PSC Insurance Group Limited ANNUAL REPORT 2016 Contents Chairman’s Letter Managing Director’s Report PSC Foundation Corporate Governance Statement Directors’ Report Remuneration Report (Audited) Auditor’s Independence Declaration Financial Report Directors Declaration Independent Auditor’s Report Shareholder Information Corporate Information 1 2 7 9 14 19 29 30 85 86 88 90 1 PSC INSURANCE GROUP Chairman’s Letter We are very pleased to be presenting our inaugural Annual Report as a public Company and welcoming all our new shareholders. Whilst welcoming our new shareholders we strive as a company to ensure our customers still remain a very clear focal point for all our staff and business partners, and it is imperative that customer experience in dealing with PSC remains top of mind for us all. We welcome many of our shareholders as customers to the group and look to the future in expanding our customer and shareholder base concurrently. 2016 has been a landmark year for PSC, with key highlights being: • An Initial Public Offering of shares in PSC Insurance Group Ltd. • Continued growth and improvement in our existing businesses. • The completion of nine acquisitions, all of which contributed positively to financial results and we are confident will grow and strengthen the business over the medium term. The Managing Director’s Report will deal with our financial results in detail, however the Board is pleased that we were able to deliver results ahead of the expectations committed in our IPO forecasts, and that after the IPO the Group is increasingly well placed to continue to grow the business. Our business strategy remains a simple one; to grow the business through continual improvement of our existing businesses and considered and sensible acquisitions where we see the ability for PSC to improve the underlying performance over the medium term. We need to continue to offer our customers’ a real reason for doing business with us, by delivering exceptional service at a competitive price and continuing to provide our mantra of “We make it Personal’. The Board and senior management and all our dedicated staff and business partners remain highly invested and motivated to the sustained performance of the Group over the medium term, and look forward to enriching customers and shareholders alike. We will continue to have a diversified range of Insurance intermediary businesses, predominantly in Australia, New Zealand and United Kingdom. Finally, on behalf of the Board, we would particularly like to thank all the dedicated PSC staff and business partners for their huge efforts and very significant contribution to making 2016 the successful year it was. It has been a rewarding and exciting experience for all, and the Board sincerely thanks everyone for their valuable contribution in achieving the results to date. Your sincerely, Brian Austin Non-Executive Chairman 2 Managing Director’s Report Key financial highlights in 2016 for PSC were: • Underlying revenue was up 34% on the prior corresponding period (pcp) to $67.5 million and ahead of prospectus expectations of $60.0 million. Statutory revenue was up 30% to $67.8 million. • Underlying1 earnings before interest, tax, depreciation and amortisation (EBITDA) up 51% on the pcp to $21.2 million and ahead of prospectus expectations of $17.8 million. • Acquisitions completed after the IPO and not included in the prospectus forecasts contributed an underlying EBITDA of $1.7 million. • Statutory NPAT of $10.8 million, after material one off staff share expenses, IPO related expenses, other non-recurring costs and an inflated average tax rate2 of 32%, ahead of prospectus expectations of $10.0 million. • Underlying net profit after tax and before amortisation (NPATA) up 70% on the pcp to $14.3 million and ahead of the prospectus forecast of $12.5 million. Revenue: Increased revenue was the result of a combination of both acquisitions and organic growth from existing businesses and this operational balance remains a key Executive priority. The revenue performance over the last 5 years is represented below: UNDERLYING REVENUE UNDERLYING REVENUE 80.0 70.0 60.0 50.0 40.0 30.0 20.0 10.0 0.0 2012 2013 2014 2015 2016 1 2 Excluding the non-recurring costs associated with the expensed staff share allocation, other costs associated with the IPO which were not offset against paid up capital and other non-recurring acquisition costs. FY16 average tax rate impacted by the one off impact of non-deductibility of staff share cost allocated in the IPO for nil consideration, other IPO costs and one off impacts upon entering into a tax consolidated group post IPO. ANNUAL REPORT 2016 3 PSC INSURANCE GROUP Over this period the adjustments between the statutory and underlying position were: ($m) Statutory Revenue Fair Value Adjustments/Capital Gains Gain on net assets exceeding consideration Underlying Revenue 2013 32.4 0.0 0.0 32.4 2014 40.6 (1.7) 0.0 38.9 2015 52.1 (1.3) (0.5) 50.3 Specifically regarding 2016, and following our half year result announcement, the Group completed a further six acquisitions up to 30 June 2016. The increased revenue in 2016 can be categorised as follows: Category Full Year Impact of Prior Year Acquisitions Current Year Impact of Current Year Acquisitions (pre IPO) Current Year Impact of Current Year Acquisitions (post IPO) Organic Growth Underlying Revenue Growth 2016 67.8 0.0 (0.3) 67.5 $m 5.3 1.9 6.2 3.8 17.2 The prior year acquisitions relate to the Alsford Page & Gems Ltd (APG) business, and reflects both the full year impact of its first half FY16 contribution and pcp growth. Additionally, the Group made nine acquisitions in the period and they contributed $8.1 million in revenue. The largest acquisitions were: • Reliance Franchise Partners (Australian network broking business, where the Group holds a 50% shareholding in the businesses of our Partners). • Australian Reliance Perth and Sydney (Australian broking businesses). • John Holman & Sons (UK wholesale broking business). • Hiscock Insurance Brokers (Australian broking business). • T A Management (Life broking business). These businesses have made a solid contribution to the Group in FY16 and we are confident will be valuable additions to the Group into the future. As discussed in our half year announcement, the existing businesses have continued to grow at a sound level and organic growth continues to be a core focus of the Group. Australian broking has grown solidly excluding acquisitions. Australian network and underwriting agency business have grown strongly and the UK wholesale broking and underwriting agency business excluding APG, was flat, reflective of soft market conditions. 4 Managing Director’s Report (continued) Underlying EBITDA Efficiency and integration have been a key operational focus in 2016. The underlying EBITDA performance over the last 5 years is represented below: UNDERLYING EBITDA UNDERLYING EBITDA 25.0 20.0 15.0 10.0 5.0 0 2012 2013 2014 2015 2016 Over this period the adjustments between the statutory and underlying position were: ($m) Statutory EBITDA Non Recurring Revenue Adjustments IPO, transaction and restructure costs Non recurring legal costs Subsidiary restructure costs Underlying EBITDA 2013 5.1 0.0 0.0 1.2 1.8 8.1 2014 12.4 (1.7) 0.4 0.0 0.0 11.1 2015 14.7 (1.8) 0.9 0.2 0.0 14.0 The increased underlying EBITDA in 2016 can be categorised as follows: Category Full Year Impact of Prior Year Acquisitions Current Year Impact of Current Year Acquisitions (pre IPO) Current Year Impact of Current Year Acquisitions (post IPO) Organic Growth Underlying EBITDA Growth 2016 18.5 (0.3) 3.0 0.0 0.0 21.2 $m 0.6 1.1 1.7 3.7 7.1 ANNUAL REPORT 2016 5 PSC INSURANCE GROUP Underlying EBITDA margins have improved from 28% in FY15 to over 31% in FY16, underlying EBITDA margin performance over the last 5 years is represented below: UNDERLYING EBITDA MARGIN UNDERLYING EBITDA MARGIN 35.0% 30.0% 25.0% 20.0% 15.0% 10.0% 5.0% 0.0% 2012 2013 2014 2015 2016 A majority of the organic revenue growth in the existing businesses has translated to improved earnings growth. A key focus was on cost management and looking for efficiencies across the business and better use of the Group’s increasing scale. Costs have been restrained in the Australian broking businesses and the UK wholesale businesses in particular. The pre IPO acquisitions have quickly made a good contribution. The post IPO acquisitions have made a solid contribution but have less impact reflecting their inclusion for less than six months. We see good medium term potential for growth and margin improvement. Underlying EBITDA is before one off corporate costs associated with the IPO process of approximately $1.9 million, the main part of which was a non-cash expense of approximately $1.5 million relating to the staff share allocation. The balance largely relates to legal and one off integration costs associated with the acquisitions. Underlying NPATA and Statutory NPAT: ($m) Statutory NPAT, incl NCI Amortisation Tax Adjusted Impact of Revenue and Expense Adjustments IPO Interest Adjustment Underlying NPATA 2013 2014 2015 1.9 0.2 2.8 0.0 4.9 6.7 0.2 (0.9) 0.0 6.0 8.7 0.2 (0.5) 0.0 8.4 2016 10.8 0.5 2.4 0.6 14.3 Underlying NPATA of $14.3 million adjusts the statutory NPAT of $10.8 million to reflect: • The non-cash amortisation charge. • The one off charges relating to the IPO and acquisitions. • As highlighted in the prospectus, funds received from the IPO were used to repay the majority of the Group’s debts3. It reflects an adjustment for the after tax interest cost on the pre IPO debt that was repaid. The Group believes this underlying NPATA provides a better reflection of the future position. Additionally, we expect the average tax rate of the Group to normalise4 in FY17. 3 With the exception of an ongoing debt facility in the UK which was maintained post IPO. 4 Noting Australian corporate tax rate of 30% and UK corporate tax rate of 18% in FY17. 6 Managing Director’s Report (continued) Statutory NPAT performance attributable to members of the Group and excluding non-controlling interests (NCI) over the last 5 years is represented below: STATUTORY NPAT TO MEMBERS STATUTORY NPAT TO MEMBERS 10.0 8.0 6.0 4.0 2.0 0.0 2012 2013 2014 2015 2016 All factors being equal, the non-controlling interest share of NPAT in FY16 will reduce as the purchase of the great majority of the NCI occurred at IPO in December 2015. Balance Sheet The Group believes we are conservatively geared after the IPO and the subsequent acquisitions. We would expect that there is capacity for prudent increases in debt levels to increase earnings per share. The Board and management are additionally focused on return on equity as a key performance metric. We note that earnings per share and dividend per share metrics this year are not especially instructive given the change in the number of shares on issue as part of the IPO. Summary: As stated by the Chairman, 2016 has been a landmark year for the Group, completing a successful IPO, completing a number of important acquisitions and growing and improving our businesses. The Board and management remain highly invested in the future of the Group and are focused on continuing to grow the business in an efficient manner and are confident the business will continue to improve over the medium term. ANNUAL REPORT 2016 7 PSC INSURANCE GROUP PSC Foundation PSC Foundation About the PSC Foundation The PSC Foundation was set up as a way to support the endeavours of the people in the PSC group of companies in their charitable and community endeavours Australia wide. Our primary purpose is to build upon the amazing contributions our people make in the different communities where they live, work and support. Over the years, our people have contributed in significant donations and countless hours of time volunteering for a range of community organisations. The PSC Foundation has been established to consolidate and actively support their community involvement so that our team’s passions for the community can be fully realised. This provides benefits for both our team and community organisations and encourages individual involvement at a grassroots level. It is our aim to help anyone from within our group to be able to give back to the community and to society. We are fortunate enough to have passionate and committed individuals making significant contributions to their community in order to benefit others. The PSC Foundation enables them to contribute even more than on their own. Our Objectives Our activities are driven by the endeavours of our people and as such our key objectives are: • To support and encourage our people to support the communities they live and work within • To contribute in skilled and sustainable ways to help community organisations succeed or overcome problems • To raise the profile of the organisations and causes we support. • To encourage good corporate citizenship by highlighting the depth and breadth of our community involvement across the group We seek to achieve these objectives by: • Providing grants of up to $25,000 to a charity or charitable cause where our people are involved through significant volunteering, fundraising, pro bono work or board/management committee involvement. • Supporting team-led community activities and matching PSC team fundraising efforts • Recognising leadership and community commitment through internal and external communications. Our Funding Approach The PSC Foundation supports organisations that have the existing involvement of our people through significant volunteering, fundraising, pro bono work or board/management committee involvement. PSC Group team involvement is a pre-requisite for all of the Foundation’s activities There are two ways the PSC Foundation can contribute to a charity or community endeavour: • Major donation grant – providing grants of up to $25,000 to a charity or charitable cause sponsored by a PSC Group team member. • PSC team matching program – gives our team the ability to direct funding towards the issues and commitments that are important to them. This year a total of $20,000 (in six monthly lots of $10,000) will be available to match team fundraising efforts dollar for dollar for fundraising activities in your community. (Note each contribution is capped at $500 for individuals and $2000 for team activities so more people across the group have the chance to participate). The PSC Foundation is committed to transparency in all its actions. The criteria for grant applications is determined by the PSC Foundation Board. The Board will also conduct a comprehensive approval process choosing the application/s that they feel best meets this criteria and can benefit the community the most. 8 PSC Foundation (continued) Our Benefactors this Year ANNUAL REPORT 2016 9 PSC INSURANCE GROUP Corporate Governance Statement The Board is responsible for the corporate governance of the Group. Outlined are policies and practices adopted by the Group. We are committed to high standards in accordance with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations unless stated otherwise. Principle 1 – Lay solid foundations for management and oversight The Board’s role includes guiding the Group’s strategic direction, driving its performance and overseeing the activities of management and the operation of the Group. The respective roles and responsibilities of the Board and executives are defined in the Board Charter, a copy of which is available on the Group’s website at www.pscinsurancegroup.com.au. There is a clear delineation between the Board’s responsibility for the Group’s strategy and activities, and the day-to-day management of operations conferred upon the Group’s officers. More specifically, the Board is responsible for: Strategy and financial performance These include: • develop, approve and monitor the Group’s corporate strategy, investment and financial performance objectives; • determine the Group’s dividend policy; • evaluate, approve and monitor all aspects of capital management, including material acquisitions, divestitures and other corporate transactions, including the issue of securities of the Group and undertaking of new debt facilities or issue of debt securities; • approve all financial reports and material reporting and external communications by the Group; • appoint the Chair of the Board and, where appropriate, any deputy chair or senior independent director; Executive and Board management These include: • appoint, monitor and manage the performance of the Group’s directors; • manage succession planning for the Group’s executive directors and any other key management positions as identified from time to time; • ratify the appointment and, where appropriate, the removal of senior management of the Group and any subsidiaries; • review and approve the remuneration of individual Board members and senior executives, having regard to their performance; Audit and risk management These include: • appoint the external auditor and determine its remuneration and terms of appointment; • ensure effective audit, risk management and regulatory compliance programs are in place; • approve and monitor the Group’s risk and audit framework and its Risk Management Policy; • monitor the Group’s operations in relation to, and in compliance with, relevant regulatory and legal requirements; • approve and oversee the integrity of the accounting, financial and other corporate reporting systems and monitor the operation of these systems; 10 Corporate Governance Statement (continued) Corporate governance and disclosure These include: • evaluate the overall effectiveness of the Board, its committees and its corporate governance practices and policies; • supervise the public disclosure of all matters that the law and the ASX Listing Rules require to be publicly disclosed in a manner consistent with the Continuous Disclosure Policy; • approve the appointment of directors to committees established by the Board and oversee the conduct of each committee; The Group Secretary, Stephen Abbott, reports directly to the Chairman of the Board. The role of the Group Secretary is outlined in the Board Charter. The responsibility for the operation of the Group is delegated by the Board to the Managing Director. The Board and senior management monitor the performance of the Group through monthly reporting of the operating performance of each business, with reference to Board approved budgets and prior corresponding periods. The Remuneration and Nominations Committee monitors the performance of Key Management Personnel. All Directors have a written agreement setting out the terms of their employment. Principle 2 – Structure the Board to add value The Board currently comprises three Non-Executive Directors and two Executive Directors. Of these five Directors, two are independent Non-Executive Directors; Mr Antony Robinson and Mr Melvyn Sims (appointed after year end). Whilst the Chairman is not independent, the Board are highly invested in the Group and believe this is in the best interests of all shareholders to drive the performance and add value. Mr Brian Austin, Mr Paul Dwyer and Mr John Dwyer are all substantial shareholders in the Group, directly and indirectly controlling in excess of 60% of the shares. The experience and expertise relevant to the position of Director held by each director at the date of this report is included in the Directors’ Report. The term in office held by each director at the date of this report is as follows: Name Term in office Mr Brian Austin – Chairman, Non-executive Mr Paul Dwyer, Managing Director Mr John Dwyer – Non-executive Mr Antony Robinson - Independent 6 years 6 years 6 years 1 year Mr Melvyn Sims - Independent Appointed 8/08/2016 ANNUAL REPORT 2016 11 PSC INSURANCE GROUP Principal 2.4 and 2.5 of the ASX Corporate Governance Principals and Recommendations recommends that the Board comprise a majority of Directors who are independent, and an independent Chairperson. The Board as currently composed does not comply with those recommendations. The Board has established two committees to assist it in its endeavours: • Audit & Risk Committee. • Remuneration & Nominations Committee. The charter of each of these committees can be reviewed at www.pscinsurancegroup.com.au. In considering the skills required by members of the Board, consideration is given to the following: • Insurance industry experience. • Executive management experience. • Financial acumen. • Legal knowledge. • UK business experience. • Operational and acquisition experience. The Board has considered these requirements and is satisfied with the current composition. To enable performance of their duties, all directors: • are provided with appropriate information in a timely manner and can request additional information at any time, • have access to the Company Secretary • are able to seek independent professional advice at the company’s expense, • are able to undertake professional development opportunities to further develop their knowledge and skill needed to perform their role as director, and • have undergone an induction process to enable them to be effective Directors and gain substantial knowledge of the company. Principle 3 – Promote ethical and responsible decision making The Group is committed to operating honestly and ethically in all its business dealings and to embody this commitment has adopted a Code of Conduct which applies to all Directors, officers, employees, contractors or consultants of the Group as well as a Securities Trading Policy. Each of these has been prepared having regard to the ASX Corporate Governance Principles and Recommendations and is available on the Group’s website at www.pscinsurancegroup.com.au. The Group has adopted a Diversity Policy, a copy of which is available on the Group’s website at www.pscinsurancegroup. com.au. As stated in the Group’s 2015 prospectus, where candidates for Board and Executive positions have commensurate experience and expertise, the Group will have a preference for appointments that enhance our diversity. Presently, the proportion of females employees across the Group is 52%. 