Litigation Capital Management
Annual Report 2017

Plain-text annual report

Litigation Capital Management Limited ACN 608 667 509 ANNUAL REPORT 2017 ANNUAL REPORT 2017 1 LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 5092 LITIGATION CAPITAL MANAGEMENT LIMITED Contents Chairman’s Letter Chief Executive’s Report 2017 Directors’ Report Annual Financial Report for the year ended 30 June 2017 Shareholder Information 3 5 9 23 58 ANNUAL REPORT 2017 1 LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509DIRECTORS’ REPORTChairman’s Letter To leverage the ongoing increase in international and domestic activity, following the IPO we made a key hire in the international arbitration area and opened a Melbourne office. As we organically generate further capital we will seek to apply it to other attractive growth opportunities. I commend to you the report of our Chief Executive Officer, Patrick Moloney, for further details on our business and the exciting prospects ahead. We as a Board are confident of the path ahead for the Company through FY18 and beyond. On behalf of the Board, I take this opportunity to thank my fellow directors and all LCM employees, both existing and new, for their efforts during FY17. As a Board we are committed to delivering value to our long standing and many new shareholders. FY18 is shaping up to be a year of material progress for LCM and I look forward to welcoming those shareholders who can attend our AGM in November. Yours sincerely, Dr David King Chairman Dear Shareholders, It is my pleasure to present to you the Litigation Capital Management (LCM) 2017 Annual Report – our first as an ASX-listed company following our successful IPO in December 2016 – and to be able to report good progress in all aspects of our business. Post our strategic decision to transition through the IPO process from a largely externally financed business to an internally financed business, we have continued to invest in people and systems and to grow our business. The transition to listed company status, with prescribed reporting timetables, has presented some challenges, as we operate in an industry where the timing and quantum of recoveries from successful litigation projects is very difficult to predict with precision. These timing issues prevented the Company from achieving the annual profit forecast in the IPO Prospectus, however we remain pleased with the progress in all of our litigation projects and are confident on the progress to profitability in the near term. Encouragingly, we effectively operated at break even during the second half of the financial year. Our litigation project performance over the last 6 financial years has been exemplary with a 2.4 times return on invested capital over an average 26 month period at an IRR of 81%. We are very comfortable with the composition and maturation profile of our litigation project portfolio, which stands at almost $1 billion, and the scale of our estimated $2 billion litigation project pipeline which shows no signs of abating. As one of the longest standing and one of the few listed litigation financing entities in the world, LCM is very well positioned to capitalise on a global environment which is seeing rapid and dynamic change in the sector from both a capital and corporate recognition perspective. ANNUAL REPORT 2017 3 LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509DIRECTORS’ REPORTChief Executive’s Report 2017 2017 Financial Results As shareholders know, Litigation Capital Management Limited (LCM) successfully completed its Initial Public Offering (IPO) and listed on the Australian Securities Exchange in December 2016. LCM’s financial performance during the 2017 financial year reflects its transition from a private company into a publicly listed and tradeable entity. Whilst timing issues prevented LCM from achieving the annual profit forecast in the IPO Prospectus, the Board however remain pleased with the progress of the company towards profitability. Overall, the statutory loss posted by LCM during the 2017 financial year was incurred in the first half and prior to its listing. During the second half, as a listed entity, LCM effectively broke even giving the Board confidence that its transition into profitability is well under way. During LCM’s preparation for its IPO, significant expenses and overheads were incurred to render the company ready for listing and adequately prepared to further pursue its objectives in LCM’s target litigation finance markets. LCM also transitioned from an external funds management model to funding litigation projects on its own balance sheet. Those factors created a temporary mismatch between LCM’s corporate overheads and its revenue. Whilst the Board had anticipated that the transition would be completed during the 2017 financial year, that milestone was not achieved due to a single litigation project not resolving within that financial year. The particular litigation project remains part of LCM’s portfolio of projects under management and is expected to complete comfortably within the 2018 financial year. Indeed, management is confident that the delay in the resolution of that project will result in better than forecast returns. The Board deliberately adopted a conservative plan for the first 12 months of LCM’s operations to ensure that its transition to a public entity was a success. In approaching the 12 month mark since listing, the Board is very happy with the regulatory and other systems which were implemented to ensure the smooth transition and ongoing operations as a listed entity. In achieving its first 12 months of operations as a public entity, LCM is well placed to take advantage of many opportunities available to it in an industry which is growing at a rapid rate both within Asia-Pacific and world-wide. Key Achievements Since Listing LCM completed two litigation projects during the 2017 financial year. As noted above, a third large and multi case litigation project which was forecast to complete in 2017 was moved into the 2018 accounting period. Both of the two projects completed within FY17 exceeded forecast returns. In terms of investments those two projects displayed exceptional financial returns. When the two litigation projects completed in 2017 are considered in aggregate, they generated an IRR of 480%, 3.8 times ROIC over a period of 18 months. With the inclusion of the two litigation projects completed in the 2017 financial year, LCM’s financial performance for the six financial years to 30 June 2017 shows an IRR of 81% at 2.4 times with an average time to completion of 26 months. The performance figures include all projects including projects which yielded a loss. The Board is confident that LCM will continue to generate high returns as its business grows. LCM has increased the size of its litigation projects under management significantly. At the time of the IPO LCM managed litigation projects with a gross claim size of approximately $380 million. LCM’s current portfolio of litigation projects under management has an aggregate gross claim size of almost $1 billion. In increasing the size of its portfolio of litigation projects, LCM has not only increased the number of projects under management but also the size of projects under management. During the same period, LCM has increased the capital invested in its litigation projects by 92 percent. ANNUAL REPORT 2017 5 LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509practitioner in international arbitration. Jonathan has worked in private practice in most of the international centres where arbitration takes place including Europe and Asia. Jonathan has also worked within the ICC International Court of Arbitration. Jonathan brings to LCM vast experience in the international arbitration industry as well as a considerable network of contacts both in Asia-Pacific and Europe. LCM is in the process of considering in excess of 20 applications for funding of disputes in international arbitration. The Board believes that many opportunities will become available as the market in international arbitration matures through the Asia-Pacific region. Also during 2017 LCM established an office in Melbourne to better serve the Victorian litigation market. Melbourne, being the second largest economic hub in Australia, provides many opportunities for the deployment of capital into litigation projects in insolvency, commercial and corporate litigation as well as class actions. Melbourne also provides, albeit a smaller market, opportunities in arbitration. Since establishing its Melbourne office, LCM has seen an increase in applications for litigation finance from the Victorian jurisdiction. In addition to increasing its portfolio of litigation projects under management, LCM’s pipeline of investments it is currently considering and subjecting to due diligence has increased from approximately $1.3 billion at the time of the IPO to almost $2 billion presently. The Board is very pleased with not only the increase in the size of its portfolio of projects under management but also the mix of those projects referable to industry sectors and risk. The Board is also very pleased with the progress achieved by LCM in offering litigation funding and finance products into markets previously outside its capacity. An example of the opportunities and markets becoming available to LCM is the international arbitration space. During 2017, the Parliaments of both Singapore and Hong Kong passed legislation to abolish the doctrines of maintenance and champerty in relation to international arbitrations conducted within those jurisdictions. The passing of that legislation permits litigation funding and finance products to be utilised by parties to international arbitrations in both Singapore and Hong Kong. Both of those jurisdictions have exceptionally large markets for the resolution of international disputes through arbitration. The provision of litigation funding and finance into the international arbitration space is growing internationally as well as in the Asia-Pacific markets. During 2017 LCM moved to establish the necessary skill-sets within its business to provide funding into the international arbitration space. In mid-2017, after a thorough international search, LCM employed Jonathan Barnett, an experienced lawyer and way as other projects. Litigation funding is highly relevant, just like funding for any “We run large claims in the same other investment or project.” Cameron Ford, Corporate Counsel at Rio Tinto 6 LITIGATION CAPITAL MANAGEMENT LIMITED LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509CHIEF EXECUTIVE’S REPORT 2017Litigation Finance Market and Opportunities The market for litigation finance and funding products has matured and grown at an astonishing rate over the past few years. The industry has grown well beyond its humble beginnings in Australia in the late 1990’s. Litigation finance or litigation funding, as it was then known, was first established in Australia as a means by which insolvency practitioners could pursue meritorious claims in a company subject to external administration. During the early 2000’s the provision of litigation funding spread to parties who did not have the financial capacity to pursue meritorious claims. The provision of finance associated with litigation or dispute resolution is now accepted as a legitimate form of corporate finance and is being used and considered by sophisticated and well capitalised corporate entities. The development of litigation finance as a corporate finance product has developed most significantly in the past few years. The maturing of the market place such that litigation finance is now widely used as a tool to increase a company’s profitability and manage risk, has exponentially expanded the overall market and the opportunities available to LCM. As noted by Cameron Ford, Corporate Counsel at Rio Tinto: “We run large claims in the same way as other projects. Litigation funding is highly relevant, just like funding for any other investment or project.” The use of litigation funding or litigation finance by a large multi-national company such as Rio Tinto was unthinkable when the industry commenced to service the needs of insolvency practitioners and impecunious plaintiffs. Indeed the use of litigation finance by a corporate entity such as Rio Tinto would not have been a consideration even five years ago. The acceptance and use of litigation finance by the corporate sector increases LCM’s opportunities very significantly. Most importantly, LCM has the market advantage of being one of only a small handful of litigation financiers worldwide who is listed. Sophisticated corporations worldwide have been far more accepting of litigation finance as a corporate funding product from entities who are regulated and have the transparency of a public listing. LCM expects that the market for providing litigation finance and risk management services to large corporates will continue to increase in the coming years. As briefly noted above, LCM has positioned itself to take advantage of the legislative changes which have occurred in the jurisdictions of Singapore and Hong Kong relating to international arbitrations. Arbitration is simply an alternative method of dispute resolution to Court based litigation. Arbitration is being used increasingly by multi-nationals as an alternative to litigation. LCM is well placed to take advantage of the increased use of arbitration for dispute resolution and the expanding markets in the Asia-Pacific region. LCM continues to see an increase in applications for litigation finance consequent upon its increased public profile through public listing. In addition to an increased number of applications, LCM is seeing a shift in the quality and size of litigation disputes or cases in which it is requested to assist. The provision of litigation finance in respect of larger claims increases significantly the efficiency and the returns expected in respect of litigation projects. ANNUAL REPORT 2017 7 LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509CHIEF EXECUTIVE’S REPORT 20178 LITIGATION CAPITAL MANAGEMENT LIMITED Directors’ Report The Directors of Litigation Capital Management Limited (LCM) present their report together with the annual financial report of the consolidated entity consisting of LCM and its subsidiaries (collectively LCM Group) for the period ended 30 June 2017 and the auditors’ report thereon. The comparative information presented in the consolidated financial statements is that of the consolidated financial statements of LCM Litigation Fund Pty Ltd which was acquired by LCM on 16 November 2015. LCM Litigation Fund Pty Ltd was deemed to be the acquirer for accounting purposes. LCM listed on the ASX on 13 December 2016 (ASX: LCA). 