice.
4.3 FY2024 STI Outcomes
The STI plan is designed to reward executives for achievement against annual performance objectives set by
the Board at the beginning of the performance period. The payment of an STI is dependent on the delivery of
performance against a range of outcome metrics.
Overall STI outcomes for FY2024 expressed as a percentage of maximum awarded and forfeited in the graph below:
Awarded %
Forfeited %
Hugh Humphrey
72%
28%
Keith Leung4
65%
35%
4
Keith Leung was appointed as Chief Financial Officer on 2 October 2024. The STI outcomes represent a pro-rata amount for the
performance year 2024.
36
COUNT ANNUAL REPORT 2024
4.4 FY2020 LTI Outcomes
Based on the financial outcomes of the FY2020 LTI Award, no award was vested for the FY2020 LTI Outcome.
Instrument
Performance Rights.
Measurement Period
FY2020 to FY2024 completion.
Performance Metrics
and Weightings
Tranche 1 Diluted EPS growth 50% weighting.
Tranche 2 Average ROE 50% weighting.
Service Conditions
A 1-year service test for each year of the measurement period ending on 19 November 2024.
Performance Outcome and
Vesting Determination
The Board has assessed that the performance vesting conditions have been partially met. Should the service vesting
conditions be met, 100% of Tranche 1 and none of Tranche 2 vesting will apply in respect of the completed FY2024
reporting period for participants that held unvested FY2019 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.
4.5 Use of Board Discretion
During the financial year and to the date of this report, the Board did not exercise any discretions.
5
Statutory Tables and Supporting Disclosures
5.1
Executive KMP Statutory Remuneration for FY2024
The following table outlines the statutory remuneration of Executive KMP ($, except where otherwise indicated):
Name
Role(s)
Year
Fixed Pay
Variable Remuneration
Total for the Year
Other Statutory Items
Salary
Super
Non-
Monetary
Benefits3
Total
Fixed
Pay
Cash
STI1
LTI2
One-Off
Payment4
Total Variable
Remuneration
Package (TVRP)
Variable
Remuneration
% TVRP
Termination
Benefits
Change
in
Accrued
Leave
Hugh
Humphrey
CEO &
Managing
Director
2024 550,000
27,500
– 577,500
329,175 208,047
69,688
1,184,410
51%
–
(3,064)
2023 550,000 27,500
– 577,500 259,875
72,187
–
909,562
37%
–
11,270
Keith
Leung5
Chief
Financial
Officer
2024
279,451
27,399
– 306,850
87,210
21,118
33,450
448,628
32%
–
7,350
Former Executive KMPs
Laurent
Toussaint6
Chief
Financial &
Operating
Officer
2024
99,895
7,168
–
107,063
–
–
–
107,063
0%
6,174
(21,170)
2023 409,708 25,366
– 435,074
– (50,785)
384,289
(13%)
–
(25,970)
Narelle
Wooden7
General
Counsel &
Company
Secretary
2023
193,990
12,037
– 206,027
– (65,620)
–
140,407
(47%)
166,046
(43,722)
Andrew
Kennedy8
Chief
Advice
Officer,
Count AFSL
2023 198,654
16,183
–
214,837
38,671
(424)
–
253,084
15%
–
3,237
1
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.
2
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.
3
Non-monetary benefits include items such as car parking, car allowances, FBT, insurance etc.
4
Note the one-off payment relates to an incentive split over 2 years for successful delivery and integration of the Diverger transaction.
5
Keith Leung was appointed as Chief Financial Officer on 2 October 2023. The remuneration shown is pro-rata for the performance
period.
6
Laurent Toussaint was a KMP from 28 January 2018 to 29 September 2023.
7
Narelle Wooden was a KMP from 1 July 2022 to 17 October 2022.
8
Andrew Kennedy was a KMP from 1 July 2022 to 20 February 2023.
37
COUNT ANNUAL REPORT 2024
5.2 Non-Executive Director KMP Statutory Remuneration for FY2024
The following table outlines the statutory and audited remuneration of NEDs ($, except where otherwise indicated):
Name
Role
Year
Board Fee
Committee Fees
Superannuation
Total
Ray Kellerman
Non-Executive Chair
2024
136,986
–
15,069
152,055
Non-Executive Chair
2023
136,986
–
14,384
151,370
Alison Ledger1
Independent Non-Executive Director
2024
73,143
9,050
9,041
91,234
Independent Non-Executive Director
2023
78,894
9,738
2,191
90,823
Kate Hill
Independent Non-Executive Director
2024
73,143
9,050
9,041
91,234
Independent Non-Executive Director
2023
73,143
9,050
8,630
90,823
Carolyn Colley
Independent Non-Executive Director
2024
73,143
9,050
9,041
91,234
Independent Non-Executive Director
2023
73,143
9,050
8,630
90,823
Tim Martin2
Independent Non-Executive Director
2024
73,143
9,050
9,041
91,234
Independent Non-Executive Director
2023
4,829
545
564
5,938
Former NED
Andrew McGill3
Independent Non-Executive Director
2023
48,981
6,025
5,776
60,782
1 A superannuation guarantee employer shortfall-exemption certificate was issued by the Australian Taxation Office exempting
superannuation payments to Alison Ledger for part of FY2023.
2 Tim Martin was appointed as an Independent Non-Executive Director on 8 June 2023.
3 Andrew McGill was an Independent Non-Executive Director from 1 July 2022 to 1 March 2023.
5.3 KMP Equity Interests and Changes During FY2024
Movements in equity interests held by Executive KMP during the reporting period, including their related parties, are
set out below:
Name
Instrument
Held at
Open
FY2024
Granted during
FY2024
Lapsed /
Forfeited
during
FY2024
Vested
during
FY2024
FY2024
Exercised
(or Shares
received from
Exercising)
FY2024
Purchased /
Other
FY2024 Sold
Held at Close
FY2024
Number
Date
Granted
Number
Number
Number
Number
Number
Number
Number
Hugh Humphrey
Shares
99,893
–
–
–
–
–
112,220
–
212,113
Unvested Rights
639,960
19/12/23
703,468
–
–
–
–
–
1,343,428
Keith Leung
Shares
–
–
–
–
–
–
9,500
–
9,500
Unvested Rights
–
19/12/23
117,057
–
–
–
–
–
117,057
Former Executive KMPs
Laurent
Toussaint
Shares
119,097
–
–
–
–
–
–
(119,097)*
–
Unvested Rights
322,472
–
–
(322,472)
–
–
–
–
–
Former Executive KMPs have not been included as there were no opening FY2024 balances on shares of unvested
rights.
* Disposal for KMP reporting purposes only.
38
COUNT ANNUAL REPORT 2024
Movements in equity interests held by Non-Executive KMP during the reporting period, including their related parties,
are set out below:
Name
Instrument
Number Held at Open
FY2024
FY2024 Purchased /
Other
FY2024 Sold
Number Held at Close
FY2024
Number
Number
Number
Number
Ray Kellerman
Shares
3,000,000
600,000
–
3,600,000
Alison Ledger
Shares
10,000
–
–
10,000
Kate Hill
Shares
200,000
–
–
200,000
Carolyn Colley
Shares
6,000
–
–
6,000
Tim Martin
Shares
–
70,000
–
70,000
TOTALS
3,216,000
670,000
–
3,886,000
The following outlines the accounting values and potential future costs of equity remuneration granted during FY2024
for Executive KMP and all outstanding performance rights ($, except where otherwise indicated):
Current Executive KMP’s
Equity Grants
Tranche
Grant Type
Grant Date
Total Value at
Grant
Value Expensed
in FY2024
Max Value to be
Expensed in
Future Years
Name
Hugh Humphrey
FY2024 LTI Performance Rights
LTI
19/12/2023
433,125
126,572
253,145
FY2023 LTI Performance Rights
LTI
21/12/2022
433,125
102,751
87,469
Keith Leung
FY2024 LTI Performance Rights
LTI
19/12/2023
72,072
21,062
42,123
5.4 KMP Service Agreements
5.4.1 Executive KMP Service Agreements
The following outlines current Executive KMP service agreements:
Name
Role(s)
Employing
Company
Duration of
Contract
Period of Notice
From Company
From KMP
Hugh Humphrey1
Chief Executive Officer
Count Limited
No Fixed Term
Six months
Six months
Keith Leung
Chief Financial Officer
Count Limited
No Fixed Term
Three months
Three months
1 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.
5.4.2 Non-Executive Directors Service Agreements
The appointment of Non-Executive Directors 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.
39
COUNT ANNUAL REPORT 2024
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 2024 (2023: Nil).
5.5.2 Other transactions with KMP
$10,512 of revenue was earned from KMPs relating
to accounting fees earned at arms length.
5.5.3 External Remuneration Consultants
During FY2024, an external independent consultant
was engaged to review the remuneration of the
Non-Executive Directors and Executive KMP roles. The
changes to remuneration will be effective from FY2025.
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.
Indemnity and insurance of auditor
The Group has not, during or since the end of the
financial year, indemnified or agreed to indemnify the
auditor of the company or any related entity against
a liability incurred by the auditor.
During the financial year, the Group has not paid a
premium in respect of a contract to insure the auditor
of the company or any related entity.
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.
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 Count’s website (www.count.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 Count 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 Count’s 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
Chair
30 August 2024
Sydney
40
COUNT ANNUAL REPORT 2024
Grant Thornton Audit Pty Ltd
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383 Kent Street
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556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
Legislation.
Auditor’s Independence Declaration
To the Directors of Count Limited
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit
of Count Limited for the year ended 30 June 2024, 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, 30 August 2024
Auditor’s
Independence
Declaration
41
COUNT ANNUAL REPORT 2024
Financial
Statements
42
COUNT ANNUAL REPORT 2024
Contents
45
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
46
Consolidated Statement of Financial Position
47
Consolidated Statement of Changes in Equity
48
Consolidated Statement of Cash Flows
49
Notes to the Consolidated Financial Statements
101
Consolidated Entity Disclosure Statement
104
Corporate Directory
105
Directors’ Declaration
106
Independent Auditor’s Report
43
COUNT ANNUAL REPORT 2024
44
COUNT ANNUAL REPORT 2024
Note
2024
$’000
2023
$’000
Revenue from contracts with customers
2.2
111,799
91,481
Direct costs
2.3
(51,305)
(42,891)
Contribution margin
60,494
48,590
Other income
2.1
1,600
1,639
Indirect salaries and employee benefits expense
(31,162)
(22,720)
Administrative expenses1
2.3
(13,051)
(10,917)
Other operating expenses1
2.3
(15,144)
(11,872)
Operating profit
2,737
4,720
Gain on bargain purchase
–
3,163
Impairment expense2
5.1/5.3
(508)
(1,424)
Share of net profits of associates accounted for using equity method
6.2
4,184
3,304
Net finance costs
(2,213)
(1,063)
Profit before income tax expense
4,200
8,700
Income tax expense
2.4
(801)
(1,211)
Profit after income tax expense for the year
3,399
7,489
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Other comprehensive (loss) / income for the year, net of tax
(72)
25
Total comprehensive income for the year
3,327
7,514
Profit for the year is attributable to:
Owners of Count Limited
1,104
5,100
Non-controlling interest
6.3
2,295
2,389
3,399
7,489
Total comprehensive income for the year is attributable to:
Owners of Count Limited
1,032
5,125
Non-controlling interest
6.3
2,295
2,389
3,327
7,514
Cents
Cents
Basic earnings per share
2.5
0.86
4.63
Diluted earnings per share
2.5
0.84
4.57
1
Integration and transaction costs of $4,972,000 were recognised in relation to the acquisition of Diverger Limited.
2
Impairment expense in the current period was recognised in right-of-use assets resulting from the divestment of the Bentleys business.
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the
accompanying notes.