12 Corporate Governance Statement (continued) Principle 4 – Safeguard integrity in financial reporting The Group has established an Audit & Risk Management Committee to oversee the management of financial and internal risks. Given the size and composition of the Board, all the members of the Group’s Audit & Risk Management Committee are not non-executive Directors and the majority are not Independent Directors. The Committee is chaired by Independent Non-executive Director, Mr Robinson. Mr Paul Dwyer is the other member of this committee. Principal 4.1 of the ASX Corporate Governance Principals and Recommendations recommends that the audit committee have at least three members all of whom are Non-executive Directors. The Audit & Risk Management Committee is governed by an Audit & Risk Management Committee Charter, a copy of which is available on the Group’s website at www.pscinsurancegroup.com.au. Key roles of the Committee include: • Review of the half year and full year statutory financial statements. • Consideration of the performance of the external audit and the periodic rotation of that role. • Review of risk management assessment and the Group’s Risk Management Policy and internal financial controls. • The Audit and Risk Committee met three times during the year and each member attended all meetings. Prior to the approval of the financial statements, the Board received a declaration from the Managing Director and Chief Financial Officer that, in their opinion, the financial records have been properly maintained, are in accordance with Australian Accounting Standards and give a true and fair view of the financial performance and financial position of the Group. The companys’ auditor, Pitcher Partners, has indicated they will be attending the Annual General Meeting. Principle 5 – Make timely and balanced disclosure The Group is committed to providing timely and balanced disclosure to the market in accordance with its Continuous Disclosure Policy, a copy of which is available on the Group’s website at www.pscinsurancegroup.com.au. The Continuous Disclosure Policy is designed to ensure compliance with ASX Listing Rules and the Corporations Act 2001. All disclosures are subject to Board ratification. Principle 6 – Respect the rights of Shareholders The Group has adopted a Shareholder Communications Policy for Shareholders wishing to communicate with the Board, a copy of which is available on the Group’s website at www.pscinsurancegroup.com.au. The Group seeks to recognise numerous modes of communication, including electronic communication, to ensure that its communication with Shareholders is timely, frequent, clear and accessible. The Group provides investors with comprehensive and timely access to information about itself and its governance on its website at www.pscinsurancegroup.com.au. All Shareholders are invited to attend the Group’s annual meeting, either in person or by representative. The Board regards the annual meeting as an excellent forum in which to discuss issues relevant to the Group and accordingly encourages full participation by Shareholders. Shareholders have an opportunity to submit questions to the Board and to the Group’s auditor. ANNUAL REPORT 2016 13 PSC INSURANCE GROUP Principle 7 – Recognise and manage risk In conjunction with the Group’s other corporate governance policies, the Group has adopted a Risk Management Policy, which is designed to assist the Group to identify, evaluate and mitigate risks affecting the Group. The Audit & Risk Management Committee is responsible for reviewing whether the Group has any material exposure to any economic and commercial risks, and if so, to develop strategies to manage such risks, and present such strategies to the Board. The Group has identified certain key risks that could materially impact its performance, and implemented measures to manage these risks. These include, however are not limited to: • Regulatory risk – as a Group of regulated financial services businesses, changes in regulation or actions by regulators could impact the Group. • Personnel risk – competent employees and management are very important to the ongoing success of the Group. • Financial risk – sound risk management of the financial controls around client monies and financial reporting are very important. • Underwriter risk – the Group’s underwriting agency businesses require the ongoing support of their underwriters. If this support is withdrawn it could impact the Group. Risk management within the Group is further enhanced by a separate Compliance and Risk Management committee that meets quarterly to assess operational compliance risks across the group and is comprised of the Group’s compliance managers, finance staff, Managing Director and chaired by the Group’s in-house legal counsel. The compliance managers are responsible for monitoring and auditing insurance related operational functions to ensure continuing compliance with respective jurisdictional licensing requirements. Regular internal communication between the Group’s management and Board supplements the Group’s Risk Management Policy The Group regularly evaluates the effectiveness of its risk management framework to ensure that its internal control systems and processes are monitored and updated on an ongoing basis. Under the Audit & Risk Management Committee Charter, the Audit & Risk Management Committee is responsible for providing an independent and objective assessment to the Board regarding the adequacy, effectiveness and efficiency of the Group’s risk management and internal control process. A copy of the Group’s Risk Management policy is available on the Group’s website at www.pscinsurancegroup.com.au. Principle 8 – Remunerate fairly and responsibly The Group has a Remuneration & Nominations Committee to oversee the level and composition of remuneration of the Group’s Directors and executives. The Group’s Remuneration & Nomination Committee is governed by a Remuneration & Nomination Committee Charter, a copy of which is available on the Group’s website at www.pscinsurancegroup.com.au. The committee comprises two non-executive Directors: • Mr Antony Robinson – Independent (Chairman) • Mr Brian Austin Principal 8.1 of the ASX Corporate Governance Principals and Recommendations recommends that the Remuneration and Nominations Committee have at least three members all of whom are Non-executive Directors. The Board will consider the appointment of one further Independent Director during the course of this financial period. 14 Directors’ Report The directors present their report together with the financial report of the consolidated entity consisting of PSC Insurance Group Limited and the entities it controlled, for the financial year ended 30 June 2016 and auditor’s report thereon. This financial report has been prepared in accordance with Australian Accounting Standards. Directors The names of directors in office at any time during or since the end of the year are: Brian Austin (appointed 10 December 2010) John Dwyer (appointed 10 December 2010) Paul Dwyer (appointed 10 December 2010) Antony Robinson (appointed 13 July 2015) Melvyn Sims (appointed 8 August 2016) The directors have been in office since the start of the year to the date of this report unless otherwise stated. Company Secretary Mr Stephen Abbott holds the office of Company Secretary (appointed 18 May 2015). Principal activities The principal activity of the consolidated entity during the course of the financial year remained unchanged, namely operating a diverse range of insurance intermediation businesses across Australia, the UK and New Zealand, the results of which are disclosed in the attached financial statements. Results The consolidated profit after income tax and eliminating non-controlling interest attributable to the members of PSC Insurance Group Limited was $9,964,768 (2015: $6,412,230). Review of operations A review of the operations of the consolidated entity during the financial year and the results of those operations are as follows: Statutory revenue increased from $52.1 million to $67.8 million and statutory net profit after tax attributable to owners of PSC Insurance Group Limited increased from $6.4 million to $10.0 million. Underlying operating revenue from core operations increased 34% from $50.3 million to $67.5 million, underlying earnings before interest, tax, depreciation and amortisation (EBITDA) increased 51% from $14.1 million to $21.2 million and Underlying net profit after tax before amortisation (NPATA), increased 70% from $8.4 million to $14.3 million. These underlying results make adjustments for the one-off costs principally the result of the IPO of the Group’s shares and one off transaction and integration costs from the acquisitions undertaken. Over the course of the year the Group completed nine acquisitions. These acquisitions, as well as improvements in the existing businesses, were the drivers of the increased performance. Underlying EBITDA margin has improved from 28.0% to 31.4% and underlying NPATA margin has improved from 16.7% to 21.2%. The balance sheet has improved over the course of the year, with the capital raised from the IPO reducing the debt balances. Gearing5 as measured on a book value basis has reduced from 59% to 28%. The Board maintains a positive view and outlook on the prospects of the business. 5 Gross debt/(Gross debt=Equity) ANNUAL REPORT 2016 15 PSC INSURANCE GROUP Significant changes in the state of affairs During the year the consolidated entity undertook an Initial Public Offering of its shares on the ASX and undertook nine acquisitions. The main acquisitions were: • Reliance Franchise Partners (Australian network broking business, where the Group holds a 50% shareholding in the businesses of our Partners). • Australian Reliance Perth and Sydney (Australian broking businesses). • John Holman & Sons (UK wholesale broking business). • Hiscock Insurance Brokers (Australian broking business). • T A Management (Life broking business). Apart from the above there were no other significant changes in the state of affairs of the consolidated entity. After balance date events The consolidated entity acquired the business of Assured Cover Pty Ltd on the 2nd August 2016 and have integrated this business into its Sydney operations. Likely developments The consolidated entity will continue to focus on creating, acquiring and enhancing its operations to create shareholder value over the medium term to ensure our clients get the best possible service and value. Environmental regulation The consolidated entity’s operations are not subject to any significant environmental Commonwealth or State regulations or laws. Dividend paid, recommended and declared Details of dividends paid, declared or recommended are as follows: 2016 $ 2015 $ (a) Dividends paid or declared by PSC Insurance Group Limited Dividends paid fully franked 6,505,295 1,550,000 (b) Dividends paid to non-controlling interests Dividends paid partially franked 1,130,748 1,164,358 (c) Dividend declared after the reporting period and not recognised Since the end of the reporting period the directors have recommended/declared dividends in PSC Insurance Group Limited at 2.5 cents per share fully franked 5,634,453 3,613,650 Since the end of the reporting period the directors have recommended/declared dividends to non-controlling interests – 721,447 16 Directors’ Report (continued) Shares under option Unissued ordinary shares of PSC Insurance Group Limited under option at the date of this report as follows: Date option granted 14 December 2015 8 August 2016 Number of unissued ordinary shares under option 600,000 600,000 Issue price of shares Expiry date of the options $1.00/share $1.66/share 13 December 2020 7 August 2021 The options granted on 14 December 2015 were to Antony Robinson and the options issued on 8 August 2016 were to Melvyn Sims. No option has any right under the option to participate in any other share issue of the company. Shares issued on exercise of options No shares were issued during the reporting period up to the date of this report on exercise of options. Information on directors and company secretary The qualifications, experience and special responsibilities of each person who has been a director of PSC Insurance Group Limited at any time during or since 1 July 2015 is provided below, together with details of the company secretary as at the year end. Director Expertise, experience and qualifications Brian Austin Non-Executive Chairman Member of Remuneration and Nomination Committee Paul Dwyer Managing Director Dip Fin Serv (Ins) Member of Audit and Risk Management Committee John Dwyer Executive Director Dip Fin Serv (Ins) Brian Austin was appointed to the Board on 10 December 2010. With over 30 years industry experience, Mr Austin has held senior executive positions in the insurance industry, including CEO of Oamps Insurance Brokers Limited. Over that time Mr Austin has been instrumental in setting the strategy of capital raising and acquisitions. The executive positions Mr Austin has held has enabled him to develop a global network of key relationships that allow the future growth strategies of the entity to be pursued with much confidence. Mr Austin is a Director of the ASX listed AMA Group Limited. Paul Dwyer was appointed to the Board on 10 December 2010. Prior to being the Founder of PSC Insurance Group, Mr Dwyer held a senior executive position with Oamps Insurance Brokers Limited and previous to that role was a Regional Underwriter with CGU. As Group Managing Director and Founder of the PSC Insurance Group, Mr Dwyer’s focus remains the strategic direction of the entity, exploring acquisition and organic growth opportunities and to manage and work with the executive and staff within the entity to continually improve business operations. Mr Dwyer continues to drive the business ensuring that the finances and decision-making are robust, in order to deliver the financial outcomes of the Company. Mr Dwyer has not held directorships of other listed companies in the last three years. John Dwyer was appointed to the Board on 10 December 2010. Mr Dwyer has over 30 years experience in the insurance industry, spending time with QBE as a Regional Underwriting Manager, commencing a joint venture with Oamps Insurance Brokers Limited and eventually becoming Eastern Region Manager (NSW & ACT). As Director of Broking across the PSC Insurance Group, Mr Dwyer brings specialist business integration and practical operational skills pivotal to a growing business. Mr Dwyer has not held directorships of other listed companies in the last three years. ANNUAL REPORT 2016 17 PSC INSURANCE GROUP Director Expertise, experience and qualifications Antony Robinson Non-Executive Director B Com (Melb), ASA, MBA (Melb) Chair of Audit and Risk Management Committee and Remuneration and Nomination Committee Antony Robinson was appointed to the Board on 13 July 2015. Mr Robinson has significant experience in wealth management and insurance, including Managing Director of Centrepoint Alliance Limited, Chief Executive Officer and Executive Director of IOOF Holdings Ltd and OAMPS Limited, joint Managing Director of Falkiners Stockbroking, Managing Director of WealthPoint, and senior executive positions at Link Telecommunications and Mayne Nickless. Mr Robinson is a Director of three ASX listed entities being TasFoods Limited, Bendigo and Adelaide Bank Limited and Pacific Current Group Limited and holds a number of directorships of private companies, including River Capital Pty Limited. Melvyn Sims Non-Executive Director LLB (Hons) Nottm. Mel Sims was appointed to the Board on 8 August 2016. Mr Sims is a highly regarded London based corporate lawyer with extensive experience in the insurance industry gained during his 27 years as a partner in the international law firm DLA Piper. Over the course of Mr Sims’ career he has held senior management roles and advised businesses in commercial and transactional matters often with an international perspective and in diverse markets ranging from general retail, aviation, sport and leisure through to regulated financial services businesses. Mr Sims has extensive board experience, having served as a board member of the UK listed Towergate Insurance Limited for over 15 years. Mr Sims has not held directorships of other listed companies in the last three years. Stephen Abbott Company Secretary BBus, CA, CTA Stephen Abbott was appointed Company Secretary 18 May 2015, having joined the PSC Insurance Group in March 2012. Mr Abbott has over 35 years experience in accounting and finance both within industry and commerce and professional services firms with the last 10 years in insurance broking. Directors’ meetings The number of meetings of the Board of Directors and of each Board Committee held during the financial year and the numbers of meetings attended by each director were: Paul Dwyer John Dwyer Brian Austin Antony Robinson Board of Directors Audit & Risk Committee Remuneration Committee Eligible to attend Attended Eligible to attend Attended Eligible to attend Attended 5 5 5 5 5 5 5 5 2 2 2 2 2 2 2 2 In addition to the above Board Meetings there were a number of meetings of Directors to deal with ASIC administration matters pre IPO. At these meetings only a quorum was required. In addition to the scheduled Board Meetings, the Board has informal discussions on a regular basis to consider relevant issues. It also discusses strategic, operational and risk matters with senior management on an ongoing basis. Mr Mel Sims became a Director after the end of the financial year and therefore was not required to attend any of the above meetings. 18 Directors’ Report (continued) Director’s interests in contracts Directors’ interests in contracts are disclosed in the remuneration report. Directors’ interests in shares or options Directors’ relevant interests in shares of PSC Insurance Group Limited or options over shares in the company are detailed below. Directors’ relevant interests in: Paul Dwyer John Dwyer Brian Austin Antony Robinson Mel Sims Ordinary shares of PSC Insurance Group Limited Options over shares in PSC Insurance Group Limited 69,406,294 34,800,522 34,903,032 – – – 118,000 600,000 – 600,000 Auditor’s independence declaration A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 in relation to the audit for the financial year is provided with this report. Non-Audit Services Non-audit services are approved by resolution of the Audit Committee to the Board. Non-audit services provided by the auditors of the consolidated entity, Pitcher Partners (Melbourne), network firms of Pitcher Partners, and other non-related audit firms, are detailed below. The Directors are satisfied that the provision of the non-audit services during the year by the auditor is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. Amounts paid/payable to Pitcher Partners (Melbourne) for non-audit services: Taxation Services Other Services Amounts paid/payable to network firms of Pitcher Partners for non-audit services: Corporate secretarial services Amounts paid/payable to non-related auditors of group entities for non-audit services: Taxation services Other services 2016 $ 2015 $ 81,830 4,050 90,813 11,257 85,880 102,070 1,371 1,371 56,250 10,379 66,629 889 889 34,910 – 34,910 Total Amount Paid/Payable 153,880 137,869 ANNUAL REPORT 2016 19 PSC INSURANCE GROUP Indemnification and insurance of directors, officers and auditors During or since the end of the year, the consolidated entity has given indemnity or entered into an agreement to indemnify, or paid or agreed to pay insurance premiums in order to indemnify the directors of the consolidated entity. Further disclosure required under section 300(9) of the Corporations Law is prohibited under the terms of the contract. No indemnities have been given or insurance premiums paid, during or since the end of the year, for any person who is or has been an auditor of the consolidated entity. Proceedings on behalf of the consolidated entity No person has applied for leave of Court to bring proceedings on behalf of PSC Insurance Group Limited or any of its subsidiaries. Rounding Amounts In accordance with ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, the amounts in the Directors’ Report and in the financial statement have been rounded to the nearest dollar. Remuneration Report (Audited) The Directors present the consolidated entity’s 2016 Remuneration Report, which details the remuneration information for PSC Insurance Group Limited’s (PSC) Non-Executive Directors and Executive Directors. A. Details of the Key Management Personnel Directors Brian Austin Antony Robinson Melvyn Sims Period of Responsibility Position Full Year Chairman, Non-Executive Director Appointed 13 July 2015 Independent, Non-Executive Director Appointed 8 August 2016 Independent, Non-Executive Director Executive Directors Period of Responsibility Position Paul Dwyer John Dwyer Full Year Full Year Managing Director Executive Director B. Remuneration and Nomination Committee Remuneration Policies The Remuneration and Nomination Committee of the Board of Directors was established on 1 June 2015 and is responsible for making recommendations to the Board on the remuneration arrangements for each Non-Executive Directors (NED) and Executive Directors. The current members of the Remuneration and Nomination Committee are: Brian Austin and Antony Robinson. It was agreed by the Remuneration and Nomination Committee in May 2016 to appoint Mr. Melvyn Sims. This appointment did not take effect until 8 August 2016. Upon appointment 600,000 options in the consolidated entity were issued to Mr. Sims under the consolidated entity’s Long Term Incentive Plan. The Remuneration Committee assess the appropriateness of the nature and amount of remuneration of executives on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum shareholder benefit from the retention of high quality, high performing directors and executive team. In determining the level and composition of executive remuneration, the Remuneration and Nomination Committee may also engage external consultants to provide independent advice. 