1. Directors David is a Fellow of the Australian Institute of Company Directors, a Fellow of the Australasian institute of Mining and Metallurgy and a Fellow of the Australian Institute of Geoscientists. David is Non- executive Chairman of Galilee Energy Ltd and Cellmid Ltd and a Non-executive director of African Petroleum Corporation Ltd. Directorships of listed companies (last 3 years): Current directorships Galilee Energy Limited (ASX: GLL) – Non-executive Director since 24 September 2013 and Chairman since 30 October 2013; Cellmid Limited (ASX:CDY) – Non-executive Director and Chairman since 18 January 2008; African Petroleum Corporation, Oslo Axess-listed – Chairman (since May 2016). The Directors of LCM at any time during or since the end of the financial period are: Previous directorships ■ Dr David King – Chairman ■ Mr Patrick Moloney ■ Mr Steven McLean Particulars of the skills, experience, expertise and responsibilities of the Directors at the date of this report are set out below: David King Non-executive Independent Chairman PhD, MSc, FAusIMM, FAICD Appointed Director and Chairman in October 2015 David was a founder and Non-executive Director of Sapex Ltd, Gas2Grid Ltd and Eastern Star Gas Ltd. He has substantial natural resource related experience, having previously served as managing director of North Flinders Mines Ltd and CEO of Beach Petroleum and Claremont Petroleum. Robust Resources Limited, Republic Gold Limited and Tengri Resources Limited. Patrick Moloney Managing Director LLB Appointed Director in 2003 and Managing Director in December 2013 Patrick has been an Executive Director of LCM since 1 December 2013. He was a Non-executive Director from 2003. Patrick was previously the principal of Moloney Lawyers, which he established in 2003 and specialised in commercial litigation and had a diverse client base. Patrick has acted in more than 200 commercial litigation cases for clients in the District Court of NSW, the Supreme Court of NSW, the Federal Court of Australia and the High Court of Australia. Patrick was admitted to practice law in 1996. ANNUAL REPORT 2017 9 LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509Prior to establishing his own firm, Patrick was an employed solicitor for 3 years and then a partner in the firm of Eddy Moloney for 4 years. Patrick is also the Chairman of 101 Capital Pty Ltd, the holder of a current Australian Financial Services Licence, which was formerly the Responsible Entity of a registered Managed Investment Scheme which raised significant monies from investors and operated an enhanced equity income strategy. Steven McLean Non-executive Director BEc Appointed Director in November 2015 Steven has an investment banking background, with over 20 years’ experience, commencing with Ernst & Young Corporate Finance before moving to J.P. Morgan both in Australia and Europe. Steven has led equity transactions which have raised in excess of A$50bn for corporates across various countries including Australia, USA, UK, Switzerland, Finland, Holland, Austria, France, Russia, Singapore and Bermuda. In additional to his role with LCM, Steven is currently the Head of Corporate Finance at FinEx, Chairman of ASX listed ReNu Energy Ltd and holds numerous private company board positions. Steven is a graduate of the University of Sydney with a Bachelor of Economics. Directorships of listed companies (last 3 years): ReNu Energy Limited (ASX: RNE) – Non-executive Director since 14 March 2017. 2. Company Secretaries Steven McLean (whose details appear above) resigned as Company Secretary on 7 September 2016. Anna Sandham was appointed Company Secretary of LCM on 7 September 2016. Anna is an experienced company secretary and governance professional with over 20 years’ experience in various large and small, public and private, listed and unlisted companies. Anna has previously worked for companies including AMP Financial Services, Westpac Banking Corporation, BT Financial Group and NRMA Limited. Anna holds a Bachelor of Economics (University of Sydney), Graduate Diploma of Applied Corporate Governance (Governance Institute of Australia) and is a Chartered Secretary. 10 LITIGATION CAPITAL MANAGEMENT LIMITED 3. Meetings of Directors The number of meetings of the Company’s Board of Directors (“the Board”) and the number of meetings attended by each Director during the financial period are: David King Patrick Maloney Steven McLean Board A 4 4 4 B 4 4 4 A: represents the number of meetings held during the time the Director held office; B: represents the number of meetings attended. No Committee meetings have been held this financial year. The Directors acknowledge that an Audit & Risk Committee was established on IPO, however they determined during the year that the Board was fulfilling the role of the Audit & Risk Committee and that therefore convening separate meetings of the Audit & Risk Committee was not an effective use of time or resources given the composition of the Board and the Audit & Risk Committee are identical. This may be reviewed in the future. 4. Principal Activities Litigation Capital Management provides financial and risk management services associated with the legal industry and most particularly, litigation. The company provides services including the funding of contentious commercial litigation and class actions as well as corporate risk management associated with litigation. 5. Operating and Financial Review Overview of the Group Litigation Capital Management is a company limited by shares and was incorporated on 9 October 2015. It listed on the Australian Securities Exchange on 13 December 2016 under the code LCA. Its registered office and principal place of business is Level 25, 88 Phillip Street Sydney NSW 2000. Operations Litigation Capital Management operates its business through a series of wholly owned subsidiaries. The principal activity of those subsidiaries is the provision of litigation finance and risk management associated with individual and portfolios of litigation projects. Review of Financial Position The Directors of LCM continue to be pleased with the progress that the company is making as it transforms its business model to a direct investment model LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509DIRECTORS’ REPORTrather than a model in which LCM manages Litigation Projects on behalf of third parties. 6. Dividends The loss for LCM after providing for income tax amounted to $2.34m for the full financial year ended 30 June 2017 (30 June 2016: loss of $2.21m). During the first half of the period, 1 July 2016 to 31 December 2016, LCM reported a loss of $2.42m which when compared against the loss for the full financial year of $2.34m supports the view held by the Directors of LCM that the transition to profitability is well under way. During the period LCM completed two Litigation Projects with recognised ‘Other income’ of $3.4m. The financial performance of these Litigation Projects was very strong – demonstrating 3.8 times Return on Invested Capital (ROIC) at an average time to maturity of 18 months at an IRR of 480%. The financial performance of the two Litigation Projects Completed in FY17 positively contributes to LCM’s historical financial performance. LCM is proud to have managed Litigation Projects over the last six financial years that have produced a ROIC of 2.4 times at an average time to maturity of 26 months at an IRR of 81%. As at 30 June 2017 LCM had recognised $12.5m of Litigation Projects as assets as compared with $6.5m as at 30 June 2016. LCM is currently managing 14 Litigation Projects, 11 of which LCM is financing directly. Significant Changes in the State of Affairs Litigation Capital Management was incorporated on 9 October 2015 and undertook an initial public offering and listed on the Australian Securities Exchange on 13 December 2016. No matters or circumstances have arisen during the financial year which have significantly affected or could significantly affect the operations of LCM or the LCM group, the results of those operations, or the state of affairs of the consolidated group in future financial years. Future Developments, Prospects and Business Strategies LCM is pleased with the composition and maturation of its Litigation Project portfolio and continues to see significant levels of attractive investment opportunities. The Directors of LCM continue to be encouraged by the scale and pace of the growth of the litigation financing industry globally. LCM will continue to monitor these developments closely with a view to broadening out its service offering should any of these opportunities present themselves in a suitable manner. The Board of LCM regard the future prospects of LCM as bright. No dividends were paid during the financial year. 7. Matters subsequent to the end of the financial period On 31 August 2017 LCM entered into a credit facility with a private investor, Ambro Nominees Pty Ltd. The credit facility provides LCM with a line of credit up to $4m over a term of 18 months. The credit facility has been provided on normal commercial terms and is secured by charges granted by LCM and two of its operating subsidiaries. The entry into the credit facility enables LCM to enter into a number of litigation funding opportunities, which will be announced to the market in due course, and continue with the growth of its portfolio of Litigation Projects. In addition, LCM is engaged in advanced negotiations with a number of parties in respect of both a larger commercial credit facility as well as a commercial co- funding arrangement. A larger and more permanent source of debt capital will enable LCM to continue with the growth of its portfolio of Litigation Projects and meet the increasing demand for its services. A commercial co-funding arrangement may enable LCM to enter into larger scale Litigation Projects which might otherwise represent concentration risk in its portfolio. LCM will announce to the market the entry into either of those anticipated facilities in due course. 8. Likely Developments The maturation of LCM’s current book of Litigation Projects is progressing very well and in respect of some Litigation Projects better than anticipated. The individual Litigation Projects which together comprise the portfolio of Litigation Projects presently being managed and funded by LCM are generally tracking as, or better than expected. The Litigation Projects which were expected to complete within FY17 are progressing towards a resolution well within FY18. In addition, the Portfolio of Litigation Projects which LCM had originally forecast for resolution in FY18 are maturing towards a resolution well within that timeframe. 9. Environmental Regulation The Group’s operations are not regulated by any significant environmental regulation under a law of the Commonwealth or of a State or Territory. ANNUAL REPORT 2017 11 LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509DIRECTORS’ REPORT10. Directors’ interests The relevant interests of each director in the shares and rights or options over shares issued by LCM, as notified by ASX in accordance with s205G(1) of the Corporations Act 2001 (Cth) (Act), at the date of this report are as follows: Director Ordinary shares (held directly and indirectly) Unlisted options over ordinary shares exercisable at $0.47* Unlisted options over ordinary shares exercisable at $1.00** Unlisted partly paid shares David King Steven McLean Patrick Moloney 1,601,484 577,499 3,212,557 - - 1,595,058 600,000 - 900,000 - - 1,433,022 * to acquire fully paid ordinary shares, exercisable on or before 1 December 2018 at an exercise price of $0.47 per option. **to acquire fully paid ordinary shares, exercisable between 1 November 2018 and 1 November 2021 at an exercise price of $1.00 per option. 11. Share Options and Rights 12. Indemnity and insurance of officers outstanding As at the date of this report there are 3,190,116 options outstanding at an exercise price of $0.47 per option and an expiry date of 1 December 2018 and 1,500,000 options outstanding at an exercise price of $1.00 exercisable between 1 November 2018 and 1 November 2021. Option holders do not have the right to participate in any share issue or interest issue of the Company. The terms and condition of each grant of options granted during the financial year are summarised below: Grant date Vesting date Expiry date Exercise price 20 Sept 2016 20 Sept 2016 1 Nov 2018 1 Nov 2018 1 Nov 2021 1 Nov 2021 $1.00 per share $1.00 per share Number of Options 600,000 900,000 No shares have been issued during or since the year end as a result of the exercise of options. and auditors Indemnification Under the LCM Constitution, to the maximum extent permitted by the Act, LCM must indemnify each person who is or has been an Officer against any liability incurred as an Officer and may pay a premium for a contract insuring an Officer against that liability. During the financial period, LCM has paid premiums in respect of contracts insuring the directors and officers of LCM against any liability of this nature. LCM has not, during or since the end of the financial period, indemnified or agreed to indemnify an officer or auditor of LCM or any related entity against a liability as such by an officer or auditor except to the extent permitted by law. Insurance premiums In accordance with normal commercial practices, under the terms of the insurance contracts, the nature of liabilities insured against and the amount of the premiums paid are confidential. 12 LITIGATION CAPITAL MANAGEMENT LIMITED LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509DIRECTORS’ REPORT13. Non-audit services 15. Lead Auditor’s independence declaration The Auditor’s independence declaration as required under section 307C of the Act is included on page 21 of the Annual Report. 16. Auditor BDO continues in office in accordance with section 327 of the Act. 17. Officers of the Company who are former partners of BDO There are no officers of LCM who are former partners of BDO. 18. Rounding of amounts LCM is of a kind referred to in the Australian Securities and Investments Commission Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, relating to ‘rounding-off’. Amounts in this report have been rounded off in accordance with that Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in note 20 to the financial statements. The Directors are satisfied that the provision of non- audit services during the financial period, by the auditor (or by another person or firm on the auditor’s behalf), is compatible with the general standard of independence for auditors imposed by the Act. The Directors are of the opinion that the services disclosed in note 20 to the financial statements do not compromise the external auditor’s independence requirements of the Act for the following reasons: ■ All non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and ■ None of the services undermines the general principles relating to auditor independence as set out in the APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as an advocate for the company or jointly sharing economic risks and rewards. 14. Proceedings on behalf of LCM Group No person has applied for leave of court to bring proceedings on behalf of the company or intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or any part of those proceedings. The company was not a party to any such proceedings during the year. ANNUAL REPORT 2017 13 LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509DIRECTORS’ REPORT19. Remuneration Report (Audited) The Directors present this Remuneration Report (Report) for Litigation Capital Management Limited (LCM and together with its controlled entities, the LCM Group) for the 12 months ended 30 June 2017 which has been audited in accordance with the Corporations Act 2001 (Cth) (Act) and its regulations, and outlines key aspects of our remuneration framework. It contains the following sections: 1. Remuneration Framework 2. Remuneration details 3. Service Agreements 4. Remuneration table 5. Other statutory disclosures 1. Remuneration framework 1.1 Overview of remuneration framework Relationship between remuneration policy, the company’s performance and shareholder wealth As LCM only listed on the Australian Securities Exchange (ASX) in December 2016, this Remuneration Report specifically focusses on the remuneration arrangements for Non-executive Directors and Executives for the period since listing and the philosophy the Board has set going forward. The remuneration disclosed for this period is consistent with disclosures made in the Prospectus. The Board recognises that the performance of LCM depends on the quality and motivation of its people. The objective of LCM’s remuneration policy is to attract, motivate and retain the best available management and employees to operate and manage LCM. Non-executive Director remuneration is designed in a way that supports the retention of their independence. Executive remuneration and incentive policies and practice are performance-based and aligned with LCM Group’s vision, values and overall business objectives. LCM’s remuneration framework is designed to support and reinforce its vision, value and overall business objectives, with four guiding principles in mind: ■ Alignment of executive pay with shareholder interests and wealth outcomes; ■ Motivation of executive behaviour to execute LCM’s strategy through an appropriate mix of fixed and variable pay elements; ■ Delivery of a competitive remuneration framework that assists with attracting and retaining high calibre non-executive and executive talent to ensure business success; and 14 LITIGATION CAPITAL MANAGEMENT LIMITED ■ Provision of a simple and transparent framework that is clear to participants and external stakeholders. LCM is committed to developing and communicating an effective remuneration framework that assists with attracting, retaining and motivating non-executives and executives and that supports the execution of our strategy to the benefit of long term value creation. The Board welcomes feedback from external stakeholders around its remuneration practices and disclosures. We look forward to providing further detail on the remuneration and reward framework in future reports and the linkages this provides with business performance. 