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the Year Ended 30 June 2024
45
COUNT ANNUAL REPORT 2024
Consolidated Statement of Financial Position
As at 30 June 2024
Note
2024
$’000
2023
$’000
Assets
Current assets
Cash and cash equivalents
3.1
25,028
21,668
Trade and other receivables
3.2
44,591
30,617
Contract assets
3.3
53,844
42,574
Loans and advances
6.7
–
2
Indemnity asset
4.1
–
87,472
Total current assets
123,463
182,333
Non-current assets
Trade and other receivables
3.2
16
93
Contract assets
3.3
142,708
112,223
Investments in associates
6.2
32,622
25,951
Property, plant and equipment
5.2
3,270
3,484
Right-of-use assets
5.3
12,014
10,457
Intangible assets
5.1
121,014
54,577
Deferred tax assets
2.4
–
3,394
Total non-current assets
311,644
210,179
Total assets
435,107
392,512
Liabilities
Current liabilities
Trade and other payables
3.4
39,687
24,006
Contract liabilities
3.3
50,654
39,285
Interest bearing loans and borrowings
7.4
5,538
1,683
Lease liabilities
5.3
3,762
3,021
Current tax liabilities
2.4
2,056
1,388
Provisions
3.5
11,101
8,030
Remediation provision
4.2
-
87,481
Other liabilities
3.6
5,515
1,693
Total current liabilities
118,313
166,587
Non-current liabilities
Contract liabilities
3.3
139,638
110,285
Interest bearing loans and borrowings
7.4
42,540
15,654
Lease liabilities
5.3
9,928
8,493
Provisions
3.5
1,591
1,336
Other liabilities
3.6
596
693
Deferred tax liabilities
2.4
716
–
Total non-current liabilities
195,009
136,461
Total liabilities
313,322
303,048
Net assets
121,785
89,464
Equity
Contributed equity
7.1
156,209
121,536
Reserves
7.2
(43,579)
(48,411)
(Accumulated losses) / retained earnings
(3,632)
1,579
Equity attributable to the owners of Count Limited
108,998
74,704
Non-controlling interest
6.3
12,787
14,760
Total equity
121,785
89,464
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
46
COUNT ANNUAL REPORT 2024
Consolidated Statement of Changes in Equity
For the Year Ended 30 June 2024
Issued
Capital
$’000
Treasury
Shares*
$’000
Share-
Based
Payment
Reserve
$’000
Acquisition
Reserve
$’000
Foreign
Currency
Translation
Reserve
$’000
Retained
Earnings /
(Accumulated
Losses)
$’000
Total
$’000
Non-
Controlling
Interests
(NCI)
$’000
Total
Equity
$’000
Balance at 1 July 2023
124,859
(3,323)
128
(48,548)
9
1,579
74,704
14,760
89,464
Profit after income tax expense
for the year
–
–
–
–
–
1,104
1,104
2,295
3,399
Other comprehensive income
for the year, net of tax
–
–
–
–
(72)
–
(72)
–
(72)
Total comprehensive income
for the year
–
–
–
–
(72)
1,104
1,032
2,295
3,327
Transactions with owners
in their capacity as owners:
Shares issued through the
acquisition of subsidiaries
34,647
–
–
–
–
–
34,647
–
34,647
Transactions with
non-controlling interests (NCI)
–
–
–
4,448
(2,228)
2,220
(1,446)
774
Share-based payments for
long-term incentives (LTI)
–
–
482
–
–
–
482
–
482
Dividends paid
–
–
–
–
–
(4,087)
(4,087)
(2,822)
(6,909)
Transfer of treasury shares
–
26
(26)
–
–
–
–
–
–
Balance at 30 June 2024
159,506
(3,297)
584
(44,100)
(63)
(3,632)
108,998
12,787
121,785
Issued
Capital
$’000
Treasury
Shares*
$’000
Share-
Based
Payment
Reserve
$’000
Acquisition
Reserve
$’000
Foreign
Currency
Translation
Reserve
$’000
Retained
Earnings /
(Accumulated
Losses)
$’000
Total
$’000
Non-
Controlling
Interests
(NCI)
$’000
Total
Equity
$’000
Balance at 1 July 2022
126,566
(3,413)
668
(48,548)
(16)
96
75,353
13,111
88,464
Profit after income tax expense
for the year
–
–
–
–
–
5,100
5,100
2,389
7,489
Other comprehensive income
for the year, net of tax
–
–
–
–
25
–
25
–
25
Total comprehensive income
for the year
–
–
–
–
25
5,100
5,125
2,389
7,514
Transactions with owners
in their capacity as owners:
Share buy-back
(1,707)
–
–
–
–
–
(1,707)
–
(1,707)
Transactions with
non-controlling interests (NCI)
–
–
–
–
–
(216)
(216)
1,259
1,043
Share-based payments for
long-term incentives (LTI)
–
–
13
–
–
–
13
–
13
Dividends paid
–
–
–
–
–
(3,864)
(3,864)
(1,999)
(5,863)
Transfer of treasury shares
–
90
(50)
–
–
(40)
–
–
–
Reallocation of reversal of
share-based payment expense
–
–
(503)
–
–
503
–
–
–
Balance at 30 June 2023
124,859
(3,323)
128
(48,548)
9
1,579
74,704
14,760
89,464
* The Company has formed a trust to administer our Long-Term Incentive 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.
47
COUNT ANNUAL REPORT 2024
Consolidated Statement of Cash Flows
For the Year Ended 30 June 2024
Note
2024
$’000
2023
$’000
Cash flows from operating activities
Receipts from customers (inclusive of GST)
253,133
197,270
Payments to suppliers and employees (inclusive of GST)
(242,545)
(188,674)
Dividends / distributions received from associates
6.2
3,299
2,565
13,887
11,161
Interest received
640
357
Interest and other finance costs paid
(2,853)
(1,464)
Income taxes paid
(3,419)
(5,027)
Net cash from operating activities
3.1
8,255
5,027
Cash flows from investing activities
Purchase of shares under equity partnership model
(1,093)
(697)
Proceeds from reduction of shareholding in associate investments
–
145
Purchase of business assets
(2,821)
(2,008)
Purchase of equipment and other non-current assets
(872)
(994)
Proceeds from sales under the equity partnership model
1,183
2,201
(Payments for) / proceeds from acquisition of subsidiary, net of cash acquired
6.1
(10,959)
670
Payments for acquisition of associates
(2,004)
(2,436)
Proceeds from sale of business assets
458
1,255
Payments for disposal of subsidiary, net of cash disposed
(393)
(262)
Net payment for deferred consideration on acquisition of controlled entities and associates
(822)
(1,010)
Proceeds from deferred consideration on sale of controlled entities and associates
100
1,155
Net cash used in investing activities
(17,223)
(1,981)
Cash flows from financing activities
Net proceeds from borrowings
7.4
22,200
7,773
Repayment of lease liability (AASB 16)
(2,963)
(3,121)
Purchase of shares under the share buy-back programme
–
(1,707)
Dividends paid
(4,087)
(3,864)
Payment of dividends by controlled subsidiaries to non-controlling interests
6.3
(2,822)
(1,999)
Net cash from / (used in) financing activities
12,328
(2,918)
Net increase in cash and cash equivalents
3,360
128
Cash and cash equivalents at the beginning of the financial year
3.1
21,668
21,540
Cash and cash equivalents at the end of the financial year
3.1
25,028
21,668
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
48
COUNT ANNUAL REPORT 2024
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
1
Basis of Preparation
1.1 General information
Count 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 2024 (the financial report) comprises the parent and its controlled entities (the Group). Count 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 30 August 2024.
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 grouped CGU.
The following key assumptions are used in determining the value in use calculation for each grouped CGU:
• Revenue growth
3%;
• Direct employment expense ratio
0% to 49%;
• Discount rates
19.3% or 22.1% (pre tax); and
• Long-term growth rate (terminal rate)
2.5%.
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 Group values these intangible assets as part of the acquisition
of the business by estimating the future cashflows that would be generated from these relationships and networks. The useful
life of these assets are 10 years and they are amortised and expensed using the straight-line method.
Recovery of deferred tax assets
Deferred tax assets are recognised only if the Group considers it is probable that future taxable amounts will be available
to utilise those temporary differences and losses.
49
COUNT ANNUAL REPORT 2024
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
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 Chief Operating Decision Makers (CODM) in assessing performance and in
determining the allocation of resources. There is no aggregation of operating segments.
Equity Partnerships
which comprises the provision of accounting, audit and assurance, taxation, financial planning
services and business and corporate advisory services.
Wealth
which comprises financial services and investment products provided by Australian Financial
Services Licence (AFSL) holders.
Services
which comprises services that support the activities of accounting and financial planning firms
which include but not limited to firms within the Equity Partnerships segment and Wealth segment.
The CODM primarily uses the measures of Earnings before interest, tax and amortisation (EBITA) and contribution margin
(revenue less direct costs) to assess the performance of the operating segments.
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 regular basis.
50
COUNT ANNUAL REPORT 2024
At 30 June 2024
Equity
Partnerships
$’000
Wealth
$’000
Services
$’000
Corporate
$’000
Total
$’000
Gross revenue
69,246
29,804
14,465
–
113,515
Intercompany revenue
(1,568)
–
(148)
–
(1,716)
Revenue from external parties
67,678
29,804
14,317
–
111,799
Revenue excluded from segment results
(1,653)
–
–
–
(1,653)
Underlying segment revenue
66,025
29,804
14,317
–
110,146
Underlying segment contribution margin
30,049
19,848
10,436
–
60,333
Underlying other income
708
48
–
555
1,311
Underlying expenses
(21,238)
(14,666)
(6,320)
(6,971)
(49,195)
Share of net profit of associates earnings
4,184
–
–
–
4,184
Underlying EBITA
13,703
5,230
4,116
(6,416)
16,633
Integration and acquisition costs
–
–
–
(4,972)
(4,972)
Disposal of divested operations
(247)
–
–
–
(247)
Impact of divested operations
(1,225)
–
–
–
(1,225)
Statutory EBITA
12,231
5,230
4,116
(11,388)
10,189
Amortisation
(1,054)
(1,825)
(878)
(19)
(3,776)
Net finance (costs) / income
(1,027)
534
(1)
(1,719)
(2,213)
Profit before Tax
10,150
3,939
3,237
(13,126)
4,200
Tax expense
(2,551)
(1,132)
(855)
3,737
(801)
Net Profit after Tax
7,599
2,807
2,382
(9,389)
3,399
At 30 June 2023
Equity
Partnerships
$’000
Wealth
$’000
Services
$’000
Corporate
$’000
Total
$’000
Gross revenue
67,338
18,073
7,164
–
92,575
Intercompany revenue
(695)
–
(399)
–
(1,094)
Revenue from external parties
66,643
18,073
6,765
–
91,481
Revenue excluded from segment results
–
–
(1,017)
–
(1,017)
Underlying segment revenue
66,643
18,073
5,748
–
90,464
Underlying segment contribution margin
30,212
12,836
5,748
–
48,796
Underlying other income
17
151
–
123
291
Underlying expenses
(22,114)
(10,555)
(3,688)
(5,679)
(42,036)
Share of net profit of associates earnings
3,304
–
–
–
3,304
Underlying EBITA
11,419
2,432
2,060
(5,556)
10,355
Impact of divested operations
–
–
(589)
–
(589)
Gain / (loss) on acquisitive transactions
760
–
–
(37)
723
Gain on bargain purchase
–
–
–
3,163
3,163
Impairment
–
–
–
(1,424)
(1,424)
Statutory EBITA
12,179
2,432
1,471
(3,854)
12,228
Amortisation
(963)
(618)
(849)
(35)
(2,465)
Net finance (costs) / income
(786)
289
14
(580)
(1,063)
Profit before Tax
10,430
2,103
636
(4,469)
8,700
Tax expense
(2,193)
(672)
(302)
1,956
(1,211)
Net Profit after Tax
8,237
1,431
334
(2,513)
7,489
Note: There has been an update to corporate cost allocation methodology in the current period to reflect the change in segments
as a result of the acquisition of Diverger Limited. Comparative information has been reclassified accordingly using the same corporate
cost methodology.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
51
COUNT ANNUAL REPORT 2024
Other income
2024
$’000
2023
$’000
Cost reimbursements
48
151
Gain on disposal of business asset
68
–
Other income
1,195
140
Other Income – operating segments
1,311
291
Gain on disposal of subsidiary
261
437
Gain on disposal of business asset
–
193
Gain on lease variation
–
353
Other income
28
365
Other income – not included in operating segments
289
1,348
Total Other Income
1,600
1,639
Other income
Included in other income in the current period are gains on deferred consideration totalling $843,000.
2.2 Revenue from contracts with customers
2024
$’000
2023
$’000
Equity Partnerships
Accounting services revenue
52,413
51,230
Financial planning revenue
11,911
12,999
Other operating revenue
3,354
2,414
Total Equity Partnerships revenue
67,678
66,643
Wealth
Wealth revenue
17,232
9,366
Other operating revenue
12,572
8,707
Total Wealth revenue
29,804
18,073
Services
Actuarial certificates
5,318
5,265
Subscriptions
2,310
–
Training
2,845
–
Other operating revenue
3,844
1,500
Total Services revenue
14,317
6,765
Total Revenue from contracts with customers
111,799
91,481
Timing of revenue recognition
Transferred at a point in time
35,235
27,644
Transferred over time
76,564
63,837
111,799
91,481
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
52
COUNT ANNUAL REPORT 2024
Material accounting policy information
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:
• the customer benefits from the item either on its own or together with other readily available resources; and
• it is ‘separately identifiable’ (i.e. the Group does not provide a significant service integrating, modifying or customising it).
All revenue is stated net of the amount of goods and services tax (GST).
Equity Partnerships segment revenue policy
(i) Accounting services revenue
Accounting services revenue includes fees generated by Count firms from services provided to clients.
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 Consolidated 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 Count’s failure to perform as promised.
(ii) Financial planning revenue
Financial planning revenue includes fees for advice generated by Count firms from financial planning services provided
to clients. Revenues also include permitted insurance commissions and in some instances may include loan commissions.
Financial planning revenue is recognised at a point in time. Financial planning revenue from the provision of permitted
insurance and loan commission is recognised at a point in time in the period in which the service is provided.
(iii) Other revenue
Other revenue includes fees received where the Company acts in the capacity of an agent rather than principal through
facilitation of software licences and information technology equipment.
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.
Interest revenue is recognised when there is control of the right to receive the interest payment.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
53
COUNT ANNUAL REPORT 2024
Wealth segment revenue policy
Wealth revenue includes revenue generated from services performed by authorised representatives of Count Financial Limited
(Count AFSL), Affinia Financial Advisers Limited (Affinia), GPS Wealth Ltd (GPS), Merit Wealth Pty Ltd (Merit), DWA Managed Accounts
Pty Ltd (CARE) and Paragem Pty Limited (Paragem) (all AFSL holders). The AFSLs are considered to be acting as an agent under
the requirements of AASB 15 Revenue from Contracts with Customers (AASB 15) for revenue generated from Commissions.
Commissions 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. The AFSLs are considered to be acting as a principal under the
requirements of AASB 15 for revenue generated from Fees and other related costs.
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) Advice fee income
Advice fees are received from end customers for advice services which are available to a client. 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) Education partner fees
Fees are received from education partners to allow the facilitation of training to advisers. The performance obligation
is the provision of interaction to education partners for education and training purposes. The revenue is recognised over
time across the contractual period.
(iii) Insurance commission income
Insurance commission income is recognised when a customer has been successfully referred into an insurance policy.
The net present value of future insurance 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 insurance commission revenue in line with the highly
probable test in AASB 15. Therefore insurance 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.
(v) Conference fees
Fees are received from advisers and other delegates that attend conferences. The performance obligation is the provision
of access for advisers and other delegates to the event, which includes the ability to attend plenary, keynote and business
sessions. Revenue is recognised at a point in time when the event occurs.
(vi) Investment management fees
Investment management fees are recognised over time in line with the provision of management and administration
of client investment and superannuation funds.
Services revenue
Services revenue includes fees generated by Count services divisions through outsourcing for the provision of actuarial
certificates, consulting, IT services, training and membership subscription to help desk and support services.
(i) Actuarial certificates
Revenue related to the provision of s390 and death benefit actuarial certificates to clients is recognised at a point in time
when the certificates are issued to the client and the performance obligation is met.
(ii) Training revenue
Training revenue is derived via face-to-face training, webinar and other online formats. In all cases, training revenue
is recognised at a point in time when the training program is delivered to the customer.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
54
COUNT ANNUAL REPORT 2024
(iii) Membership subscription revenue
Membership subscription to accounting solutions help desk and practice support services is recognised over time
on a monthly basis in line with the provision of access to the support services.