20 Directors’ Report (continued) The primary responsibility of the Remuneration and Nomination Committee is to review and recommend to the Board: • Executive remuneration and incentive policies and practices; • The Executive Directors’ total remuneration having regard to remuneration and incentive policies; • The design and total proposed payments from any incentive plan and reviewing the performance hurdles for any equity based plan; • The remuneration and related policies of Non-Executive Directors for serving on the board and any committee (both individually and in total); and • Any other responsibilities as determined by the Remuneration and Nomination Committee or the Board from time to time. Remuneration Strategy The remuneration strategy of the consolidated entity is designed to attract, motivate and retain employees, Executives and Non-Executive Directors by identifying and rewarding high performers and recognising the contribution of executives and employees to the continued growth and success of the consolidated entity. To this end, the key objectives of the consolidated entity’s reward framework are to: • Align remuneration with the consolidated entity’s business strategy; • Offer an attractive mix of remuneration benchmarked against the applicable market’s region; • Provide strong linkage between individual and the consolidated entity’s performance and rewards; and • Support the corporate mission statement, values and policies through the approach to recruiting, organising and managing people. Remuneration Structure In accordance with best practice corporate governance, the structure of the Non-Executive directors and executive remuneration is separate and distinct. Non-Executive Director Remuneration Structure The ASX Listing Rules specify that an entity must not increase the total aggregate amount of remuneration of Non-Executive Directors without the approval of holders of its ordinary securities. The Board and the Remuneration Committee, considers the level of remuneration required to attract and retain Directors with the necessary skills and experience for the consolidated entity’s Board. This remuneration is reviewed with regard to market practice and Directors’ duties and accountability. The consolidated entity set the following annual non-executive Directors’ fees: • Chairman: $300,000 per annum inclusive of superannuation; • Non-Executive Directors (Australia based): $60,000 per annum inclusive of superannuation; and • Non-Executive Directors (United Kingdom based) £50,000 per annum. The consolidated entity determines the maximum amount for remuneration, including thresholds for share-based remuneration for Executives, by resolution. The remuneration received by the Non-Executive Directors for the year ended 30 June 2016 is detailed in Table 1 of this section of the report. Executive Remuneration Structure The contracts for service between the consolidated entity and executives are on a continuing basis, the terms of which are not expected to change in the immediate future. Remuneration may consist of the following elements: • Fixed remuneration (base salary and superannuation); • Variable remuneration – short term incentives (STI) in the form of a performance based incentives; and • Long term incentive (LTI) (shares, options, performance rights and/or loan funded shares) ANNUAL REPORT 2016 21 PSC INSURANCE GROUP Fixed Remuneration Fixed remuneration is reviewed annually by the Board/Remuneration and Nomination Committee. The process consists of a review of the consolidated entity and individual performance, relevant comparative remuneration from external and internal sources and where appropriate, external advice on policies and practices. Variable Remuneration – short-term incentive (STI) Objective The key objective of the STI program is to link the achievement of the consolidated entity’s operational targets with the remuneration received by the Managing Director charged with meeting those targets. Structure Any STI payments granted depends on the extent to which specific targets set at the beginning of the financial year or on appointment are met. The Key Milestones or Key Performance Indicators (KPI’s) cover individual and organisational financial measures of performance. The consolidated entity has predetermined benchmarks that must be met in order to trigger bonus payments. On a financial year basis, after consideration of performance against the Key Milestones or KPIs, the Remuneration Committee, in line with their responsibilities determine the amount, if any, of the STI to be paid to the Managing Director. Variable Remuneration – long-term incentive (LTI) Objective The objectives of providing long-term incentives are: to attract, motivate and retain key PSC Directors and staff through the acquisition of, or entitlements to, shares and options. Structure The Board offers LTIs to reward the performance of Directors and staff, which is in alignment with shareholders interests and the long-term benefit of the consolidated entity. LTI awards are made under the PSC Insurance Group Limited Long Term Incentive Plan (Plan). Rewards under the LTI Plan will only vest and be exercisable if the applicable performance hurdles for vesting conditions have been satisfied, waived by the Board or are deemed to have been satisfied under the Plan Rules. Options were granted under the Plan during the 2016 Financial Year to Antony Robinson. See Table 6. Employment Agreements The consolidated entity has entered into Employment Agreements with all Executives, including the Managing Director. The consolidated entity may terminate the Executive Director’s Employment Agreements by providing at least six month’s written notice or providing payment in lieu of the notice period (based on the fixed component of the Executive’s remuneration). The consolidated entity may terminate the contract at any time without notice if serious misconduct has occurred. Managing Director’s Remuneration Under Paul Dwyer’s consultancy agreement his fixed remuneration is $25,000 per month inclusive of superannuation giving a total of $300,000 inclusive of superannuation per annum. In addition, Paul Dwyer is also eligible to receive a bonus of up to $200,000 per annum where certain financial forecasts are exceeded (as agreed with the consolidated entity). Mr. Dwyer may also be eligible to participate in the Long Term incentive arrangements operated by the consolidated entity in accordance with the terms and conditions governing those arrangements and as agreed to by the Board. 22 Directors’ Report (continued) C. (a) Table 1 Details of key management personnel remuneration Non-Executive Directors’ remuneration: 2016 Non-Executive Directors Brian Austin (ii) Antony Robinson (i) (i): Appointed 13 July 2015. (ii): Brian Austin provides his services via Melimar Estate Pty Ltd 2015 Non-Executive Directors Brian Austin (b) Table 2 Executives’ remuneration: 2016 Executive Directors Paul Dwyer (i) John Dwyer (ii) Short-Term Post employment Long-term payments TOTAL ance related Share-based Total perform- Options as % of total Salary fees $ Cash bonus $ Non- monetary $ Other $ 300,000 54,162 354,162 – – – – – – – – – Short-Term Salary fees $ Cash bonus $ Non- monetary $ 300,000 300,000 – – – – Other $ – – Short-Term Post employment Long-term payments TOTAL ance related Share-based Total perform- Options as % of total Salary fees $ Cash bonus $ Non- monetary $ Other $ 300,000 300,000 600,000 – – – – – – – – – (i): Paul Dwyer provides his services via Paul Dwyer Holdings Pty Ltd (ii): John Dwyer provides his services via Glendale Dwyer Pty Ltd (ATF Dwyer Family Trust). Short-Term Post employment Long-term payments TOTAL ance related Share-based Total perform- Options as % of total 2015 Executive Directors Paul Dwyer John Dwyer Salary fees $ Cash bonus $ Non- monetary $ Other $ 300,000 300,000 600,000 – – – – – – – – – Super annu- Retire ment Termin ation ation benefits benefits Incent ive plans Options Post employment Long-term payments TOTAL ance related Share-based Total perform- Options as % of total Super annu- Retire ment Termin ation ation benefits benefits Incent ive plans Options 5,145 5,145 $ – $ – – $ – – – $ – – – $ – – – $ – – $ – – – $ – – – $ – – – $ – – $ – – – $ – – – $ – – – $ – – $ – – – $ – – – 92,039 92,039 300,000 151,346 451,346 $ – $ – – $ – – – $ – – – $ $ $ $ 300,000 300,000 300,000 300,000 600,000 300,000 300,000 600,000 % – – – % – – % – – – % – – – % – 61% 20% % – – % – – – % – – – Super annu- Retire ment Termin ation ation benefits benefits Incent ive plans Options Super annu- Retire ment Termin ation ation benefits benefits Incent ive plans Options ANNUAL REPORT 2016 23 PSC INSURANCE GROUP Share-based payments TOTAL Total perform- ance related Options as % of total Short-Term Non- Salary fees Cash bonus monetary Other Post employment Super annu- ation $ Retire ment benefits $ Termin ation benefits $ Long-term Incent ive plans $ Options $ $ – 5,145 5,145 – – – – – – – – – – 300,000 92,039 92,039 151,346 451,346 Short-Term Non- Salary fees Cash bonus monetary Other Post employment Super annu- ation $ Retire ment benefits $ Termin ation benefits $ Long-term Incent ive plans $ Options $ $ Share-based payments TOTAL Total perform- ance related Options as % of total % – – – % – 61% 20% % – – % – – – – – – – – – – – – 300,000 300,000 Post employment Super annu- ation $ Retire ment benefits $ Termin ation benefits $ Long-term Incent ive plans $ – – – – – – – – – – – – Share-based payments TOTAL Total perform- ance related Options as % of total Options $ – – – $ 300,000 300,000 600,000 % – – – % – – – Post employment Super annu- ation $ Retire ment benefits $ Termin ation benefits $ Long-term Incent ive plans $ – – – – – – – – – – – – Share-based payments TOTAL Total perform- ance related Options as % of total Options $ – – – $ 300,000 300,000 600,000 % – – – % – – – C. (a) Table 1 Details of key management personnel remuneration Non-Executive Directors’ remuneration: 2016 Non-Executive Directors Brian Austin (ii) Antony Robinson (i) (i): Appointed 13 July 2015. (ii): Brian Austin provides his services via Melimar Estate Pty Ltd 2015 Non-Executive Directors Brian Austin (b) Table 2 Executives’ remuneration: (i): Paul Dwyer provides his services via Paul Dwyer Holdings Pty Ltd (ii): John Dwyer provides his services via Glendale Dwyer Pty Ltd (ATF Dwyer Family Trust). 2016 Executive Directors Paul Dwyer (i) John Dwyer (ii) 2015 Executive Directors Paul Dwyer John Dwyer $ $ $ $ 300,000 54,162 354,162 300,000 300,000 300,000 300,000 600,000 300,000 300,000 600,000 $ – – – $ – – $ – – – $ – – – Short-Term Non- Salary fees Cash bonus monetary Other Short-Term Non- Salary fees Cash bonus monetary Other $ – – – $ – – $ – – – $ – – – $ – – – $ – – $ – – – $ – – – 24 Directors’ Report (continued) D. (a) Relationship between remuneration and consolidated entity performance Remuneration not dependent on satisfaction of performance condition The non-executives remuneration policy is not directly related to the consolidated entity’s performance. The Board considers a remuneration policy based on short-term returns may not be beneficial to the long-term creation of wealth by the consolidated entity for shareholders. (b) Remuneration dependent on satisfaction of performance condition A portion of the Managing Director’s Remuneration is based on attainment of performance conditions. This performance- based remuneration is granted to the Managing Director and has regard to consolidated entity’s performance during each financial year. The following table summarises the performance conditions for performance-linked bonus: Table 3 KMP Paul Dwyer Performance conditions Certain financial forecasts which are determined by and at the discretion of the Board are exceeded These performance conditions were selected to promote the creation of shareholder wealth during the period. The following table sets out the terms and conditions of each grant of the performance-linked bonus affecting compensation in current and future years: Table 4 Year 2017 2016 Amount included in Remun- eration $ Executive Director Awarded/ Guaranteed % Forfeited % Estimated Maximum total value of Bonus Paul Dwyer 200,000 Paul Dwyer 200,000 N/a 0% N/a 200,000 100% 200,000 (c) Consequences of the consolidated entity’s performance on shareholder wealth The following table summarises the consolidated entity’s performance and key performance indicators: Table 5 Revenue % increase in revenue Profit before tax % increase in profit before tax Change in share price Dividend paid to shareholders Return on equity capital Total remuneration of KMP 2016 2015 2014 2013 $67,766,163 $52,071,674 $40,560,513 $32,395,266 30% 28% 25% N/a $15,973,533 $11,778,678 $9,502,485 $2,780,508 36% N/a 24% N/a 242% N/a N/a N/a $6,505,295 $1,550,000 – $770,000 16% 35% 39% 16% $1,051,346 $900,000 $900,000 $900,000 Total performance based remuneration – – – – 2012 comparatives are not available as a consolidated audit was not completed in that financial period. Change in share price is not applicable as PSC Insurance Group Ltd listed in December 2015 at $1.00 per share. ANNUAL REPORT 2016 25 PSC INSURANCE GROUP E. (a) Key management personnel’s share-based compensation Details of compensation Options In 2016 the consolidated entity agreed to grant Antony Robinson an Option under the consolidated entity’s Long Term Incentive Plan to purchase 600,000 ordinary shares of the consolidated entity without a vesting condition. The exercise price of the options is $1.00. The option grant will be exercisable during the five-year period following the date of grant. Table 6 2016 Executives Antony Robinson Value per option at grant date $ Vest Number During the Year Year in which option may be vested Value Exer- cised During the year Value Lapsed during the year Vest % Grant Date Granted Number Forfeited % Exercise Price $ Expiry Date First Exercise Date Last Exercise Date Terms and conditions for each grant 14 Dec 2015 600,000 0.153 600,000 – – – – – – – – $1.00 13 Dec 2020 – – – – – – – – As at 30 June 2016, no options have been exercised, and accordingly no shares have been issued as a result of options previously issued. No grant of options was provided to any KMP for the financial year 2015. F. (a) Key management personnel’s equity holdings Number of options held by key management personnel As at 30 June 2016 Antony Robinson holds an option under PSC’s Long Term Incentive Plan to purchase 600,000 ordinary shares of the consolidated entity. (b) Number of shares held by key management personnel (consolidated) The relevant interest of each key management personnel in the share capital of the consolidated entity as notified the ASX as at 30 June 2016 is as follows: Table 7 2016 Directors Brian Austin Antony Robinson Executive Directors Paul Dwyer John Dwyer Balance 1/07/15 ESOP Allocation Received as Remuneration Exercise of options Net change Other Balance 30/06/16 38,471,438 – 76,443,099 38,328,797 153,243,334 (3,541,406) (ii) 34,930,032 118,000 (i) 118,000 (7,036,805) (ii) 69,406,294 (3,528,275) (ii) 34,800,522 (13,988,486) 139,254,848 (i): Shares purchased during the Initial Public Offer at listing price of $1 and held through Rowena House Pty Ltd. (ii): The reduction relates to a share consolidation undertaken in preparation for the initial public offering. No KMP has sold shares during the financial year. 26 Directors’ Report (continued) G. (a) Loans to and from key management personnel Aggregate of loans made The following table sets out the details of the aggregate of loans made, guaranteed or secured, directly or indirectly, by the group and any of its subsidiaries, in the financial year to all key management personnel, their close family members and entities related to them: Table 8 2016 Balance 1/7/2015 Interest paid and payable Interest not charged Balance 30/6/2016 Number in group 30/6/2016 $1,545,291 – N/a $22,767 3 (b) Aggregate of loans made is greater than $100,000 The following table sets out the details of the aggregate of loans made, guaranteed or secured, directly or indirectly, by the group and any of its subsidiaries, in the financial year to a particular key management person, close members of the family of the key management person and entities related to them is greater than $100,000: Table 9 2016 Brian Austin (Austin Superannuation Fund) Paul Dwyer (Paul Dwyer Family Trust) John Dwyer (Dwyer Family Trust) Balance 1/7/2015 $ Interest paid and payable $ Interest not charged $ Balance 30/6/2016 $ Highest indebtedness during the year $ 405,027 759,549 380,715 1,545,291 – – – – N/a N/a N/a N/a – 405,027 22,767 759,549 – 380,715 22,767 1,545,291 (c) Aggregate of loans received The following table sets out the details of the aggregate of loans received, guaranteed or secured, directly or indirectly, by the group and any of its subsidiaries, in the financial year from all key management personnel, their close family members and entities related to them: Table 10 2016 Balance 1/7/2015 Interest paid and payable Interest not charged Balance 30/6/2016 Number in group 30/6/2016 $493,629 $6,591 N/a $0 3 (d) Aggregate of loans received is greater than $100,000 The following table sets out the details of the aggregate of loans received, guaranteed or secured, directly or indirectly, by the group and any of its subsidiaries, in the financial year from a particular key management person, close members of the family of the key management person and entities related to them is greater than $100,000: ANNUAL REPORT 2016 27 PSC INSURANCE GROUP Table 11 2016 Brian Austin Paul Dwyer John Dwyer Balance 1/7/2015 $ Interest paid and payable $ Interest not charged $ Balance 30/6/2016 (i) $ 204,731 115,346 173,552 493,629 2,098 1,999 2,494 6,591 N/a N/a N/a N/a – – – – Highest balance during the year $ 204,731 115,346 173,552 493,629 (i): All amounts owing to KMPs were paid on 24 September 2015. Other transactions with key management personnel H. The Lead Agency Pty Ltd, Fuse Recruitment Pty Ltd and P Capital Pty Ltd are related parties as they are entities where John Dwyer, Paul Dwyer and Brian Austin or their closely related entities are shareholders. During the year ended 30 June 2016 the following related entities provided or received services to/from the consolidated entity: • The Lead Agency were paid for marketing services provided. Total value of these goods and services was $295,254 (2015: $nil). • Fuse Recruitment were paid for the provision of recruitment services and the provision of temporary staff. Total value of these goods and services was $202,104 (2015: $259,518). • Fuse Recruitment were paid for the provision of office accommodation. Total value of these goods and services was $46,761 (2015: $50,679) • P Capital Pty Ltd were paid for the provision of transport services. Total value of these goods and services was $102,300 (2015: $nil). • The consolidated entity provided Fuse Recruitment with office accommodation. Total value of these goods and services was $59,175 (2015: $nil) • The consolidated entity provided Fuse Recruitment with marketing services. Total value of these goods and services was $6,678 (2015: $nil). All the above services supplied were in the normal course of business and on normal terms and conditions. Additionally, during the year the PSC Insurance Group Limited provided insurance services to related parties of a Director totalling $154,643 (2015: $119,849). The services supplied were in the normal course of business and on normal commercial terms and conditions. The fees outstanding for these services at balance date are $20,009 (2015: $9,655). No other transactions occurred between key management personnel of the entity, their personally related entities or other related parties. I. No remuneration consultants were engaged during the course of the 2016 financial year. Use of remuneration consultants 28 Directors’ Report (continued) Signed in accordance with a resolution of the directors Brian Austin Chairman Melbourne Date: 2 September 2016 Paul Dwyer Managing Director Melbourne Date: 2 September 2016 ANNUAL REPORT 2016 29 PSC INSURANCE GROUP Auditor’s Independence Declaration PSC INSURANCE GROUP LIMITED AND CONTROLLED ENTITIES AUDITOR’S INDEPENDENCE DECLARATION TO THE DIRECTORS OF PSC INSURANCE GROUP LIMITED In relation to the independent audit for the year ended 30 June 2016, to the best of my knowledge and belief there have been: (i) (ii) No contraventions of the auditor independence requirements of the Corporations Act 2001; and No contraventions of any applicable code of professional conduct. This declaration is in respect of PSC Insurance Group Limited and the entities it controlled during the year. FRANK RUSSO Partner 2 September 2016 PITCHER PARTNERS Melbourne An independent Victorian Partnership ABN 27 975 255 196 Level 19, 15 William Street, Melbourne VIC 3000 Liability limited by a scheme approved under Professional Standards Legislation Pitcher Partners is an association of independent firms Melbourne | Sydney | Perth | Adelaide | Brisbane | Newcastle An independent member of Baker Tilly International 30 Consolidated Statement of Profit or Loss and Other Comprehensive Income for the Year ended 30 June 2016 Revenue and other income Fee and commission income Other revenue Other income Less: expenses Administration and other expenses Depreciation and amortisation expense Employee benefits expense Occupancy expense Finance costs Employee contractors Information technology costs Professional fees Share of Net Loss in Associate Profit before income tax expense Income tax expense Net profit from continuing operations Other comprehensive income Items that may be reclassified subsequently to profit and loss Exchange differences on translation of foreign operations Other comprehensive income for the year Total comprehensive income Profit is attributable to: Owners of PSC Insurance Group Limited Non controlling interests Total comprehensive income is attributable to: Owners of PSC Insurance Group Limited Non controlling interests Notes 2016 $ 2015 $ 3 3 3 3 4 4 4 4 64,750,162 48,772,021 2,745,499 1,674,132 270,502 1,625,521 67,766,163 52,071,674 (8,541,611) (6,204,264) (1,016,406) (633,251) (31,731,782) (23,829,728) (2,693,821) (2,182,556) (1,517,960) (2,333,348) (2,267,183) (2,144,530) (2,793,778) (1,888,137) (1,230,089) (1,029,812) 12 – (47,370) (51,792,630) (40,292,996) 15,973,533 11,778,678 5 (5,135,117) (3,119,797) 10,838,416 8,658,881 (1,685,742) (1,685,742) 886,077 886,077 9,152,674 9,544,958 9,964,768 6,412,230 873,648 2,246,651 10,838,416 8,658,881 8,279,026 7,298,307 873,648 2,246,651 9,152,674 9,544,958 Earnings per share for profit attributable to the equity holders of the parent entity: Diluted earnings per share Basic earnings per share 25 25 5.2 cents 17.6 cents 5.2 cents 17.6 cents The above statement should be read in