1.2 Role of the Board In lieu of a Remuneration Committee the Board ensures that the remuneration of Directors and senior executives is consistent with market practice and sufficient to ensure that the LCM Group can attract, develop and retain the best individuals. The Board ensures that the Company’s remuneration philosophy and strategy (as set out above) continues to be designed to: ■ Attract, develop and retain Board and executive talent; ■ Create a high performance culture by driving and rewarding executives for achievement of the Group’s strategy and business objectives; and ■ Link incentives to the creation of shareholder value. 1.3 Key Management Personnel Key Management Personnel (KMP) are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, either directly or indirectly, including any director of LCM or the Group. The following persons were KMP’s during the past financial year: 1.3.1 Non-executive directors Dr David King Steven McLean Non-executive Chairman Non-executive Director 1.3.2 Executives (also a member of the Board) Patrick Moloney Managing Director 1.4 Remuneration Consultants When and where it is considered necessary, the Board will seek advice from independent experts and advisers including remuneration consultants. No remuneration consultants were used this financial year. LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509DIRECTORS’ REPORT 1.5 Long term incentive scheme There has been no long term incentive scheme in place for any KMPs or executives of LCM in the past financial year. 2 Remuneration details 2.1 Remuneration payable to Non-executive Directors Annual Directors’ fees Non-executive Directors enter into service agreements through a letter of appointment which are not subject to a fixed term. Non-executive Directors receive a fee for their contribution as Directors. The following persons acted as Non-executive Directors of the Company during and since listing on ASX in December 2016 and are considered members of Key Management Personnel: Non-executive Directors Dr David King Non-executive Chairman Steven McLean Non-executive Director Fees payable to Non-executive Directors reflect the demands which are made on, and the responsibilities of, Directors. Directors’ fees are reviewed regularly by the Board. LCM’s provides that LCM may remunerate each Director as the Board decides, provided that the total amount paid to Non-executive Directors’ may not exceed: (i) The amount fixed by LCM in general meeting for that purpose; or (ii) If no amount has been fixed by LCM in general meeting for that purpose, $200,000 per annum. As no amount has been fixed by LCM in general meeting, the aggregate fee pool limit is $200,000 per annum. There is no intention to seek to increase the Non-executive Director fee pool at the 2017 AGM. The Non-executive Director annual fee structure (including superannuation) is as follows: Non-executive Chairman Non-executive Director Fee ($ per annum) 75,000* 50,000 *comprising a base fee of $50,000 and a fee of $25,000 for the role of Chairman Section 4.1 provides details of fees paid during the financial year to each non-executive director. The Non- executive Directors were both appointed in October 2015 and did not receive any fees for these services until payment of Dr David King for his services as Chairman commenced from October 2016, and Mr Steven McLean for his services as a Non-executive Director from January 2017, after LCM listed on the ASX. The objective of LCM’s remuneration policies with regard to Non-executive Directors is to ensure the Company is able to attract and retain Non- executive Directors with the skills and experience to ensure the Board is able to discharge its oversight and governance responsibilities in an effective and diligent manner and supports the retention of their independence. The Board also believes that remuneration for Non-executive Directors should reflect the time commitment and responsibilities of the role as well as taking into account market levels. It is the policy of LCM not to pay lump sum retirement benefits to Non-executive Directors. Non-executive Directors do not receive any bonus payments whilst holding office as a Non-executive Director. 145 Fleet LCM entered into an agreement with 145 Fleet Pty Limited in October 2015 to act as LCM’s Financial Adviser in relation to the Offer to acquire new shares as detailed in the IPO Prospectus dated 17 November 2016 (Offer). Mr Steven McLean is the sole Director of 145 Fleet Pty Limited. As LCM’s Financial Adviser in relation to the Offer, including assisting with the structure of the Offer, 145 Fleet and its affiliates received consideration of $512,430,49 (including GST and expenses). The agreement with 145 Fleet Pty Limited was entered into prior to Mr McLean’s appointment to the Board of LCM, and it was a result of this assistance provided by Mr McLean that the Directors (other than Mr McLean) considered that he would be a suitable candidate as a Director of LCM. Accordingly, the Directors of LCM (other than Mr McLean who makes no statement of opinion), consider that the agreement with 145 Fleet Pty Limited was entered into on an arms’ length basis. Dr David King In recognition of his assistance with the Offer and in recognition of him acting as Chairman of the Company in return for nil Director fees for a considerable period of time in the lead up to the IPO, Dr David King was awarded the following unquoted Incentive Options to acquire shares: Grant date Vesting date Expiry date Exercise price Number of Options 20 Sept 2016 1 Nov 2018 1 Nov 2021 $1.00 per 600,000* share *all are subject to a 2 year escrow period following LCM’s shares becoming quoted. Further details on the valuation of these Options are contained in sections 2.3 and 4.1 below. ANNUAL REPORT 2017 15 LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509DIRECTORS’ REPORT2.2 Remuneration payable to Managing Director 2.3 Share based payment arrangements LCM, via its wholly owned subsidiary, LCM Litigation Fund Pty Ltd, entered into an employment agreement in February 2014 with Patrick Moloney for the performance of his role as Managing Director. As part of that employment agreement, the Managing Director is entitled to a fixed salary per annum plus superannuation and is entitled to six weeks paid annual leave per year, details of which are set out in section 4.1. Forming part of the Managing Director’s remuneration package include the following: Grant date 20 Sept 2016 1 Dec 2013 Vesting date 1 Nov 2018 1 Dec 2013 Expiry date Exercise price Number of Options 1 Nov 2021 $1.00 per 900,000* share 1 Dec 2018 $0.47 per 1,595,058 share *all are subject to a 2 year escrow period following LCM’s shares becoming quoted. The tranche of 900,000 options were issued to the Managing Director in recognition of his assistance with the Offer and in recognition of his ongoing services to LCM. Further details on the valuation of these Options are contained in sections 2.3 and 4.1 below. Appropriate benchmarking analysis was undertaken prior to finalising the Managing Director’s base remuneration package and benefits. The terms and condition of each grant of options in existence during the financial year are summarised below: Grant date Vesting date 20 Sept 2016 1 Nov 2018 Expiry date 1 Nov 2021 20 Sept 2016 1 Nov 2018 1 Nov 2021 1 Dec 2013 1 Dec 2013 1 Dec 2018 Exercise price Value at Grant date Number of Options $75,750 600,000 $113,625 900,000 $201,377 1,595,058 $1.00 per share $1.00 per share $0.47 per share The fair value at grant date of options issued during the year was determined by using a Black-Scholes option pricing model that takes into account the share price at grant date, exercise price, expected volatility, option life, expected dividends, the risk free rate, vesting and performance criteria, the impact of dilution, the fact that the options are not tradeable. The inputs used for the Black-Scholes option pricing model for options granted were as follows: ■ options are granted for no consideration, have a 3 year life and are exercisable after the vesting date of 1 November 2018 ■ grant date: 20/09/2016 ■ ■ ■ ■ exercise price: $1.00 expected volatility rate: 25% expected dividend yield rate: 0% risk free rate: 5% Expected volatility was determined based on the historic volatility (based on the remaining life of the option), adjusted for any expected changes to future volatility based on publicly available information. 16 LITIGATION CAPITAL MANAGEMENT LIMITED LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509DIRECTORS’ REPORTHolders of the options granted are as follows: Name Balance at start of year Granted as compensation Exercised Balance at end of year Fair value at grant date Vested and Exercisable Unvested Dr David King Patrick Moloney - - 600,000 900,000 Patrick Moloney 1,595,058 - - - - 600,000 900,000 $75,750 $113,625 - - 600,000 900,000 1,595,058 $201,377 1,595,058 - 3 Service agreement On appointment, all non-executive directors enter into an agreement which outlines obligations and minimum terms and conditions. Remuneration and other terms of employment for the Managing Director are formalised in an employment agreement. This agreement specifies the components of remuneration to which he is entitled and outlines base salary, eligibility for incentives and other benefits including superannuation. Key terms for the Managing Director is as follows: Name Patrick Moloney Term of Agreement Termination arrangements Term of 5 years (commencing 1 December 2013) with an automatic extension for a further 5 years unless notice is given at least 1 year before the expiry of the initial term that the agreement will not be extended. LCM can terminate the agreement at any time without cause by making payment of the total remuneration and benefits for the unexpired period of the term, unless the remaining term is less than 12 months, in which case the agreement may be terminated by 12 months’ notice in writing or payment in lieu of notice. 4 Remuneration table 4.1 Remuneration table for year ended 30 June 2017 The table below provides remuneration for KMPs for the 12 months ended 30 June 2017. Due to the Company listing in December 2016, no comparatives for the prior year have been provided. KMP Remuneration expenses for the twelve months ended 30 June 2017 ($) Short Term Post employment Long Term TOTAL Annual leave accrual for 12 months Salary & Fees1 IPO Bonus2 Total Short Term Superan- nuation STI Total Post employ- ment Long Service Leave Options Total Long Term TOTAL in AUD DIRECTORS Non-executive Directors Dr David King 51,370 51,370 4,880 4,880 28,080 28,080 84,330 Steven McLean Executive Directors Patrick Moloney Total Directors’ remuneration 22,831 512,430 535,261 2,169 2,169 537,430 450,000 29,423 479,423 25,000 25,000 7,475 42,120 49,595 554,018 524,201 512,430 29,423 1,066,054 32,049 32,049 7,475 70,200 77,675 1,175,778 1 shown gross of tax 2 Includes GST and expenses and was paid to 145 Fleet Pty Limited of which Steven McLean is the sole Director ANNUAL REPORT 2017 17 LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509DIRECTORS’ REPORT    4.2 Relative proportion of Remuneration Non-executive directors Dr David King Steven McLean Executive Director Patrick Moloney Fixed remuneration At Risk – Cash Bonus / Other At Risk - Securities 2017 % 100 100 100 2017 % - - N/A 2017 % N/A N/A N/A 4.3 Performance holdings of key management personnel No Performance Rights have been issued to any Key Management Personnel during the current year. 4.4 Shareholdings of key management personnel Fully Paid Ordinary Shares The table below provides the number of fully paid ordinary shares in the company held by each Non-executive Director and Executive KMP during the period: 2017 Balance as at start of year Shares received during the period on exercise of Performance Options / Rights Net other change Balance as at 30 June 2017 No. No. No. No. Dr David King Steven McLean Patrick Moloney 1,601,484 0 3,212,557 - - - - 577,499 - 1,601,484 577,499 3,212,557 Unlisted Options to acquire Shares (exercisable between 1 November 2018 and 1 November 2021 at an exercise price of $1.00 per option) The table below provides the number of unlisted Options to acquire shares in the company held by each Non- executive Director and Executive KMP during the period (exercisable between 1 November 2018 and 1 November 2021 at an exercise price of $1.00 per option): 2017 Balance as at start of year Granted as compensation Exercised Net other change Balance as at 30 June 2017 Balance vested as at 30 June 2017 Options vested during the year No. No. No. No. No. No. No. Dr David King Steven McLean Patrick Moloney 0 0 0 600,000 0 900,000 - - - - - - 600,000 0 900,000 - - - - - - 18 LITIGATION CAPITAL MANAGEMENT LIMITED LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509DIRECTORS’ REPORTUnlisted Options to acquire Shares (exercisable on or before 1 December 2018 at an exercise price of $0.47 per option) The table below provides the number of unlisted Options to acquire shares in the company held by each Non- executive Director and Executive KMP during the period (exercisable on or before 1 December 2018 at an exercise price of $0.47 per option): 2017 Balance as at start of year Granted as compen- sation Exercised Net other change Balance as at 30 June 2017 Balance vested as at 30 June 2017 Options vested during the year No. No. No. No. No. No. No. Dr David King Steven McLean 0 0 Patrick Moloney 1,595,058 - - - - - - - - - 0 0 1,595,058 - - - - - - Unlisted Partly Paid Shares The table below provides the number of unlisted partly paid shares in the company held by each Non-executive Director and Executive KMP during the period (issued at an issue price of $0.17 per share, wholly unpaid and will convert to a share upon payment to LCM of $0.17 per share): 2017 Balance as at start of year Granted as compensation Exercised Net other change Balance as at 30 June 2017 No. No. No. No. No. Balance vested as at 30 June 2017 Options vested during the year No. No. Dr David King Steven McLean 0 0 Patrick Moloney 1,433,022 - - - - - - - - - 0 0 1,433,022 - - - - - - ANNUAL REPORT 2017 19 LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509DIRECTORS’ REPORT5 Other statutory disclosures Loans to Non-executive Directors and Executive KMPs Other transactions with