(iv) Outsourcing revenue
Revenue related to outsourced staff is recognised over time on a monthly basis when the provision of offshore staff
services is delivered to the customer.
2.3 Expenses
Direct Costs
2024
$’000
2023
$’000
Direct salaries and employee benefits expense
38,896
37,613
Other direct costs
12,409
5,278
51,305
42,891
Administrative and other operating expenses
2024
$’000
2023
$’000
Acquisition and other professional fees
6,739
4,371
Administration and office expenses
4,193
4,043
Technology expenses
6,048
4,865
Share based payment expenses
482
13
Depreciation expenses
4,276
4,239
Amortisation expenses
3,776
2,465
Loss on deferred consideration
152
622
Other
2,529
2,171
28,195
22,789
2.4 Taxation
Income tax expense
2024
$’000
2023
$’000
Income tax expense
Current tax
3,964
4,074
Deferred tax – origination and reversal of temporary differences
(3,259)
(2,872)
Under provision in prior years
96
9
Aggregate income tax expense
801
1,211
Income tax expense is attributable to:
Profit from continuing operations
801
1,211
Deferred tax included in income tax expense comprises:
Increase in deferred tax assets
(1,610)
(1,532)
Decrease in deferred tax liabilities
(1,649)
(1,340)
Deferred tax – origination and reversal of temporary differences
(3,259)
(2,872)
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
55
COUNT ANNUAL REPORT 2024
2024
$’000
2023
$’000
Numerical reconciliation of income tax expense and tax at the statutory rate
Profit before income tax
4,200
8,700
Tax at the statutory tax rate of 30%
1,260
2,610
2024
$’000
2023
$’000
Tax at the statutory tax rate of 30%
1,260
2,610
Share of equity accounted investments
(1,255)
(991)
Non-deductible expenses
677
195
Non-taxable accounting gains
–
(112)
Taxable capital gain on sale of subsidiary
84
–
Gain on deferred considerations
(157)
(43)
Gain on bargain purchase
–
(949)
Non-taxable income
–
(49)
Non-deductible depreciation and amortisation
105
67
Impairment of goodwill
–
306
Tax effect of partially franked dividends
87
196
Other items
(96)
(28)
705
1,202
Under provision in prior years
96
9
Income tax expense
801
1,211
Deferred tax assets
2024
$’000
2023
$’000
The balance comprises temporary differences attributable to:
Employee liabilities (annual leave and long service leave)
3,741
2,763
Allowance for expected credit losses – trade receivables
149
178
Accruals
1,666
169
Contract liability – accrued insurance commission expense
12,719
15,136
Tax losses
6,831
5,319
Right-of-use assets
503
317
Depreciation
201
170
Remediation provision
–
26,244
Capital losses
1,080
1,072
Other
1,163
222
Total deferred tax assets
28,053
51,590
Set-off of deferred tax liabilities pursuant to set-off provisions
(28,053)
(48,196)
Net deferred tax assets
–
3,394
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
56
COUNT ANNUAL REPORT 2024
Movements in deferred tax assets
2024
$’000
2023
$’000
Opening balance
51,590
95,331
Charged to income tax expense
1,539
1,532
Deferred tax balances on acquisition of subsidiary
1,166
(128)
Deferred tax balance on remediation provision
(26,242)
(45,145)
Net deferred tax assets
28,053
51,590
Deferred tax liabilities
2024
$’000
2023
$’000
The balance comprises temporary differences attributable to:
Work in progress
2,156
1,434
Prepaid expenses
19
38
Fair valued intangible assets
11,284
4,536
Contract asset – accrued insurance commission income
14,659
15,918
Indemnity asset
–
26,244
Other
651
26
Total deferred tax liabilities
28,769
48,196
Set-off of deferred tax assets pursuant to set-off provisions
(28,053)
(48,196)
Net deferred tax liabilities
716
–
Movements in deferred tax liabilities
Fair Valued
Intangible assets
$’000
Other
$’000
Total
$’000
At 1 July 2022
3,971
89,474
93,445
Net deferred tax balance on acquisition of subsidiaries*
1,005
231
1,236
Deferred tax balance on remediation provision
–
(45,145)
(45,145)
Charged to the income tax expense
(625)
(715)
(1,340)
At 30 June 2023
4,351
43,845
48,196
At 1 July 2023
4,351
43,845
48,196
Net deferred tax balance on acquisition of subsidiaries*
7,933
531
8,464
Deferred tax balance on remediation provision
–
(26,242)
(26,242)
Charged to the income tax expense
(949)
(700)
(1,649)
At 30 June 2024
11,335
17,434
28,769
* Includes business assets acquired by member firms.
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.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
57
COUNT ANNUAL REPORT 2024
Material accounting policy information
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:
• 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
• 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 Count 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.
Current tax assets and liabilities
2024
$’000
2023
$’000
Current tax payable
2,056
1,388
Critical 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.
Count has recognised a deferred tax asset on tax capital losses. Count plans to continue with the successful Equity Partnership
model which is expected to result in transactions with firms in the 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.
In the current year, Count has not recognised capital losses generated during the year as it is unlikely the Group will be able
to generate sufficient taxable capital gains to utilise these.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
58
COUNT ANNUAL REPORT 2024
2.5 Earnings per share
2024
$’000
2023
$’000
Earnings per share for profit
Profit after income tax
3,399
7,489
Non-controlling interest
(2,295)
(2,389)
Profit after income tax attributable to the owners of Count Limited
1,104
5,100
2024
Number
2023
Number
Weighted average number of ordinary shares used in calculating basic earnings per share
128,086,725
110,243,025
Adjustments for calculation of diluted earnings per share
Long-term incentive performance rights
3,117,232
1,330,542
Weighted average number of ordinary shares used in calculating diluted earnings per share
131,203,957
111,573,567
2024
Cents
2023
Cents
Basic earnings per share
0.86
4.63
Diluted earnings per share
0.84
4.57
2.6 Dividends
Dividends paid during the financial year were as follows:
2024
$’000
2023
$’000
Dividends paid during the year
2.25 cents per share dividend paid in respect of the six months to 30 June 2024
2,452
–
1.50 cents per share dividend paid in respect of the six months to 31 December 2023
1,635
–
2.00 cents per share dividend paid in respect of the six months to 30 June 2023
–
2,212
1.50 cents per share dividend paid in respect of the six months to 31 December 2022
–
1,652
Total dividends paid during the year
4,087
3,864
Franking credits
2024
$’000
2023
$’000
Franking credits available for subsequent financial years based on a tax rate of 30%
23,565
11,552
The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for:
• franking credits that will arise from the payment of the amount of the provision for income tax at the reporting date;
• 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.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
59
COUNT ANNUAL REPORT 2024
3
Working Capital
3.1 Cash and cash equivalents
2024
$’000
2023
$’000
Current assets
Cash at bank
25,028
21,668
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 Consolidated Statement of Cash Flows as follows:
Balance as per Consolidated Statement of Cash Flows
25,028
21,668
Cash and cash equivalents comprise of 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.
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.
Reconciliation of profit after income tax to net cash from operating activities
2024
$’000
2023
$’000
Profit after income tax expense for the year
3,399
7,489
Adjustments for:
Depreciation and amortisation
8,085
6,704
Share-based payments
482
13
Impairment of receivables
124
125
Other non-cash gains in other income
(222)
(10)
Net (gain) / loss on deferred consideration
(430)
513
(Gain) on lease variation
_
(353)
(Gain) on disposal of non-current assets
(258)
(669)
Insurance commission accounting adjustment
_
(768)
Loss on disposal of non-current assets
85
51
Share of associate net profit
(4,184)
(3,304)
Dividends received from associates
3,299
2,565
(Gain) on bargain purchase
–
(3,163)
Loss on business disposal of subsidiary
–
66
Impairment expense
508
1,424
Employee entitlements
2,806
1,247
Accrued interest income
–
(44)
(Increase) in trade and other receivables
(9,255)
(6,836)
(Decrease) in contract liabilities
(2,556)
(4,314)
Increase in trade and other payables
8,586
8,831
(Increase) in income tax refund due
(3,674)
(2,308)
Increase / (decrease) in deferred tax liabilities
3,112
(1,508)
(Decrease) in employee benefits
(1,652)
(724)
Net cash from operating activities
8,255
5,027
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
60
COUNT ANNUAL REPORT 2024
3.2 Trade and other receivables
2024
$’000
2023
$’000
Current assets
Trade receivables
12,458
9,835
Less: Allowance for expected credit losses
(500)
(363)
11,958
9,472
Other receivables
4,367
1,588
Prepayments
4,653
4,461
AFSL adviser revenue receivable
23,479
14,982
Deferred cash consideration receivable
134
114
Total current assets
44,591
30,617
2024
$’000
2023
$’000
Non-current assets
Deferred cash consideration receivable
16
93
Total non-current assets
16
93
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:
2024
2023
Trade
receivables
$’000
Allowance for
expected credit
losses
$’000
Trade
receivables
$’000
Allowance for
expected credit
losses
$’000
Current
7,199
(2)
6,376
(1)
0 to 3 months
3,234
(7)
1,006
(5)
3 to 6 months
709
(112)
1,493
(60)
Over 6 months
1,316
(379)
960
(297)
12,458
(500)
9,835
(363)
Trade receivables are non-interest bearing and are generally on 7, 15 or 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 Consolidated
Statement of Profit or Loss and Other Comprehensive Income.
Movements in the allowance for expected credit losses are as follows:
2024
$’000
2023
$’000
Opening balance
(363)
(404)
Additional provisions recognised
(198)
(125)
Receivables written off during the year as uncollectable
61
166
(500)
(363)
The creation and release of the allowance for expected credit losses has been included in Other Operating Expenses.
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.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
61
COUNT ANNUAL REPORT 2024
Material accounting policy information
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.
Critical 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 judgement is applied determining these rates.
3.3 Contract assets and liabilities
Contract Assets
2024
$’000
2023
$’000
Current assets
Contract assets
5,200
4,391
Allowance for expected credit losses of contract assets
(54)
(213)
Ongoing insurance commission receivable
48,720
38,414
Loss allowance on insurance commission receivable
(22)
(18)
53,844
42,574
2024
$’000
2023
$’000
Non-current assets
Ongoing insurance commission receivable
142,732
112,245
Loss allowance on insurance commission receivable
(24)
(22)
142,708
112,223
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 Consolidated Statement of Financial Position and the movement
recognised in the Consolidated Statement of Profit or Loss and Other Comprehensive Income.
Ongoing insurance commission receivable
Contract assets have been raised to reflect the recognition of ongoing permitted insurance 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 permitted insurance 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 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 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.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
62
COUNT ANNUAL REPORT 2024
Ageing of contract assets
As at 30 June, the ageing of the contract assets is as follows:
2024
2023
Contract assets
$’000
Expected credit loss
$’000
Contract assets
$’000
Expected credit loss
$’000
Current
1,961
(2)
1,764
(3)
0 to 3 months
1,505
(14)
1,183
(15)
3 to 6 months
766
(17)
908
(15)
over 6 months
968
(21)
536
(180)
5,200
(54)
4,391
(213)
Movement in allowance of credit losses
2024
$’000
2023
$’000
At 1 July
(213)
(204)
Changes in allowance for expected credit losses
137
(9)
(76)
(213)
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.
2024
$’000
2023
$’000
Balance at 1 July
150,619
48,030
Amount recognised in revenue from contracts with customers
16,007
22,307
Acquisitions from business combinations
53,999
97,577
Receipt of ongoing insurance commission
(29,197)
(17,295)
Balance at 30 June
191,428
150,619
Contract Liabilities
2024
$’000
2023
$’000
Current liabilities
Unearned revenue
2,917
1,548
Ongoing insurance commission
47,737
37,737
50,654
39,285
2024
$’000
2023
$’000
Non-current liabilities
Ongoing insurance commission
139,638
110,285
Unearned revenue
Unearned revenue represent the Group’s obligation to transfer goods or services to a customer and is recognised when
a customer pays consideration before the Group has transferred the goods or services to the customer.
Ongoing insurance 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 insurance commission expenses when a performance
obligation has been met, e.g. a new customer is introduced to a product. The expense and contract liability are calculated
based upon the estimated payout to aligned advisers.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
63
COUNT ANNUAL REPORT 2024
2024
$’000
2023
$’000
Balance at 1 July
148,022
45,665
Amount recognised in revenue from contracts with customers
15,420
21,532
Acquisitions from business combinations
52,491
97,577
Payment of ongoing insurance commission
(28,558)
(16,752)
Balance at 30 June
187,375
148,022
2024
$’000
2023
$’000
Movement in unearned revenue
Opening balance
1,548
2,038
Acquired through acquisition
1,325
–
Payments received in advance
6,337
3,543
Transfer to revenue – included in the opening balance
(1,406)
(1,608)
Transfer to revenue – other balances
(4,887)
(2,425)
Closing balance
2,917
1,548
Critical 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 judgement is applied in determining these rates.
Ongoing insurance commission
The key assumptions underlying the ongoing insurance commission liability are the remaining life of the insurance products,
the likely run off of products over time and the adviser payout ratio.
It has been estimated that the insurance policies have a remaining life of five years and that 10% (2023: 10%) 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% (2023: 95%) of ongoing insurance commission is paid
to aligned advisers in Count AFSL and 96% of ongoing insurance commission is paid to advisers in GPS. This is estimated to be
100% for Affinia and Paragem. This is subject to change if the 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
2024
$’000
2023
$’000
Current liabilities
Trade payables
2,090
1,873
Other payables
28
289
AFSL adviser payables
26,997
17,422
GST payable
2,433
1,638
Sundry payables and accrued expenses
8,139
2,784
39,687
24,006
Refer to note 7.5 for further information on financial instruments risk.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
64
COUNT ANNUAL REPORT 2024
3.5 Provisions
Provisions
2024
$’000
2023
$’000
Current liabilities
Employee benefits – annual leave
3,882
2,964
Employee benefits – long service leave
4,178
3,642
Sick leave
17
18
Bonus provision
3,024
1,406
11,101
8,030
2024
$’000
2023
$’000
Non-current liabilities
Employee benefits – long service leave
1,137
869
Lease make good
454
449
Other
–
18
1,591
1,336
Critical accounting judgements, estimates and assumptions
Provisions
Provisions are recognised when the economic entity has a legal, equitable or constructive obligation to make a future sacrifice
of economic benefits to other entities as a result of past transactions or other past events. It is probable that a future sacrifice
of economic benefits will be required, and a reliable estimate can be made of the amount of the obligation.