conjunction with the accompanying notes ANNUAL REPORT 2016 Consolidated Statement of Financial Position as at 30 June 2016 Current assets Cash and cash equivalents Receivables Other current assets Total current assets Non current assets Receivables Other financial assets Equity accounted investments Property, plant and equipment Deferred tax assets Intangible assets Total non current assets Total assets Current liabilities Payables Borrowings Provisions Current tax liabilities Other liabilities Total current liabilities Non current liabilities Borrowings Provisions Deferred tax liabilities Other liabilities Total non current liabilities Total liabilities Net assets Equity Share capital Reserves Retained earnings Equity attributable to owners of PSC Insurance Group Limited Non controlling interests Total equity The above statement should be read in conjunction with the accompanying notes 31 PSC INSURANCE GROUP Notes 2016 $ 2015 $ 7 8 9 8 10 11 13 5 14 15 16 17 5 18 16 17 5 18 19 20 20 21 87,252,295 57,900,371 339,384,363 301,127,985 1,813,219 1,781,255 428,449,877 360,809,611 5,244,707 475,131 1,955,444 625,000 7,514,636 13,188 1,748,921 1,090,832 – 229,187 67,376,706 38,508,388 83,840,414 40,941,726 512,290,291 401,751,337 397,678,074 336,107,858 566,383 5,580,703 2,108,883 1,431,275 551,417 3,424,070 10,697,622 1,043,600 411,602,379 347,587,506 26,154,302 29,563,895 304,208 153,696 1,381,102 5,044,699 – – 32,884,311 29,717,591 444,486,690 377,305,097 67,803,601 24,446,240 85,194,112 3,599,216 (37,740,353) 1,171,558 18,920,361 15,304,926 66,374,120 20,075,700 1,429,481 4,370,540 67,803,601 24,446,240 32 Consolidated Statement of Changes in Equity for the Year ended 30 June 2016 Consolidated Entity Balance as at 1 July 2014 Profit for the year Exchange differences on translation of foreign operations, net of tax Total comprehensive income for the year Transactions with owners in their capacity as owners: Non-controlling interest arising from business combination Movement in interests in controlled entities Employee share scheme Dividends paid Total transactions with owners – – – – – – – – Share capital Reserves Retained Earnings Non- controlling Interest Total Equity 3,599,216 255,847 10,770,136 2,733,170 17,358,369 – 6,412,230 2,246,651 8,658,881 886,077 – – 886,077 886,077 6,412,230 2,246,651 9,544,958 – 555,077 555,077 (327,440) 29,634 – – – (327,440) 29,634 – (1,550,000) (1,164,358) (2,714,358) 29,634 (1,877,440) (609,281) (2,457,087) Balance as at 30 June 2015 3,599,216 1,171,558 15,304,926 4,370,540 24,446,240 Consolidated Entity Share capital Reserves Retained Earnings Non- controlling Interest Total Equity Balance as at 1 July 2015 3,599,216 1,171,558 15,304,926 4,370,540 24,446,240 – 9,964,768 873,648 10,838,416 (1,685,742) – – (1,685,742) (1,685,742) 9,964,768 873,648 9,152,674 Profit for the year Exchange differences on translation of foreign operations, net of tax Total comprehensive income for the year Transactions with owners in their capacity as owners: Reduction in non-controlling interests Non-controlling interest arising from business combination – – – – – Movement in interests in controlled entities 39,862,586 (37,350,922) – – – 155,962 – – – – (4,033,959) (4,033,959) 1,350,000 1,350,000 – – – – – – 2,511,664 (1,657,352) 43,000,000 (2,066,247) 1,144,478 1,592,146 (1,813,314) 43,000,000 (2,066,247) 1,144,478 – – – – 1,467,393 124,753 In specie distributions Retail Share Capital Raised Share Capital Issue Costs Other share issues Employee share issues Dividends paid Total transactions with owners 81,594,896 (37,226,169) (6,349,333) (3,814,707) 34,204,687 Balance as at 30 June 2016 85,194,112 (37,740,353) 18,920,361 1,429,481 67,803,601 The above statement should be read in conjunction with the accompanying notes – – (6,505,295) (1,130,748) (7,636,043) – – – – ANNUAL REPORT 2016 Consolidated Statement of Cash Flows for the Year ended 30 June 2016 Cash flow from Operating activities Receipts from customers Payments to suppliers and employees Dividends received Interest received Interest paid Income tax paid Operating cash before movement in customer trust accounts Net movement in customer trust accounts Net cash provided by operating activities Cash flow from investing activities Payment for property, plant and equipment Deposits for property Acquisition of APG Ltd Payment for intangibles Payment for other investments Payment for other financial assets Proceeds from sale of shares held for resale Net cash flow provided by (used in) investing activities Cash flow from financing activities Proceeds from borrowings Repayments of borrowings Share Issues: Market Capital raising costs Dividends paid Loans to shareholders and director related entities Net cash provided by (used in) financing activities Reconciliation of cash Cash at beginning of the financial year Net increase in cash Effect of exchange rate fluctuation on cash held 33 PSC INSURANCE GROUP Notes 2016 $ 2015 $ 64,583,454 54,821,427 (48,775,887) (45,096,133) 238,376 129,246 982,162 957,164 (1,517,960) (2,333,348) (5,260,078) (2,058,620) 10,250,067 6,419,737 27,914,994 (429,788) 22(b) 38,165,061 5,989,949 (930,065) (396,439) (953,000) – – 9,705,942 (16,880,035) (496,634) (7,514,636) (1,916,327) (1,330,444) (1,094,515) – 5,553,413 (27,608,180) 11,355,439 31,126,807 8,227,608 (39,550,720) (5,677,841) 43,000,000 (2,778,679) – – (7,636,043) (2,714,358) (3,666,095) (745,419) 20,495,270 (910,010) 57,900,371 39,563,641 31,052,151 16,435,378 (1,700,227) 1,901,352 Cash at end of financial year 22(a) 87,252,295 57,900,371 The above statement should be read in conjunction with the accompanying notes 34 Notes to the Financial Statements Year ended 30 June 2016 Note 1: Statement of Significant Accounting Policies The following is a summary of significant accounting policies adopted by the consolidated entity in the preparation and presentation of the financial report. The accounting policies have been consistently applied, unless otherwise stated. Basis of preparation of the financial report (a) This financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, Interpretations and other applicable authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. The financial report covers PSC Insurance Group Limited and controlled entities as a consolidated entity. PSC Insurance Group Limited is a company limited by shares, incorporated and domiciled in Australia. PSC Insurance Group Limited is a for-profit entity for the purpose of preparing the financial statements. The financial report was authorised for issue by the directors as at the date of the directors report. Compliance with IFRS The consolidated financial statements of the consolidated entity also comply with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB). Historical cost convention The financial report has been prepared under the historical cost convention, as modified by revaluations to fair value for certain classes of assets as described in the accounting policies. Significant accounting estimates The preparation of the financial report requires the use of certain estimates and judgements in applying the entity’s accounting policies. Those estimates and judgements significant to the financial report are disclosed in Note 2. (b) The financial report has been prepared on a going concern basis. Going concern Principles of consolidation (c) The consolidated financial statements are those of the consolidated entity, comprising the financial statements of the parent entity and of all entities which the parent entity controls. The consolidated entity controls an entity when it is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are prepared for the same reporting period as the parent entity, using consistent accounting policies. Adjustments are made to bring into line any dissimilar accounting policies, which may exist. All inter-company balances and transactions, including any unrealised profits or losses have been eliminated on consolidation. Subsidiaries are consolidated from the date on which control is established and are de-recognised from the date that control ceases. Equity interests in a subsidiary not attributable directly or indirectly to the group are presented as non-controlling interests. Non-controlling interests in the results of subsidiaries are shown separately in the consolidated Statement of Profit or Loss and other Comprehensive Income and consolidated Statement of Financial Position respectively. Details of the consolidated entity’s controlling and non-controlling interests are detailed in Note 21. Revenue (d) Commission, brokerage and fees are recognised when the related service has been provided and it is probable that the group will be compensated for services rendered and the amount of consideration for such services can be reliably measured. An allowance is made for anticipated lapses and cancellations. Interest income is recognised when it becomes receivable on a proportional basis taking into account the interest rates applicable to the financial assets. ANNUAL REPORT 2016 35 PSC INSURANCE GROUP Dividend income is recognised when the right to receive a dividend has been established. Dividends received from associates and joint ventures are accounted for in accordance with the equity method. Profit on sale of financial assets is determined as the difference between the carrying amount of the asset at the time of disposal and the proceeds of disposal, net of disposal costs. This is recognised as an item of revenue in the year in which the significant risks and rewards of ownership transfer to the buyer. Other revenue is recognised when it is received or the right to receive payment is established. All revenue is stated net of the amount of goods and services tax (GST). Cash and cash equivalents (e) Cash and cash equivalents, and cash held on trust, in the Statement of Financial Position comprise cash at bank, in hand and short-term deposits with an original maturity of three months or less. Cash held on trust is held for insurance premiums received from policyholders which will ultimately be paid to underwriters. Cash held on trust cannot be used to meet business obligations/operating expenses other than payments to underwriters and/or refunds to policyholders. For the purposes of the Statement of Cash Flows, cash and cash equivalents as defined above are shown net of outstanding bank overdrafts. Receivables from broking, reinsurance and underwriting agency operations (f) Receivables from broking, reinsurance and underwriting agency operations are initially recognised based on the invoiced amount to customers. After initial recognition, provision is made for lapses or cancellations of insurance policies or other matters that may lead to cancellation. Receivables from reinsurance are initially recognised based on contract value. Following fulfilment of the contract, amounts are then invoiced to customers. Invoices are generally due for settlement within 14 to 60 days. Collectability of trade receivables is reviewed on an ongoing basis. Property, plant and equipment (g) Each class of property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation The depreciable amounts of all property, plant and equipment are depreciated over their estimated useful lives commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements. The useful lives for each class of assets are: Depreciation rate Depreciation basis Leasehold improvements at cost 2.5% – 30% Straight line and diminishing value Office equipment at cost Computer equipment at cost Motor Vehicles at cost 2% – 67% 10% – 67% 12.5% Straight line and diminishing value Straight line and diminishing value Straight line 36 Notes to the Financial Statements (continued) Year ended 30 June 2016 Leases (h) Leases are classified at their inception as either operating or finance leases based on the economic substance of the agreement so as to reflect the risks and benefits incidental to ownership. Operating leases Lease payments for operating leases are recognised as an expense on a straight-line basis over the term of the lease. Lease incentives received under operating leases are recognised as a liability and amortised on a straight-line basis over the lease term. Business combinations (i) A business combination is a transaction or other event in which an acquirer obtains control of one or more businesses and results in the consolidation of the assets and liabilities acquired. Business combinations are accounted for by applying the acquisition method. The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued or liabilities incurred by the acquirer to former owners of the acquiree. Deferred consideration payable is measured at its acquisition date fair value. Contingent consideration to be transferred by the acquirer is recognised at the acquisition- date fair value. At each reporting date subsequent to the acquisition, contingent consideration payable is measured at its fair value with any changes in the fair value recognised in profit or loss unless the contingent consideration is classified as equity, in which case the contingent consideration is carried at its acquisition date fair value. Goodwill is recognised initially at the excess over the aggregate of the consideration transferred, the fair value of the non-controlling interest, and the acquisition date fair value of the acquirer’s previously held equity interest (in case of step acquisition), less the fair value of the identifiable assets acquired and liabilities assumed. If the net fair value of the acquirer’s interest in the identifiable assets acquired and liabilities assumed is greater than the aggregate of the consideration transferred, the fair value of the non-controlling interest, and the acquisition date fair value of the acquirer’s previously held equity interest (in case of step acquisition), the gain is immediately recognised in the profit or loss. Acquisition related costs are expensed as incurred. (j) Goodwill Intangibles Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identifiable or separately recognised. Refer to Note 1(i) for a description of how goodwill arising from a business combination is initially measured. Goodwill on consolidation represents the excess of the cost of an acquisition over the fair value of the consolidated entity’s share of net identifiable assets of the acquired entities at the date of acquisition. Goodwill is not amortised but is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired. Goodwill is carried at cost less accumulated impairment losses. Identifiable intangible assets Identifiable intangible assets acquired separately or in a business combination (mainly customer lists) are initially measured at cost. The cost of an intangible asset acquired in a business combination is its fair value as at the date of acquisition. The useful lives of these intangible assets are assessed on acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and impairment losses. Intangible assets with finite lives are amortised over the useful lives, currently estimated to be up to 10 years, and their useful lives are reviewed annually. ANNUAL REPORT 2016 37 PSC INSURANCE GROUP Impairment of non-financial assets (k) Goodwill, intangible assets not yet ready for use and intangible assets with indefinite useful lives are not subject to amortisation and are therefore tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. For impairment assessment purposes, assets are generally grouped at the lowest levels for which there are largely independent cash flows (‘cash generating units’). Accordingly, most assets are tested for impairment at the cash-generating unit level. Because it does not generate cash flows independently of other assets or groups of assets, goodwill is allocated to the cash generating unit or units that are expected to benefit from the synergies arising from the business combination that gave rise to the goodwill. Assets other than goodwill, intangible assets not yet ready for use and intangible assets with indefinite useful lives are assessed for impairment whenever events or circumstances arise that indicate the asset may be impaired. An impairment loss is recognised when the carrying amount of an asset or cash generating unit exceeds the asset’s or cash generating unit’s recoverable amount. The recoverable amount of an asset or cash generating unit is defined as the higher of its fair value less costs to sell and value in use. Refer to Note 2 for a description of how management determines value in use. Impairment losses in respect of individual assets are recognised immediately in profit or loss unless the asset is carried at a revalued amount such as property, plant and equipment, in which case the impairment loss is treated as a revaluation decrease in accordance with the applicable Standard. Impairment losses in respect of cash generating units are allocated first against the carrying amount of any goodwill attributed to the cash generating unit with any remaining impairment loss allocated on a pro rata basis to the other assets comprising the relevant cash generating unit. Income tax (l) Current income tax expense or revenue is the tax payable on the current period’s taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities. Deferred tax balances Deferred tax assets and liabilities are recognised for temporary differences at the applicable tax rates when the assets are expected to be recovered or liabilities are settled. Deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of the transaction affects neither accounting nor taxable profit or loss. 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. Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity. Deferred tax assets and liabilities are shown on a net basis in the statement of financial position. Tax consolidation The parent entity and it’s 100% Australian controlled entities formed an income tax consolidated group under the tax consolidation legislation on 8 December 2016. This replaced the three pre-existing tax consolidated groups on that date. Within the consolidated group there is an additional tax consolidated group with AR (WA) Pty Ltd as the head entity. For details of members of the respective tax consolidated groups and other changes to those groups please refer to Note 21. The parent entity in each tax consolidated group is responsible for recognising the current tax liabilities and deferred tax assets arising in respect of tax losses for the tax consolidated group. The tax consolidated groups have also entered into a tax funding agreement with their members whereby each company in the group contributes to the income tax payable in proportion to their contribution to the net profit before tax of the tax consolidated group. Each tax consolidated group also has a tax sharing agreement in place to limit the liability of subsidiaries in the tax consolidated group arising under the joint and several liability requirements of the tax consolidation system in the event of default by the parent entity to meet its payment obligations. 