Non-Executive Directors and Executive KMPs No loans were made to Non-executive Directors or Executive KMPs at the end of the financial year. No interest was paid to or received since the IPO from Non-executive Directors or Executive KMPs. This concludes the remuneration report, which has been audited. This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Act. On behalf of the Directors _____________________________________ Dr David King Chairman 31 August 2017 Sydney 20 LITIGATION CAPITAL MANAGEMENT LIMITED LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509DIRECTORS’ REPORT                                         LITIGATION CAPITAL MANAGEMENT LIMITED ABN 13 608 667 509 Annual Financial Report for the year ended 30 June 2017 22 LITIGATION CAPITAL MANAGEMENT LIMITED LITIGATION CAPITAL MANAGEMENT LIMITED ABN 13 608 667 509 Annual Financial Report for the year ended 30 June 2017 Contents CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENT OF CHANGES IN EQUITY CONSOLIDATED STATEMENT OF CASH FLOWS NOTES TO THE FINANCIAL STATEMENTS 24 25 26 27 28 ANNUAL REPORT 2017 23 LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2017 Revenue Other income Total Income Expenses Finance Costs Depreciation Employment expenses Corporate and office expenses Litigation fees - Coope Litigation Legal and Professional fees IPO Listing Expense Foreign exchange loss Profit/(Loss) Before Income Tax Income tax expense/(benefit) Net Profit/(Loss) For the Year NOTE 5 6 7(a) 7(b) 7(c) CONSOLIDATED June 2016 $ June 2017 $ 13,312 564,825 2,182,426 108,049 2,195,738 672,874 1,665,149 101,859 6,258 4,898 1,402,493 1,230,051 1,272,033 924,143 143,360 1,152,059 56,973 461,867 202,229 310,323 - - 5,058,818 3,874,877 (2,863,080) (3,202,003) 8 (522,572) (988,588) (2,340,508) (2,213,415) Other comprehensive income - - Total comprehensive income for the year (2,340,508) (2,213,415) Loss for the year and total comprehensive income attributable to: Owners of the parent Non-controlling interest Earnings per share From continuing operations: (2,285,183) (2,245,846) 19 (55,325) 32,430 (2,340,508) (2,213,415) - basic / diluted weighted average earnings per share (cents) From continuing and discontinued operations: - basic / diluted weighted average earnings per share (cents) 9 9 (5.01) (6.33) (5.01) (6.33) The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with accompanying Notes to the Financial Statements. 24 LITIGATION CAPITAL MANAGEMENT LIMITED LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2017 CURRENT ASSETS Cash and cash equivalents Other receivables Intangible assets - litigation contracts TOTAL CURRENT ASSETS NON-CURRENT ASSETS Property, plant and equipment Intangible assets - litigation contracts Deferred tax asset TOTAL NON-CURRENT ASSETS CONSOLIDATED June 2016 $ June 2017 $ NOTE 10 11 12 1,862,645 5,918,861 43,666 672,645 11,683,991 3,573,866 13,590,302 10,165,372 7,779 13,083 12 13 786,558 2,920,377 7,766,837 5,125,323 8,561,174 8,058,783 TOTAL ASSETS 22,151,476 18,224,155 CURRENT LIABILITIES Trade and other payables Employee Benefits Borrowings TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Deferred tax liability Employee Benefits TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued Capital Share Based Payments Reserve Retained Earnings Parent interest Non-controlling interest TOTAL EQUITY 14 15 16 13 16 1,926,074 3,075,866 111,040 85,188 - 7,504,916 2,037,114 10,665,970 3,429,401 1,948,273 26,862 - 3,456,263 1,948,273 5,493,377 12,614,243 16,658,099 5,609,912 17 18 24,865,111 11,546,617 165,903 95,703 (8,357,591) (6,072,408) 16,673,424 5,569,912 (15,325) 40,000 16,658,099 5,609,912 The above Consolidated Statement of Financial Position should be read in conjunction with accompanying Notes to the Financial Statements. ANNUAL REPORT 2017 25 LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2017 2016 Balance at 1 July 2015 Profit / (Loss) for the year Issued capital Retained earnings Share based payments reserve Total Non- controlling interests Total equity 11,005,621 (3,826,562) 95,703 7,274,762 108,281 7,383,043 - (2,245,846) - (2,245,846) 32,430 (2,213,416) Other comprehensive income - - - - - - Total comprehensive income for the year - (2,245,846) - (2,245,846) 32,430 (2,213,416) Equity Transactions: Contributions of equity (note 18) 540,996 Return of capital Distributions - - 540,996 - - - - - - - - 540,996 - 540,996 - - (68,281) (68,281) (32,430) (32,430) 540,996 (100,711) 440,285 Balance at 30 June 2016 11,546,617 (6,072,408) 95,703 5,569,912 40,000 5,609,912 2017 Balance at 1 July 2016 Profit / (Loss) for the year Other comprehensive income Issued capital Retained earnings Share based payments reserve Total Non- controlling interests Total equity 11,546,617 (6,072,408) 95,703 5,569,912 40,000 5,609,912 - - (2,285,183) - - - (2,285,183) (55,325) (2,340,508) - - - Total comprehensive income for the year - (2,285,183) - (2,285,183) (55,325) (2,340,508) Equity Transactions: Contributions of equity (note 18) 13,318,494 Share based payments expense Distributions - - 13,318,494 - - - - - 13,318,494 70,200 70,200 - - - - - 13,318,494 70,200 - 70,200 13,388,694 - 13,388,694 Balance at 30 June 2017 24,865,111 (8,357,591) 165,903 16,673,424 (15,325) 16,658,099 The above Consolidated Statement of Changes in Equity should be read in conjunction with accompanying Notes to the Financial Statements. 26 LITIGATION CAPITAL MANAGEMENT LIMITED LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2017 Cash flows from operating activities Payments to suppliers and employees Receipts from management and performance fees Interest income Interest and other finance costs paid Net cash (used in)/from operating activities Cash flows from investing activities Proceeds from litigation funding - settlements, fees and reimbursements Payments for litigation funding and capitalised supplier costs Purchase of property, plant and equipment Net cash (used in)/from investing activities Cash flows from financing activities Proceeds from issue of shares Share issue transaction costs Repayment from borrowings Income and capital distributions paid - non controlling interests Net cash (used in)/from financing activities CONSOLIDATED June 2016 $ June 2017 $ NOTE (2,500,437) (3,123,939) - 552,566 13,312 12,259 (1,665,149) (101,913) 21 (4,152,274) (2,661,027) 3,415,084 1,612,870 (8,147,057) (4,246,108) (954) (11,915) (4,732,927) (2,645,153) 15,000,000 540,996 (2,319,321) - (7,851,698) 7,504,916 - (159,235) 4,828,981 7,886,677 Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year (4,056,219) 2,580,497 5,918,861 3,338,364 10 1,862,645 5,918,861 The above Consolidated Statement of Cash Flows should be read in conjunction with accompanying Notes to the Financial Statements. ANNUAL REPORT 2017 27 LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509 NOTES TO THE FINANCIAL STATEMENTS Note 1 Corporate Information The financial report of Litigation Capital Management Limited (“LCA”, “the Company” or “the Parent”) for the year ended 30 June 2017 and its subsidiaries was authorised for issue in accordance with a resolution of the directors on 31 August 2017. Litigation Capital Management Limited (ABN 13 608 667 509) is a for profit company incorporated and domiciled in Australia and limited by shares that are publicly traded on the Australian Securities Exchange (ASX code: LCA). Note 2 Accounting policies a) Basis of preparation b) New accounting standards and interpretations The consolidated financial report is a general purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001 and Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board. The financial report has also been prepared on a historical cost basis. The consolidated financial report complies with Australian Accounting Standards and International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board. For the purposes of preparing the consolidated financial statements, the Parent is a for profit entity. i) Accounting Standards and Interpretations issued not yet effective The following new or amended accounting standards and interpretations have been issued, but are not mandatory for financial years ended 30 June 2017. They have not been adopted in preparing the financial statements for the year ended 30 June 2017 and are expected to impact the entity in the period of initial application. In all cases, the consolidated entity intends to apply these standards from application date as indicated in the table below. 28 LITIGATION CAPITAL MANAGEMENT LIMITED LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509AASB reference Title AASB 9 Financial Instruments This standard is applicable to annual reporting periods beginning on or after 1 January 2018. The standard replaces all previous versions of AASB 9 and completes the project to replace IAS 39 ‘Financial Instruments: Recognition and Measurement’. Application date of Standard Application date for Group 1 January 2018 1 July 2018 AASB 9 introduces new classification and measurement models for financial assets. The main changes are described below: AASB 9 amendments the classification and measurement of financial assets: - Financial assets will either be measured at amortised cost, fair value through other comprehensive income (FVTOCI) or fair value through profit or loss (FVTPL). - Financial assets are measured at amortised cost or FVTOCI if certain restrictive conditions are met. All other financial assets are measured at FVTPL. - All investments in equity instruments will be measured at fair value. For those investments in equity instruments that are not held for trading, there is an irrevocable election to present gains and losses in OCI. Dividends will be recognised in profit or loss. The following requirements have generally been carried forward unchanged from AASB 139 Financial Instruments: Recognition and Measurement into AASB 9: - Classification and measurement of financial liabilities, and - Derecognition requirements for financial assets and liabilities. However, AASB 9 requires that gains or losses on financial liabilities measured at fair value are recognised in profit or loss, except that the effects of changes in the liability’s credit risk are recognised in other comprehensive income. AASB 9 is not mandatorily effective until 1 January 2018 and the Group has not yet determined the financial impacts of the Standard. The Group does not intend to early adopt the Standard. Impairment The new impairment model in AASB 9 is now based on an ‘expected loss’ model rather than an ‘incurred loss’ model. A complex three stage model applies to debt instruments at amortised cost or at fair value through other comprehensive income for recognising impairment losses. A simplified impairment model applies to trade receivables and lease receivables with maturities that are less than 12 months. For trade receivables and lease receivables with maturity longer than 12 months, entities have a choice of applying the complex three stage model or the simplified model. AASB 15 Revenue from contracts from customers This standard is applicable to annual reporting periods beginning on or after 1 January 2018. The standard provides a single standard for revenue recognition. 1 January 2018 1 July 2018 An entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This means that revenue will be recognised when control of goods or services is transferred, rather than on transfer of risks and rewards as is currently the case under AASB 118 Revenue. AASB 15 is not mandatorily effective until 1 January 2018 and the Group has not yet determined the potential financial impacts of the above Standard. The Group does not intend to early adopt the Standard. ANNUAL REPORT 2017 29 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FINANCIAL YEAR ENDED 30 JUNE 2017LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509Title AASB 16 eliminates the operating and finance lease classifications for lessees currently accounted for under AASB 117 Leases. It instead requires an entity to bring most leases into its statement of financial position in a similar way to how existing finance leases are treated under AASB 117. An entity will be required to recognise a lease liability and a right of use asset in its statement of financial position for most leases. There are some optional exemptions for leases with a period of 12 months or less and for low value leases. Lessor accounting remains largely unchanged from AASB 117. AASB 16 is not mandatorily effective until 1 January 2019 and the Group is currently assessing the impacts of the new Standard. The Group does not intend to early adopt the Standard. This Standard amends AASB 112 Income Taxes (July 2004) and AASB 112 Income Taxes (August 2015) to clarify four issues with respect to recognising deferred tax assets (DTAs) for unrealised tax losses: - If all other recognition criteria are met, DTAs must be recognised for the deductible temporary difference between the fair value and tax base on fixed rate debt instruments that are not deemed to be impaired. - Deductible temporary differences must be compared to taxable profits of the same type (e.g. capital or revenue profits) to determine whether there are sufficient taxable profits against which the deductible temporary differences can be utilised. - When comparing deductible temporary differences against the amount of future taxable profits, the calculation of future taxable profits must exclude tax deductions resulting from the reversal of those deductible temporary differences. - The estimate of future taxable profits can include recovery of certain assets at amounts more than their carrying amount if there is enough evidence that it is probable that the entity will recover the asset for more than its carrying amount. Examples would include: - Property measured using cost model for which an external valuation has been conducted - Fixed rate debt instruments held to maturity. The Group expects that the impacts will not be material on the Group’s accounting policies or financial statements. This Standard amends AASB 107 Statement of Cash Flows (August 2015) to requires additional disclosures to enable users to evaluate changes in liabilities arising from financing activities, including both cash flow and non-cash flow changes. The Group expects that the impacts will not be material on the Group’s accounting policies or financial statements. AASB reference AASB 16 Leases AASB 2016-1 Amendments to Australian Accounting Standards - Recognitions of Deferred Tax Assets for Unrealised Tax Losses AASB 2016-2 Amendments to Australian Accounting Standards - Disclosure initiative: Amendments to AASB 107 Application date of Standard Application date for Group 1 January 2019 1 July 2019 1 January 2017 1 July 2017 1 January 2017 July 2017 30 LITIGATION CAPITAL MANAGEMENT LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FINANCIAL YEAR ENDED 30 JUNE 2017LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509AASB reference AASB 2016-5 Amendments to Australian Accounting Standards - Classification and Measurement of Share-Based Payment Transactions Title Application date of Standard Application date for Group This Standard clarifies three issues with respect to classification and measurement share-based payment transactions as follows: 1 January 2018 1 July 2018 Vesting and non-vesting conditions The measurement of a cash-settled share-based payment liability takes into account vesting and non-vesting conditions in a similar manner to equity-settled transactions. Net settlement feature for withholding tax obligations Tax laws in some countries require an entity to withhold an amount of equity instruments to settle the employee’s withholding tax obligation, usually in cash. These transactions are classified as equity-settled in their entirety if, without the net settlement clause, it would have been classified as equity-settled, and the entity does not withhold instruments with a value that exceeds the employee’s withholding tax obligation. Changing classifications from cash-settled to equity-settled Guidance has been added to clarify that the difference between the carrying amount of the cash-settled liability, and the fair value of the equity instruments granted, is recognised immediately in profit or loss when a share-based payment transaction changes from being cash-settled, to equity-settled. The Group expects that the impacts will not be material on the Group’s accounting policies or financial statements. This Standard is not mandatory for the Group until 1 January 2018 however early adoption is permitted. ii) New, revised or amending Accounting Standards and Interpretations adopted The consolidated entity has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) that are mandatory for the current reporting period. Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the consolidated entity. 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 consolidated entity. Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of comprehensive income, statement of financial position and statement of changes in equity of the consolidated entity. Losses incurred by the consolidated entity are attributed to the non- controlling interest in full, even if that results in a deficit balance. c) Principles of consolidation The consolidated financial statements comprise the financial statements of Litigation Capital Management Limited (LCA, the Company or Parent) and its subsidiaries as at 30 June each year. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through it power over the investee. The financial statements of subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity have been eliminated in full. Unrealised losses are also eliminated unless the d) Critical accounting, judgments, estimates and assumptions The preparation of the Group’s consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgments and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgments on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions. The judgments, estimates and assumptions that have a significant risk of causing a material adjustment to the ANNUAL REPORT 2017 31 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FINANCIAL YEAR ENDED 30 JUNE 2017LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509carrying amounts of assets and liabilities (refer to the respective notes) within the financial year ending 30 June 2017 are included in the following Notes: Note 8 - Recovery of deferred tax asset Note 12 - Impairment testing of intangible assets - litigation contracts g) Foreign Currency Transactions and Balances The Group’s consolidated financial statements are presented in Australian dollars, which is also the Parent’s functional currency. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. e) Current and non-current classification Transactions and balances 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 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 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. f) Leases The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset. A distinction is made between finance leases, which effectively transfer from the lessor to the lessee substantially all the risks and benefits incidental to the ownership of leased assets, and operating leases, under which the lessor effectively retains substantially all such risks and benefits. Operating lease payments, net of any incentives received from the lessor, are charged to profit or loss on a straight-line basis over the term of the lease. Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognised in profit or loss with the exception of monetary items that are designated as part of the hedge of the Group’s net investment of a foreign operation. These are recognised in other comprehensive income until the net investment is disposed of, at which time, the cumulative amount is reclassified to profit or loss. Tax charges and credits attributable to exchange differences on those monetary items are also recorded in other comprehensive income. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of gain or loss on change in fair value of the item (i.e. translation differences on items whose fair value gain or loss is recognised in other comprehensive income or profit or loss are also recognised in other comprehensive income or profit or loss, respectively). 32 LITIGATION CAPITAL MANAGEMENT LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FINANCIAL YEAR ENDED 30 JUNE 2017LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509Note 3 Financial risk management objective and policies a) Financial risk management and policies The Group’s principal financial instruments comprise cash and short-term deposits, receivables and payables. The Group actively manages its exposure to key financial risks, including interest rate risk. The objective is to support the delivery of the Group’s financial targets whilst protecting its future financial security. The main risks arising from the Group’s financial instruments are interest rate risk, credit risk and liquidity risk. The Group uses different methods to measure and manage difference types of risks to which it is exposed. These include monitoring levels of exposure to interest rates and assessments of market forecasts. Aging analyses and monitoring of specific debtors are undertaken to manage credit risk. Liquidity is monitored through the development of future rolling cash flow forecasts. b) Risk exposures and responses Interest rate risk The Group’s exposure to the risk of changes in market interest rates relates to the Group’s cash holdings with a floating interest rate, and the Group’s borrowings with a fixed interest rate. At reporting date, the Group had the following financial instruments exposed to interest rate risk. CONSOLIDATED June 2017 $ June 2016 $ Financial Instruments Cash and cash equivalents 1,862,645 5,918,861 Borrowings - (7,504,916) 1,862,645 (1,586,055) The following sensitivity analysis is based on the interest rate risk exposures in existence at the reporting date. At 30 June 2017, if interest rates had moved as illustrated in the following table, with all other variables held constant, post tax profit and equity would have been affected as follows: Potential reasonably possible movements: +0.5% (2016: +0.5%) -0.5% (2016: -0.5%) 9,313 (7,930) (9,313) 7,930 Credit Risk Credit risk arises from the financial assets of the Group, which comprises cash and cash equivalents and receivables. The Group’s exposure to credit risk arises from potential default of the counterparty. The maximum exposure equals the carrying amount of these instruments. Exposure at reporting date is addressed in each applicable note. The Group’s cash and cash equivalents are held in financial institutions with a AA credit rating and are subject to the prudential regulation of the Reserve Bank of Australia. The Group assesses the defendants in the matters funded by the Group prior to entering into any agreement to provide funding and continues this assessment during the course of funding. Whenever possible the Group ensures that security for settlements sums is provided, or the settlements funds are placed into solicitors’ trust accounts. As at 30 June 2017, no receivables existed as at 30 June 2017. However, the Group’s continual monitoring of the defendants’ financial capacity mitigates this risk. Foreign Currency Risk The Group was exposed to currency risk on a USD bank account and the credit facility from Burford Capital. The credit facility from Burford Capital was fully paid down at 31 December 2016. Cash and cash equivalents Borrowings CONSOLIDATED June 2017 $ June 2016 $ - 5,427,548 - (7,504,916) - (2,077,368) The following sensitivity analysis is based on the currency rate risk exposures in existence at the reporting date. At 30 June 2017, if currency rates had moved as have been illustrated in the following table, with all other variables held constant, post tax profit and equity would affected as follows: Potential reasonably possible movements: +0.5% (2016: +0.5%) -0.5% (2016: -0.5%) Liquidity Risk - - (10,387) (10,387) The liquidity position of the Group is managed to ensure sufficient liquid funds are available to meet the Group’s expected financial commitments in a timely and cost effective manner. Management continually reviews the Group’s liquidity position, including the preparation of cash flow forecasts, to determine the forecast liquidity position and to maintain appropriate liquidity levels. All trade and other payable financial liabilities of the Group are current and payable within 30 days. ANNUAL REPORT 2017 33 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FINANCIAL YEAR ENDED 30 JUNE 2017LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509 The maturity profile of the Group’s financial liabilities based on contractual maturity on an undiscounted basis are: 2017 Financial Liabilities Trade and other payables Borrowings 2016 Financial Liabilities Trade and other payables Borrowings Fair Value < 30 days < 12 months Total 1,926,074 - 1,926,074 - - - 1,926,074 - 1,926,074 3,075,866 - 3,075,866 - 7,504,916 7,504,916 3,075,866 7,504,916 10,580,782 The methods for estimating fair value are outlined in the relevant notes to the financial statements. Note 4 Segment information Management has determined the operating segments based on internal reports reviewed by chief operating decision maker, being the Chief Executive Officer and other members of the Board. The Board provide strategic director and management oversight of the entity in terms of monitoring results and approving strategic planning of the business. Each litigation project is an operating segment. However, based on the similarity of the services provided and the nature of the risks and returns Note 5 Revenue associated with each litigation project, the Board consider the business as one reportable segment. Accordingly, all segment disclosures are based upon analysis of the group as one reportable segment. The Group operates in one geographical location, being Australia. The Group’s customers are all commercial litigants with specific information disclosed within the Operating and Financial Review of the Directors Report. Revenue Management Fees Performance Fees Distribution Income Interest received CONSOLIDATED June 2017 $ June 2016 $ - - - 42,000 510,547 19 13,312 12,259 13,312 564,825 revenue, which is based on a percentage of the funds managed by the Group, is recognised as Revenue in the Consolidated Statement of Profit or Loss and Other Comprehensive Income as it is earned and calculated in accordance with the agreements set by the Fund. Performance fees Performance fees are recognised on the settlement of a litigation project to the extent of the commission agreed upon in the contract for the management of the litigation project. Significant Accounting Policies Interest Revenue is recognised at the fair value of consideration received or receivable to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised: Management fees Management fees are recognised when the Group has performed investment management services for LCM Litigation Investment Fund No 2. Management fee 34 LITIGATION CAPITAL MANAGEMENT LIMITED Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FINANCIAL YEAR ENDED 30 JUNE 2017LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509 Note 6 Other income Other income Litigation contracts in progress - settlements and judgments Litigation contracts in progress - expenses Litigation contracts - written down Net gain on derecognition of intangible assets Significant Accounting Policies Litigation contracts in progress Gains or losses arising from derecognition of Litigation Contracts in Progress are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Consolidated Profit or Loss and Other Comprehensive Income when the asset is derecognised. The carrying amount of Litigation Contracts in Progress is written off when the case is lost by the Group or the Group decides not to pursue cases that do not meet the Group’s required rate of return. When the litigation has been determined in favour of the Group or a positive settlement has been agreed, this constitutes a derecognition of the intangible asset and accordingly a gain or loss is recognised in the Consolidated Statement of Profit or Loss and Other Comprehensive Income. CONSOLIDATED June 2017 $ June 2016 $ 3,415,086 840,137 (1,226,016) (620,098) (6,644) (111,990) 2,182,426 108,049 ANNUAL REPORT 2017 35 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FINANCIAL YEAR ENDED 30 JUNE 2017LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509 Note 7 Expenses CONSOLIDATED June 2017 $ June 2016 $ CONSOLIDATED June 2017 $ June 2016 $ a) Finance costs Interest expense 1,460,091 101,859 Employee benefits expense 1,165,308 1,082,049 c) Employment Expenses Borrowing expense 205,058 - Superannuation 91,861 1,665,149 101,859 Provision for employee entitlements 52,714 b) Depreciation Depreciation expense 6,258 4,898 Note 8 Income tax The major components of tax expense comprise: Movement in deferred tax assets Movement in deferred tax liabilities Income tax benefit reported in profit or loss 85,007 42,027 20,968 - Payroll tax 22,410 Share based payments expense 70,200 1,402,493 1,230,051 d) Rental expense relating to operating leases Minimum lease payments 304,003 274,786 CONSOLIDATED June 2017 $ June 2016 $ 2,003,700 2,164,290 (1,481,128) (1,175,702) 522,572 988,588 The prima facie income tax expense on pre-tax accounting profit from operations reconciles to the income tax benefit in the financial statements as follows: Profit/(loss) for the year At the Group’s statutory income tax rate of 27.5% (2016: 30%) (2,863,080) (3,202,004) (787,347) (960,601) Non-deductible expenses: - fines and penalties - other non-deductible expenses Change in tax rate Non-assessable distributions to non-controlling interests Income tax benefit Amounts charged/(credited) directly to equity Deferred tax assets (note 13) Franking credit balance for the Group 20 - 264,755 187 (3,852) - - (24,322) (522,572) (988,588) 637,813 - As at 30 June 2017, franking credits available for use in future distribution amounts amount to $nil (2016: $nil). Changes in applicable tax rates The effective tax rate for the year ended 30 June 2017 was 27.5%, down from 30% from the prior year. Unrecognised temporary differences and tax losses At 30 June 2017 the Group had no (2016:nil) unrecognised temporary differences and tax losses. 36 LITIGATION CAPITAL MANAGEMENT LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FINANCIAL YEAR ENDED 30 JUNE 2017LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509 Significant Accounting Policies 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. The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset. Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously. Litigation Capital Management Limited (the ‘head entity’) and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under the tax consolidation regime from 1 July 2003. The head entity and each subsidiary in the tax consolidated group continue to account for their own current and deferred tax amounts. The tax consolidated group has applied the ‘separate taxpayer within group’ approach in determining the appropriate amount of taxes to allocate to members of the tax consolidated group. In addition to its own current and deferred tax amounts, the head entity also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from each subsidiary in the tax consolidated group. Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the tax consolidated group. The tax funding arrangement ensures that the intercompany charge equals the current tax liability or benefit of each tax consolidated group member, resulting in neither a contribution by the head entity to the subsidiaries nor a distribution by the subsidiaries to the head entity. ANNUAL REPORT 2017 37 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FINANCIAL YEAR ENDED 30 JUNE 2017LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509Note 9 Earnings per share Profit/(loss) for the period used in earnings per share Continuing operations Weighted average number of shares used in earnings per share CONSOLIDATED June 2017 $ June 2016 $ (2,340,508) (2,213,415) Basic / diluted weighted average earnings per share per share 46,712,408 34,968,173 Basic / diluted weighted average earnings per share (cents per share) (5.01) (6.33) Significant Accounting Policies Basic earnings per share Basic earnings per share is calculated as net profit attributable to members of the Parent, adjusted to exclude any costs of servicing equity (other than dividends), divided by the weighted average number of ordinary shares outstanding during the financial year, adjusted for any bonus element. Diluted earnings per share Diluted earnings per share is calculated as net profit attributable to members of the Parent, adjusted for: ■ costs of servicing equity (other than dividends); Note 10 Cash and cash equivalents ■ ■ ■ the after tax effect of interest dividends associated with dilutive potential ordinary shares that have been recognised; and other non-discretionary changes in revenue or expenses during the period that would result from dilution of potential ordinary shares, divided by the weighted average number of shares and dilutive shares, adjusted for any bonus element. instruments that could potentially dilute basic earnings per share in the future. 3,095,058 options held by David King and Patrick Moloney were not included in the calculation of diluted earnings per share as they are antidilutive for the year ended 30 June 2017. Cash at Bank CONSOLIDATED June 2017 $ June 2016 $ 1,862,645 5,918,861 1,862,645 5,918,861 Reconciliation to the Consolidated Statement of Cash Flows For the purposes of the Consolidated Statement of Cash Flows, cash and cash equivalents comprise the following at 30 June: Cash at Bank CONSOLIDATED June 2017 $ June 2016 $ 1,862,645 5,918,861 1,862,645 5,918,861 Significant Accounting Policies Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Note 11 Other receivables Other receivables Security Deposit CONSOLIDATED June 2017 $ June 2016 $ - 644,035 43,666 28,610 43,666 672,645 38 LITIGATION CAPITAL MANAGEMENT LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FINANCIAL YEAR ENDED 30 JUNE 2017LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509 Note 12 Intangible assets (a) Reconciliation of carrying amounts at the beginning and end of the period Year ended 30 June 2016 Balance at 1 July 2015 Additions Litigation contracts in progress - expenses Litigation contracts in progress - written down Balance at 30 June 2016 Balance at 1 July 2016 Additions Litigation contracts in progress - expenses Litigation contracts in progress - written down Balance at 30 June 2017 Current Non Current CONSOLIDATED $ 2,575,239 4,651,092 (620,098) (111,990) 6,494,243 6,494,243 7,208,966 (1,226,016) (6,644) 12,470,549 CONSOLIDATED June 2017 $ June 2016 $ 11,683,991 3,573,866 786,558 2,920,377 12,470,549 6,494,243 ANNUAL REPORT 2017 39 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FINANCIAL YEAR ENDED 30 JUNE 2017LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509 (b) Description of Group’s intangible assets Intangible assets consist of Litigation Contracts in Progress. The carrying value of Litigation Contracts in Progress includes the capitalisation of external costs of funding the litigation, such as solicitors’ fees, counsels’ fees and experts’ fees. No internal costs are considered directly attributable to managing current Litigation Contracts in Progress. ■ ■ ■ ■ the consolidated entity has the ability and intention to complete the litigation; the asset is expected to generate a future economic benefit; adequate, technical, financial and other resources are available to complete the litigation; and the expenditure attributable to the litigation during it’s duration can be measured reliably. (c) Write off of intangible assets The carrying value of Litigation Contracts in Progress is written off when the case is lost by the Group or the Group decides not to pursue cases further. (d) Impairment testing of intangible assets The recoverable amount of each Litigation Contract in Progress is determined based on a value in use calculation using cash flow projections based on financial budgets approved by management. The following describes each key assumption on which management has based its cash flow projections when determining the value in use of Litigation Contracts in Progress: ■ ■ ■ The estimated cost to complete a Litigation Contract in Progress is budgeted, based on estimates provided by the external legal advisors handling the litigation. The value to The Group of The Litigation Contracts in Progress, once completed, is estimated based on The expected settlement or judgement amount of The Litigation and the fees due to the Group under the litigation funding contract. The discount rate applied to the cash flow projections is based on the Group’s weighted average cost of capital and other factors relevant to the particular Litigation Contracts in Progress. The discount rate applied ranged between 13% and 15%. Significant Accounting Policies Litigation Contracts in Progress Litigation Contracts in Progress represent future economic benefits controlled by the consolidated entity. As Litigation Contracts in Progress may be exchanged or sold, the consolidated entity is able to control the expected future economic benefits, hence meeting the definition of intangible assets. Litigation Contracts in Progress are measured at cost on initial recognition and are not amortised as the asset is not available for use until a successful judgement or settlement relating to the project has been determined. It is at this point that the asset is derecognised. Actions still outstanding When litigation is outstanding and pending a determination, Litigation Contracts in Progress are carried at cost. Subsequent expenditure is capitalised when it meets the following criteria: 40 LITIGATION CAPITAL MANAGEMENT LIMITED Unsuccessful judgement Where the litigation is unsuccessful at trial, this is a trigger for impairment of the intangible asset and the asset is written down to its recoverable amount. If the claimant, having been unsuccessful at trial, appeals against the judgement, then future costs of the appeal are expensed as incurred. Successful judgement Where the litigation has been favourably determined or a positive settlement has been agreed, this constitutes a derecognition of the intangible asset and accordingly a gain or loss is recognised in the Consolidated Statement of Profit or Loss and Other Comprehensive Income. Any future costs relating to the defence of an appeal of the defendant are expensed when incurred. Critical Accounting Estimates and Judgements The consolidated entity determines whether intangible assets with indefinite useful lives are impaired at least on an annual basis. The assumptions used in the estimation of the recoverable amount and the carrying amount of intangibles with indefinite useful lives are discussed in note 12. Impairment of non financial assets Recoverable amount is the higher of an asset’s fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit. Classification of Intangible Assets The classification of Litigation Contracts in Progress is determined by management’s best estimate of resolution of the Litigation Project, with those expected to be resolved in the 12 month period to June 2018 classified as current assets and the balance as non-current assets. Litigation contracts in progress are classified as current assets when the asset is expected to be realised within twelve months after the reporting period. In making this judgement in relation to specific assets the directors take into account the circumstances of the associated litigation, including whether a trial date has been set within the twelve months after the reporting date. NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FINANCIAL YEAR ENDED 30 JUNE 2017LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509Note 13 Deferred tax Deferred tax asset comprises temporary differences attributable to: Property, plant and equipment Employee benefits Other Provisions Accrued expenses Tax losses carried forward Transaction costs on share issue Movements in deferred tax assets - 2017 Property, plant and equipment Employee benefits Accrued expenses Tax losses carried forward Transaction costs on share issue Closing balance Movements in deferred tax assets - 2016 Property, plant and equipment Employee benefits Other Provisions Accrued expenses Tax losses carried forward Transaction costs on share issue Closing balance CONSOLIDATED June 2017 $ June 2016 $ 523 895 37,923 25,556 - - 12,561 34,586 7,100,444 4,955,511 615,386 108,775 7,766,837 5,125,323 Opening Balance (Charged)/ credited to 1 July 2016 profit or loss $ $ (Charged)/ credited to equity $ Closing Balance 30 June 2017 $ 895 (372) 25,556 12,367 34,586 (22,025) 4,955,511 2,144,933 - - - - 523 37,923 12,561 7,100,444 108,775 (131,202) 637,813 615,386 5,125,323 2,003,701 637,813 7,766,837 Opening Balance (Charged)/ credited to 1 July 2015 profit or loss $ $ (Charged)/ credited to equity $ Closing Balance 30 June 2016 $ 1,275 (380) 12,948 12,608 54,390 (54,390) 6,860 27,726 2,736,232 2,219,279 149,328 (40,553) - - - - - - 895 25,556 - 34,586 4,955,511 108,775 2,961,033 2,164,290 - 5,125,323 Deferred tax liability comprises temporary differences attributable to: Intangibles June 2017 $ June 2016 $ 3,429,401 1,948,273 3,429,401 1,948,273 ANNUAL REPORT 2017 41 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FINANCIAL YEAR ENDED 30 JUNE 2017LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509 Movements in deferred tax liabilities - 2017 Intangibles Closing balance Movements in deferred tax liabilities - 2016 Intangibles Closing balance Opening Balance (Charged)/ credited to 1 July 2016 profit or loss $ $ (Charged)/ credited to equity $ Closing Balance 30 June 2017 $ 1,948,273 1,481,128 1,948,273 1,481,128 - 3,429,401 - 3,429,401 Opening Balance (Charged)/ credited to 1 July 2015 profit or loss $ $ (Charged)/ credited to equity $ Closing Balance 30 June 2016 $ 772,572 1,175,701 772,572 1,175,701 - - 1,948,273 1,948,273 Significant Accounting Policies Critical Accounting Estimates and Judgements Recognition of deferred tax assets Recovery of deferred tax assets Potential deferred tax assets attributable to carried forward tax losses will be recognised and only utilised when: ■ ■ The Group derives future assessable income of a nature or amount sufficient to enable the benefits from the deductions for the losses to be utilised; The conditions for deductibility imposed by tax legislation continue to be complied with, and ■ No changes in tax legislation adversely affect the Group in realising the benefit. Deferred tax assets are recognised for tax losses and deductible temporary differences only if the Group considers it is probable that future taxable amounts will be available to utilise those temporary differences and tax losses. The Group has deferred tax assets relating to timing differences and tax losses arising from prior years totalling of $25,819,796 (2016: $16,518,369). The potential tax benefit at the statutory income tax rate for the Group is $7,100,444 (2016: $4,955,511). Management has performed a prima facie analysis of future taxable profits to determine the likelihood of being able to recover the unused tax losses in the short term. Management has concluded that, based on past performance and accuracies of forecast cash flow from operations, the Group will generate taxable earnings in the short term in order to utilise recognised deferred tax assets. Note 14 Current liabilities - trade and other payables Trade payables Distribution payable Other payables CONSOLIDATED June 2017 $ June 2016 $ 1,911,072 2,849,163 32,430 32,430 (17,428) 194,273 1,926,074 3,075,866 Significant Accounting Policies These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition. 42 LITIGATION CAPITAL MANAGEMENT LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FINANCIAL YEAR ENDED 30 JUNE 2017LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509 Note 15 Current and non-current liabilities - Employee benefits CONSOLIDATED June 2017 $ June 2016 $ Significant Accounting Policies Short-term employee benefits Current Employee benefits - Annual Leave Non-current Employee benefits - Long Service Leave 111,040 111,040 85,188 85,188 26,862 26,862 - - Liabilities for wages and salaries, including non- monetary benefits, annual leave and long service leave expected to be settled within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled. Other long-term employee benefits The liability for long service leave not expected to be settled within 12 months of the reporting date are measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date 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 reporting date on corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows Amounts not expected to be settled within the next 12 months The current provision for employee benefits includes all unconditional entitlements where employees have completed the required period of service and also those where employees are entitled to pro- rata payments in certain circumstances. The entire amount is presented as current, since the consolidated entity does not have an unconditional right to defer settlement. However, based on past experience, the consolidated entity does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months. ANNUAL REPORT 2017 43 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FINANCIAL YEAR ENDED 30 JUNE 2017LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509 Note 16 Current liabilities - Borrowings Secured current borrowings CONSOLIDATED June 2017 $ June 2016 $ - 7,504,916 - 7,504,916 The borrowings related to a facility provided by Burford Capital was paid down in December 2016. As at 30 June 2017, borrowings is $nil. Significant Accounting Policies Borrowings All loans and borrowings are initially recognised at fair value, including 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 loans and borrowings using the effective interest method. Fees paid for establishing loan facilities are recognised as transaction costs if it is probable that some or all of the facility will be drawn down, and deferred until the draw down occurs. If it is not probable that the facility will be drawn down, fees are capitalised as prepayments for liquidity services and amortised over the period to which the facility relates. Borrowings are derecognised from the statement of financial position when the obligation specified in the contract has been discharged, cancelled or expires. The difference between the carrying amount of the borrowing derecognised and the consideration paid is recognised in profit or loss as other income or finance costs. All borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting period. Borrowing costs Borrowing costs incurred for the construction of a qualifying asset are capitalised during the period of time that it is required to complete and prepare the asset for its intended use or sale. Other borrowing costs are expensed when incurred. 