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ANNUAL REPORT 2019
Slater & Gordon Limited
ANNUAL REPORT 2019
03 Chair’s Report
04 Chief Executive Officer´s Report
06 People and Culture
09 Social Responsibility
10 Financial Statements
34
35
36
Consolidated Statement
of Financial Position
Consolidated Statement
of Changes in Equity
Consolidated Statement
of Cash Flows
11 Directors’ Report
37 Notes to the Financial Statements
31
32
Auditor’s Independence
Declaration
69
Slater & Gordon Limited
Directors’ Declaration
Consolidated Statement of
Profit or Loss and Other
Comprehensive Income
70
Independent Auditor’s Report
76 Additional ASX Information
77 Corporate Directory
Slater & Gordon Limited
We have a shared
purpose with our
clients – our success
is their success.
Slater & Gordon Limited | 01
ANNUAL REPORT 2019 ANNUAL REPORT 2019
I was dragged under a truck. Very
intense. The permanent injury will
affect me for the rest of my life, the
settlement is going to help me so
I can live comfortably and not have
to worry so much.
Jerra
02 | Slater & Gordon Limited
CHAIR’S REPORT
The FY19 financial results
show a significant shift for
Slater & Gordon, which
continues to improve its
position. The Company
reported a net profit
after tax for the full year
ended 30 June 2019 of
$31.3 million, which was
positively impacted by the
requirement to recognise
a deferred tax asset of
$37.6 million.
The Company also reported a net
loss from continuing operations
before tax of $141,000. This compares
to a net loss of $29 million for the
PCP. The Company also reported
positive EBITDAW of $12.8 million
(2018: negative $6.0 million).
The Company has continued to
improve its expenses, cash flow from
operations and net asset position,
with total revenue and other income
from continuing operations remaining
largely flat. These results reflect
the business-wide transformation
program, mostly completed in the
first half of FY19 that resulted in a
more streamlined service offering.
There were further changes to the
Company’s Board, with Hayden
Stephens resigning as a Director in
September. Slater & Gordon’s Chief
Executive Officer John Somerville
was appointed Managing Director
and the Company’s General Counsel
and Company Secretary Michael
Neilson was appointed Executive
Director, Legal and Governance. Nils
Stoesser resigned as a Director in May
and Mark Dewar was appointed as a
Director. The Board now comprises
Mark Dewar, Merrick Howes,
Michael Neilson, Elana Rubin, John
Somerville, Jacqui Walters, and me
as chair. It is a privilege to Chair a
Board with such a wealth of skills and
experience and depth of understanding
of the Company. They share a deep
commitment to our clients, the labour
movement and the success of Slater
& Gordon. And they are united in our
purpose to provide access to justice for
all Australians.
I also wanted to thank our shareholders
for their unwavering dedication to
this purpose and the strong support
they have for our people, whose
passion for the work they do to achieve
the best outcomes for our clients is
fundamental to our success.
The results reflect the hard work
of our staff across the Company and
the absolute care and commitment
they have for our clients. Slater
& Gordon would not be making
this progress without the tireless
dedication of our people to our
clients. It is their passion, their
fierce advocacy and the care they
demonstrate that sets us apart.
I would like to thank the staff,
leadership team and Board for the
care and commitment they provide to
our clients and their commitment to
unlocking justice for all Australians.
I also want to thank our unions,
regulators, industry bodies,
sponsorship partners and business
partners for their ongoing support.
Slater & Gordon was founded in
the labour movement and our
commitment to it runs deep. It is a
commitment that is shared by our
staff, board and shareholders.
Next year Slater & Gordon will
celebrate its 85th anniversary. From
humble beginnings servicing the needs
of unions and working people, Slater
& Gordon has built a fierce reputation
as a firm that will fight for the best
outcomes for every one of our clients.
The courage to care, the commitment
to innovation, the confidence to take a
stand is in our DNA and it is that which
is shaping our future.
These results represent a significant
shift for Slater & Gordon compared
to our position 12 months ago. The
significant investment we have made
in the Company’s business-wide
transformation program is delivering
a more streamlined business model
and contemporary service offering.
That work and the work that we have
undertaken to stabilise and transform
the Company is delivering results,
and we are now firmly focused on the
future. Our clients are at the heart
of everything we do, and we will
continue to deliver on that purpose
to unlock access to justice for the
thousands of Australians who need
our help.