38 Notes to the Financial Statements (continued) Year ended 30 June 2016 Payables on broking, reinsurance and underwriting agency operations (m) These amounts represent insurance premium payable to the insurance companies for broking, reinsurance and underwriting agency operations on invoiced amounts to customers and liabilities for goods and services provided to the consolidated entity prior to the end of the financial period and which are unpaid. The amounts are unsecured and are usually paid within 30 to 90 days of recognition. Provision (n) Provisions are recognised when the consolidated entity has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. (o) (i) Employee benefits Short-term employee benefit obligations Liabilities arising in respect of wages and salaries, annual leave and any other employee benefits (other than termination benefits) expected to be settled wholly before twelve months after the end of the annual reporting period are measured at the (undiscounted) amounts based on remuneration rates which are expected to be paid when the liability is settled. The expected cost of short-term employee benefits in the form of compensated absences such as annual leave is recognised in the provision for employee benefits. All other short-term employee benefit obligations are presented as payables in the statement of financial position. (ii) Other long-term employee benefit obligation The provision for employee benefits in respect of long service leave and annual leave which, are not expected to be settled within twelve months of the reporting date, are measured at the present value of the estimated future cash outflow to be made in respect of services provided by employees up to the reporting date. Expected future payments incorporate anticipated future wage and salary levels, durations of service and employee turnover, and are discounted at rates determined by reference to market yields at the end of the reporting period on high quality corporate bonds that have maturity dates that approximate the terms of the obligations. Any remeasurements for changes in assumptions of obligations for other long-term employee benefits are recognised in profit or loss in the periods in which the change occurs. Employee benefit obligations are presented as current liabilities in the Statement of Financial Position if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting date, regardless of when the actual settlement is expected to occur. (iii) Retirement benefit obligations Defined contribution superannuation plan The consolidated entity makes contributions to the employee’s defined contribution superannuation plans of choice in respect of employee services rendered during the year. These superannuation contributions are recognised as an expense in the same period when the employee services are received. The group’s obligation with respect to employee’s defined contributions entitlements is limited to its obligation for any unpaid superannuation guarantee contributions at the end of the reporting period. All obligations for unpaid superannuation guarantee contributions are measured at the (undiscounted) amounts expected to be paid when the obligation is settled and are presented as current liabilities in the Statement of Financial Position. (iv) Share-based payments The consolidated entity operates share-based payment employee share and option schemes. The fair value of the equity to which employees become entitled is measured at grant date and recognised as an expense over the vesting period, with a corresponding increase to an equity account. The fair value of shares is measured at the market bid price at grant date. In respect of share-based payments that are dependent on the satisfaction of performance conditions, the number of shares and options expected to vest is reviewed and adjusted at each reporting date. The amount recognised for services received as consideration for these equity instruments granted is adjusted to reflect the best estimate of the number of equity instruments that eventually vest. (v) Bonus plan The consolidated entity recognises a provision when a bonus is payable in accordance with the employee’s contract of employment, and the amount can be reliably measured. ANNUAL REPORT 2016 39 PSC INSURANCE GROUP (vi) Termination benefits Termination benefits are payable when employment of an employee or group of employees is terminated before the normal retirement date, or when the entity provides termination benefits as a result of an offer made and accepted in order to encourage voluntary redundancy. The consolidated entity recognises a provision for termination benefits when the entity can no longer withdraw the offer of those benefits, or if earlier, when the termination benefits are included in a formal restructuring plan that has been announced to those affected by it. Borrowing costs (p) Borrowing costs can include interest expense calculated using the effective interest method, finance charges in respect of finance leases, and exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs. Borrowing costs are expensed as incurred. (q) Classification Financial instruments The consolidated entity classifies its financial instruments in the following categories: financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, and available-for-sale financial assets. The classification depends on the purpose for which the instruments were acquired. Management determines the classification of its financial instruments at initial recognition. Non-derivative financial instruments Non-derivative financial instruments consist of investments in equity and debt securities, trade and other receivables, cash and cash equivalents, loans and borrowings, and trade and other payables. Non-derivative financial instruments are initially recognised at fair value, plus directly attributable transaction costs (if any), except for instruments recorded at fair value through profit or loss. After initial recognition, non-derivative financial instruments are measured as described below. Financial assets at fair value through profit or loss Investments in listed securities are carried at fair value through profit or loss. They are measured at their fair value at each reporting date and any increment or decrement in fair value from the prior period is recognised in the profit or loss of the current period. Fair values of listed investments are based on closing bid prices at the reporting date. Non-listed investments for which the fair value cannot be reliably measured, are carried at cost and tested for impairment. Loans and receivables Loans and receivables are measured at fair value at inception and subsequently at amortised cost using the effective interest rate method. Financial liabilities Financial liabilities include trade payables, other creditors, loans from third parties and loans or other amounts due to director-related entities. Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortisation. Financial liabilities are classified as current liabilities unless the consolidated entity has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. Impairment of financial assets Financial assets are tested for impairment at each financial year end to establish whether there is any objective evidence for impairment. 40 Notes to the Financial Statements (continued) Year ended 30 June 2016 For loans and receivables or held-to-maturity investments carried at amortised cost, impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The amount of the loss reduces the carrying amount of the asset and is recognised in profit or loss. The impairment loss is reversed through profit or loss if the amount of the impairment loss decreases in a subsequent period and the decrease can be related objectively to an event occurring after the impairment was recognised. Investments in associates (r) An associate is an entity over which the consolidated entity is able to exercise significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control of those policies. The consolidated entity’s interests in associates are brought to account using the equity method after initially being recognised at cost. Under the equity method, the profits and losses of the associate are recognised in consolidated entity’s profit or loss and the consolidated entity’s share of the associate’s other comprehensive income items are recognised in the consolidated entity’s other comprehensive income. Details relating to associates are set out in Note 12. Unrealised gains and losses on transactions between the consolidated entity and an associate are eliminated to the extent of the entity’s share in an associate. (s) Joint venture entities Interests in joint ventures The consolidated entity’s interest in joint venture entities are brought to account using the equity method after initially being recognised at cost. Under the equity method, the profits or losses of the joint venture entity is recognised in profit or loss and the share of other comprehensive income items is recognised in other comprehensive income. Details relating to the joint venture entity are set out in Note 12. (t) Functional and presentation currency Foreign currency translations and balances The financial statements of each entity within the consolidated entity are measured using the currency of the primary economic environment in which that entity operates (the functional currency). The consolidated financial statements are presented in Australian dollars which is the consolidated entity’s functional and presentation currency. Transactions and Balances Transactions in foreign currencies of entities within the consolidated entity are translated into functional currency at the rate of exchange ruling at the date of the transaction. Foreign currency monetary items that are outstanding at the reporting date (other than monetary items arising under foreign currency contracts where the exchange rate for that monetary item is fixed in the contract) are translated using the spot rate at the end of the financial year. All resulting exchange differences arising on settlement or re-statement are recognised as revenues and expenses for the financial year. Foreign subsidiaries Subsidiaries that have a functional currency different from the presentation currency of the consolidated entity are translated as follows: a) Assets and liabilities are translated at the closing rate on reporting date. b) Items of revenue and expense translated at average rate. c) All resulting exchange differences are recognised in other comprehensive income. ANNUAL REPORT 2016 41 PSC INSURANCE GROUP (u) Determination and presentation of operating segments Segment reporting The consolidated entity determines and presents operating segments based on information that is internally provided to the Chief Financial Officer, who is the consolidated entity’s Chief Financial decision maker. An operating segment is a component of the consolidated entity that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the consolidated entity’s components. All operating segment results are regularly reviewed by the consolidated entity’s Chief Financial Officer to make decisions about resources to be allocated to the segment and to assess its performance. Refer to note 32 for details on how management determine the operating segments. Segment results that are reported to the consolidated entity’s Chief Financial Officer include items directly attributable to a segment, as well as these that can be allocated on a reasonable basis. Goods and services tax (GST) (v) Revenues, expenses and purchased assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST. Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows. Comparatives (w) Where necessary, comparative information has been reclassified and repositioned for consistency with current year disclosures. Accounting standards issued but not yet effective at 30 June 2016 (x) The AASB has issued a number of new and amended Accounting Standards and Interpretations that have mandatory application dates for future reporting periods, some of which are relevant to the consolidated entity. The consolidated entity has decided not to early adopt any of these new and amended pronouncements. The consolidated entity’s assessment of the new and amended pronouncements that are relevant to the consolidated entity but applicable in future reporting periods is set out below. AASB 9: Financial Instruments (December 2014), AASB 2014-7: Amendments to Australian Accounting Standards arising from AASB 9 (December 2014), AASB 2014-8: Amendments to Australian Accounting Standards arising from AASB 9 (December 2014) – Application of AASB 9 (December 2009) and AASB 9 (December 2010) (applicable for annual reporting periods commencing on or after 1 January 2018). These Standards will replace AASB 139: Financial Instruments: Recognition and Measurement. The key changes that may affect the consolidated entity on initial application of AASB 9 and associated amending Standards include: • simplifying the general classifications of financial assets into those carried at amortised cost and those carried at fair value; • permitting entities to irrevocably elect on initial recognition to present gains and losses on an equity instrument that is not held for trading in other comprehensive income (OCI); • simplifying the requirements for embedded derivatives, including removing the requirements to separate and fair value embedded derivatives for financial assets carried at amortised cost; • requiring an entity that chooses to measure a financial liability at fair value to present the portion of the change in its fair value due to changes in the entity’s own credit risk in OCI, except when it would create an ‘accounting mismatch’; • introducing a new model for hedge accounting that permits greater flexibility in the ability to hedge risk, particularly with respect to non-financial items; and • requiring impairment of financial assets carried at amortised cost to be based on an expected loss approach. This Standard is not expected to significantly impact the consolidated entity’s financial statements. 42 Notes to the Financial Statements (continued) Year ended 30 June 2016 AASB 15: Revenue from Contracts with Customers, AASB 2014-5: Amendments to Australian Accounting Standards arising from AASB 15, AASB 2015-8: Amendments to Australian Accounting Standards – Effective Date of AASB 15 and AASB 2016-3: Amendments to Australian Accounting Standards – Clarifications to AASB 15 (applicable for annual reporting periods commencing on or after 1 January 2018). AASB 15 will provide (except in relation to some specific exceptions, such as lease contracts and insurance contracts) a single source of accounting requirements for all contracts with customers, thereby replacing all current accounting pronouncements on revenue. These Standards provide a revised principle for recognising and measuring revenue. Under AASB 15, revenue is recognised in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the provider of the goods or services expects to be entitled. To give effect to this principle, AASB 15 requires the adoption of the following 5-step model: • identify the contract(s) with a customer; • identify the performance obligations under the contract(s); • determine the transaction price; • allocate the transaction price to the performance obligations under the contract(s); and • recognise revenue when (or as) the entity satisfies the performance obligations. AASB 15 also provides additional guidance to assist entities in applying the revised principle to licences of intellectual property, warranties, rights of return, principal/agent considerations and options for additional goods and services. Although the directors anticipate that the adoption of AASB 15 may have an impact on the consolidated entity’s reported revenue, it is impracticable at this stage to provide a reasonable estimate of such impact. AASB 16: Leases (applicable for annual reporting periods commencing on or after 1 January 2019). AASB 16 will replace AASB 117: Leases and introduces a single lessee accounting model that will require a lessee to recognise right-of-use assets and lease liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. Right-of-use assets are initially measured at their cost and lease liabilities are initially measured on a present value basis. Subsequent to initial recognition: • right-of-use assets are accounted for on a similar basis to non-financial assets, whereby the right-of-use asset is accounted for in accordance with a cost model unless the underlying asset is accounted for on a revaluation basis, in which case if the underlying asset is: • investment property, the lessee applies the fair value model in AASB 140: Investment Property to the right-of-use asset; or • property, plant or equipment, the lessee can elect to apply the revaluation model in AASB 116: Property, Plant and Equipment to all of the right-of-use assets that relate to that class of property, plant and equipment; and • lease liabilities are accounted for on a similar basis as other financial liabilities, whereby interest expense is recognised in respect of the liability and the carrying amount of the liability is reduced to reflect lease payments made. AASB 16 substantially carries forward the lessor accounting requirements in AASB 117. Accordingly, under AASB 16 a lessor would continue to classify its leases as operating leases or finance leases subject to whether the lease transfers to the lessee substantially all of the risks and rewards incidental to ownership of the underlying asset, and would account for each type of lease in a manner consistent with the current approach under AASB 117. Although the directors anticipate that the adoption of AASB 16 may have an impact on the consolidated entity’s accounting for its operating leases, it is impracticable at this stage to provide a reasonable estimate of such impact. Rounding amounts (y) In accordance with ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, the amounts in the directors’ report and in the financial statements have been rounded to the nearest dollar. ANNUAL REPORT 2016 43 PSC INSURANCE GROUP Note 2: Critical Accounting Estimates and Judgements Certain accounting estimates include assumptions concerning the future, which, by definition, will seldom represent actual results. Estimates and assumptions based on future events have a significant inherent risk, and where future events are not as anticipated there could be a material impact on the carrying amounts of the assets and liabilities discussed below: Business combinations and goodwill (a) When a business combination occurs, the fair values of the identifiable assets and liabilities assumed, including intangible assets, are recognised. The determination of the fair values of acquired assets and liabilities is based, to a considerable extent, on management’s judgement. If the purchase consideration exceeds the fair value of the net assets acquired then the difference is recognised as goodwill. If the purchase price consideration is lower than the fair value of the assets acquired then a gain is recognised in the income statement. Allocation of the purchase price between finite life assets and indefinite life assets such as goodwill affects the results of the consolidated entity as finite lived intangible assets are amortised, whereas indefinite life intangible assets, including goodwill, are not amortised. Impairment of goodwill (b) Goodwill is allocated to cash generating units (CGU’s) according to applicable business operations. The recoverable amount of a CGU is based on value in use calculations. These calculations are based on projected cash flows approved by management covering a period of 5 years. Management’s determination of cash flow projections and gross margins are based on past performance and its expectation for the future. The present value of future cash flows has been calculated using an average growth rate of 5% (2015: 5%) for cash flows in year two to five and which is based on the historical average and a terminal value growth rate on revenue and 3% on costs (2015: 3%) of 2% (2015: 2%) a pre-tax discount rate of 16.67% (2015: 16.67%) to determine value-in-use. Income Tax (c) Deferred tax assets and liabilities are based on the assumption that no adverse change will occur in the income tax legislation and the anticipation that the group will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law. Deferred tax assets are recognised for deductible temporary differences as management considers that it is probable that future taxable profits will be available to utilise those temporary differences. Deferred consideration (d) The consolidated entity has made a best estimate of consideration payable for the acquisitions where there is a variable purchase price (generally a multiple of revenue). Should the final revenue vary from estimates, the group will be required to vary the consideration payable and recognise the difference as an expense or income. Intangible assets (e) The carrying value of intangible assets with finite lives are assessed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated on the same basis as goodwill above. An impairment loss is recognised if the carrying value of the intangible assets exceed their recoverable amount. Employee benefits (f) The determination of employee benefit provisions required is dependent on a number of forward estimate assumptions including expected wage increases, length of employee service and bond rates. 44 Notes to the Financial Statements (continued) Year ended 30 June 2016 Note 3: Revenue and Other Income Fee and commission income Commission income Fees income Other fees Other revenue Dividend income Interest income Other revenue Other Income Profit on sale of shares Share of equity accounted results Gain on net assets exceeding consideration paid 2016 $ 2015 $ 42,798,311 33,486,103 18,357,848 12,157,580 3,594,003 3,128,338 64,750,162 48,772,021 238,376 129,246 982,162 957,164 1,524,961 587,722 2,745,499 1,674,132 – 1,148,545 17,649 – 252,853 476,976 270,502 1,625,521 67,766,163 52,071,674 ANNUAL REPORT 2016 45 PSC INSURANCE GROUP Note 2016 $ 2015 $ 1,517,960 2,333,348 105,935 63,849 591 – 131,911 108,738 320,251 234,931 558,688 407,518 457,718 225,733 59,149 (1,992) 2,338,581 1,962,887 (199,696) 76,450 – 124,753 29,634 2,531,153 1,464,052 29,075,876 22,336,042 31,731,782 23,829,728 Note 4: Operating Profit Profit before income tax has been determined after: Finance costs Depreciation: Leasehold Improvements Motor Vehicles Office Equipment Computer Equipment Amortisation of non current assets – Client lists Bad and doubtful debts Rental expense on operating leases Foreign currency translation losses/(gains) Employee benefits – Share-based payments – Superannuation – Other Employee benefits 46 Notes to the Financial Statements (continued) Year ended 30 June 2016 Note 4: Operating Profit (continued) Administration and other expenses includes: IPO Costs: Staff Share allocations Listing fees Legal and professional fees Other Legal costs Employee termination costs Transaction costs relating to business combinations Share based payments Other i ii iii iv Note (a) (b) (c) (d) (e) (f) 2016 $ 2015 $ 1,467,393 185,012 – – 46,052 486,052 180,813 45,393 273,605 219,777 155,019 – 344,768 290,170 92,039 216,194 – – (a) Costs relating to preparation for the Initial Public Offering, other than as separately detailed above, include staff costs, and advisor fees. (b) Legal costs relate to non-recurring exceptional legal fees which arose during the financial year. (c) Employee termination costs represent costs associated with the termination of employees during the year. (d) Transaction costs represent amounts incurred in relation to business combinations (Note 23). (e) Share based payment to a Director. (f) Other costs comprise other expenses including, among others, office move costs. Note 5: Income Tax (a) Components of tax expense Current tax Deferred tax Under/(over) provision in prior years 2016 $ 2015 $ 3,634,263 4,041,006 1,563,024 (742,913) (62,170) (178,296) 5,135,117 3,119,797 ANNUAL REPORT 2016 47 PSC INSURANCE GROUP 2016 $ 2015 $ 4,792,060 3,533,606 447,042 174,399 – – 1,356,093 1,172,652 382,515 208,479 575,457 519,182 2,935,506 1,900,313 467,543 373,172 62,170 178,296 1,918,191 1,730,609 144,545 32,045 2,592,449 2,314,122 5,135,117 3,119,797 2016 $ 2015 $ 3,424,070 1,500,608 3,634,263 4,041,006 (5,260,078) (2,058,620) (1,053,250) – (62,170) (178,296) (131,418) – – 119,372 551,417 3,424,070 Note 5: Income Tax (continued) (b) Prima facie tax payable The prima facie tax payable on profit before income tax is reconciled to the income tax expense as follows: Prima facie income tax payable on profit before income tax at 30.0% (2015: 30.0%) Add tax effect of: – Non-allowable IPO expenses – Capital Gain on formation of tax consolidated Group – Elimination of intercompany dividends – Other non-allowable items – Gross up of franking credits Less tax effect of: – Overseas tax rate differential – Under provision for income tax in prior years – Franking credit offset – Other non-assessable items Income tax expense attributable to profit (c) Current tax Current tax relates to the following: Opening balance Income tax Tax payments Utilisation of losses against current period liability (Over) provisions Exchange translation difference Net balance transferred on purchase/sale of business Current tax liabilities 48 Notes to the Financial Statements (continued) Year ended 30 June 2016 Note 5: Income Tax (continued) Deferred tax (d) Deferred tax relates to the following: Deferred tax assets The balance comprises: Tax