Employee benefits
Further disclosures relating to Key Management Personnel are set out in the remuneration report which starts on page 28 of the
Directors’ Report.
Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits, 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 Consolidated Statement of Profit or Loss and Other Comprehensive Income.
The obligations are presented as current liabilities in the Consolidated 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.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
65
COUNT ANNUAL REPORT 2024
3.6 Other liabilities
2024
$’000
2023
$’000
Current liabilities
Deferred and contingent cash consideration
5,448
1,569
Other current liabilities
67
124
5,515
1,693
2024
$’000
2023
$’000
Non-current liabilities
Deferred and contingent cash consideration
596
693
596
693
Movements in deferred and contingent consideration and other liabilities
2024
$’000
Current
At 1 July 2023
1,693
Acquired through acquisition
2,146
Arising during the year
2,550
Payments made during the year
(1,484)
Net gain on deferred and contingent consideration
(85)
Transfer from non-current deferred and contingent consideration
695
Total current
5,515
2024
$’000
Non-current
At 1 July 2023
693
Acquired through acquisition
496
Arising during the year
102
Transfer to current deferred and contingent consideration
(695)
Total non-current
596
Total
6,111
Critical accounting judgements, estimates and assumptions
Contingent consideration
Some acquisitions involve the payment of contingent consideration to vendors. This consideration is determined based on a
multiple of actual earnings over a fixed period and is dependent on revenue or client retention. Consideration payable to the
vendors in relation to acquisitions is recognised at fair value based on estimated financial performance over the applicable
future financial years and the assessment of whether this estimated performance will meet thresholds for consideration to
be paid. Subsequent changes in the fair value of the contingent consideration is recognised in the Consolidated 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 contingent consideration, using a risk adjusted discount rate.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
66
COUNT ANNUAL REPORT 2024
4
Indemnity asset and remediation provision
4.1 Indemnity asset
2024
$’000
2023
$’000
Indemnity asset
–
87,472
Indemnity asset
Included in the Consolidated Statement of Financial Position of Count AFSL was a provision for remediation amounted to NIL.
A corresponding indemnity asset was recognised which represented an amount receivable pursuant to an indemnity deed
granted by the Commonwealth Bank of Australia (CBA). The provision was for ongoing service fees charged to clients where
no service was provided and for other advice issues. The provision related to the purchase of Count AFSL by Count during the
2020 financial year.
The indemnity provided by CBA related directly to the remediation provision and was reduced as clients were remediated.
The indemnity was subject to renegotiation if some of the underlying assumptions behind the provision were reassessed.
In connection with the sale of Count AFSL to Count Limited, CBA entered an Indemnity Deed (Deed) with Count Limited dated
1 October 2019, to cover remediation of past conduct. The limit of the CBA indemnity (Monetary Cap) has been increased
twice since the date of the Deed, utilising the adjustment mechanism contained in the Deed. The Deed currently has a limit
of $520 million and covers certain remediation activities that were identified at the time of sale and for up to four years
following the sale.
The timeframe for notification of any further indemnified conduct pursuant to the Deed ended on 1 October 2023. All indemnified
conduct, which has been notified to CBA will continue to be indemnified by CBA pursuant to the terms of the Deed.
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
2024
$’000
2023
$’000
Current liabilities
Remediation provision – ongoing service fees – Count AFSL
–
81,263
Remediation provision – other advice issues – Count AFSL
–
6,209
Remediation provision – other
–
9
–
87,481
Remediation provision – Count AFSL
The Count AFSL 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 AFSL by Count on 1 October 2019.
2024
$’000
2023
$’000
Ongoing service fees – cost of remediation of clients
–
37,620
Ongoing service fees – interest on amounts payable to clients
–
43,643
Other advice issues
–
6,209
–
87,472
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
67
COUNT ANNUAL REPORT 2024
Ongoing service fees
As at 30 June 2024, a total of $506,014,000 payments have been made. The following key assumptions have been reflected
in the remediation provision:
2024
2023
Value of ongoing service fees charged
–
$443,525,000
Number of years in which issues occurred
–
11 years
Interest calculation methodology
–
RBA cash rate plus 6%
compounded monthly
Value below which refunds will be made without investigation
–
$3,000 (excluding interest)
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.
2024
$’000
Provision at 1 July 2023
87,472
Additional provisions
5,088
Amounts paid during the year
(92,560)
Provision at 30 June 2024
–
Critical 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 value of ongoing service fees charged has been estimated using Count AFSL’s books and records and the books and
records of third-party product providers where relevant.
The interest calculation methodology that has been applied is based on a rate equivalent to the RBA cash rate plus 6%
compounded monthly.
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.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
68
COUNT ANNUAL REPORT 2024
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:
Goodwill
$’000
Acquired client
relationship /
Adviser networks
$’000
IT software
$’000
Brand
$’000
Other
intangible
assets
$’000
Total
$’000
Balance at 1 July 2022
36,168
11,878
1,344
2,100
848
52,338
Additions
–
–
65
–
3
68
Additions through business combinations
2,141
4,565
–
–
–
6,706
Disposals through disposals of subsidiaries
(592)
(14)
(15)
–
–
(621)
Disposals
–
–
(25)
–
–
(25)
Impairment
(1,018)
(406)
–
–
–
(1,424)
Amortisation expense
–
(1,760)
(377)
(92)
(236)
(2,465)
Balance at 30 June 2023
36,699
14,263
992
2,008
615
54,577
Additions
–
–
19
–
2
21
Additions through business combinations
44,156
27,843
–
–
–
71,999
Disposals through disposal of subsidiaries
(1,782)
(25)
–
–
–
(1,807)
Amortisation expense
–
(3,044)
(360)
(91)
(281)
(3,776)
Balance at 30 June 2024
79,073
39,037
651
1,917
336
121,014
Goodwill
$’000
Acquired client
relationship /
Adviser networks
$’000
IT software
$’000
Brand
$’000
Other
intangible
assets
$’000
Total
$’000
At 30 June 2023
Cost
47,707
38,338
1,834
2,285
1,080
91,244
Accumulated amortisation and impairment
(11,008)
(24,075)
(842)
(277)
(465)
(36,667)
Net book value
36,699
14,263
992
2,008
615
54,577
At 30 June 2024
Cost
90,081
64,944
1,778
2,285
1,241
160,329
Accumulated amortisation and impairment
(11,008)
(25,907)
(1,127)
(368)
(905)
(39,315)
Net book value
79,073
39,037
651
1,917
336
121,014
Allocation of Goodwill to CGUs and Groups of CGUs
Goodwill acquired through business combinations has been allocated to and is tested at the level of the respective groups
of 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.
Goodwill is monitored by management in line with its operating segments except for any business which is still subject to an
earnout, which is monitored separately. This represents the lowest level within the Group at which the goodwill is monitored
for internal management purposes.
In the current financial year the businesses monitored separately include Solutions Centric Pty Ltd (Solutions Centric), Priority
Networking Pty Ltd (Priority Networking) and AFSL Compliance Pty Ltd (AFSL Compliance).
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
69
COUNT ANNUAL REPORT 2024
For the purpose of annual impairment testing, goodwill is allocated to the following CGUs:
2024
$’000
2023
$’000
Significant grouped cash generating unit
Equity Partnerships
34,112
32,916
Wealth
20,461
–
Services
23,326
3,783
Solutions Centric
826
–
Priority Networking
147
–
AFSL Compliance
201
–
79,073
36,699
Impairment of goodwill
At 30 June 2024 management performed impairment testing for each group of CGUs of Count. During the financial year
ending 30 June 2024, no impairment expense was recognised.
Key assumptions used for value in use calculations
Key assumptions for this value in use calculation at 30 June 2024 were:
• Revenue growth of 3% from year 2 – 5;
• Direct employment expense ratio 0% – 49%;
• Discount rate of either 19.3% or 22.1% (pre tax); and
• The long-term growth rate (terminal rate) was estimated to be 2.5% p.a.
Revenue growth is based on the Board approved budgets for the next financial year as well as management assessment
over the forecast period. Budget revenue for 2025 is based on historical growth rates and management expectations on
market development. 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 budgets for the next financial year and management
assessment over the forecast period. Direct employment expense ratio shows the employment cost as a percentage of
net revenue. Operating expense ratios are based on the Board approved budgets for the next financial year and management
assessment over the forecast period. The operating expense ratio shows the other operating costs as a percentage of net
revenue. This is a key assumption for the Wealth, Priority Networking and AFSL Compliance CGUs. This is assumed to be
maintained between 0% and 49% over the forecast period of the CGUs. This is a key assumption for the Equity Partnerships,
Services and Solutions Centric CGUs.
Discount rates represent the current market assessment of the risks specific to the CGU, considering the time value of money.
The discount rate is calculated using the weighted average cost of capital (WACC) and 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 19.3% (2023: 18.8%) for the
grouped CGUs Equity Partnerships, Wealth and Services whilst a pre-tax discount rate of 22.1% (2023: n/a) for the Solutions
Centric, Priority Networking and AFSL Compliance CGUs. During the current period, management assessed the discount rate
as a result of the acquisition of Diverger and determined that an increase to 19.3% was appropriate.
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 CGUs.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
70
COUNT ANNUAL REPORT 2024
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
Sensitivity to changes in assumptions
All CGU's are sensitivity tested, and that sensitivity testing on CGU's results in a recoverable amount exceeding carrying value
in all instances. If all other things being equal, a reduction in the yearly revenue by 5%, an increase in the discount rate by 5% or
a reduction in the long-term average growth rate to 1% all resulted in a recoverable amount greater than the carrying amount.
Critical 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 intangible 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 CGU to which the asset belongs. Assets that do not have independent
cash flows are grouped together to form a CGU. The Group value in use calculation uses cash flow projections from financial
budgets approved by senior management covering a five-year period to assess the recoverable amount of the CGUs.
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 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 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 Consolidated 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.
71
COUNT ANNUAL REPORT 2024
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
Total
$’000
Balance at 1 July 2022
1,291
671
1,616
12
27
3,617
Additions
594
129
256
–
–
979
Additions through business combinations
–
92
132
–
–
224
Disposals through disposals of subsidiaries
(51)
(40)
(132)
–
–
(223)
Disposals
(35)
(33)
(1)
(1)
–
(70)
Depreciation expense
(477)
(164)
(398)
(2)
(2)
(1,043)
Balance at 30 June 2023
1,322
655
1,473
9
25
3,484
Additions
393
211
54
–
–
658
Additions through business combinations
81
43
23
5
–
152
Disposals through disposals of subsidiaries
(24)
(5)
–
(6)
–
(35)
Disposals
(46)
(38)
–
(1)
–
(85)
Depreciation expense
(425)
(177)
(293)
(4)
(5)
(904)
Balance at 30 June 2024
1,301
689
1,257
3
20
3,270
Office
equipment
$’000
Furniture,
fixtures and
fittings
$’000
Leasehold
improvements
$’000
Other
property,
plant and
equipment
$’000
Motor
vehicle
$’000
Total
$’000
At 30 June 2023
Cost
4,143
2,219
3,168
244
69
9,843
Accumulated depreciation
(2,821)
(1,564)
(1,695)
(235)
(44)
(6,359)
Net book value
1,322
655
1,473
9
25
3,484
At 30 June 2024
Cost
4,913
2,441
3,245
55
69
10,723
Accumulated depreciation
(3,612)
(1,752)
(1,988)
(52)
(49)
(7,453)
Net book value
1,301
689
1,257
3
20
3,270
Material accounting policy information
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:
• Office equipment
4% – 20%
• Furniture, fixtures and fittings
8% – 37%
• Leasehold improvements
over the estimated life of the asset or shorter of the lease term
• Make good
over the estimated life of the lease
• Motor vehicle
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
Consolidated Statement of Profit or Loss and Other Comprehensive Income.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
72
COUNT ANNUAL REPORT 2024
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:
• 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 Consolidated 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.
2024
$’000
2023
$’000
Non-current assets
Premises – right-of-use
32,777
28,090
Less: Accumulated depreciation
(21,017)
(17,748)
Total
11,760
10,342
Office equipment – right-of-use
959
760
Less: Accumulated depreciation
(762)
(675)
Total
197
85
Others – right-of-use
96
53
Less: Accumulated depreciation
(39)
(23)
Total
57
30
Balance at 30 June
12,014
10,457
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
73
COUNT ANNUAL REPORT 2024
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
Right-of-use assets
$’000
Balance at 1 July 2022
12,047
Additions
1,606
Depreciation expense
(3,196)
Balance at 30 June 2023
10,457
Additions
4,679
Acquired through acquisition
822
Depreciation expense
(3,372)
Disposed through divestment
(64)
Impairment
(508)
Balance at 30 June 2024
12,014
Lease liabilities
Lease liabilities are presented in the Consolidated Statement of Financial Position as follows:
2024
$’000
2023
$’000
Current liabilities
Lease liabilities
3,762
3,021
Non-current liabilities
Lease liabilities
9,928
8,493
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 Consolidated 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 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 2024, 43 right-of-use assets were leased. The average lease term for premises is eight years, office equipment is five
years and others is four years. The average lease term includes option periods which management are reasonably certain will
be exercised.
The lease liabilities are secured by the related underlying assets. Future minimum lease payments (including option periods
which management are reasonably certain will be exercised) at 30 June 2024 is $13,077,131.
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 2024 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 excess use charges
on office equipment. Variable payment terms are used for a variety of reasons, including minimising costs for information
technology 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 2024 was $3,673,000 (2023: $3,709,000).
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
74
COUNT ANNUAL REPORT 2024
Amounts relating to leases recognised for the reporting period
The following amounts are recognised in Consolidated Statement of Profit or Loss and Other Comprehensive Income:
2024
$’000
2023
$’000
Depreciation charge for the right-of-use assets by class of asset
Premises
3,269
3,103
Office equipment
87
83
Others
16
10
Total depreciation charge
3,372
3,196
Interest expense on lease liabilities (included in finance cost)
710
588
Total expense related to leases
4,082
3,784
The following amounts are recognised in the Consolidated Statement of Cash Flows:
2024
$’000
2023
$’000
Cash outflow for leases (AASB 16) – financing activity
2,963
3,121
Cash outflow for leases – operating activity
710
588
3,673
3,709
6
Group structure
6.1 Business Combinations
Material Acquisition
Acquisition of Diverger Limited
On 22 September 2023, Count Limited entered into a binding Scheme Implementation Deed with Diverger Limited, whereby
Count acquired 100% of Diverger on 1 March 2024. The transaction was accounted for under AASB 3 Business Combinations,
$24.7 million of acquired client relationship (ACR) intangible assets were recognised along with $40.4 million of goodwill at
completion. This acquisition resets the structure of wealth management advice in Australia, creating a leading diversified
financial services company.