James MacKenzie
Chair
1.
The prior period comparative has been restated in accordance with the requirements of Australian Accounting Standards as a result of the
discontinued operations.
Slater & Gordon Limited | 03
ANNUAL REPORT 2019
CHIEF EXECUTIVE OFFICER´S REPORT
While FY19 was not without its
challenges, we are now firmly looking
forward – focusing on growing our
business, improving the ways we care
for our clients and building the firm
for the future.
We have made substantial progress
this year. We have invested in our
digital platform, we have made
significant progress on adjusting
our cost base to more appropriately
reflect our revenue profile, and we
have continued to attract and recruit
high-calibre people to join us.
The progress we have made would
not be possible without the passion
and determination of our people
and the care and commitment every
person at Slater & Gordon provides to
our clients.
There is no doubt the Company’s FY19
results show that there is still more
work to do, but they also reflect the
significant progress we have made.
The results show that the Company
is moving in the right direction.
Our focus now is on looking forward
and working together to build the firm
of the future and continue our legacy
of providing affordable, high-quality
legal services to the thousands of
Australians who need our help.
John Somerville
Chief Executive Officer
Over the past 12 months our focus has
shifted from stabilisation and a return
to our core strengths to growth and
innovation, to make it easier for our
clients to connect with us in their time
of need. We are now building the firm
for the future.
We still have steps to take as we
continue to change and reshape
the firm to lead in the legal services
market of today and tomorrow;
however, we are now firmly looking
forward. We have continued to
achieve outstanding results for our
clients over the past 12 months. It is
our commitment to working together
and our absolute focus on our clients
that makes us strong.
In response to the unacceptable
behaviour by big bank-owned
superannuation funds, as revealed at
the Royal Commission into Misconduct
in the Banking, Superannuation and
Financial Services Industry, Slater &
Gordon launched its Get Your Super
Back campaign – a series of class
actions to help get victims their money
back. We filed our first class action
against the Commonwealth Bank and
Colonial First State in October, and
the second against AMP in May. To
date, more than 25,000 Australians
have signed up to get their super back.
We also settled the Murray Goulburn
and Provident class actions. And we
announced a class action on behalf
of stonemasons affected by silicosis.
Importantly, it’s the thousands of
individual wins that we have on behalf
of our clients every day that gives us
the capacity to have the big fights.
We know it’s the little things we do
that make a difference. We estimate
we helped more than 8,000 clients
achieve over $1 billion in compensation
in FY19 – numbers of which we are
very proud.
The Company reported
a small net loss from
continuing operations
before tax (underlying loss)
of $141,000 compared to
a net underlying loss of
$29 million in FY18. This
represents a significant shift
for Slater & Gordon and is
being driven by the efforts of
our people and the absolute
care and commitment they
have for our clients.
It is being supported by the hard work
we have undertaken together to
transform and stabilise the business
and reduce costs in line with our
revenue profile.
The Company also reported:
• total revenue and other income
from continuing operations
of $160.4 million, compared
to $162.5 mil1ion in the Prior
Comparative Period (PCP), largely
due to reduced income from
the Company’s personal injury
law business, partially offset by
improved class action revenues;
• expenses relating to continuing
operations of $160.5 million,
compared to $191.5 million in
the PCP, primarily reflecting
the benefits of the Company’s
transformation program, together
with a reduction in the costs of
implementing that program;
• operating cash inflows generated
from continuing operations of
$2 million, which is up from the PCP
(cash outflows of $7.8 mil1ion) due
to improved management of the
Company’s working capital; and
• a net asset position of $84.2 million
(30 June 2018: $63.3 million).
04 | Slater & Gordon Limited
ANNUAL REPORT 2019 ANNUAL REPORT 2019
Slater & Gordon Limited | 05
We were T-boned by another car.
I had two weeks in intensive care.
Then my aneurysm stent got blocked,
and made me a paraplegic.
Slater & Gordon settled my TAC claim,
and made it so we can buy a house.
So hopefully, a good future.
Kelly
PEOPLE AND CULTURE
Our people strategy
supports our proud and
passionate employees to
realise the firm’s vision.
People & Culture
Values
Our values underpin our strong culture and the work we do.
Our people strategy supports our proud and passionate employees to realise the firm’s vision.