losses carried forward Employee benefits Provision for doubtful debts Accrued expenses Listing costs deductible over time Capital allowances Deferred tax liabilities The balance comprises: Deferred income Other Net deferred tax assets/(liabilities) 2016 $ 2015 $ 751,333 876,997 648,510 377,083 28,748 119,716 614,349 51,326 66,488 267,935 – – 2,213,982 1,588,503 3,581,707 1,345,572 13,377 13,744 3,595,084 1,359,316 (1,381,102) 229,187 (e) Deferred income tax (revenue)/expense included in income tax expense comprises Decrease/(increase) in deferred tax assets (Decrease)/increase in deferred tax liabilities (Increase) in deferred tax assets on purchase of business and assumption of employee benefit liabilities 2016 $ 2015 $ (672,744) (495,135) 2,235,768 (247,778) 47,265 (447,384) 1,610,289 (1,190,297) ANNUAL REPORT 2016 49 PSC INSURANCE GROUP Note 6: Dividends (a) Dividends paid or declared Dividends paid at 3.7 cents per share by PSC Insurance Group fully franked 6,505,295 1,550,000 2016 $ 2015 $ Dividends paid to non-controlling interests (b) Dividends declared after the reporting period and not recognised 1,130,748 1,164,358 7,636,043 2,714,358 2016 $ 2015 $ Since the end of the reporting period the directors have recommended/declared dividends of 2.5 cents per share (2015: 2.36 cents per share) fully franked 5,634,453 3,613,650 Since the end of the reporting period the directors have recommended/declared dividends to non-controlling interests (c) Franking account – 721,447 5,634,453 4,335,097 2016 $ 2015 $ Balance of franking account on a tax paid basis at financial year-end adjusted for franking credits arising from payment of provision for income tax and dividends recognised as receivables, franking debits arising from payment of proposed dividends and any credits that may be prevented from distribution in subsequent years 4,687,440 3,661,901 Note 7: Cash and Cash Equivalents Cash on hand Cash at bank Cash on deposit Cash held on trust 2016 $ 2015 $ 13,629 15,152 6,298,387 5,495,321 1,683,192 922,000 79,257,087 51,467,898 87,252,295 57,900,371 50 Notes to the Financial Statements (continued) Year ended 30 June 2016 Note 8: Receivables Current 2016 $ 2015 $ Receivables from broking, reinsurance and underwriting agency operations 337,712,869 297,705,532 Impairment loss Other receivables Loans to related parties Non-Current Loans to related parties (381,268) (286,906) 337,331,601 297,418,626 932,726 347,947 1,120,036 3,361,412 339,384,363 301,127,985 5,244,707 475,131 (a) (i) Provision for impairment Receivables from broking and underwriting agency operations Trade receivables are non-interest bearing with 14-60 day terms. An impairment loss is recognised when there is objective evidence that an amount being carried as receivable is impaired. The impairment losses have been included within administration and other expenses in the consolidated Statement of Profit or Loss and other Comprehensive Income. All trade receivables that are not impaired are expected to be received within trading terms. (ii) Receivables from reinsurance operations Trade receivables are non-interest bearing with 30-60 day terms. An impairment loss is recognised when the actual profit is quantifiable or when there is objective evidence that an amount being carried as receivable is impaired. (iii) Other receivables and loans receivables An impairment loss is recognised when there is objective evidence that an individual receivable is impaired. The impairment losses have been included within administration and other expenses in the consolidated Statement of Profit or Loss and other Comprehensive Income. All advances and loan receivables that are not impaired are expected to be received within payment terms. Movements in the provision for impairment were: Opening balance 1 July Charge for the year Amounts written off Provision acquired through business combination Foreign exchange translation Closing balance at 30 June 2016 $ 2015 $ 286,905 100,412 59,149 (1,992) (29,046) (32,420) 95,825 215,930 (31,565) 4,976 381,268 286,906 ANNUAL REPORT 2016 Note 8: Receivables (continued) Ageing of Receivables (b) – 0-30 Days – 30-60 Days – 60-90 Days – Over 90 Days Note 9: Other Current Assets Current Prepayments Bonds and deposits Accrued income Share issue costs ** 51 PSC INSURANCE GROUP 2016 $ 2015 $ 129,470,001 99,114,195 22,257,348 16,430,085 32,968,189 26,442,420 153,017,331 155,718,832 337,712,869 297,705,532 2016 $ 2015 $ 240,980 541,033 970,694 361,062 601,545 228,752 – 650,408 1,813,219 1,781,255 ** Share issue costs were capitalised against equity following successful listing in December 2015. Note 10: Other Financial Assets Non-Current Financial assets held at cost Shares in other corporations Other shares and Units held Total financial assets held at cost Note 11: Equity Accounted Investments Non-Current Equity accounted associates 2016 $ 2015 $ 80,444 – 1,875,000 625,000 1,955,444 625,000 2016 $ 2015 $ 7,514,636 13,188 52 Notes to the Financial Statements (continued) Year ended 30 June 2016 Note 12: Interests in Associates and Joint Ventures (a) Investments in associates and joint ventures are accounted for using the equity method in the consolidated entity and carried at cost in the parent entity. Associates and joint ventures Interests are held in the following associated companies: Joint Ventures Equity instrument Ownership interest Trump Aviation Unit Trust (‘TAUT’) Balance date: 30 June 2016 Trust units Trump Aviation Pty Ltd (Trustee for TAUT) Balance date: 30 June 2016 Ordinary shares Share in Joint Venture was de-grouped before Initial Public Offering. 2016 2015 0% 0% 50% 50% The consolidated entity recognised a share of loss from the above joint venture at 30 June 2015 equal to $47,370. Associated Companies Associates AB Risk Solutions Ltd * Easy Broking Online Ltd * Shares – RP Baulkham Hills Shares – RP Caboolture Shares – RP Canning Vale Shares – RP Cannington Shares – RP Carlton Shares – RP Construction Risk Shares – RP CPRS Shares – RP Edwardstown Shares – RP Fremantle Shares – RP Horsham Shares – RP Hoxton Park Shares – RP Joondalup Shares – RP Malaga Shares – RP Mona Vale Shares – RP Morayfield Shares – RP Nerang Nature of Relationship Principal place of business 2016 2015 Ownership interest (i) (i) (ii) (ii) (ii) (ii) (ii) (ii) (ii) (ii) (ii) (ii) (ii) (ii) (ii) (ii) (ii) (ii) United Kingdom United Kingdom 50.00% 50.00% 23.00% 23.00% Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% ANNUAL REPORT 2016 53 PSC INSURANCE GROUP Note 12: Interests in Associates and Joint Ventures (continued) Nature of Relationship Principal place of business 2016 2015 Ownership interest Associates Shares – RP North Perth Shares – RP Oakleigh Shares – RP Rockingham Shares – RP South Perth Shares – RP Success Shares – RP Tullamarine Shares – RP Wanneroo Shares – RP Warragul Shares – RP Yanchep Shares – RP Yarrawonga (ii) (ii) (ii) (ii) (ii) (ii) (ii) (ii) (ii) (ii) Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Nature of relationship Balance Date (i) Non-controlling interests in UK broking businesses 28 February 2015 (ii) Investments in entities holding client lists 30 June 2016 50.00% 50.00% 50.00% 50.00% 50.00% 10.00% 50.00% 50.00% 50.00% 50.00% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% Total Value 2016 $ 2015 $ 27,202 13,188 7,487,434 – 7,514,636 13,188 *The consolidated entity recognised an equity share of profit from the UK equity investments at 30 June 2016 equal to $17,649 (GBP 8,672) (2015: $NIL). 54 Notes to the Financial Statements (continued) Year ended 30 June 2016 Note 13: Property, Plant and Equipment Leasehold improvements Leasehold improvements at cost Accumulated depreciation Plant and equipment Motor vehicles at cost Accumulated depreciation Office equipment at cost Accumulated depreciation Computer equipment at cost Accumulated depreciation Total plant and equipment Total property, plant and equipment (b) Reconciliations Leasehold improvements Carrying amount at beginning of year Additions Depreciation expense Net foreign currency movements arising from foreign operation Carrying amount end of year 2016 $ 2015 $ 1,305,014 1,085,157 (880,060) (866,050) 424,954 219,107 21,795 (11,189) 10,606 – – – 1,946,886 1,515,568 (1,249,496) (1,138,697) 697,390 376,871 1,791,738 1,415,847 (1,175,767) (920,993) 615,971 494,854 1,323,967 871,725 1,748,921 1,090,832 2016 $ 2015 $ 219,107 225,975 294,057 56,349 (105,935) (63,849) 17,725 632 424,954 219,107 ANNUAL REPORT 2016 55 PSC INSURANCE GROUP 2016 $ 2015 $ – 11,197 (591) 10,606 376,871 337,585 (25,453) 142,743 – – – – 390,159 78,951 – – (131,911) (108,738) (2,445) 16,499 697,390 376,871 494,854 297,832 86,011 417,886 261,139 37,311 (320,251) (234,931) 57,525 13,449 615,971 494,854 1,323,967 871,725 1,748,921 1,090,832 2016 $ 2015 $ 52,769,681 32,963,827 8,954,575 4,390,465 7,089,085 2,133,013 (1,436,635) (978,917) 5,652,450 1,154,096 67,376,706 38,508,388 Note 13: Property, Plant and Equipment (continued) Plant and equipment Motor vehicles Carrying amount at beginning of year Additions through acquisition of entities/operations Depreciation expense Carrying amount end of year Office equipment Carrying amount at beginning of year Additions Disposals Additions through acquisition of entities/operations Depreciation expense Net foreign currency movements arising from foreign operation Carrying amount end of year Computer equipment Carrying amount at beginning of year Additions Additions through acquisition of entities/operations Depreciation expense Net foreign currency movements arising from foreign operation Carrying amount end of year Total plant and equipment Total property, plant and equipment Note 14: Intangible Assets Goodwill at cost Goodwill on consolidation at cost Client lists at cost Accumulated amortisation and impairment Total intangible assets 56 Notes to the Financial Statements (continued) Year ended 30 June 2016 Note 14: Intangible Assets (continued) (a) Reconciliation of the carrying amounts of intangible assets at the beginning and end of the current financial year Reconciliations Goodwill at cost Opening balance Additions (a) Net foreign currency movement arising from foreign operations Closing balance Goodwill on consolidation at cost Opening balance Additions (b) Closing balance Client lists at cost Opening balance Additions (b) Disposals Amortisation expense Closing balance Total intangible assets 2016 $ 2015 $ 32,963,827 32,421,785 20,302,534 60,635 (496,680) 481,407 52,769,681 32,963,827 4,390,465 4,390,465 4,564,110 – 8,954,575 4,390,465 1,154,096 943,830 4,956,072 435,999 – – (457,718) (225,733) 5,652,450 1,154,096 67,376,706 38,508,388 (a) Additional goodwill recognised for the acquisitions over the year, includes either the business assets or legal entity of Hamilton Brokers Pty Ltd, T A Management Pty Ltd, AR (WA) Pty Ltd, Australian Reliance (NSW) Pty Ltd, Reliance Franchise Partners Pty Ltd, EIB Insurance Brokers Pty Ltd, John Holman & Sons Holdings Ltd and Hiscock Insurance Brokers Pty Ltd. (b) Additional customer lists represent the above acquisitions and David Denson Pty Ltd. The consolidated entity performs, on an annual basis, impairment testing for goodwill and any identifiable intangible assets (customer relationships) which have impairment indicators. There was no impairment provision for the year ended 30 June 2016 (2015: no impairment provision). In performing impairment testing, each subsidiary acquired or portfolio of businesses acquired is considered a separate cash generating unit (CGU) or grouped into one CGU where operations are linked. The methodologies used in the impairment testing are: • Value in use – a discounted cash flow model, based on a five year projection commencing with the year one approved budget of the tested CGUs plus a terminal value: and • Fair value – based on the consolidated entity’s estimates of sustainable earnings before interest expense, tax and amortisation (EBITA) for each CGU multiplied by an earnings multiple appropriate for similar businesses less costs to sell. ANNUAL REPORT 2016 57 PSC INSURANCE GROUP 2016 % 2015 % 5% pa for first 5 years 5% pa for first 5 years 3% pa for first 5 years 3% pa for first 5 years 2% 2% 16.67% 16.67% Note 14: Intangible Assets (continued) The following table sets out the key assumptions for the value use model: Revenue growth Cost growth Terminal growth rate (EBITDA) Discount rate (pre tax) Sensitivity analysis has been conducted and no reasonable change in the key assumptions of the value in use calculations would result in impairment. Note 15: Payables Current Unsecured liabilities Trade creditors 2016 $ 2015 $ 3,421,347 1,664,213 Payables from broking, reinsurance and underwriting agency operations 391,523,612 329,954,228 Sundry creditors and accruals Loans from directors Note 16: Borrowings Current Secured liabilities Bank loans Non-Current Secured liabilities Bank loans 2,733,115 3,937,585 – 551,832 397,678,074 336,107,858 2016 $ 2015 $ 566,383 5,580,703 26,154,302 29,563,895 58 Notes to the Financial Statements (continued) Year ended 30 June 2016 Note 16: Borrowings (continued) (a) The consolidated entity has two primary funding facilities: Terms and conditions and assets pledging as security relating to the above financial instruments – PSC Insurance Group Limited – Revolving Funding Facility (Macquarie Bank Limited) – Limit $32,000,000 – Insurance Holdings Ltd – Loan Facility (Clydesdale Bank) – Limit £2,200,000 There are also two standalone funding facilities to RP Newcastle Pty Ltd and RP Windsor Pty Ltd, totalling $712,517. The key terms and conditions are as follows: Macquarie Bank Limited (MBL) Revolving Fund Facility Security was granted in favour of MBL in accordance with the requirements of the MBL Facility including a registered first ranking security over all assets and undertakings of the parent entity and certain subsidiaries of the parent entity. The MBL Facility contains a number of representations, warranties and undertakings (including financial covenants and reporting obligations) from the parent entity and each guarantor that are customary for a facility of this nature, including covenants ensuring the parent entity maintains a drawn debt to EBITDA ratio below agreed levels and a debt service cover ratio above agreed levels. These covenants have been met during the year. The MBL facility is interest only with a 5 year term from its inception date of December 2015. The interest rate is a variable interest rate based on BBSY plus a margin. Clydesdale Bank Facility The agreement provides for a Cross Guarantee and Mortgage Debenture over the assets of IHL, and all trading subsidiaries as security. The loan was to refinance the existing indebtedness of IHL, to fund a share buy back from a retiring Director and to assist in funding the acquisition of John Holman & Sons (Holdings) Ltd. The Clydesdale Facility contains a number of representations, warranties and undertakings, including financial covenants and reporting obligations. The financial covenants cover IHL’s rolling EBITDA to loan value ratio, its interest ratio and cashflow cover. These covenants have to be met quarterly and have been met during the Facility term to date. The Clydesdale Facility is a 7 year facility. Repayment terms of the Clydesdale Facility are £314,286 per annum. The interest rate is a variable interest rate based on LIBOR plus a margin. Hunter Premium Finance Facilities Hunter have provided a facility of $356,258 to each of RP Newcastle Pty Ltd and RP Windsor Pty Ltd. These are secured by a first registered charge over those companies and a guarantee from the parent entity. The Hunter Facilities are 8 year facilities with repayment terms of approximately $51,500 per annum. The interest rate is a variable interest rate based on BBSY plus a margin. ANNUAL REPORT 2016 59 PSC INSURANCE GROUP 2016 $ 2015 $ 2,108,883 1,431,275 304,208 153,696 2,413,091 1,584,971 1,584,971 1,057,561 138,344 527,410 689,776 – 2,413,091 1,584,971 2016 $ 2015 $ 391,906 82,008 10,305,716 892,612 – 68,980 10,697,622 1,043,600 5,044,699 – Note 17: Provisions Current Employee benefits provision Non-Current Employee benefits Total employee benefits liability Movements in provisions Carrying amount at the beginning of the year Additional provisions recognised Provisions acquired through business acquisitions Carrying amount at the end of the year Note 18: Other Liabilities Current Deferred income Amounts payable to vendors (a) Dividends Payable Non-Current Amounts payable to vendors (a) (a) Amounts payable to vendors represents deferred consideration expected to be made to vendors for acquisitions. The consideration payable is calculated based on a multiple of revenue as defined in the various sale and purchase agreements. Note 19: Share Capital (a) Issued and paid up capital 225,378,110 Ordinary shares fully paid (2015: 153,243,334) Fully paid ordinary shares carry one vote per share and have the right to dividends. 2016 $ 2015 $ 85,194,112 3,599,216 60 Notes to the Financial Statements (continued) Year ended 30 June 2016 Note 19: Share Capital (continued) (b) Movements in shares on issue 2016 Beginning of financial year Share Consolidation# Retail offer and Chairman’s List In Specie sale of Demerged entities Parent Entity No of shares $ 153,243,334 3,599,216 (14,106,486) – 43,000,000 43,000,000 – (1,813,314) In Specie share-issue for acquisition of former non-controlling interests 39,276,065 39,276,065 Share in lieu of cash for acquisition of non-controlling interests Employees share issues Other Share Options Option holders conversion Share Capital Issue Costs End of financial year 2015 Beginning of financial year Share Split* End of financial year 353,326 586,521 1,467,393 1,467,393 1,000,000 – 1,144,478 1,144,478 – (2,066,247) 225,378,110 85,194,112 10,075,004 3,599,216 143,168,330 – 153,243,334 3,599,216 # During the year the Board consolidated the number of shares in preparation for the Initial Public Offering (IPO). * During the year, the Board issued a one for 14.21 share split in preparation for the IPO. Rights of each type of share (c) Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. At shareholders meetings each ordinary share gives entitlement to one vote when a poll is called. Capital Management (d) When managing capital, management’s objective is to ensure the consolidated entity continues to maintain optimal returns to shareholders. This is achieved through the monitoring of historical and forecast performance and cashflows. During 2016, management paid dividends of: – Dividends paid by PSC Insurance Group Limited $6,505,295 (2015: $1,550,000) – Dividends paid to non-controlling interests $1,130,748 (2015: $1,164,358) Management manages capital by proactively assessing future funding needs and determining the best funding measures, principally through retained earnings and debt facilities. When considering prudent gearing levels, the consolidated entity considers its gross debt levels against the forecast levels of EBITDA and free cash flow. The consolidated entity also considers the gearing ratio being net debt/total capital. Net debt is calculated as total borrowings as shown in the balance sheet less cash and cash equivalents (excluding cash held in trust) and total capital includes net debt and book equity. ANNUAL REPORT 2016 61 PSC INSURANCE GROUP 2016 $ 2015 $ 154,387 29,634 (543,818) 1,141,924 (37,350,922) – (37,740,353) 1,171,558 18,920,361 15,304,926 Note 20: Reserves and Retained Earnings Share-based payment reserve Foreign currency translation reserve Non-controlling interest reserve Retained Earnings (a) (i) Share-based payment reserve Nature and purpose of reserve The share-based payment reserve comprises the fair value of options and performance share rights recognised as an expense. Upon exercise of options or performance share rights, any proceeds received are credited to share capital. The share-based payment reserve remains as a separate component of equity. (ii) Movements in reserve Opening balance Fair value of options and performance share rights issued during the year Closing balance 2016 $ 29,634 124,753 154,387 2015 $ – 29,634 29,634 Employee share options and loan funded shares issued in FY16 have been valued using a Black Scholes model with volatility of 25% and a risk free rate of 1.5%. Employee share options were granted at a $1 excise price and expire after 5 years. The loan funded shares of 1,000,000 have a 5-year term and implied option cost is expensed over the loan term. (b) (i) Foreign currency translation reserve Nature and purpose of reserve The foreign currency translation reserve is used to record the unrealised exchange differences arising on translation of a foreign entity and is not distributable. (ii) Movements in reserve Opening balance Exchange differences on translation of foreign operations Closing balance 2016 $ 2015 $ 1,141,924 255,847 (1,685,742) 886,077 (543,818) 1,141,924 62 Notes to the Financial Statements (continued) Year ended 30 June 2016 Note 20: Reserves and Retained Earnings (continued) (c) Non-controlling interest reserve (i) The non-controlling interest reserve is used to record the fair value of shares issued to buyout non-controlling interests (ii) Movements in reserves – Opening Balance – Fair Value of NCI purchased (d) Retained Earnings Retained earnings at beginning of year Other movement in retained earnings Net profit Dividends provided for or paid Note 21: Interests in Subsidiaries (a) Subsidiaries 2016 $ – (37,350,922) (37,350,922) 2015 $ – – – 2016 $ 2015 $ 15,304,926 10,770,136 155,962 (327,440) 9,964,768 6,412,230 (6,505,295) (1,550,000) 18,920,361 15,304,926 Subsidiaries of the group Country of incorporation Ownership interest held by group Ownership interest held by NCI ACN 151 774 668 Pty Ltd 3 Australia 100.00% 75.00% 0.00% 25.00% 2016 2015 2016 2015 Alsford Page & Gems (Holdings) Limited United Kingdom 100.00% Alsford Page & Gems Limited United Kingdom 100.00% AR (WA) Pty Ltd Austrans Pacific Pty Ltd Breeze Reinsurance Pty Ltd 4 7 3 Australia Australia Australia 72.10% 72.10% 0.00% 0.00% 0.00% 30.00% 70.00% 0.00% 100.00% 100.00% 100.00% 100.00% Breeze Underwriting (Aust) Pty Ltd 3, 5 Australia 100.00% Breeze Underwriting Limited United Kingdom 100.00% Carroll & Partners Limited United Kingdom 100.00% Certus Life Australia Pty Ltd 3, 6 Australia 100.00% 90.30% 80.00% 84.20% 93.10% Certus Life Melbourne Pty Ltd Certus Life Pty Ltd Chase Surety Pty Ltd 3 3 Australia Australia Australia 100.00% 100.00% 100.00% 80.00% 80.00% 56.00% 27.90% 27.90% 0.00% 0.00% 0.00% 9.70% 20.00% 15.80% 7.00% 0.00% 20.00% 44.