2024
$’000
Purchase consideration
Amount settled in cash by Count Limited
11,896
Ordinary shares issued
34,647
Total Purchase Consideration
46,543
The fair value of the 57,268,344 shares issued as part of the consideration paid for Diverger ($34.6 million) was based on the
published share price on 29 February 2024 of 60.5 cents.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
75
COUNT ANNUAL REPORT 2024
The assets and liabilities recognised as a result of the acquisition are as follows:
2024
$’000
Recognised amounts of identifiable net assets:
Cash
2,231
Trade and other receivables
4,068
Prepayments
452
Other assets
54,075
Property, plant and equipment
152
Other intangible assets
24,742
Right-of-use assets
805
Investments in associates
1,094
Net deferred tax liabilities
(6,324)
Trade and other payables
(6,898)
Provision for employee benefits
(1,882)
Unearned revenue
(1,325)
Lease liabilities
(913)
Borrowings
(8,663)
Other liabilities
(55,421)
Net identifiable net assets acquired
6,193
Goodwill
40,351
Net assets acquired
46,544
The goodwill is attributable to the workforce and the high profitability of the acquired business resulting from the expected
synergies between the combined business. It will not be deductible for tax purposes.
2024
$’000
Outflow of cash to acquire subsidiary, net of cash acquired
Amount settled in cash by Count Limited
(11,896)
Less: cash acquired
2,231
Net outflow of cash – investing activities
(9,665)
Integration and acquisition related costs
Integration and acquisition related costs amounting to $4,972,000 were recognised as an expense in the Consolidated
Statement of Comprehensive Income during the financial year ended 30 June 2024. No integration and acquisition related
costs were incurred in the prior financial year.
Identifiable net assets
At 30 June 2024, the fair value of the client relationships amount to $24,740,000.
Contribution to the Group results
Diverger has contributed $15,374,000 in revenue from contracts with customers and net profit after tax of $2,080,000 to the
Group from the acquisition date to 30 June 2024.
Other acquisitions
The Group has made the following other acquisitions during the period that are considered business combinations:
On 31 August 2023, the Company’s member firm Twomeys Pty Ltd acquired the business operations of Sapphire Coast Financial
Services Pty Ltd, a Canberra based financial services firm for $623,000.
On 10 November 2023, the Company’s member firm Twomeys Pty Ltd acquired the business operations of Allan Watt
Accounting Pty Ltd, a Gungahlin based financial services firm for $754,000.
On 9 February 2024, the Company’s member firm Kidmans Partners Pty Ltd acquired the business operations of Business
Accounting Melbourne Pty Ltd, a Victorian based accounting firm for $764,000.
On 5 April 2024, the Company acquired a 51% shareholding in Solutions Centric Pty Ltd, an Australian company that provides
offshore accounting, tax and SMSF services out of India for $2,144,000.
On 5 April 2024, the Company’s member firm Count GC Pty Ltd acquired the business operations of Jonathan Grant
Accountants, a Burleigh Heads based accounting firm for $1,479,000.
On 27 May 2024, the Company’s member firm AdviceCo CA Pty Ltd acquired the business operations of Harwood Accountants,
an Erina based accounting firm for $709,000.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
76
COUNT ANNUAL REPORT 2024
2024
$’000
Purchase consideration
6,204
Non-controlling interest
–
Less: Net assets acquired
(2,399)
Acquired goodwill
3,805
Purchase consideration – cash outflow
Outflow of cash to acquire subsidiary, net of cash acquired
Amount settled in cash by Count Limited
(4,948)
Less: Cash acquired
314
Net outflow of cash – investing activities
(4,634)
Material accounting policy information
The Group applies the acquisition method in accounting for business combinations. The consideration transferred by the
Group to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred,
liabilities incurred and the equity interests issued by the Group, which includes the fair value of any asset or liability arising
from a contingent consideration arrangement. Integration and acquisition costs are expensed as incurred.
The Group recognises identifiable assets acquired and liabilities assumed in a business combination regardless of whether
they have been previously recognised in the acquiree’s financial statements prior to the acquisition. Assets acquired and
liabilities assumed are generally measured at their acquisition-date fair values.
Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the excess of the sum
of a) fair value of consideration transferred, b) the recognised amount of any non-controlling interest in the acquiree
and c) acquisition-date fair value of any existing equity interest in the acquiree, over the acquisition-date fair values of
identifiable net assets. If the fair values of identifiable net assets exceed the sum calculated above, the excess amount
(i.e. gain on a bargain purchase) is recognised in profit or loss immediately.
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:
Ownership interest
Name
Principal place of business /
Country of incorporation
2024
%
2023
%
Bruce Edmunds & Associates Pty Ltd
Australia
40.00%
–
Count Adelaide Holdings Pty Ltd
Australia
45.00%
–
DMG Financial Holdings Pty Ltd
Australia
30.00%
30.00%
Hunter Financial Planning Pty Ltd
Australia
40.00%
40.00%
McGregor Wealth Pty Ltd
Australia
35.00%
–
OBM Financial Services Pty Ltd
Australia
40.00%
40.00%
One Hood Sweeney Pty Ltd
Australia
32.36%
32.36%
Rundles CountPlus Pty Ltd
Australia
40.00%
40.00%
Rundles Financial Planning Pty Ltd
Australia
20.00%
20.00%
Southern Cross Business Holdings Pty Ltd
Australia
49.00%
49.00%
WSC Group – Aust Pty Ltd
Australia
32.75%
32.75%
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). All investments in associates are accounted for under the equity
method of accounting.
There are no significant restrictions on the ability of the associates to transfer funds in the form of cash dividends or to repay
loans or advances to the consolidated entity.
On 1 July 2023, the Company acquired a 40% shareholding in Bruce Edmunds & Associates Holdings Pty Ltd, a large Victorian
accounting firm for a total purchase consideration of $2,651,000.
On 15 August 2023, Count Limited’s member firm, Adelaide based Crosby Dalwood Pty Ltd and Warnecke & Co completed
a merger to operate under a new entity under the Count brand. The Group’s ownership over the newly formed merged entity
is 45%.
On 1 March 2024, the Company acquired McGregor Wealth Pty Ltd through the acquisition of Diverger Limited. See note 6.1.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
77
COUNT ANNUAL REPORT 2024
Other information in respect of associates held during the year
a) The principal activity of each associate is the provision of financial services within Australia. This will be a combination
of accounting, business advisory and financial planning services with the exception of Hunter Financial Planning
Pty Ltd, Rundles Financial Planning Pty Ltd and McGregor Wealth Pty Ltd who only provide financial planning services
and One Hood Sweeney Pty Ltd who also provide finance and technology services.
b) There have been no impairments relating to the investment in associates during the financial year (2023: NIL).
c) The following associate is considered material to the Group as at 30 June 2024;
i) 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.
Material associates
2024
$’000
2023
$’000
Summarised Consolidated Statement of Financial Position
Current assets
7,197
7,423
Non-current assets
9,391
7,856
Current liabilities
(5,548)
(4,811)
Non-current liabilities
(739)
(726)
Net assets / equity
10,301
9,742
Summarised Consolidated Statement of Profit or Loss and Other Comprehensive Income
Revenue
25,028
24,103
Profit for the year
3,247
3,173
Total comprehensive income
3,247
3,173
Group share of profit for the year
1,051
1,027
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:
Consolidated
2024
$’000
2023
$’000
Carrying value of investments in associates as at 30 June – Opening
25,951
22,214
Acquisition of associates and completion adjustment
5,786
2,998
Share in profit
4,184
3,304
Dividends
(3,299)
(2,565)
Carrying value of investments in associates as at 30 June – Closing
32,622
25,951
Contingent liabilities and capital commitments
The associates had no contingent liabilities or capital commitments as at 30 June 2024 or 30 June 2023.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
78
COUNT ANNUAL REPORT 2024
6.3 Non-controlling interest
Reconciliation of non-controlling interest in controlled entities
2024
$’000
2023
$’000
Count GC Holdings Pty Ltd
Opening non-controlling interest at 1 July
2,104
1,630
Additions
398
871
Disposals
(174)
(479)
The profit allocated to non-controlling interest for the period
214
390
Dividends paid
(242)
(308)
Closing non-controlling interest at 30 June
2,300
2,104
Kidmans Partners Holdings Pty Ltd
Opening non-controlling interest at 1 July
1,391
1,340
The profit allocated to non-controlling interest for the period
277
205
Dividends paid
(242)
(154)
Closing non-controlling interest at 30 June
1,426
1,391
AdviceCo CA Pty Ltd
Opening non-controlling interest at 1 July
1,742
1,728
Disposal
(258)
–
The profit allocated to non-controlling interest for the period
298
256
Dividends paid
(220)
(242)
Closing non-controlling interest at 30 June
1,562
1,742
Moggs Accounting + Advisory Pty Ltd
Opening non-controlling interest at 1 July
1,585
1,468
Additions
–
119
The profit allocated to non-controlling interest for the period
379
330
Dividends paid
(252)
(332)
Closing non-controlling interest at 30 June
1,712
1,585
Count Financial Limited
Opening non-controlling interest at 1 July
2,533
2,507
Disposal
(2,110)
–
The profit allocated to non-controlling interest for the period
140
289
Dividends paid
(563)
(263)
Closing non-controlling interest at 30 June
–
2,533
Accurium Holdings Pty Ltd
Opening non-controlling interest at 1 July
637
676
Additions
859
–
The profit allocated to non-controlling interest for the period
314
175
Dividends paid
(458)
(214)
Closing non-controlling interest at 30 June
1,354
637
Other
Opening non-controlling interest at 1 July
4,768
3,762
Additions
316
777
Disposal
(479)
(29)
The profit allocated to non-controlling interest for the period
673
744
Dividends paid
(845)
(486)
Closing non-controlling interest at 30 June
4,433
4,768
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
79
COUNT ANNUAL REPORT 2024
2024
$’000
2023
$’000
Opening balance
14,760
13,111
Purchase of shares from non-controlling interest holder
(3,021)
(508)
Disposal of shares to non-controlling interest holder
1,575
1,767
Share of net profit for the period
2,295
2,389
Dividends paid by subsidiaries to non-controlling interests
(2,822)
(1,999)
Closing Balance
12,787
14,760
The following information is provided for non-controlling interests that are material to the consolidated entity. Figures are as per
the subsidiaries’ financial statements:
2024
$’000
2023
$’000
Count GC Holdings Pty Ltd
Assets
16,500
14,041
Liabilities
(7,624)
(5,300)
Revenue
13,146
11,576
Net Profit
747
1,283
Kidmans Partners Holdings Pty Ltd
Assets
11,659
10,469
Liabilities
(4,566)
(3,785)
Revenue
8,410
7,916
Net Profit
1,243
829
AdviceCo CA Pty Ltd
Assets
7,506
6,506
Liabilities
(2,454)
(1,688)
Revenue
5,953
5,487
Net Profit
1,242
1,269
Moggs Accounting + Advisory Pty Ltd
Assets
9,895
8,814
Liabilities
4,897
(4,050)
Revenue
7,106
5,893
Net Profit
1,356
916
Count Financial Limited
Assets
193,522
321,926
Liabilities
(186,613)
(306,077)
Revenue
20,794
17,834
Net Profit
2,563
3,287
Accurium Holdings Pty Ltd
Assets
1,819
2,018
Liabilities
(1,235)
(716)
Revenue
6,323
5,735
Net Profit
2,631
2,585
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
80
COUNT ANNUAL REPORT 2024
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
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
Name
Principal place
of business / Country
of Incorporation
2024
%
2023
%
1.
Count GC Holdings Pty Ltd (a)
Australia
69.24%
73.08%
• Count GC Pty Ltd
Australia
100.00%
100.00%
• Digital O2 Pty Ltd
Australia
100.00%
100.00%
• Count Coolangatta Pty Ltd
Australia
100.00%
100.00%
• Count Brisbane CBD Pty Ltd
Australia
100.00%
100.00%
• Specialised Business Solutions Pty Ltd
Australia
61.28%
61.28%
• Collective Resourcing Pty Ltd
Australia
100.00%
100.00%
• Collective Outsourcing Incorporated
Philippines
100.00%
100.00%
2. Bentleys (WA) Pty Ltd
Australia
100.00%
100.00%
• Australian Superannuation & Compliance Pty Ltd
Australia
100.00%
100.00%
3. Beames & Associates Accounting and Financial Services Pty Ltd
Australia
–
100.00%
4. Moggs Accounting + Advisory Pty Ltd
Australia
60.00%
60.00%
5. 4Front Holdings Pty Ltd (a)
Australia
57.56%
51.00%
• 4Front Financial Planning Pty Ltd
Australia
100.00%
100.00%
• 4Front Pty Ltd
Australia
100.00%
100.00%
• 4Front Accountants Pty Ltd
Australia
100.00%
100.00%
• Profile Management Services Pty Ltd
Australia
100.00%
100.00%
• 4Front Mortgage Broking Pty Ltd
Australia
100.00%
100.00%
6. CountPlus One Pty Ltd
Australia
100.00%
100.00%
7.