44 LITIGATION CAPITAL MANAGEMENT LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FINANCIAL YEAR ENDED 30 JUNE 2017LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509 Note 17 Equity - Issued capital (a) Ordinary shares (b) Partly paid shares Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on shares held. 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. Ordinary shares - fully paid Ordinary shares - partly paid Partly paid shares entitle the holder to participate in dividends and the proceeds of the company in proportion to the number of and amounts paid on the shares held. The partly paid shares do not carry the right to participate in new issues of securities. As at 30 June 2017, there are currently 1,433,022 partly paid shares and were issued at an issue price of $0.17 and will become fully paid upon payment to LCM of $0.17 per share. CONSOLIDATED June 2017 Shares June 2016 Shares June 2017 $ June 2016 $ 53,533,247 32,104,675 24,865,111 11,546,617 2,866,050 2,866,050 - - Movements in fully paid ordinary share capital Date No of shares Issue price $ Opening balance at 1 July 2015 Issue of ordinary shares - fully paid Elimination of shares on reverse acquisition by Litigation Capital Management Limited Existing shares of Litigation Capital Management Limited Balance at 30 June 2016 Opening balance at 1 July 2016 Issue of shares Share issue transaction costs, net of tax Balance at 30 June 2017 5,170,447 n/a 11,005,620 Jul-15 180,332 540,996 Oct-15 (5,350,779) Oct-15 32,104,675 - 1 32,104,675 11,546,617 32,104,675 n/a 11,546,617 Dec-16 21,428,572 $0.70 15,000,000 53,533,247 24,865,111 (1,681,506) Movements in partly paid ordinary share capital Date No of shares Issue price $ Opening balance at 1 July 2016 Balance at 30 June 2016 Opening balance at 1 July 2016 Issue of shares Balance at 30 June 2017 2,866,050 n/a 2,866,050 2,866,050 - 2,866,050 n/a n/a - - - - ANNUAL REPORT 2017 45 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FINANCIAL YEAR ENDED 30 JUNE 2017LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509 (c) Capital risk management The Group considers its capital to comprise its contributed equity, any accumulated retained earnings as well as its credit facility which is classified as a financial liability in the Consolidated Statement of Financial Position. When managing capital, management’s objective is to ensure that the consolidated entity continues as a going concern, has sufficient capital to meet its growth aspirations and to provide optimal returns to shareholders. The Company is not subject to any regulatory imposed capital requirements. In making decisions to adjust its capital structure to achieve these aims, the Group considers not only its short-term position but also its long-term operational and strategic objectives. In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The capital risk management policy has not changed during the year. Significant Accounting Policies Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Note 18 Share based payments reserve The share-based payments reserve is used to recognise the fair value of options issued to employees under the Employee Share Option Scheme. This reserve can be reclassified as retained earnings if options lapse and subsequently be declared as a dividend. Options issued under option plan 165,903 95,703 CONSOLIDATED June 2017 $ June 2016 $ Employee option plan The Option Plan gives directors David King and Patrick Moloney the opportunity to participate in the plan. The directors have been granted 600,000 and 900,000 options respectively, which vest 3 years after grant date. When vesting occurs, each option can be exercised to purchase 1 ordinary share in Litigation Capital Management Limited at an exercise price of $1.00. The options granted on 1 December 2013 can be exercised to purchase 1 ordinary share in Litigation Capital Management Limited at an exercise price of $0.47. Details of options outstanding as part of the employee option plan during the period are as follows: 30 June 2017 Grant date Exercise date Expiry date Balance at beginning of the year Granted during the year Exercised during the year Balance at the end of year Exercisable at the end of the year 1/12/2013 1/12/2013 1/12/2018 3,190,116 - 20/9/2016 1/11/2018 1/11/2021 - 1,500,000 3,190,116 1,500,000 Weighted average exercise price of those with an exercise price 0.47 1.00 - - - - 3,190,116 3,190,116 1,500,000 4,690,116 3,190,116 0.64 0.47 The weighted average remaining contractual life of share options outstanding at the end of the period was 5.13 years. (2016: 2.58 years) ■ options are granted for no consideration, have a 3 year life and are exercisable after the vesting date of 1 November 2018 Fair value of options granted The fair value at grant date was determined by using a Black-Scholes option pricing model that takes into account the share price at grant date, exercise price, expected volatility, option life, expected dividends, the risk free rate, vesting and performance criteria, the impact of dilution, the fact that the options are not tradeable. The inputs used for the Black-Scholes option pricing model for options granted during the year ended 30 June 2017 were as follows: 46 LITIGATION CAPITAL MANAGEMENT LIMITED ■ grant date: 20/09/2016 ■ share price at grant date: $0.70 ■ weighted average exercise price: $1.00 ■ ■ ■ ■ expiry date: 01/11/2021 expected volatility: 25% expected dividend yield: 0% risk free rate: 5% NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FINANCIAL YEAR ENDED 30 JUNE 2017LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509 Expected volatility was determined based on the historic volatility (based on the remaining life of the option), adjusted for any expected changes to future volatility based on publicly available information. The fair value of the options issued during the period is $195,000. An amount of $70,200 has been expensed during the period, with the remainder to be expensed over the remaining vesting period. Note 19 Subsidiaries and Transactions With Non-Controlling Interests Interests in Subsidiaries Information relating to the group’s interests in subsidiaries at 30 June 2017 is set out below. All entities are incorporated in and operate within Australia. The ownership of each subsidiary is equal to the voting rights of each entity. Name of Entity LCM Litigation Fund Pty Ltd ALF No.4 Pty Ltd ALF No 9 Pty Ltd LCM Litigation Management Pty Ltd LCM Litigation Investment Fund No 1 Pty Ltd LCM Operations Pty Ltd LCM Unit Trust Basis Partnership 1 entity was deregistered during the year. Ownership Interest 2017 % 100% n/a¹ 100% 100% 100% 100% 60% 30%2 2016 % 100% 100% 100% 100% 100% - 60% 30%2 Ownership Interest held by non-controlling interests 2017 % 2016 % - - - - - - - - - - - - 40% 70% 40% 70% 2 the consolidated entity is deemed to control Basis Partnership as it directs activities of the entity as part of it’s role as Partnership Manager and the non-controlling interests do not have sufficient voting rights to remove the Partnership Manager without the consolidated entities vote. ANNUAL REPORT 2017 47 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FINANCIAL YEAR ENDED 30 JUNE 2017LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509 Non-controlling interests (NCI) The table below sets out the summarised financial information for each subsidiary that has non- controlling interests that are material to the group. Amounts disclosed are before intercompany eliminations. Summarised statement of financial position Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Net assets LCM Unit Trust 2017 $ 2016 $ Basis Partnership 2016 2017 $ $ 46,063 248,451 - - 46,063 248,451 84,375 148,451 - - 84,375 148,451 (38,312) 100,000 Summarised statement of profit or loss and other comprehensive income Revenue Other income Expenses Profit/(loss) before income tax expense Income tax expense Profit/(loss) after income tax expense Other comprehensive income Total comprehensive income Statement of cash flows Net cash from operating activities Net cash used in investing activities Net cash used in financing activities - - 154,108 - 138,313 73,034 (138,313) 81,074 - - (138,313) 81,074 - - (138,313) 81,074 (202,389) (5,658) - - 357,374 (103,266) Net increase/(decrease) in cash and cash equivalents (202,389) 248,451 Other financial information Profit attributable to non-controlling interests Accumulated non-controlling interests at year end Distributions paid to non-controlling interests (55,325) 32,430 (15,325) 40,000 - 32,430 Transactions with non-controlling interests On 13 February 2014 the LCM Unit Trust was established. The consolidated entity sold rights to performance fees to LCM Unit Trust for $150,000, which this amount contributed back to LCM Unit Trust for a 60% ownership in the entity. The remaining 40% is equally owned by Australian Insolvency Group Pty Ltd of which Patrick Coope is a shareholder and Heli- Saw Holdings Pty Ltd of which Patrick Moloney is a shareholder. 48 LITIGATION CAPITAL MANAGEMENT LIMITED - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (111,328) (111,328) - - 77,929 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FINANCIAL YEAR ENDED 30 JUNE 2017LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509 Note 20 Remuneration of auditors During the financial year the following fees were paid or payable for services provided by BDO Audit (SA) Pty Ltd, the auditor of the company, its network firms and unrelated firms: Audit Services Amounts paid/payable for audit and review of financial statements for the entity or any entity in the Group Taxation Services Amounts paid/payable to a related practice of the auditor for tax compliance and advisory services Other Services CONSOLIDATED June 2017 $ June 2016 $ 68,861 52,427 11,235 9,978 Amounts paid/payable to a related practice of the auditor for corporate finance services 58,470 161,819 Note 21 Reconciliation of profit after income tax to net cash from operating activities Profit/(loss) after income tax expense for the year Adjustments for: Net impact of the reclassification of litigation related cash flows to cash flows to/(from) investing activities Depreciation and amortisation Change in operating assets and liabilities: Decrease in trade and other receivables Increase/(decrease) in trade and other payables Increase/(decrease) in deferred taxes Increase in employee benefits Increase in share based payments Net cash from operating activities CONSOLIDATED June 2017 $ June 2016 $ (2,340,508) (2,213,415) (2,182,426) (108,049) 6,258 4,898 628,979 (287,375) 135,081 889,477 (522,572) (988,589) 52,714 70,200 42,027 - (4,152,274) (2,661,026) ANNUAL REPORT 2017 49 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FINANCIAL YEAR ENDED 30 JUNE 2017LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509 Note 22 Related party transactions (a) Parent entity Litigation Capital Management Limited is the parent entity of the Group. Litigation Capital Management Limited was incorporated on 9 October 2015 and is domiciled in Australia. The registered address of Litigation Capital Management Limited is Level 25, Aurora Place, 88 Phillip Street, Sydney, NSW, 2000. of the issued share capital of LCM Litigation Fund Pty Ltd on 16 November 2015. Upon completion of the acquisition, Litigation Capital Management Limited issued 6 shares for every 1 held in LCM Litigation Fund Pty Ltd to existing shareholders as consideration for the share in LCM Litigation Fund Pty Ltd. (b) Subsidiaries Litigation Capital Management Limited acquired 100% Interests in subsidiaries are disclosed in note 19. (c) Key Management Personnel Compensation The aggregate compensation made to directors and other members of key management personnel of the consolidated entity is set out below: Short-term employee benefits Post-employment benefits Long term benefits CONSOLIDATED June 2017 $ June 2016 $ 1,066,054 450,000 32,049 77,675 25,000 - 1,175,778 475,000 (d) Transactions with related parties The following transactions occurred with related parties: Patrick Moloney is a director and shareholder of 101 Capital Pty Ltd. 101 Capital Pty Ltd is the Trustee of LCM Litigation Investment Fund and engages LCM Litigation Management Pty Ltd to manage this entity on it’s behalf. During the year, LCM Litigation Management Pty Ltd has earned a management fee of $nil (2016: $42,000) and performance fee of $nil (2016: $356,537). As at 30 June 2017 there were no amounts owing to 101 Capital (2016: $nil). Patrick Moloney is a shareholder of Litigation Insurance Pty. Ltd which carries out insurance broking services. This entity arranges After The Event insurance policies for either the consolidated entity or Litigants to whom the consolidated entity is providing funding to. Litigation Insurance Pty Ltd is not paid a fee or commission from the consolidated entity for these insurance broking services however brokerage fees are paid by the insurer. Steven McLean is a shareholder and director of 145 Fleet Pty Ltd, which carries out financial advisory services. During the year, 145 Fleet has consulted to LCM and earned fees of $512,430 (2016: $119,000). As at 30 June 2017 there were no amounts owing to 145 Fleet (2016: $11,000). During the 2016 year, the following related parties loan funds to Litigation Capital Management Limited which were repaid with interest during the 2016 year. Start Date Amount Interest Total Repayment Date Douglas Battersby Steven McLean David King Patrick Moloney 19/4/2016 21/4/2016 27/4/2016 3/5/2016 150,000 140,000 50,000 40,639 Patrick Moloney 12/5/2016 200,000 6,295 5,692 1,770 1,332 5,377 156,295 145,692 51,770 41,971 22/6/2016 22/6/2016 20/5/2016 22/6/2016 205,377 24/6/2016 580,639 20,466 601,105 Transactions with non-controlling interests Director Patrick Moloney has a non-controlling interest in LCM Unit Trust and Basis Partnership. 