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 20.00% ANNUAL REPORT 2016 63 PSC INSURANCE GROUP Note 21: Interests in Subsidiaries (continued) Subsidiaries of the group Country of incorporation Ownership interest held by group Ownership interest held by NCI 2015 30.00% ** 30.00% 15.80% 15.80% 2016 0.00% 0.00% 0.00% 0.00% 0.00% Chase Underwriting Pty Ltd Connect Life Deskhaven Pty Ltd Fenchurch Insurance Risk Management Limited 3 1 3 Australia Australia Australia 2016 2015 100.00% 70.00% 100.00% ** 100.00% 70.00% Insurance Holdings Limited United Kingdom 100.00% United Kingdom 100.00% 84.20% 84.20% John Holman & Sons (Holdings) Ltd (UK) Just Equestrian Insurance Services Limited Just Leisure Insurance Services Limited Just Motorsport Limited McKenna Hampton Insurance Brokers Pty Ltd P Capital Pty Ltd Professional Services Corporation Pty Ltd PSC Coastwide Insurance Services Pty Ltd PSC Coastwide Newcastle Pty Ltd PSC Connect NZ Ltd PSC Connect Pty Ltd PSC Foundation Pty Ltd PSC Group Holdings Pty Ltd PSC Holdings (Aust) Pty Ltd PSC Insurance Brokers (Aust) Pty Ltd United Kingdom 100.00% 0.00% 0.00% 0.00% United Kingdom 35.03% 29.50% 64.97% 70.50% United Kingdom United Kingdom 35.03% 35.03% 29.50% 29.50% 64.97% 64.97% 3 7 Australia Australia 100.00% 100.00% 0.00% 0.00% 100.00% 100.00% 70.50% 70.50% 0.00% 0.00% 3, 6 Australia 100.00% 93.00% 0.00% 7.00% 3 3 3 3 3 3 Australia Australia New Zealand Australia Australia Australia Australia 100.00% 100.00% 100.00% 100.00% 70.00% 50.00% 75.00% 75.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 30.00% 50.00% 25.00% 25.00% 0.00% 0.00% 0.00% 3, 5 Australia 100.00% 90.30% 0.00% 9.70% PSC Insurance Brokers (Brisbane) Pty Ltd PSC Insurance Brokers (Darwin) Pty Ltd 3 3 Australia 100.00% 75.00% 0.00% 25.00% Australia 100.00% 75.00% 0.00% 25.00% PSC Insurance Brokers (Melbourne) Pty Ltd PSC Insurance Brokers (Wagga) Pty Ltd 3,5 Australia 100.00% 90.30% 0.00% 9.70% 3 Australia 100.00% 77.80% 0.00% 22.20% 64 Notes to the Financial Statements (continued) Year ended 30 June 2016 Note 21: Interests in Subsidiaries (continued) Subsidiaries of the group Country of incorporation Ownership interest held by group 2016 2015 PSC Insurance Brokers Pty Ltd 3 Australia 100.00% 100.00% Breeze Underwriting Pty Ltd (PSC Insurance Pty Ltd) PSC Insurance Services Pty Ltd PSC International Pty Ltd PSC JLG Investment Pty Ltd PSC McKenna Hampton Insurance Brokers Pty Ltd PSC Nominees Pty Ltd 3, 5 Australia 100.00% 90.30% 3 3 3 3 3 Australia Australia Australia Australia Australia 100.00% 100.00% 100.00% 100.00% 100.00% 90.30% 100.00% 100.00% 86.50% 90.30% 2016 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Ownership interest held by NCI 2015 0.00% 9.70% 0.00% 0.00% 9.70% 13.50% 9.70% PSC Risk Consultants Limited Hong Kong 0.00% 65.00% 100.00% 35.00% PSC Reliance Franchise Partners Pty Ltd (2015 – PSC Share Nominees Pty Ltd) PSC UK Pty Ltd PSC Workers Compensation and Consulting Pty Ltd PSC Wright Fahey Pty Ltd Reliance Workplace Solutions Pty Ltd RP Newcastle Pty Ltd RP Windsor Pty Ltd The Lead Agency Pty Ltd 3 1 3 4 3, 6 Australia 100.00% 93.10% Australia 100.00% 100.00% 0.00% 0.00% 7.00% 0.00% Australia Australia 75.00% ** 25.00% ** 100.00% 46.10% 0.00% 53.90% Australia 70.00% 0.00% 30.00% 0.00% 2,3 Australia 2 7 Australia Australia 100.00% 100.00% *** *** 0.00% 0.00% *** *** 0.00% 70.00% 100.00% 30.00% UK Facilities Limited United Kingdom 100.00% 84.20% Upper Hillwood Holdings Limited United Kingdom 100.00% 0.00% 0.00% 0.00% 15.80% 27.90% 1 – ** Entity incorporated during the 2016 financial year 2 – *** Entity acquired during the 2016 financial year 3 – Member of the PSC Insurance Group Limited tax consolidated group 4 – Member of the AR (WA) Pty Ltd tax consolidated group 5 – Member of the PSC Insurance Pty Ltd tax consolidated group to 8 December 2015 6 – Member of the Professional Services Corporation Pty Ltd tax consolidated group to 8 December 2015 7 – Exited the PSC Insurance Group Limited tax consolidated group 28 August 2015 ANNUAL REPORT 2016 65 PSC INSURANCE GROUP 2016 $ 2015 $ 4,370,540 2,733,170 873,648 2,246,651 – 555,077 (4,033,959) 1,350,000 – – (1,130,748) (1,164,358) 1,429,481 4,370,540 Note 21: Interests in Subsidiaries (continued) (b) Reconciliation of the non-controlling interest Accumulated NCI at the beginning of the year Profit or loss allocated to NCI during the year Contributions Reduction in non-controlling interest Non-controlling interest arising from business combination Dividends paid to NCI Accumulated NCI at the end of the year Note 22: Cash Flow Information (a) Cash at the end of the financial year as shown in the consolidated statement of cash flows is reconciled to the related items in the consolidated statement of financial position as follows: Reconciliation of cash Cash on hand Cash at bank Cash on deposit Cash held on trust (b) Reconciliation of net profit after tax to net cash flows from operations Profit from ordinary activities after income tax Items classified as investing activities (Gain) on net assets exceeding consideration paid Equity accounted result Unrealised (profit) on sale of investments Non-cash items Depreciation and amortisation Bad and doubtful debts Foreign currency translation (gains)/losses Staff Share Allocations Share-based payment expense (Gain) on sale of shares 2016 $ 2015 $ 13,629 15,152 6,298,387 5,495,321 1,683,192 922,000 79,257,087 51,467,898 87,252,295 57,900,371 2016 $ 2015 $ 10,838,416 8,658,881 (252,853) (476,976) (17,649) (13,187) – – 1,016,406 633,251 59,149 (199,696) 1,467,393 (1,992) 76,450 – 124,753 29,634 – (1,148,545) Net cash flows from operations before change in assets and liabilities 13,022,732 7,770,703 66 Notes to the Financial Statements (continued) Year ended 30 June 2016 Note 22: Cash Flow Information (continued) Change in assets and liabilities (Increase)/decrease in receivables (Increase)/decrease in other assets Increase/(decrease) in payables Increase/(decrease) in provisions (Decrease)/Increase in other liabilities Increase/(decrease) in income taxes payable (Increase)/decrease in deferred tax liabilities Net cash flow from operating activities 2016 $ 2015 $ (40,066,486) (52,312,452) 464,137 (989,252) 64,225,572 50,356,317 828,120 240,918 326,567 (127,866) (2,872,653) 1,738,479 2,322,721 (742,913) 38,165,061 5,989,949 Acquisitions (c) During the period the consolidated group made a number of acquisitions. The fair value of assets acquired and liabilities assumed were as follows: Cash Property, plant and equipment Goodwill Identifiable Intangibles Trade receivables Other shares and units held Other assets Other financial assets Trade and other creditors Income tax payable Provisions Deferred tax balances Bank loan Other payables Net Identifiable assets acquired Net assets exceeding consideration paid Consideration paid in cash Cash acquired Net cash (dispensed)/acquired 2016 $ 2015 $ 2,030,261 11,285,297 239,951 2,839,396 3,881,072 – – 9,039,213 194,837,720 7,487,438 – 1,421,255 270,632 2,358,360 – (10,692,554) (200,494,352) (46,457) – (689,776) (267,085) 141,141 134,864 – – (1,902,841) (1,807,901) 18,009,300 2,056,334 5,770,371 (476,976) (23,779,671) (1,579,358) 2,030,261 11,285,297 (21,749,410) 9,705,939 ANNUAL REPORT 2016 67 PSC INSURANCE GROUP 2016 $ 2015 $ 36,677,196 39,566,735 26,720,685 35,144,598 9,956,511 4,422,137 2016 $ 2015 $ 23,779,671 1,579,358 14,654,021 – 38,433,692 1,579,358 1,350,000 555,077 Note 22: Cash Flow Information (continued) (d) Loan facilities Loan facilities Amount utilised Unused loan facility Note 23: Business Combinations Consideration and costs paid Deferred (contingent) consideration Total purchase consideration Fair value of non-controlling interests Acquisitions for the Year ended 30 June 2016 In accordance with consolidated entity strategy, a series of acquisitions were completed during the year. These included the following acquisition vehicles: (i) Company and its subsidiary entity/(ies) (ii) Client list and employee benefits (iii) Client list, employee benefits and other business assets (a) Consideration paid/payable AR (WA) Pty Ltd $ Reliance Franchise Partners $ AR Portfolio (NSW) $ John Holman and Sons (Holdings) Ltd $ Hamilton Brokers $ TA Manage- ment $ EIB Ins Brokers $ Hiscock $ Total Group $ 6,355,000 7,399,146 2,677,933 2,703,190 714,696 1,350,414 644,083 1,935,209 23,779,671 – – – 197,824 – – 335,000 – 532,824 2,695,000 2,800,000 1,540,000 3,305,045 1,021,842 1,400,000 335,000 1,024,310 14,121,197 9,050,000 10,199,146 4,217,933 6,206,059 1,736,538 2,750,414 1,314,083 2,959,519 38,433,692 2016 Cash consideration paid Deferred consideration Contingent consideration Total purchase consideration Ownership share 70% 100% 100% 100% 100% 100% 100% 100% Acquisition vehicle (i) (iii) (ii) (i) (ii) (iii) (ii) (iii) 68 Notes to the Financial Statements (continued) Year ended 30 June 2016 Note 23: Business Combinations (continued) (b) Identifiable assets and liabilities acquired AR (WA) Pty Ltd $ Reliance Franchise Partners $ AR Portfolio (NSW) $ John Holman and Sons (Holdings) Ltd $ Hamilton Brokers $ TA Manage- ment $ EIB Ins Brokers $ Hiscock $ Total Group $ 2016 – Cash and Cash equivalents – Property, plant and equipment – Goodwill – Identifiable intangibles – Trade and other receivables – Other Shares and Units held – Other financial Assets – Deferred Tax Assets – Trade and other payables – Income tax payable – 138,804 2,839,396 – – – 1,577,118 1,411,628 – – – 7,487,438 – 2,358,360 69,483 71,658 – Other assets 1,421,255 – – 2,030,261 – – – – – – – – 73,893 – – 9,039,213 – – – – – – – – 12,254 – – – – – 2,030,261 15,000 239,951 – 2,839,396 138,371 322,036 77,321 354,598 3,881,072 – – – – – – – – – – – – – – – – – – – – – – – – 9,039,213 7,487,438 1,421,255 – 2,358,360 – 141,141 – (10,692,554) – (46,457) (60,304) (49,586) (25,917) (82,081) (689,776) (16,816) (734,048) – (9,941,690) (46,457) – – – Provisions (146,785) (143,036) (182,067) – – Total Net identifiable Assets/ (liabilities) 5,835,998 10,452,000 (182,067) 1,201,677 78,067 284,704 51,404 287,517 18,009,300 ANNUAL REPORT 2016 69 PSC INSURANCE GROUP Note 23: Business Combinations (continued) (c) Goodwill on acquisition AR (WA) Pty Ltd $ Reliance Franchise Partners $ AR Portfolio (NSW) $ John Holman and Sons (Holdings) Ltd $ Hamilton Brokers $ TA Manage- ment $ EIB Ins Brokers $ Hiscock $ Total Group $ 9,050,000 10,199,146 4,217,933 6,206,059 1,736,538 2,750,414 1,314,083 2,959,519 38,433,692 (5,835,998) (10,452,000) 182,067 (1,201,677) (78,067) (284,704) (51,404) (287,517) (18,009,300) 1,350,000 – – – – – – – 1,350,000 4,564,002 (252,854) 4,400,000 5,004,382 1,658,471 2,465,710 1,262,679 2,672,002 21,774,393 2016 Total consideration paid/payable Total net identifiable (assets)/ liabilities acquired Non-controlling interests acquired Goodwill on acquisition/(Excess over consideration paid/payable) (d) Financial performance since acquisition date AR (WA) Pty Ltd* $ Reliance Franchise Partners $ AR Portfolio (NSW) $ John Holman and Sons (Holdings) Ltd $ Hamilton Brokers $ TA Manage- ment $ EIB Ins Brokers $ Hiscock $ Total Group $ 1,957,000 1,416,000 959,000 1,300,000 857,800 764,000 264,000 299,000 7,816,800 2016 Revenue Profit after tax 266,000 463,000 76,000 318,000 338,000 144,000 58,000 64,000 1,727,000 If the acquisitions had occurred on 1 July 2015, this would have given rise to an additional $11.3 million in revenue and $2.0 million in Profit after Tax, but before *non-controlling interest. Therefore, the consolidated entity’s total revenue and profit after income tax, attributable to the owners of the Group would have been $79.0 million, and $11.9 million respectively. Financial performance if held for 12 months Revenue 4,790,000 3,421,000 2,030,000 4,500,000 857,800 1,300,000 670,000 1,500,000 19,068,800 Profit after tax 1,170,000 500,000 70,000 600,000 338,000 395,000 200,000 500,000 3,773,000 Goodwill on acquisition Customer Lists (Gain on excess of Net Assets over consideration paid) 2,839,396 1,577,118 – – (252,853) 4,400,000 5,004,382 1,411,629 2,465,709 1,262,679 2,672,002 15,655,797 – – – – 138,371 322,037 77,321 354,598 6,869,445 – – – – (252,853) 4,416,514 (252,853) 4,400,000 5,004,382 1,550,000 2,787,746 1,340,000 3,026,600 22,272,387 The value of goodwill represents the future benefit arising from the future earnings and synergies expected from the acquisitions. In applying AASB3 the accounting for the acquisition of Reliance Franchise Partners resulted in an excess of net assets acquired over consideration paid for, giving rise to a gain on bargain purchase. This has given rise to a gain of $252,854 included in Other Revenue on the Statement of Profit or Loss and other Comprehensive Income. 70 Notes to the Financial Statements (continued) Year ended 30 June 2016 Note 23: Business Combinations (continued) Acquisition-related Costs (e) The consolidated entity incurred transaction costs of $0.34 million in respect of these combinations. This includes $0.13 million for the acquisitions of AR (WA) Pty Ltd, AR (NSW) Pty Ltd and Reliance Franchise Partners Pty Ltd, and $0.11 million for the UK acquisition of John Holman and Sons (Holdings) Ltd. Transaction costs included legal fees, stamp duty, due diligence and other direct costs incurred in relation to these acquisitions. These costs are included within Administration and other expenses in the Statement of Profit or Loss and other Comprehensive Income. Note 24: Commitments (a) Operating leases (non cancellable): Lease expenditure commitments (i) Nature of leases Operating leases comprise lease for premises from which the consolidated entity operates and several novated leases of motor vehicles that form part of the salary packages of employees. (ii) Minimum lease payments – Not later than one year – Later than one year and not later than five years Aggregate lease expenditure contracted for at reporting date (b) Capital expenditure commitments Land and Buildings payable Computer Software payable Plant and equipment payable Total capital expenditure commitments 2016 $ 2015 $ 2,676,076 1,840,505 3,562,187 2,194,089 6,238,263 4,034,594 2016 $ 9,101,150 148,800 – 9,249,950 2015 $ – – 15,285 15,285 (c) Business acquisition commitments for acquisitions completed post-balance date* Assured Cover Pty Ltd (purchase of business) David Denson Pty Ltd (purchase of client list) Hamilton Brokers Pty Ltd (purchase of client list) Flagship Haven Insurance Consultants Limited (purchase of license and client list) TA Asset Management Pty Ltd (purchase of client list, other business assets and assumption of employee benefits liabilities) *Refer to Note 34: Subsequent Events 2016 $ 367,500 2015 $ – – – – – 1,075,000 1,550,000 425,000 2,800,000 367,500 5,850,000 ANNUAL REPORT 2016 71 PSC INSURANCE GROUP Note 24: Commitments (continued) (d) The consolidated entity has provided bank guarantees in relation to a number rental premises from which various businesses operate. Total bank guarantees outstanding $965,000 (2015: $340,000). Bank guarantee commitments Contingent liabilities (e) The consolidated entity has provided guarantees on indebtedness of some of its investments. The total amount is limited to $2,731,270. The amount of $1,362,270 of this contingent liability relates to the guarantee of loans made to non-group interests in certain associate entities and is supported by Put Option agreements held by the lender over the non-group holdings in these associate entities. Note 25: Earnings per Share Reconciliation of earnings used in calculating earnings per share: Profit from continuing operations attributable to owners of PSC Insurance Group Limited attributable to owners of PSC Insurance Group Limited Profit used in calculating basic earnings per share Profit used in calculating diluted earnings per share Earnings used in calculating diluted earnings per share 2016 $ 2015 $ 9,964,768 6,412,230 9,964,768 6,412,230 9,964,768 6,412,230 9,964,768 6,412,230 2016 No of Shares 2015 No of Shares Weighted average number of ordinary shares used in calculating basic earnings per share 192,013,202 36,427,416 Effect of dilutive securities: Share options 327,123 – Adjusted weighted average number of ordinary shares used in calculating diluted earnings per share 192,340,325 36,427,416 Note 26: Share Based Payments (a) Employee option plan Details of the options granted are provided below: 2016 Grant date 14/12/15 14/12/15 31/10/15 31/10/15 Expiry date 13/12/20 13/12/20 Exercise price $1.00 $1.00 31/10/16 $175.50 31/10/16 $707.74 Balance at beginning of the year Granted during the year Exercised during the year Expired during the year Balance at the end of the year Exercisable at the end of the year – – – – 1,000,000 600,000 1,112 417 – – 1,112 417 – – – – 1,000,000 1,000,000 600,000 600,000 – – – – 72 Notes to the Financial Statements (continued) Year ended 30 June 2016 Note 26: Share Based Payments (continued) The weighted average share price for share options exercised during the period was $321.66. These options were granted and exercised prior to the IPO. The weighted average remaining contractual life for share options outstanding at the end of the period was 4.5 years. Fair value of options granted: The fair value of the options at grant date was $245,427 (2015 – $44,962). Fair value was determined using the Black Scholes Model. The following inputs were utilised: Expected price volatility of the company’s shares: 25% (2015 – n/a) Expected dividend yield: 3.5% (2015 – n/a) Risk-free interest rate: 1.5% (2015 – n/a) Note 27: Financial Risk Management The consolidated entity is exposed to a variety of financial risks comprising: – Market price risk – Currency risk – Interest rate risk – Credit risk – Liquidity risk The board of directors has overall responsibility for identifying and managing operational and financial risks. The consolidated entity holds the following financial instruments: Financial assets Cash and cash equivalents Bonds and Deposits 2016 $ 2015 $ 87,252,295 57,900,371 970,694 361,062 Receivables from broking, reinsurance and underwriting agency operations 337,712,869 297,705,532 Other receivables Loans to related parties Financial assets at cost Financial liabilities Trade creditors 932,726 347,947 6,364,743 3,836,543 1,955,444 638,188 433,188,771 360,789,644 3,421,347 1,664,213 Payables from broking, reinsurance and underwriting agency operations 391,523,612 329,954,228 Sundry creditors & accruals Loans from directors Borrowings 2,733,115 3,937,585 – 551,832 26,720,685 35,144,598 424,398,759 371,252,456 ANNUAL REPORT 2016 73 PSC INSURANCE GROUP Note 27: Financial Risk Management (continued) (a) Market price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk). Market price risk Sensitivity The consolidated entity does not hold market securities and no sensitivity analysis is required. Currency risk (b) Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Sensitivity If foreign exchange rates were to increase/decrease by 10% from rates used to determine fair values of all financial instruments as at the reporting date, assuming all other variables that might impact on fair value remain constant, then the impact on profit for the year and equity is as follows: +/– 10% Impact on profit after tax Impact on equity 2016 $ 2015 $ 108,489 42,273 1,233,065 1,100,734 Fair value of Financial Instruments (c) The consolidated entity’s deferred consideration liability is measured at fair value at the end of each reporting period. The following table gives information about how the fair value of this financial liability is determined, including the valuation technique and inputs used. Financial instrument Valuation technique Significant unobservable inputs Relationship of unobservable inputs to fair value Deferred consideration The fair value is calculated based on an agreed multiple of fees and commissions Forecast fees and commissions The estimated fair value would increase/(decrease) if: – The forecast fees and commissions were higher/(lower) 74 Notes to the Financial Statements (continued) Year ended 30 June 2016 Note 27: Financial Risk Management (continued) (d) Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate as a result of changes in market interest rates. Interest rate risk The exposure to interest rate risks in relation to future cash flows and the effective weighted average interest rates on classes of financial assets and financial liabilities, is as follows: Financial Instruments 2016 (i) Financial assets (variable) Cash Bonds and Deposits Receivables from broking, reinsurance and underwriting agency operations Other receivables Interest- bearing $ Non-interest bearing $ Total carrying amount $ Weighted average effective interest rate % 87,252,295 – 87,252,295 1.35% – – – 970,694 970,694 337,712,869 337,712,869 932,726 932,726 Loans to director related entities 6,364,743 – 6,364,743 5.65% Financial Assets at cost Total financial assets (ii) Financial liabilities (variable) Trade creditors Payables from broking, reinsurance and underwriting agency operations Sundry creditors & accruals Borrowings Total financial liabilities – 1,955,444 1,955,444 93,617,038 341,571,733 435,188,771 – – – 3,421,347 3,421,347 391,523,612 391,523,612 2,733,115 2,733,115 26,720,685 – 26,720,685 4.91% 26,720,685 397,678,074 424,398,759 ANNUAL REPORT 2016 75 PSC INSURANCE GROUP Note 27: Financial Risk Management (continued) Financial Instruments 2015 (i) Financial assets (variable) Cash Bonds and Deposits Receivables from broking, reinsurance and underwriting agency operations Other receivables Interest- bearing $ Non-interest bearing $ Total carrying amount $ Weighted average effective interest rate % 57,900,371 – 57,900,371 1.97% – – – 361,062 361,062 297,705,532 297,705,532 347,947 347,947 Loans to director related entities 3,836,544 – 3,836,544 6.95% Financial Assets at cost Total financial assets (ii) Financial liabilities (variable) Trade creditors Payables from broking, reinsurance and underwriting agency operations Sundry creditors & accruals Loans from directors Borrowings Total financial liabilities – 638,188 638,188 61,736,915 299,052,729 360,789,644 – – – 1,664,213 1,664,213 329,954,228 329,954,228 3,937,585 3,937,585 551,832 35,144,598 – – 551,832 35,144,598 6.20% 7.09% 35,696,430 335,556,026 371,252,456 No other financial assets or financial liabilities are expected to be exposed to interest rate risk. Sensitivity If interest rates were to increase/decrease by 100 basis points from rates used to determine fair values as at the reporting date, assuming all other variables that might impact on fair value remain constant, then the impact on profit for the year and equity is as follows: +/– 100 basis points Impact on profit after tax Impact on equity 2016 $ 2015 $ (423,721) (77,555) (423,721) (77,555) 76 Notes to the Financial Statements (continued) Year ended 30 June 2016 Credit risk Note 27: Financial Risk Management (continued) (e) Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The consolidated entity obtains guarantees where appropriate to mitigate credit risk. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements. The consolidated entity does not hold any collateral. Credit risk of the consolidated entity mainly arises from cash and cash equivalents, trade and other receivables, loan to shareholders and loan to a joint venture. Although there is a concentration of cash and cash equivalents held with a major bank, credit risk is not considered significant. The consolidated entity’s exposure to credit risk is concentrated in the financial services industry with parties which are considered to be of sufficiently high credit quality to minimise credit risk losses. Receivables include amounts due from policyholders in respect of insurances arranged by controlled entities. Insurance brokers and underwriting agencies have credit terms of 90 days from policy inception to pay funds received from policyholders to insurers. Should policyholders not pay, the insurance policy is cancelled by the insurer and a credit given against the amount due. The consolidated entity’s credit risk exposure in relation to these receivables is limited to commissions and fees charged. Commission revenue is recognised after taking into account an allowance for expected revenue losses on policy lapses and cancellations, based on past experiences. (f) Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. Liquidity risk The consolidated entity’s risk management includes maintaining sufficient cash and the availability of funding via an adequate amount of credit facilities as disclosed in note 22. Fair value compared with carrying amounts (g) The fair value of financial assets and financial liabilities approximates their carrying amounts as disclosed in the consolidated statement of financial position and notes to the consolidated financial statements. Maturity analysis (h) The tables below represents the undiscounted contractual settlement terms for financial instruments and managements expectation for settlement of undiscounted maturities. Year ended 30 June 2016 Cash and cash equivalents Receivables Other financial assets Payables Borrowings Other financial liabilities Net maturities < 6 Months $ 6-12 Months $ 1-5 years $ Carrying amount $ 87,252,295 – – 87,252,295 181,882,071 157,502,292 5,244,707 344,629,070 1,813,219 (397,678,074) – – 1,955,444 3,768,663 – (397,678,074) (283,192) (283,191) (26,154,302) (26,720,685) – (11,249,039) (6,425,802) (17,674,841) (127,013,681) 145,970,062 (25,379,953) (6,423,572) ANNUAL REPORT 2016 77 PSC INSURANCE GROUP < 6 Months $ 6-12 Months $ 1-5 years $ Carrying amount $ 57,900,371 – – 57,900,371 145,014,588 156,113,396 475,132 301,603,116 774,837 (336,107,858) – – 638,188 1,413,025 – (336,107,858) (2,790,352) (2,790,351) (29,563,895) (35,144,598) – (4,467,670) – (4,467,670) (135,208,414) 148,855,375 (28,450,575) (1,480,614) 2016 $ 2015 $ 954,162 900,000 5,145 92,039 – – 1,051,346 900,000 Note 27: Financial Risk Management (continued) Year ended 30 June 2015 Cash and cash equivalents Receivables Other financial assets Payables Borrowings Other financial liabilities Net maturities Note 28: Directors’ and Executives’ Compensation Compensation by category Short-term employment benefits Post-employment benefits Share-based payments The names of directors who have held office during the year are: Name Paul Dwyer John Dwyer Brian Austin Appointment Details Appointed 10 December 2010 Appointed 10 December 2010 Appointed 10 December 2010 Antony Robinson Appointed 13 July 2015 Key management personnel during the year are the directors. 78 Notes to the Financial Statements (continued) Year ended 30 June 2016 Note 29: Related Party Disclosures Ownership interests in related parties (a) Details of interests in controlled entities are set out in Note 21. Related party transactions (b) The following table provides the total amount of transactions that were entered into with related parties for the relevant financial year: (i) Transactions with subsidiaries All transactions that have occurred among the subsidiaries within the consolidated entity have been eliminated for consolidation purposes. (ii) Transactions with entities with director related entities Fuse Recruitment Pty Ltd, The Lead Agency Pty Ltd and P Capital Pty Ltd are owned by related entities of Directors of the consolidated entity and is therefore considered related entities. The Group engages Fuse Recruitment Pty Ltd for recruitment and contractor services, The Lead Agency Pty Ltd for marketing services, and P Capital Pty Ltd for transportation services. The following fees were paid on normal third party commercial terms: Fees Paid or Payable to associates on normal commercial terms: Recruitment/contractor fees Marketing service fees Transportation service fees 2016 $ 2015 $ 202,104 259,518 295,254 102,300 – – Transactions with The Lead Agency Pty Ltd and P Capital Pty Ltd were included within the consolidated result of the consolidated entity in the prior Financial Year, as they were both formerly subsidiaries of the consolidated entity. Fuse Recruitment Pty Ltd also engaged the consolidated entity for marketing services. The following fees were received on normal third party commercial terms: Fees Received or Receivable from associates on normal commercial terms: Marketing service fees 2016 $ 2015 $ 6,678 – Additionally, during the year the PSC Insurance Group Limited provided insurance services to related parties of a Director totalling $154,643 (2015: $119,849). The services supplied were in the normal course of business and on normal commercial terms and conditions. The fees outstanding for these services at balance date are $20,009 (2015: $9,655). Remuneration paid to the Directors for services provided are paid to their respective companies, as disclosed in the Remuneration Report. For part of the year the consolidated entity paid subtenant rent to Fuse Recruitment Pty Ltd as lead tenant of shared office space. For the remainder of the year Fuse Recruitment Pty Ltd was subtenant of the consolidated entity. Rent paid or payable to associates on normal commercial terms Estimated rent receivable from associates on normal commercial terms 2016 $ 46,761 59,175 2015 $ 50,679 – ANNUAL REPORT 2016 79 PSC INSURANCE GROUP Note 29: Related Party Disclosures (iii) Transactions with directors, key management personnel and other related parties From time to time, the consolidated entity issues loans to Directors, key management personnel and other related parties. The following balances are outstanding at the reporting date in relation to loans with related parties. Current receivables Directors loans Loans to related parties Loans to associates Non-Current receivables Loans to related parties Loans to associates Current payables Director loans 2016 $ 2015 $ 22,767 1,603,494 132,861 1,757,918 964,408 – 1,995,569 475,131 3,249,138 – – 551,832 All pre-listing related party loans met the minimum requirements of the Income Tax Assessment Act 1936 Division 7A in relation to interest rates and repayment terms. All post-listing related party loans are interest bearing at a minimum rate of the Fringe Benefit Tax Reference rate. The maximum loan term is 7 years. (iv) Transactions with joint ventures in which the consolidated entity is a venturer The consolidated entity is not engaged in any joint ventures in this financial year. Note 30: Auditor’s Remuneration (a) (i) Amounts paid and payable to Pitcher Partners (Melbourne) for: Audit and other assurance services An audit or review of the financial report of the entity and any other entity in the consolidated entity Other assurance services – Due diligence Total remuneration for audit and other assurance services 2016 $ 2015 $ 610,738 508,738 94,725 120,500 705,463 629,238 80 Notes to the Financial Statements (continued) Year ended 30 June 2016 Note 30: Auditor’s Remuneration (ii) Other non-audit services Corporate secretarial services Taxation services Total remuneration for non-audit services 2016 $ 4,050 81,830 85,880 2015 $ 11,257 90,813 102,070 Total remuneration of Pitcher Partners Melbourne 791,343 731,308 (b) (i) Amounts paid and payable to network firms of Pitcher Partners for: Audit and other assurance services An audit or review of the financial report of the entity and any other entity in the consolidated entity Total remuneration for audit and other assurance services (ii) Other non-audit services Corporate secretarial services Total remuneration for non-audit services Total remuneration of network firms of Pitcher Partners (c) (i) Amounts paid and payable to non-related auditors of group entities for: Audit and other assurance services An audit or review of the financial report of the entity and any other entity in the consolidated entity Total remuneration for audit and other assurance services (ii) Other non-audit services Taxation services Other services Total remuneration for non-audit services Total remuneration of non-related auditors of group entities Total auditors’ remuneration 2016 $ 5,078 5,078 2016 $ 1,371 1,371 6,449 2015 $ 9,093 9,093 2015 $ 889 889 9,982 2016 $ 2015 $ 155,053 155,053 96,228 96,228 2016 $ 56,250 10,379 66,629 221,682 2015 $ 34,910 – 34,910 131,138 1,019,474 872,428 ANNUAL REPORT 2016 81 PSC INSURANCE GROUP 2016 $ 2015 $ 82,805,990 1,931,415 34,100,617 35,560,542 116,906,607 37,491,957 2,895,930 5,404,912 22,045,063 19,129,577 24,940,993 24,534,489 91,965,614 12,957,468 91,669,900 10,075,004 109,935 – 185,779 2,882,464 91,965,614 12,957,468 2016 $ 2015 $ 3,795,977 2,741,222 3,795,977 2,741,222 Note 31: Parent Entity Information (a) Summarised statement of financial position Assets Current assets Non-current assets Total assets Liabilities Current liabilities Non-current liabilities Total liabilities Net assets Equity Share capital Reserves Retained earnings Total equity (b) Summarised statement of comprehensive income Profit for the year Total comprehensive income for the year Parent entity guarantees (c) An amount of $1,362,270 of the consolidated entity’s total contingent liabilities relates to the guarantee of loans made to non-group interests in certain associate entities and is supported by Put Option agreements held by the lender over the non-group holdings in these associate entities. (d) The parent entity has contractual commitments $10,582,450 comprised as follows: Parent entity contractual commitments – Capital Expenditure Commitments – Bank Guarantee Commitments $9,101,150 $965,000 82 Notes to the Financial Statements (continued) Year ended 30 June 2016 Note 32: Segment Information Description of segments (a) The consolidated entity’s Chief Financial decision maker has identified the following reportable segments: • Australasia The consolidated entity’s Australasian operations represent insurance broking and underwriting agency operations present in Australia and New Zealand • UK The consolidated entity’s UK operations represent its insurance broking, reinsurance and underwriting agency operations present in the United Kingdom. All these operating segments have been identified based on internal reports reviewed by the consolidated entity’s Chief Financial Officer in order to allocate resources to the segment and assess its performance. Segment information (b) The consolidated entity’s Chief Financial Officer uses segment revenue, segment result, segment assets and segment liabilities to assess each operating segment’s financial performance and position. Amounts reported for each operating segment are the same amount recorded in the internal reports to the Chief Financial officer. Amounts of segment information are measured in the same way the financial statements. They include items directly attributable to the segment and those that can reasonably be allocated to the segment based on the operations of the segment. Inter-segment revenue is determined on an arm’s length basis. Segment information is reconciled to financial statements and underlying profit disclosure notes if provided elsewhere where these amounts differ. 2016 Segment revenue Total segment revenue Segment 1 – Australia/ NZ/Asia Segment 2 – UK Total 44,003,333 22,762,830 66,766,163 Segment revenue from external source 44,003,333 22,762,830 66,766,163 Segment result Total segment result Segment result from external source Items included within the segment result: Interest income Interest expense Depreciation and amortisation expense Income tax expense Share of net profits/(losses) of associates and joint ventures accounted for using the equity method Total segment assets Total segment assets include: 7,166,574 3,671,842 10,838,416 7,166,574 3,671,842 10,838,416 972,595 9,567 982,162 (1,491,469) (26,491) (1,517,960) (903,044) (113,362) (1,016,406) (4,174,833) (960,284) (5,135,117) – 17,649 17,649 203,576,701 308,713,590 512,290,291 Investments in equity accounted associates and joint ventures 7,487,434 27,202 7,514,636 Additions to non-current assets other than financial instruments and deferred tax assets Total segment liabilities 25,830,686 4,544,210 30,374,896 148,069,945 296,416,745 444,486,690 ANNUAL REPORT 2016 83 PSC INSURANCE GROUP Segment 1 – Australia/ NZ/Asia Segment 2 – UK Total 35,527,933 16,543,741 52,071,674 35,527,933 16,543,741 52,071,674 5,431,476 3,227,405 8,658,881 5,431,476 3,227,405 8,658,881 945,478 11,686 957,164 (2,207,353) (125,995) (2,333,348) (539,503) (93,748) (633,251) (2,347,507) (772,290) (3,119,797) (47,370) – (47,370) 126,531,154 275,220,183 401,751,337 Note 32: Segment Information (continued) 2015 Segment revenue Total segment revenue Segment revenue from external source Segment result Total segment result Segment result from external source Items included within the segment result: Interest income Interest expense Depreciation and amortisation expense Income tax expense Share of net profits/(losses) of associates and joint ventures accounted for using the equity method Total segment assets Total segment assets include: Investments in equity accounted associates and joint ventures – 13,188 13,188 Additions to non-current assets other than financial instruments and deferred tax assets Total segment liabilities 825,292 67,781 893,073 113,153,648 264,151,449 377,305,097 84 Notes to the Financial Statements (continued) Year ended 30 June 2016 Note 33: Subsequent Events Circumstances which have arisen since 30 June 2016 that affect the state of affairs of the consolidated entity are detailed as follows: Acquisitions (a) 1. Assured Cover Pty Ltd – On 2 August 2016, the consolidated entity acquired the business of Assured Cover Pty Ltd, an insurance consulting firm in Sydney. The fair value of the client list is being determined and will be disclosed at the next reporting date. $ 220,500 73,500 73,500 367,500 Consideration paid/payable Consideration and costs paid Contingent consideration Deferred consideration Total Consideration (b) On 22 August 2016, the Board declared a final dividend for 2016 of 2.5 cents per share, 100% franked. Final dividend Note 34: Entity Details The registered office and principal place of business of the group is: PSC Insurance Group Limited Suite 1, Ground Floor 90-94 Tram Road Doncaster VIC3108 ANNUAL REPORT 2016 85 PSC INSURANCE GROUP Directors Declaration The directors declare that the financial statements and notes set out on pages 30 to 84 are in accordance with the Corporations Act 2001: (a) Comply with Australian Accounting Standards and the Corporations Regulations 2001, and other mandatory professional reporting requirements; (b) As stated in Note 1(a) the consolidated financial statements also comply with International Financial Reporting Standards; and (c) Give a true and fair view of the financial position of the consolidated entity as at 30 June 2016 and of its performance for the year ended on that date. In the directors’ opinion there are reasonable grounds to believe that PSC Insurance Group Limited will be able to pay its debts as and when they become due and payable. This declaration has been made after receiving the declarations required to be made by the chief executive officer and chief financial officer to the directors in accordance with section 295A of the Corporations Act 2001 for the financial year ending 30 June 2016. This declaration is made in accordance with a resolution of the directors Brian Austin Director Melbourne Date: 2 September 2016 Paul Dwyer Director Melbourne Date: 2 September 2016 86 Independent Auditor’s Report PSC INSURANCE GROUP LIMITED ABN 81 147 812 164 AND CONTROLLED ENTITIES INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PSC INSURANCE GROUP LIMITED Report on the Financial Report We have audited the accompanying financial report of PSC Insurance Group Limited and controlled entities, which comprises the consolidated statement of financial position as at 30 June 2016, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year's end or from time to time during the financial year. Directors’ Responsibility for the Financial Report The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards. Auditor's Responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. An independent Victorian Partnership ABN 27 975 255 196 Level 19, 15 William Street, Melbourne VIC 3000 Liability limited by a scheme approved under Professional Standards Legislation Pitcher Partners is an association of independent firms Melbourne | Sydney | Perth | Adelaide | Brisbane| Newcastle An independent member of Baker Tilly International ANNUAL REPORT 2016 87 PSC INSURANCE GROUP PSC INSURANCE GROUP LIMITED ABN 81 147 812 164 AND CONTROLLED ENTITIES INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PSC INSURANCE GROUP LIMITED Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. Opinion In our opinion: (a) the financial report of PSC Insurance Group Limited and controlled entities is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the consolidated entity's financial position as at 30 June 2016 and of its performance for the year ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and (b) the consolidated financial report also complies with International Financial Reporting Standards as disclosed in Note 1. Report on the Remuneration Report We have audited the Remuneration Report included in pages 19 to 27 of the directors' report for the year ended 30 June 2016. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Opinion In our opinion, the Remuneration Report of PSC Insurance Group Limited and controlled entities for the year ended 30 June 2016 complies with section 300A of the Corporations Act 2001. F V RUSSO Partner 2 September 2016 PITCHER PARTNERS Melbourne An independent Victorian Partnership ABN 27 975 255 196 Level 19, 15 William Street, Melbourne VIC 3000 Liability limited by a scheme approved under Professional Standards Legislation Pitcher Partners is an association of independent firms Melbourne | Sydney | Perth | Adelaide | Brisbane| Newcastle An independent member of Baker Tilly International 88 Shareholder Information As required under the ASX Listing Rules, the Directors provide the following information. Shareholding Analysis (a) At 24 August 2016, the distribution of shareholdings was as follows: Distribution of Shareholders Range 100,001 and Over 10,001 to 100,000 5,001 to 10,000 1,001 to 5,000 1 to 1,000 Total Securities % No. of holders 214,928,608 95.36 8,374,790 1,375,018 681,195 18,499 3.72 0.61 0.30 0.01 225,378,110 100.00 66 277 166 188 32 729 % 9.05 38.00 22.77 25.79 4.39 100.00 Substantial Shareholders (b) The number of shares held by the substantial shareholders listed in the Company’s register of substantial shareholders as at 24 August were: Shareholder Mrs Melissa Jane Dwyer Austin Superannuation Pty Ltd Glendale Dwyer Pty Ltd Number of Shares 69,406,294 34,930,032 34,800,522 Class of shares and voting rights (c) At 24 August 2016, there were 729 holders of ordinary shares in the Company. All of the issued shares in the capital of the parent entity are ordinary shares and each shareholder is entitled to one vote per share. ANNUAL REPORT 2016 (d) Twenty Largest Shareholders (At 24 August 2016) Shareholder Mrs Melissa Jane Dwyer Austin Superannuation Pty Ltd Glendale Dwyer Pty Ltd RBC Investor Services Australia Pty Limited Citicorp Nominees Pty Limited Locust Fund Pty Ltd Mr Michael David Gunnion & Mrs Debra Lee Gunnion National Nominees Limited 1 2 3 4 5 6 7 8 9 Walker Insurance & Financial Services Pty Ltd 10 11 12 13 14 15 UBS Nominees Pty Ltd J P Morgan Nominees Australia Limited UYB.com Pty Ltd Namarong Investments Pty Ltd Silvervale Pastoral Co Pty Ltd Sippchoice Trustees Limited 16 Mr Noel Christopher Lenihan 17 HSBC Custody Nominees (Australia) Limited 18 Ms Tracey Mclaren 19 Mr Joshua Martin Reid 20 Faith Walker Pty Ltd 89 PSC INSURANCE GROUP Number of Shares 69,406,294 34,930,032 34,800,522 8,891,859 8,585,646 8,013,078 5,178,403 5,138,756 4,451,168 4,020,000 3,884,302 3,117,479 2,000,000 1,529,769 1,504,223 1,450,570 1,071,935 1,053,291 1,000,000 952,195 90 Corporate Information Directors Brian M Austin (Non-Executive Chairman) Paul R Dwyer (Managing Director) John R Dwyer Antony D Robinson Melvyn S Sims Group Secretary Stephen G Abbott Registered Office Suite 1, 90-94 Tram Road Doncaster, Victoria, 3108 Tel: (03) 9851 3200 W: www.pscinsurancegroup.com.au Auditors Pitcher Partners Level 19, 15 William Street Melbourne, Victoria, 3000 Share Registry Link Market Services Ltd Tower 4, 727 Collins Street Melbourne, Victoria, 3008 Stock Exchange Listing PSC Insurance Group Ltd shares are listed on the Australian Stock Exchange with ASX Code: PSI ANNUAL REPORT 2016