Evolution Advisers Pty Ltd
Australia
85.00%
85.00%
8. AdviceCo CA Pty Ltd (a)
Australia
67.50%
60.00%
9. Kidmans Partners Holdings Pty Ltd (a)
Australia
64.15%
64.15%
• Kidmans Partners Pty Ltd
Australia
100.00%
100.00%
• Kidmans Partners Mortage Pty Ltd
Australia
100.00%
100.00%
• Kidmans Partners Services Pty Ltd
Australia
100.00%
100.00%
• Kidmans Partners Wealth Pty Ltd
Australia
100.00%
100.00%
10. Unite Advisory Pty Ltd
Australia
69.00%
69.00%
11. Twomeys Group Pty Ltd (a)
Australia
51.05%
54.91%
• Twomeys Pty Ltd
Australia
100.00%
100.00%
• Twomeys Accounting & Advisory Pty Ltd
Australia
100.00%
100.00%
• Addvantage Financial Freedom Pty Ltd
Australia
100.00%
100.00%
• Addvantage Accountants Pty Ltd
Australia
100.00%
100.00%
12. Count Financial Limited
Australia
100.00%
85.00%
13. Countplus FS Holdings Pty Limited (TFS Group)
Australia
100.00%
100.00%
• Total Financial Solutions Australia Pty Ltd (In Liquidation)
Australia
100.00%
100.00%
• TFS Operations Pty Limited
Australia
100.00%
100.00%
14. Accurium Holdings Pty Ltd (a)
Australia
74.96%
85.00%
• Accurium Pty Ltd
Australia
100.00%
100.00%
15. Affinia Financial Advisers Limited
Australia
100.00%
100.00%
16. Solutions Centric Pty Ltd (b)
Australia
51.00%
–
• Solutions Centric Global Private Limited
India
99.99%
–
17. ADVICE389 Pty Ltd
Australia
100.00%
100.00%
18. Count Member Firm Pty Ltd
Australia
100.00%
100.00%
19. Count Member Firm DT Pty Ltd
Australia
100.00%
100.00%
81
COUNT ANNUAL REPORT 2024
Ownership interest
Name
Principal place
of business / Country
of Incorporation
2024
%
20. Diverger Limited (b)
Australia
100.00%
• DWA Managed Accounts Pty Ltd
Australia
100.00%
• Diverger Wealth Protection Pty Ltd
Australia
100.00%
• Diverger Wealth Holdings Pty Ltd
Australia
100.00%
• Diverger Distribution Services Pty Ltd
Australia
100.00%
• Knowledge Shop Pty Ltd
Australia
100.00%
• Diverger Financial Services Pty Ltd
Australia
100.00%
• Merit Wealth Pty Ltd
Australia
100.00%
• Diverger Services Pty Ltd
Australia
100.00%
• Merit Referral Services Pty Ltd
Australia
100.00%
• GPS IP Group Holdings Pty Ltd
Australia
100.00%
• GPS IP Pty Ltd
Australia
100.00%
• GPS Wealth Services Pty Ltd
Australia
100.00%
• GPS Wealth Ltd
Australia
100.00%
• DivergerX Pty Ltd
Australia
100.00%
• PTW Care Pty Ltd
Australia
100.00%
• Personal Insurance Solutions Australia Pty Ltd
Australia
100.00%
• Tax Bytes Pty Ltd
Australia
100.00%
• The SMSF Expert Pty Ltd
Australia
100.00%
• TaxBanter Pty Ltd
Australia
100.00%
• Paragem Pty Limited
Australia
100.00%
• AFSL Compliance Pty Ltd
Australia
100.00%
• Priority Networking Pty Ltd
Australia
100.00%
• Atkinson Saynor Private Wealth Pty Ltd
Australia
55.00%
These entities are consolidated into the respective entities identified above. The class of shares acquired for all the subsidiaries
are ordinary shares.
a) Count’s ownership interest in these entities have changed during the year due to Equity Partnership transactions.
b) These entities were acquired during the year.
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.
Disposal of subsidiaries that resulted in loss of control
On 15 August 2023, Count Limited’s member firm, Adelaide based Crosby Dalwood Pty Ltd and Warnecke & Co completed a
merger to operate under a new entity under the Count brand. The Group’s ownership over the newly formed merged entity
is 45%. This resulted in the Group losing control of the Crosby Dalwood Pty Ltd entity.
On 19 November 2023, Total Financial Solutions Australia Pty Ltd (In Liquidation) (TFSA), a legacy licensee business that cancelled
its Australian Financial Services Licence (AFSL) on 30 June 2020, appointed Administrators as part of a voluntary administration.
On 22 December 2023, TFSA was wound up and Joint and Several Liquidators were appointed thereafter. The Group’s control
over TFSA was lost on the date of the appointment of the voluntary administrators. Accordingly, the Group deconsolidated
TFSA from 19 November 2023.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
82
COUNT ANNUAL REPORT 2024
6.5 Deed of cross guarantee
The following entities are party to a deed of cross guarantee under which each company guarantees the debts of the others:
• Count Limited
• Diverger Limited
By entering into the deed, the wholly-owned entities have been relieved from the requirement to prepare financial statements
and directors' report under Corporations Instrument 2016 / 785 issued by the Australian Securities and Investments Commission.
The above companies represent a 'Closed Group' for the purposes of the Corporations Instrument, and as there are no other
parties to the deed of cross guarantee that are controlled by Count Limited, they also represent the 'Extended Closed Group'.
Set out below is a consolidated statement of profit or loss and other comprehensive income and a consolidated statement
of financial position of Diverger Limited.
Consolidated Statement of Profit or Loss and Other Comprehensive Income
4 Mths to June 2024
$’000
Revenue from contracts with customers
15,374
Other direct costs
(5,824)
Gross margin
9,550
Expenses from ordinary operations
Indirect salaries and employee benefits expenses
(4,622)
Professional fees, consultants and administration expenses
(563)
Depreciation, amortisation and other expenses
(1,464)
Operating profit
2,901
Share of net profit of associates accounted for using equity method
19
Net finance costs
(100)
Profit before income tax expense
2,820
Income tax expense
(740)
Profit before income tax
2,080
Total comprehensive income for the year
2,080
Total comprehensive income for the year is attributable to:
Non-controlling interest
39
Owners of the Company
2,041
2,080
Integration and acquisition costs totalling $665,000 related to the acquisition of Diverger Limited by Count Limited are included
in expenses from ordinary operations.
Equity Movement
2024
$’000
Opening balance – 1 March 2024
36,082
Profits for the year
2,041
Dividends paid
–
Non-controlling recognised in business combination
3
Closing balance
38,126
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
83
COUNT ANNUAL REPORT 2024
Consolidated Statement of Financial Position
2024
$’000
Assets
Current assets
Cash and cash equivalents
4,460
Trade and other receivables
12,667
Contract assets
13,715
Other current assets
1,662
Total current assets
32,504
Non-current assets
Contract assets
40,131
Plant and equipment
97
Right-of-use assets
608
Investments in associates
985
Intangible assets
52,919
Deferred tax assets
19,850
Total non-current assets
114,590
Total assets
147,094
Liabilities
Current liabilities
Trade and other payables
15,312
Contract liabilities
13,359
Provision and employee benefits
1,423
Deferred revenue
1,254
Lease liabilities
583
Provision for contingent consideration
2,203
Current tax liabilities
290
Total current liabilities
34,424
Non-current liabilities
Intra-group payables
9,600
Contract liabilities
39,039
Provisions and employee benefits
209
Lease liabilities
113
Provision for contingent consideration
516
Deferred tax liabilities
25,067
Total non-current liabilities
74,544
Total liabilities
108,968
Net assets
38,126
Equity
Contributed equity
31,028
Retained earnings
5,361
Reserves
169
Equity attributable to the owners of the company
36,558
Non-controlling interest
1,568
Total equity
38,126
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
84
COUNT ANNUAL REPORT 2024
6.6 Parent entity information
The individual financial statements for the parent entity show the following aggregate amounts:
Statement of Financial Position
2024
$’000
2023
$’000
Assets
Current assets
12,553
568
Non-current assets
117,857
68,384
Total assets
130,410
68,952
Liabilities
Current liabilities
3,618
2,066
Non-current liabilities
37,782
11,854
Total liabilities
41,400
13,920
Net assets
89,010
55,032
Equity
Contributed equity
159,492
124,845
Share based payment reserve
664
219
Accumulated losses
(71,146)
(70,032)
89,010
55,032
Statement of Profit or Loss and Other Comprehensive Income
2024
$’000
2023
$’000
Profit for the year
1,740
1,593
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity and some of its subsidiaries are party to a deed of cross guarantee under which each company guarantees
the debts of the others. No deficiencies of assets exist in any of these subsidiaries.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2024 and 30 June 2023.
Capital commitments – property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2024 and 30 June 2023.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the Group, except for the following:
• 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
• 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.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
85
COUNT ANNUAL REPORT 2024
Parent entity financial information
The financial information for the parent entity, Count Limited, disclosed above has 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 Count 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
Count 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 Count 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
Count Limited currently has banking facilities with Westpac Bank. These comprise a $5,000,000 revolving line of credit facility
and a $49,804,000 Bank Bill Business Loan. $39,847,000 was drawn during the year and a bank guarantee of $502,000 has
been provided for property leases.
Share based payments
The grant by the Group of performance rights 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.
6.7 Related party transactions
Parent entity
Count Limited is the parent entity.
Subsidiaries
Transactions between the Company and its subsidiaries during the year consisted of:
• 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
2024
$
2023
$
Short-term employee benefits
1,791,090
2,056,421
Post-employment benefits
119,474
287,307
Long-term benefits
3,515
(10,325)
Share-based payments
229,165
(44,642)
2,143,244
2,288,761
Members of the key management personnel are defined in the Remuneration Report.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
86
COUNT ANNUAL REPORT 2024
Transactions with related parties
The following transactions occurred with related parties:
2024
$’000
2023
$’000
Sale of goods and services
Net fees and commissions received from Colonial First State Group
–
36
Net fees received from directors
11
12
Premises expenses
Catalyst Finance Pty Ltd
232
209
The Southport Unit Trust
359
295
Rosebead Pty Ltd
62
58
Software expense
Elmo Software Limited
–
12
Payments from related parties
As at 30 June 2024, the Commonwealth Bank of Australia held 24.26% of Count Limited’s quoted ordinary shares. During the
year, Count Financial Limited (a majority owned subsidiary) received payments totalling $92,560,000 from the Commonwealth
Bank of Australia in relation to the remediation provision (refer to note 4.1 and 4.2).
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 onboarding those Commonwealth Financial Planning financial advisers and customers that chose to join, or
become 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
Limited, adviser onboarding, training and support and adviser operating costs.
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 related parties
The following balances are outstanding at the reporting date in relation to loans with related parties:
2024
$’000
2023
$’000
Current receivables
Loan to Count Member Firm Pty Ltd
–
2
7
Capital Management
7.1 Contributed equity
2024
Shares
2023
Shares
2024
$’000
2023
$’000
Ordinary shares – fully paid
168,797,227
111,528,888
159,506
124,859
Treasury shares – issued capital held by loan
funded share plan
(2,523,367)
(2,543,213)
(3,297)
(3,323)
166,273,860
108,985,675
156,209
121,536
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Group in proportion
to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Group does
not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share
shall have one vote.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
87
COUNT ANNUAL REPORT 2024
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 $49,804,000, with the Westpac Bank, which has been drawn down by $39,847,000 as at 30 June 2024.
The Group has an overdraft facility of $5,450,000 which was partly drawn down by lease guarantees of $999,000 at 30 June 2024.
In addition, there are seven bank loans in member firms totalling $9,792,171 which have been drawn down by $8,231,000. 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.
Material accounting policy information
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.
7.2 Reserves
2024
$’000
2023
$’000
Acquisition reserve
(44,100)
(48,548)
Share-based payments reserve
584
128
Foreign currency reserve
(63)
9
(43,579)
(48,411)
Movements in reserves
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
Total
$’000
Balance at 1 July 2023
128
(48,548)
9
(48,411)
Foreign currency translation
–
–
(72)
(72)
Transaction with non-controlling interests (NCI)
–
4,448
–
4,448
Share-based payments for long-term incentive plan
456
–
–
456
Balance at 30 June 2024
584
(44,100)
(63)
(43,579)
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 28 to 40.
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.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
88
COUNT ANNUAL REPORT 2024
7.3 Share plans
Long-Term Incentive Plan
The Long-Term Incentive Plans are set out on pages 34 to 37 of this report.
7.4 Interest bearing loans and borrowings
2024
$’000
2023
$’000
Current liabilities
Bank loans – funding facility and other loans
5,538
1,683
Non-current liabilities
Acquisition facility
16,292
11,710
Bank loans – funding facility and other loans
26,248
3,944
42,540
15,654
Refer to note 7.5 for further information on financial instruments risk.
2024
$’000
2023
$’000
Total liabilities
Bank overdraft
5,450
5,450
Bilateral funding facility
59,597
27,397
65,047
32,847
Used at the reporting date
Bank overdraft
1,141
1,141
Bilateral funding facility
48,078
17,337
49,219
18,478
Unused at the reporting date
Bank overdraft
4,309
4,309
Bilateral funding facility
11,519
10,060
15,828
14,369
The interest-bearing loans and borrowings balance is $48,078,000 (Current: $5,538,000 Non-current: $42,540,000) (2023:
Current: $1,683,000 Non-current: $15,654,000) borrowings from Westpac Bank. There are currently thirteen lines of credit with
Westpac Bank.
Count Limited has an overdraft facility with Westpac Bank, the limit is $5,000,000 (2023: $5,000,000). From this facility, bank
guarantees on properties are offset against this balance. 4Front Pty Ltd has an overdraft facility with Westpac Bank, the limit
is $450,000 (2023: $450,000).
Count Limited has a revolving line of credit with Westpac Bank, the limit is currently $49,804,000 (2023: $20,000,000) and
is charged with a variable rate. This three-year facility with Westpac was renewed in February 2024. The rate is determined
with reference to the Bank Bill Swap Bid Rate (BBSY). Reference Rates are published by Thomson Reuters plus a margin.
A guarantee and charge as security for the facility is provided by Count Limited.
Kidmans Partners Pty Ltd has three bank loans with Westpac Bank, the total limit is $1,823,000 repayable between two to 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.
Count GC Holdings Pty Ltd has a bank loan with Westpac Bank, the limit is $2,215,000 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 Count GC Holdings Pty Ltd.
Unite Advisory Pty Ltd has one bank loan with Westpac Bank, the limit is $1,510,000 repayable in under one year. 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 $1,652,000 repayable between one and three years.
In addition, there is a line fee on this facility. A guarantee and charge as security for the facility is provided by 4Front Pty Ltd.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
89
COUNT ANNUAL REPORT 2024
Moggs Accounting + Advisory Pty Ltd has a bank loan with Westpac, the limit is $695,000 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 Moggs Accounting + Advisory
Pty Ltd.