50 LITIGATION CAPITAL MANAGEMENT LIMITED NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FINANCIAL YEAR ENDED 30 JUNE 2017LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509 Note 23 Parent entity information Set out below is the supplementary information about the parent entity. Statement of profit or loss and other comprehensive income Profit/(loss) after income tax Total comprehensive income Statement of financial position Total current assets Total assets Total current liabilities Total liabilities Equity Issued capital Share based payments reserve Retained profits Total equity June 2017 $ June 2016 $ (2,150,133) (2,550,153) (2,150,133) (2,550,153) 13,544,239 10,087,927 22,160,032 18,084,352 2,028,246 10,566,164 20,352,609 12,514,438 11,546,617 11,546,617 95,703 95,703 (9,834,897) (6,072,406) 1,807,423 5,569,914 Significant accounting policies The accounting policies of the parent entity are consistent with those of the consolidated entity. Note 24 Events after the reporting period On 31 August 2017 the Group entered into a credit facility with a private investor, Ambro Nominees Pty Ltd. The credit facility provides the Group with a line of credit up to $4 million over a term of 18 months. The credit facility has been provided on normal commercial terms and is secured by charges granted by the Group and two of its operating subsidiaries. The entry into the credit facility enables the Group to enter into a number of litigation funding opportunities, which will be announced to the market in due course, and continue with the growth of its portfolio of Litigation Projects. In addition, the Group is engaged in advanced negotiations with a number of parties in respect of both a larger commercial credit facility as well as a commercial co-funding arrangement. A larger and more permanent source of debt capital will enable the Group to continue with the growth of its portfolio of Litigation Projects and meet the increasing demand for its services. A commercial co-funding arrangement may enable the Group to enter into larger scale Litigation Projects which might otherwise represent concentration risk in its portfolio. The Group will announce to the market the entry into either of those anticipated facilities in due course. Note 25 Commitments and Contingencies (a) Operating lease commitments Leasing Arrangement Operating lease relate to business premises leased in Melbourne, Adelaide, Brisbane and Sydney. The Group has lease terms with between 1 and 6 month cancellation period requirements. Non-cancellable leases - not later than 12 months CONSOLIDATED June 2017 $ June 2016 $ 82,496 82,496 78,130 78,130 ANNUAL REPORT 2017 51 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FINANCIAL YEAR ENDED 30 JUNE 2017LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509 DIRECTORS’ DECLARATION In the directors’ opinion: ■ ■ ■ the attached financial statements and notes comply with the Corporations Act 2001, Corporations Regulations 2001, Australian Accounting Standards and other mandatory professional reporting requirements; the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 1 to the financial statements; the attached financial statements and notes give a true and fair view of the consolidated entity’s financial position as at 30 June 2017 and of its performance for the financial year ended on that date; ■ ■ there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable; and this declaration has been made after receiving the declarations required to be made to the directors in accordance with section 295A of the Corporations Act 2001for the financial year ended 30 June 2017. Signed in accordance with a resolution of directors. On behalf of the directors _____________________________________ Dr David King Chairman 31 August 2017 Sydney 52 LITIGATION CAPITAL MANAGEMENT LIMITED LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509DIRECTORS’ REPORTTel: +61 8 7324 6000 Fax: +61 8 7324 6111 www.bdo.com.au BDO Centre Level 7, 420 King William Street Adelaide SA 5000 GPO Box 2018 Adelaide SA 5001 Australia INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF LITIGATION CAPITAL MANAGEMENT LIMITED Report on the Audit of the Financial Report Opinion We have audited the financial report of Litigation Capital Management Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2017, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial report, including a summary of significant accounting policies and the directors’ declaration. In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act 2001, including: (i) (ii) Giving a true and fair view of the Group’s financial position as at 30 June 2017 and of its financial performance for the year ended on that date; and 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 Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 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. BDO Audit (SA) Pty Ltd ABN 33 161 379 086 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (SA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees. Recoverable amount of Litigation Contract in Progress Key audit matter How the matter was addressed in our audit Note 12 to the financial report discloses the intangible Our audit procedures included, among others: assets consisting of Litigation Contracts in Progress, and the assumptions used by the Group in testing these assets for impairment. • Assessing the Group’s value in use model which calculates the recoverable amount of the Group’s litigation contracts, in order to The impairment assessment of intangible assets was a determine if any asset impairments were key audit matter due to the size of the recorded asset required. 2017 $12,470,549 (2016 $6,494,243), the degree of estimation and assumptions required to be made by the Group, specifically concerning future discounted cash flows. • Evaluating and challenging the Group’s assumptions and estimates used to determine the recoverable amount of its assets, including those relating to estimated costs to complete a Litigation Contract in Progress, the value to the Group of the Litigation Contract in Progress once completed, and the timing of completion of the Litigation Contract in Progress. Assessing the accuracy of the forecasts by comparing previous forecasts with actual business results. Assessing the adequacy of the Group’s disclosures in note 12 about those assumptions to which the outcome of the impairment test is most sensitive, that is, that have the most significant effect on the determination of the recoverable amount of the litigation contract intangible assets. • • Recognition of Deferred Tax Assets Key audit matter How the matter was addressed in our audit As disclosed in note 13 in the financial report, the Our audit procedures included, among others: Group recognised gross deferred tax assets of $7,766,837 at 30 June 2017, of which $7,100,444 arises • Evaluating the Group's rationale for the recognition and measurement of the net from tax losses carried forward. deferred tax assets of $4,337,436 by obtaining This area was a key audit matter due to the quantum calculations of forecast taxable income for the of the accumulated losses as well as the judgement Group in order to evaluate the Group's required in preparing forecasts to demonstrate the conclusion that sufficient taxable income would future utilisation of these losses in accordance with likely be earned in the future to utilise the tax the requirements of the Australian Accounting losses for which deferred tax assets have been Standards. recognized. 54 LITIGATION CAPITAL MANAGEMENT LIMITED Key audit matter How the matter was addressed in our audit • Assessing and challenging management’s judgements relating to the forecast of future taxable profit and evaluating the reasonableness of the assumptions underlying the preparation of • • these forecasts. Assessing the accuracy of the forecasts by comparing previous forecasts with actual business results. Assessing the adequacy and accuracy of the disclosures included in note 13 of the consolidated financial statements, which outlines the Board’s assessment and conclusion of the recoverability of the tax benefits. Other information The directors are responsible for the other information. The other information comprises the information contained in the directors’ report for the year ended 30 June 2017, but does not include the financial report and our auditor’s report thereon, which we obtained prior to the date of this auditor’s report, and the Chairman’s report and Managing Directors’ report, which are expected to be made available to us after that date. 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 identified above 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 on the other information that we obtained prior to the date of this auditor’s report, 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. When we read the Chairman’s report and Managing Director’s report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the directors and will request that it is corrected. If it is not corrected, we will seek to have the matter appropriately brought to the attention of users for whom our report is prepared. Responsibilities of the directors for the Financial Report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. ANNUAL REPORT 2017 55 In preparing the financial report, the directors are responsible for assessing the ability of the group 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 has 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 (http://www.auasb.gov.au/Home.aspx) at: http://www.auasb.gov.au/auditors_files/ar2.pdf This description forms part of our auditor’s report. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 14 to 20 of the directors’ report for the year ended 30 June 2017. In our opinion, the Remuneration Report of Litigation Capital Management Limited, for the year ended 30 June 2017, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. BDO Audit (SA) Pty Ltd Geoff Edwards Director Adelaide, 31 August 2017 56 LITIGATION CAPITAL MANAGEMENT LIMITED ANNUAL REPORT 2017 57 LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509SHAREHOLDER INFORMATIONShareholder Information AS AT 8 SEPTEMBER 2017 Shareholder Information required by the Australian Securities Exchange Limited (ASX) Listing Rules and not disclosed elsewhere in the Report is set out below. In accordance with the 3rd edition ASX Corporate Governance Council’s Principles and Recommendations, the 2017 Corporate Governance Statement, as approved by the Board, is available on the Company’s website at: https://www.lcmfinance. com/. The Corporate Governance Statement sets out the extent to which Litigation Capital Management Limited has followed the ASX Corporate Governance Council’s 29 Recommendations during the 2017 financial year. Substantial shareholders The number of securities held by substantial shareholders and their associates (as notified to the ASX) are set out below: Fully paid Ordinary Shares Number of security holders and securities on issue Litigation Capital Management Limited has issued the following securities: a) 53,533,247 fully paid ordinary shares held by 456 shareholders; b) 2,866,050 partly paid ordinary shares held by 4 shareholders; c) 1,500,000 unlisted options exercisable at $1.00 held by 2 option holders; and d) 3,190,116 unlisted options exercisable at $0.47 held by 2 option holders. Voting rights Ordinary shares The voting rights attached to ordinary shares are that on a show of hands, every member present, in person or proxy, has one vote and upon a poll, each share shall have one vote for each fully paid share they hold. Name Number % Partly paid shares Litigation Capital Management Limited Kanamex Pty Ltd and Mr Patrick John Moloney PFH (NSW) Pty Ltd ATD Paradice Family Trust Truebell Capital Pty Ltd (as trustee of the Truebell Investment Fund) 21,869,407 40.85* 3,212,557 6.00 2,828,570 5.28 2,751,079 5.14 *As disclosed in the IPO Prospectus dated 17 November 2016, these shares are subject to a two year mandatory restriction on transfer pursuant to the ASX Listing Rules following LCM’s Shares becoming Quoted. The voting rights attached to partly paid shares are that on a show of hands, every member present, in person or proxy, has one vote and upon a poll, a fraction of a vote for each partly paid share they hold. The fraction must be equivalent to the proportion which the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited). Amounts paid in advance of a call are ignored. Options Option holders do not have any voting rights on the options held by them. 58 LITIGATION CAPITAL MANAGEMENT LIMITED LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509SHAREHOLDER INFORMATIONDistribution of security holders Unmarketable parcel of shares (a) Quoted securities Category 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 Fully paid Ordinary shares Shares Holders % The number of shareholders holding less than a marketable parcel of ordinary shares is Nil (0) based on Litigation Capital Management Limited closing share price of $0.52, on 8 September 2017. 4 77 68 211 861 245,087 573,836 7,132,905 0.00 0.46 1.07 13.32 85.14 Twenty largest shareholders of quoted equity securities Fully paid ordinary shares Details of the 20 largest shareholders by registered shareholding are: 100,001 and over 96 45,580,558 Total 456 53,533,247 100.00 (b) Unquoted securities – partly paid shares Category Partly paid shares Shares Holders % 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 0 0 0 0 4 0 0 0 0 0.00 0.00 0.00 0.00 Name No. of shares 1 KANAMEX PTY LTD 3,212,557 2 BERNE NO 132 NOMINEES 2,457,143 PTY LTD 3. PFH (NSW) PTY LTD 2,400,000 4 UBS NOMINEES PTY LTD 2,142,858 5 J P MORGAN NOMINEES AUSTRALIA LIMITED % 6.00 4.59 4.48 4.00 3.83 3.21 2.99 2.99 2.92 2,052,138 1,720,002 1,601,484 1,601,484 1,562,404 2,866,050 100.00 6 MJC PTY LTD Total 4 2,866,050 100.00 (c) Unquoted securities – options exercisable at $1.00 Category $1.00 Options 7 SEISTEND PTY LTD 8 VERUSE PTY LTD 9 NATIONAL NOMINEES LIMITED Holders Options % 10 MERRIC INVESTMENTS 1,243,956 2.32 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over Total 0 0 0 0 2 2 0 0 0 0 0.00 0.00 0.00 0.00 1,500,000 100.00 1,500,000 100.00 (d) Unquoted securities – options exercisable at $0.47 PTY LTD 11 PORTIGON AG 1,080,000 12 AUSTRALIAN INSOLVENCY 1,016,824 GROUP PTY LTD 13 RST SUPER PTY LTD 14 PJF SUPER PTY LTD 15 KEYGROWTH PTY LTD 16 STAMINA PTY LTD 999,996 999,996 752,898 720,000 Category $0.47 Options Holders Options % 17 DRFT MANAGEMENT PTY 683,458 LTD 2.02 1.90 1.87 1.87 1.41 1.34 1.28 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over Total 0 0 0 0 2 2 0 0 0 0 0.00 0.00 0.00 0.00 18 PARADICE CAPITAL PTY 600,000 1.12 LTD 19 WOLSELEY (AUSTRALIA) 589,998 1.10 PTY LTD 20 LEMPIP NOMINEES PTY 528,700 0.99 3,190,116 100.00 LTD 3,190,116 100.00 Total for Top 20 27,965,896 52.24 Total on Register 53,533,247 100.00 ANNUAL REPORT 2017 59 LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509SHAREHOLDER INFORMATIONCompany secretary Ms Anna Sandham ■ Kanamex Pty Ltd hold 900,000 options; and ■ Seistend Pty Ltd hold 600,000 options. Litigation Capital Management Limited registered office in Australia; and of its principal administrative office ■ 3,190,116 unquoted options exercisable at $0.47 per option held by 2 option holders as follows: ■ Mr Patrick Moloney holds 1,595,058 options; and ■ Mr Patrick Coope hold 1,595,058 options. On market buy-back There is no current on market buy-back. Statement regarding use of cash and assets During the period between 12 December 2016 and 30 June 2017, Litigation Capital Management Limited has used its cash and assets readily convertible to cash that it had at the time of ASX admission in a way consistent with its business objectives set out in the prospectus dated 17 November 2016. Level 25, Aurora Place, 88 Phillip Street, Sydney NSW 2000 T: +61 2 8211 0511 Litigation Capital Management Limited register of securities, register of depositary receipts or other facilities for registration of transfers Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000 T: +61 1300 554 474 The number and class of restricted securities or securities subject to voluntary escrow that are on issue and the date that the escrow period ends The following restricted securities are subject to escrow for 24 months from the date of commencement of official quotation: ■ ■ ■ ■ 3,216,095 quoted fully paid ordinary shares; 1,128,600 unquoted partly paid ordinary shares; 1,500,000 unquoted options exercisable at $1.00 per option between 1 November 2018 and 1 November 2021; and 1,595,058 unquoted options exercisable at $0.48 per option on or before 1 December 2018. Unquoted securities Litigation Capital Management Limited have the following unquoted securities on issue: ■ 2,866,050 unquoted partly paid shares held by 4 shareholders as follows: ■ Australian Insolvency Group Pty Ltd hold 764,778 shares; ■ Litigation Support Services Pty Ltd hold 668,250 shares; and ■ Kanamex Pty Ltd hold 1,433,022 shares. ■ 1,500,000 unquoted options exercisable at $1.00 per option held by 2 option holders as follows: 60 LITIGATION CAPITAL MANAGEMENT LIMITED LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509SHAREHOLDER INFORMATIONANNUAL REPORT 2017 61 LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509lcmfinance.com SYDNEY Level 12, The Chifley Tower 2 Chifley Square Sydney NSW 2000 T 02 8211 0511 MELBOURNE Level 30, Collins Place 35 Collins Street Melbourne VIC 3000 T 03 9900 6270 ADELAIDE Level 30, Westpac House 91 King William Street Adelaide SA 5000 T 08 7129 8137 BRISBANE Level 36, Riparian Plaza 71 Eagle Street Brisbane QLD 4000 T 07 3121 3277 LITIGATION CAPITAL MANAGEMENT LIMITED | ABN 13 608 667 509

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