Twomeys Pty Ltd has two bank loans with Westpac Bank, the limit is $1,370,000 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 Twomeys Pty Ltd.
Defaults and breaches
During the current and prior year, there were no defaults or breaches on any of the loans.
Material accounting policy information
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
2023
$’000
Cash flow
$’000
Non-cash
changes
Reclassification
to short-term
$’000
Other changes
$’000
2024
$’000
Short-term borrowings
1,683
4,535
(680)
–
5,538
Long-term borrowings
15,654
17,665
680
8,541
42,540
Total liabilities from financing activities
17,337
22,200
–
8,541
48,078
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:
30 June 2024
Note
Amortised cost
$’000
Total
$’000
Financial assets
Cash and cash equivalents
3.1
25,028
25,028
Trade and other receivables
3.2
44,556
44,556
Contingent cash consideration
3.2
51
51
Total financial assets
69,635
69,635
30 June 2024
Note
Other liabilities
(amortised cost)
$’000
Total
$’000
Financial liabilities
Trade and other payables
3.4
(2,090)
(2,090)
Interest bearing loans and borrowings
7.4
(48,078)
(48,078)
Lease liability
5.3
(13,690)
(13,690)
Contingent cash consideration
3.6
(4,996)
(4,996)
Other liabilities
3.6
(1,115)
(1,115)
Total financial liabilities
(69,969)
(69,969)
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
90
COUNT ANNUAL REPORT 2024
30 June 2023
Note
Amortised cost
$’000
Total
$’000
Financial assets
Cash and cash equivalents
3.1
21,668
21,668
Trade and other receivables
3.2
30,697
30,697
Contingent cash consideration
3.2
13
13
Loans and advances
6.7
2
2
Total financial assets
52,380
52,380
30 June 2023
Note
Other liabilities
(amortised cost)
$’000
Total
$’000
Financial liabilities
Trade and other payables
3.4
(1,873)
(1,873)
Interest bearing loans and borrowings
7.4
(17,337)
(17,337)
Lease liability
5.3
(11,514)
(11,514)
Contingent cash consideration
3.6
(1,586)
(1,586)
Other liabilities
3.6
(800)
(800)
Total financial liabilities
(33,110)
(33,110)
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;
• trade and other payables;
• other liabilities; and
• 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) and the Chief Risk Officer 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 2024, the Group had total bank loans outstanding of $48,078,000 (2023: $17,337,000). The Group also had an overdraft
facility of $5,450,000 of which $1,141,000 is reserved for bank guarantees. $999,000 was partially 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:
2024
$’000
2023
$’000
Change in profit
+1% (100 basis points)
(481)
(173)
-1% (100 basis points)
481
173
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
91
COUNT ANNUAL REPORT 2024
Credit risk
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.
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 2024, the Group’s non-derivative financial liabilities have contractual maturities (including interest payments
where applicable) as summarised below.
30 June 2024
Current within
6 months
$’000
6 to 12 months
$’000
Non-current
1 to 5 years
$’000
Later than 5 years
$’000
Trade and other payables
2,090
–
–
–
Interest bearing loans and borrowings
3,794
3,794
47,287
–
Deferred and contingent cash consideration
3,492
1,370
1,182
–
Lease liabilities
1,668
1,282
7,671
2,456
11,044
6,446
56,140
2,456
This compares to the maturity of the Group’s non-derivative financial liabilities in the previous reporting period as follows:
30 June 2023
Current within
6 months
$’000
6 to 12 months
$’000
Non-current
1 to 5 years
$’000
Later than 5 years
$’000
Trade and other payables
1,873
–
–
–
Interest bearing loans and borrowings
993
974
17,763
–
Deferred and contingent cash consideration
1,124
445
693
–
Lease liabilities
1,730
1,357
4,706
5,783
5,720
2,776
23,162
5,783
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 and other payables, loans, advances
and other receivables and interest-bearing borrowings approximate their fair value.
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure
purposes.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
92
COUNT ANNUAL REPORT 2024
Fair value hierarchy
The following tables detail the Group’s assets and liabilities, measured or disclosed at fair value, using a three level hierarchy,
based on the lowest level of input that is significant to the entire fair value measurement, being:
Level 1
Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date.
Level 2
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
or indirectly.
Level 3
Unobservable inputs for the asset or liability.
2024
Level 1
$’000
Level 2
$’000
Level 3
$’000
Total
$’000
Assets
Contingent consideration receivable
–
–
51
51
Financial liabilities
Contingent consideration payable
–
–
(4,996)
(4,996)
2023
Level 1
$’000
Level 2
$’000
Level 3
$’000
Total
$’000
Assets
Contingent consideration receivable
–
–
13
13
Financial liabilities
Contingent consideration payable
–
–
(1,586)
(1,586)
Contingent consideration receivable
2024
$’000
Balance at the beginning of the period
13
Gain on contingent consideration in the profit or loss
476
Additions to contingent cash consideration for acquisitions of assets, subsidiaries and associates during the year
51
Cash received for settlement of contingent cash consideration
(489)
Closing contingent cash consideration receivable
51
Contingent consideration payable
2024
$’000
Balance at beginning of year
(1,586)
Gain on contingent consideration in the profit or loss
87
Additions to contingent cash consideration for acquisitions of assets, subsidiaries and associates during the year
(4,385)
Cash paid for settlement of contingent cash consideration
888
Closing contingent cash consideration payable
(4,996)
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 2024, 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 contingent consideration is $3,433,713 (2023: $2,011,000).
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.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
93
COUNT ANNUAL REPORT 2024
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:
2024
$
2023
$
Audit Services – Grant Thornton Audit Pty Limited
Audit or review of the financial statements – Count Limited
508,300
399,500
Audit or review of the financial statements and AFSL – Subsidiaries
193,350
60,500
Total Audit Services – Grant Thornton Audit Pty Limited
701,650
460,000
Other Services – Related entity of Grant Thornton Audit Pty Limited
Other services
–
–
Total remuneration of Grant Thornton Audit Pty Limited and related entities
701,650
460,000
8.2 Contingencies
Contingent assets
The Group has no contingent assets as at 30 June 2024 (2023: nil).
Contingent liabilities
Class action lawsuit
Class action proceedings were filed by Piper Alderman in the Federal Court of Australia against Count Limited’s subsidiary firm,
Count Financial Limited. The proceedings seek financial compensation and relate to commissions paid to Count Financial
and its authorised representative financial advisers and certain obligations of its financial advisers to provide ongoing advice
in the period 21 August 2014 to 21 August 2020.
Count Limited acquired Count Financial from Commonwealth Bank of Australia (CBA) on 1 October 2019. CBA has provided an
indemnity to Count Limited in relation to certain conduct that occurred prior to and after the acquisition of Count AFSL by Count
Limited for an amount of $520M.
The trial commenced in the Federal Court of Australia on 4 March 2024 before Justice Halley and concluded after 12 days on
22 March 2024. A judgement has not yet been received. .
Claim against Total Financial Solutions Australia Pty Ltd (In Liquidation)
On 19 November 2023, Total Financial Solutions Australia Pty Ltd (In Liquidation) (TFSA), a legacy licensee business that cancelled
its Australian Financial Services Licence (AFSL) on 30 June 2020, appointed administrators as part of a voluntary administration.
On 22 December 2023, TFSA was wound up and Joint and Several Liquidators were appointed thereafter.
The Group’s control over TFSA was lost on the date of the appointment of the voluntary administrators. Accordingly, the Group
deconsolidated TFSA from 19 November 2023. The matter is being defended on behalf of TFSA and insurers.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
94
COUNT ANNUAL REPORT 2024
8.3 Commitments
Capital commitments
The Group has total capital commitments of $999,000 (2023: $546,000), to various landlords in the form of bank guarantees.
No material losses are anticipated in respect of these guarantees.
8.4 Summary of other material accounting policies
Material accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies
have been consistently applied to all the years presented, unless otherwise stated. The financial statements are for the Group /
Consolidated entity consisting of Count Limited and its subsidiaries.
Basis of preparation
These consolidated general-purpose financial statements have been prepared in accordance with Australian Accounting
Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards
Board and the Corporations Act 2001. Count Limited is a for-profit entity for the purpose of preparing the financial statements.
Both the functional and presentation currency of Count Limited and its subsidiaries is Australian dollars ($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, Count 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 6.6.
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.
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.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
95
COUNT ANNUAL REPORT 2024
Accounting standards and interpretations issued but not yet effective
Certain new accounting standards and interpretations have been published that are not mandatory for the 30 June 2024
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.
• AASB 2021–2 Amendments to Australian Accounting Standards – Disclosure of Accounting Policies and Definition of
Accounting Estimates
• AASB 2021–5 Amendments to Australian Accounting Standards – Deferred Tax related to Assets and Liabilities arising from
a Single Transaction
• AASB 2022–7 Editorial Corrections to Australian Accounting Standards and Repeal of Superseded and Redundant Standards
Principles of consolidation
Subsidiaries
The consolidated financial statements incorporate the assets and liabilities of Count Limited and its subsidiaries as at
30 June 2024 and the results of Count Limited and its subsidiaries for the year then ended. Count 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 Consolidated Statement of Profit
or Loss and Other Comprehensive Income, Consolidated Statement of Financial Position and Consolidated Statement of
Changes in Equity of the Group.
Investments in subsidiaries are accounted for at cost in the financial statements of Count 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 Long-Term Incentive 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.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
96
COUNT ANNUAL REPORT 2024
Foreign currency transactions
The financial statements are presented in Australian dollars, which is Count 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:
• 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:
• the entities’ business model for managing the financial asset; and
• the contractual cash flow characteristics of the financial assets.
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVPL):
• they are held within a business model that aims 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.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
97
COUNT ANNUAL REPORT 2024
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.
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:
• 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
Trade and other receivables and contract assets are initially recognised at fair value and subsequently measured at amortised
cost using the effective interest method, less any allowance for expected credit losses. 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.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
98
COUNT ANNUAL REPORT 2024
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.
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.
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 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.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
99
COUNT ANNUAL REPORT 2024
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 2024, Count Limited acquired the remaining shareholding of Accurium Holdings Pty Limited for $2,651,000. Accurium
Holdings Pty Limited is a wholly-owned subsidiary from 1 July 2024.
On 1 August 2024, Count Limited’s member firm Kidmans Partners acquired the accounting and financial planning business
of Zanacorp. The total consideration for this acquisition was $2,100,000.
On 29 August 2024, the Directors resolved to declare a final dividend of 2.25 cents (fully franked) to be paid on Wednesday
9 October 2024 (Record date Friday 20 September 2024).
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.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
100
COUNT ANNUAL REPORT 2024
Ownership interest
Name
Principal place
of business / Country
of Incorporation
Australian resident
or foreign resident
(for tax purpose)
2024
%
2023
%
1.
Count GC Holdings Pty Ltd
Australia
Australia
69.24%
73.08%
• Count GC Pty Ltd
Australia
Australia
100.00%
100.00%
• Digital O2 Pty Ltd
Australia
Australia
100.00%
100.00%
• Count Coolangatta Pty Ltd
Australia
Australia
100.00%
100.00%
• Count Brisbane CBD Pty Ltd
Australia
Australia
100.00%
100.00%
• Specialised Business Solutions Pty Ltd
Australia
Australia
61.28%
61.28%
• Collective Resourcing Pty Ltd
Australia
Australia
100.00%
100.00%
• Collective Outsourcing Incorporated
Philippines
Foreign
100.00%
100.00%
2. Bentleys (WA) Pty Ltd
Australia
Australia
100.00%
100.00%
• Australian Superannuation & Compliance Pty Ltd
Australia
Australia
100.00%
100.00%
3. Beames & Associates Accounting and Financial Services Pty Ltd
Australia
Australia
–
100.00%
4. Moggs Accounting + Advisory Pty Ltd
Australia
Australia
60.00%
60.00%
5. 4Front Holdings Pty Ltd
Australia
Australia
57.56%
51.00%
• 4Front Financial Planning Pty Ltd
Australia
Australia
100.00%
100.00%
• 4Front Pty Ltd
Australia
Australia
100.00%
100.00%
• 4Front Accountants Pty Ltd
Australia
Australia
100.00%
100.00%
• Profile Management Services Pty Ltd
Australia
Australia
100.00%
100.00%
• 4Front Mortgage Broking Pty Ltd
Australia
Australia
100.00%
100.00%
6. CountPlus One Pty Ltd
Australia
Australia
100.00%
100.00%
7.
Evolution Advisers Pty Ltd
Australia
Australia
85.00%
85.00%
8. AdviceCo CA Pty Ltd
Australia
Australia
67.50%
60.00%
9. Kidmans Partners Holdings Pty Ltd
Australia
Australia
64.15%
64.15%
• Kidmans Partners Pty Ltd
Australia
Australia
100.00%
100.00%
• Kidmans Partners Mortage Pty Ltd
Australia
Australia
100.00%
100.00%
• Kidmans Partners Services Pty Ltd
Australia
Australia
100.00%
100.00%
• Kidmans Partners Wealth Pty Ltd
Australia
Australia
100.00%
100.00%
10. Unite Advisory Pty Ltd
Australia
Australia
69.00%
69.00%
11. Twomeys Group Pty Ltd
Australia
Australia
51.05%
54.91%
• Twomeys Pty Ltd
Australia
Australia
100.00%
100.00%
• Twomeys Accounting & Advisory Pty Ltd
Australia
Australia
100.00%
100.00%
• Addvantage Financial Freedom Pty Ltd
Australia
Australia
100.00%
100.00%
• Addvantage Accountants Pty Ltd
Australia
Australia
100.00%
100.00%
12. Count Financial Limited
Australia
Australia
100.00%
85.00%
13. Countplus FS Holdings Pty Limited (TFS Group)
Australia
Australia
100.00%
100.00%
• Total Financial Solutions Australia Pty Ltd (In Liquidation)
Australia
Australia
100.00%
100.00%
• TFS Operations Pty Limited
Australia
Australia
100.00%
100.00%
14. Accurium Holdings Pty Ltd
Australia
Australia
74.96%
85.00%
• Accurium Pty Ltd
Australia
Australia
100.00%
100.00%
15. Affinia Financial Advisers Limited
Australia
Australia
100.00%
100.00%
16. Solutions Centric Pty Ltd
Australia
Australia
51.00%
–
• Solutions Centric Global Private Limited
India
Foreign
99.99%
–
17. ADVICE389 Pty Ltd
Australia
Australia
100.00%
100.00%
18. Count Member Firm Pty Ltd
Australia
Australia
100.00%
100.00%
19. Count Member Firm DT Pty Ltd
Australia
Australia
100.00%
100.00%
20. Countplus Employee Share Trust
N/A
Australia
N/A
N/A
Consolidated Entity Disclosure Statement
As at 30 June 2024
101
COUNT ANNUAL REPORT 2024
Ownership interest
Name
Principal place
of business / Country
of Incorporation
Australian resident
or foreign resident
(for tax purpose)
2024
%
21. Diverger Limited
Australia
Australia
100.00%
• DWA Managed Accounts Pty Ltd
Australia
Australia
100.00%
• Diverger Wealth Protection Pty Ltd
Australia
Australia
100.00%
• Diverger Wealth Holdings Pty Ltd
Australia
Australia
100.00%
• Diverger Distribution Services Pty Ltd
Australia
Australia
100.00%
• Knowledge Shop Pty Ltd
Australia
Australia
100.00%
• Diverger Financial Services Pty Ltd
Australia
Australia
100.00%
• Merit Wealth Pty Ltd
Australia
Australia
100.00%
• Diverger Services Pty Ltd
Australia
Australia
100.00%
• Merit Referral Services Pty Ltd
Australia
Australia
100.00%
• GPS IP Group Holdings Pty Ltd
Australia
Australia
100.00%
• GPS IP Pty Ltd
Australia
Australia
100.00%
• GPS Wealth Services Pty Ltd
Australia
Australia
100.00%
• GPS Wealth Ltd
Australia
Australia
100.00%
• DivergerX Pty Ltd
Australia
Australia
100.00%
• PTW Care Pty Ltd
Australia
Australia
100.00%
• Personal Insurance Solutions Australia Pty Ltd
Australia
Australia
100.00%
• Tax Bytes Pty Ltd
Australia
Australia
100.00%
• The SMSF Expert Pty Ltd
Australia
Australia
100.00%
• TaxBanter Pty Ltd
Australia
Australia
100.00%
• Paragem Pty Ltd
Australia
Australia
100.00%
• AFSL Compliance Pty Ltd
Australia
Australia
100.00%
• Priority Networking Pty Ltd
Australia
Australia
100.00%
• Atkinson Saynor Private Wealth Pty Ltd
Australia
Australia
55.00%
All entities above are body corporates except for the Countplus Employee Share Trust which is a Trust.
Basis of preparation
This consolidated entity disclosure statement (CEDS) has been prepared in accordance with the Corporations Act 2001 and
includes information for each entity that was part of the consolidated entity as at the end of the financial year in accordance
with AASB 10 Consolidated Financial Statements.
Determination of tax residency
Section 295 (3A) (vi) of the Corporation Act 2001 defines tax residency as having the meaning in the Income Tax Assessment
Act 1997. The determination of tax residency involves judgement as there are different interpretations that could be adopted,
and which could give rise to a different conclusion on residency.
In determining tax residency, the consolidated entity has applied the following interpretations:
• Australian tax residency
The consolidated entity has applied current legislation and judicial precedent, including having regard to the Tax
Commissioner's public guidance in Tax Ruling TR 2018/5.
• Foreign tax residency
Where necessary, the consolidated entity has used independent tax advisers in foreign jurisdictions to assist in its
determination of tax residency to ensure applicable foreign tax legislation has been complied with (see section 295(3A)
(vii) of the Corporations Act 2001).
Consolidated Entity Disclosure Statement
As at 30 June 2024
102
COUNT ANNUAL REPORT 2024
103
COUNT ANNUAL REPORT 2024
Directors
Ray Kellerman
Chair
Alison Ledger
Independent Non-Executive Director
Kate Hill
Independent Non-Executive Director
Carolyn Colley
Independent Non-Executive Director
Tim Martin
Independent Non-Executive Director
Hugh Humphrey
Managing Director and Chief Executive Officer
Corporate Directory
Chief Financial and
Operating Officer
Laurent Toussaint
Resignation effective
29 September 2023
Chief Financial Officer
Keith Leung
Appointed 2 October 2023
Company Secretary
Laurent Toussaint
Resigned 29 September 2023
Doug Richardson
Principal Registered
Office in Australia
Level 11
45 Clarence Street
Sydney NSW 2000
Telephone +61 2 8218 8778
Share Registry
Computershare Investor
Services Pty Ltd
6 Hope Street
Ermington NSW 2115
Telephone +61 2 8234 5000
Independent Auditor
Grant Thornton Audit Pty Ltd
Level 17, 383 Kent Street
Sydney NSW 2000
Telephone +61 2 8297 2400
Solicitors
Baker McKenzie
Level 46, Tower One
International Towers Sydney
100 Barangaroo Avenue
Barangaroo NSW 2000
Telephone +61 2 9225 0200
Banker
Westpac Banking Corporation
Stock Exchange Listing
Count Limited shares are listed
on the Australian Securities Exchange
(ASX code: CUP)
Website Address
www.count.au
ABN
11 126 990 832
104
COUNT ANNUAL REPORT 2024
1.
In the opinion of the Directors of Count Limited:
a. The consolidated financial statements and notes of Count 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 2024 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 Count Limited will be able to pay its debts as and when they become
due and payable.
c. The consolidated entity disclosure statement on page 101 is true and correct.
d. at the date of this declaration, there are reasonable grounds to believe that the members of the extended closed
group identified in note 6.5 will be able to meet any liabilities to which they are, or may become, subject by virtue
of the deed of cross guarantee described in note 6.5.
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 2024.
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
Chair
30 August 2024
Sydney
Directors’ Declaration
105
COUNT ANNUAL REPORT 2024
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
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.
Independent Auditor’s Report
To the Members of Count Limited
Report on the audit of the financial report
Opinion
We have audited the financial report of Count Limited (the Company) and its subsidiaries (the Group), which
comprises the consolidated statement of financial position as at 30 June 2024, 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 material accounting policy information, the consolidated entity disclosure statement
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 2024 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.
Independent Auditor’s Report
To the members of Count Limited
106
COUNT ANNUAL REPORT 2024
Grant Thornton Audit Pty Ltd
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.
We have determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matter
How our audit addressed the key audit matter
Business combinations (Note 6.1)
During the year, the Group acquired 100% of Diverger
Limited for $46,544,000, which resulted in goodwill
being recognised of $40,351,000.
In addition, the Group also made the following
significant acquisitions which resulted in $1,992,000 of
goodwill being recognised:
•
On 5 April 2024 Count Limited acquired a 51%
shareholding in Solutions Centric Pty Ltd for
$2,144,000; and
•
On 5 April 2024, Count Limited’s subsidiary Count
GC Pty Ltd acquired the business operations of
Jonathan Grant for $1,479,000.
These transactions have been accounted for in
accordance with AASB 3: Business Combinations. This
is a key audit matter as it is complex and includes a
high degree of estimation uncertainty and judgment
when determining fair value of acquired assets and
liabilities.
Our procedures included, amongst others:
•
documenting our understanding of management’s
processes and controls in relation to business
acquisitions;
•
obtaining the purchase agreements and
managements accounting memorandum to confirm
the key terms of the agreements;
•
obtaining the acquisition balance sheet of the
acquired entities and agreeing material balances to
supporting information;
•
evaluating the forecasts provided by management
upon which the valuations were based by
assessing forecast revenues and operating costs
based on our knowledge of the market and sector
trends;
•
engaging 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
methodologies; and
-
challenging the assumptions used were
reasonable and supportable.
•
assessing the competence, capabilities and
objectivity of management’s independent expert
and assessing the reasonableness of their
conclusions;
•
assessing, challenging and applying professional
scepticism around management’s assessment and
treatment of any deferred consideration; and
•
assessing the appropriateness of the accounting
treatment of the acquisition in with AASB 3 and
evaluating the appropriateness of the disclosure of
the acquisition in the Group financial statements.
Independent Auditor’s Report
To the members of Count Limited
107
COUNT ANNUAL REPORT 2024
Grant Thornton Audit Pty Ltd
Key audit matter
How our audit addressed the key audit matter
Recoverable amount of intangible assets (Note 5.1)
As at 30 June 2024, the Group’s intangible assets of
$121,014,000 consist of goodwill, acquired client
relationships/advisor networks, brands, IT software and
other intangible assets.
AASB 136: Impairment of Assets requires that, for the
purposes of impairment testing, goodwill acquired in a
business combination be allocated to each of the
Group’s cash-generating units (CGU). Each CGU to
which goodwill has been allocated must be tested for
impairment annually.
Management has assessed that the group has six
CGUs and has allocated the goodwill and other
intangible assets to these CGUs.
Management has tested the CGUs for impairment by
comparing their carrying amounts with their
recoverable amounts. The recoverable amounts were
determined using value-in-use models.
This is a key audit matter due to the significant
judgements required to determine the appropriate
CGUs and the inherent estimation uncertainty in
calculating the recoverable amount.
Our procedures included, amongst others:
•
enquiring with management to obtain and document
an understanding of their processes and controls
related to the assessment of impairment, including
identification of impairment indicators, determination
of CGUs and the calculation of the recoverable
amount for each CGU;
•
obtaining management’s value-in-use calculations
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 CGU’s assets;
-
reviewing discount rates applied to forecasted
future cash flows;
-
performing sensitivity analysis on the
significant inputs in preparing the calculation;
and
-
evaluating the value-in-use models against the
requirements of AASB 136;
•
consulting with our valuation experts on the
appropriateness of the value in use model and the
discount rate calculated by management’s expert;
and
•
assessing the adequacy of the Group’s disclosures
in the financial statements.
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 2024, 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:
a the financial report that gives a true and fair view in accordance with Australian Accounting Standards
and the Corporations Act 2001 (other than the consolidated entity disclosure statement); and
Independent Auditor’s Report
To the members of Count Limited
108
COUNT ANNUAL REPORT 2024
Grant Thornton Audit Pty Ltd
b the consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
i
the financial report that gives a true and fair view and is free from material misstatement, whether due
to fraud or error; and
ii
the consolidated entity disclosure statement that is true and correct and is free of 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.
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
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, 30 August 2024
Opinion on the remuneration report
We have audited the Remuneration Report included in pages 28 to 40 of the Directors’ report for the year
ended 30 June 2024.
In our opinion, the Remuneration Report of Count Limited, for the year ended 30 June 2024 complies with
section 300A of the Corporations Act 2001.
Independent Auditor’s Report
To the members of Count Limited
109
COUNT ANNUAL REPORT 2024
The shareholder information set out below was applicable as at 31 July 2024.
Distribution of equitable securities
Analysis of the number of equitable security holders by size of holding:
Listed Ordinary Shares – Fully Paid
Number of Holders
Number of Shares
1 to 1,000
420
241,242
1,000 to 5,000
740
1,862,671
5,001 to 10,000
298
2,338,417
10,001 to 100,000
600
20,053,443
100,001 and over
165
144,301,454
2,223
168,797,227
Holding less than a marketable parcel
309
136,289
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Listed Ordinary Shares – Fully Paid
Number Held
% of Total Shares
1
COLONIAL HOLDING COMPANY LTD
40,945,747
24.26
2
HUB24 LIMITED
19,499,639
11.55
3
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
10,032,410
5.94
4
NATIONAL NOMINEES LIMITED
3,682,357
2.18
5
MR BARRY MARTIN LAMBERT
3,300,000
1.96
6
PACIFIC CUSTODIANS PTY LIMITED
2,523,367
1.49
7
ROWE HEANEY SUPER FUND PTY LTD
2,500,000
1.48
8
MR KEVIN WILLIAM WHITE + MRS MARGARET KATHLEEN WHITE
2,500,000
1.48
9
A.C.N. 098 682 556 PTY LTD
2,346,667
1.39
10
SANTOS L HELPER PTY LTD
2,100,000
1.24
11
MR RAYMOND JOHN KELLERMAN + MRS RUTH KELLERMAN
2,000,000
1.18
12
MR PETER GEOFFREY HOLLICK
1,872,000
1.11
13
MR JOSEPH ZANCA + MRS SZERENKE ZANCA
1,840,000
1.09
14
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
1,704,536
1.01
15
RK SYDNEY PTY LTD
1,600,000
0.95
16
ZANACORP FINANCIAL GROUP PTY LTD
1,543,750
0.91
17
BNP PARIBAS NOMINEES PTY LTD
1,453,515
0.86
18
DMX CAPITAL PARTNERS LIMITED
1,280,604
0.76
19
COLONIAL FIRST STATE INV LTD <7749080 RITCHIE A/C>
1,162,528
0.69
20
MR GRAHAME DAVID EVANS + MRS CATHERINE JANE EVANS
1,000,083
0.59
104,887,203
62.14
Substantial holders
Listed Ordinary Shares – Fully Paid
Number Held
% of Total Shares
1
Colonial Holding Company Ltd
40,945,747
24.26
2
HUB24 Limited
19,499,639
11.55
3
Ryder Capital Ltd
9,618,576
5.7
70,063,962
41.51
ASX Additional Information
110
COUNT ANNUAL REPORT 2024
Investors’ Information
Share Trading
Count Limited’s fully paid ordinary shares are listed on the
Australian Stock Exchange (ASX) and are traded under the
code CUP.
Voting Rights
At a General Meeting, every member present in person
or by proxy or attorney, or in the case of a corporation by
a representative duly authorised under the seal of that
corporation, has one vote on a show of hands and in the
event of a poll, one vote for each fully paid ordinary share
held by the member. Options carry no voting rights.
Shareholders’ Enquiries
Investors seeking information regarding their shareholding
or wishing to change their address, should contact our
share registry:
Computershare Investor Services Pty Ltd
Address
6 Hope Street
Ermington NSW 2115
Telephone
1300 850 505
+61 2 8234 5000
Fax
+61 2 8235 8150
Any other enquiries relating to Count Limited can be directed
to Count at:
Postal Address
GPO Box 1453
Sydney NSW 2001
Telephone
+61 2 8218 8778
Email
info@count.au
111
COUNT ANNUAL REPORT 2024
The
confidence
to look
ahead