They guide our people’s conduct, decisions and actions to
ensure our ways of working are balanced between what we
Values
do and how we do it.
Our values underpin our strong culture and the work we do. They guide our people’s conduct, decisions and
actions to ensure our ways of working are balanced between what we do and how we do it.
Health, Safety and Wellbeing
Embedding a safety culture to provide safe and supportive workplaces for our people has been a focus this
year. We have introduced an internal ‘Safety starts with me’ campaign to begin the conversation about how
to keep safe. We have also re-invigorated our National Health, Safety and Wellness Committee and we have
created resources to support good mental health practices.
Embracing and Engaging our People
This year, Slater & Gordon returned to conducting an employee engagement survey. 77% of employees
completed the survey giving valuable insights into our culture, workplace and workforce.
Our overall engagement score is consistent with organisations that have undergone significant change. Our
leadership teams have created engagement action plans to leverage strengths and action opportunities for
improvement.
Compared to FY18, the workforce has remained relatively stable with a total of over 800 employees based in
33 locations around the country. Rolling 12-month turnover has decreased significantly during FY19.
Developing our Leaders
Slater & Gordon recognises the important role of leaders across the firm in delivering strategy and creating an
engaging and motivating environment that embodies the firm’s values.
Over the past year, the firm introduced the Broader Leaders Forum as a highly interactive way to gather
together the top 50 leaders across the Firm. It provides real time updates about progress towards delivering
our strategy, facilitates leader input in the development of initiatives and provides opportunities for our
leaders to network with colleagues.
Diversity in Action
The 2019 engagement survey shows Slater & Gordon as being above the 2019 Australian Legal Industry
benchmark for being a company that values diversity including age, ethnicity, language, ideas and
perspectives.
We have strong female participation at all levels throughout the firm as reported in the Workplace Gender
Equality Agency report submissions.
06 | Slater & Gordon Limited
ANNUAL REPORT 2019
Health, Safety and Wellbeing
Developing our Leaders
Embedding a safety culture to provide
safe and supportive workplaces for
our people has been a focus this
year. We’ve introduced an internal
‘Safety Starts With Me’ campaign to
begin the conversation about how to
keep safe, we’ve reinvigorated our
National Health, Safety and Wellness
Committee and created resources to
support good mental health practices.
Embracing and Engaging our People
This year, Slater & Gordon returned
to conducting an employee
engagement survey. 77% of
employees completed the survey
giving valuable insights into our
culture, workplace and workforce.
Our overall engagement score is
consistent with organisations that
have undergone significant change.
Our leadership teams have created
engagement action plans to leverage
strengths and action opportunities
for improvement.
Compared to FY18, the workforce has
remained relatively stable with a total
of over 800 employees based in 33
locations around the country. Rolling
12-month turnover has decreased
significantly in the 12 months ending
June 2019.
Slater & Gordon recognises the
important role of leaders across the
firm in delivering the strategy and
creating an engaging and motivating
environment that embodies the
firm’s values.
Over the past year, the firm
introduced the Broader Leaders
Forum as a highly interactive way
to gather together the firms’ top 50
leaders. It provides real-time updates
about progress towards delivering
our strategy, facilitates leader input
in the development of initiatives and
provides opportunities for our leaders
to network with colleagues.
Diversity in Action
The 2019 engagement survey shows
Slater & Gordon as being above
the 2019 Australian legal industry
benchmark for being a company
that values diversity including age,
ethnicity, language, ideas and
perspectives.
We have strong female participation
at all levels throughout the firm as
reported in the Workplace Gender
Equality Agency report submissions
and as set out below.
Our annual promotion and
remuneration activities continue to
include a lens on gender pay equity
to ensure that there are no pay gaps
attributable to gender for the same
or similar positions.
Flexibility continues to be an
important way we retain our people.
Flexible working practices allow our
people with interests outside of work
or family responsibilities to continue
to pursue their career. Currently,
23% of the workforce is employed on
a part-time basis.
The ability to work remotely with
ease has been improved by providing
mobile phones for all lawyers,
significantly increasing the number
of laptops across the workforce
and improving the remote access
technology to match the remote
experience to the in-office experience.
Continuous Improvement Focus
A refreshed single point of contact
for human resources related matters
that provides people information for
both employees and managers was
launched in May 2019. This has been
complemented by improvements
throughout the year including
enhanced people metrics reporting,
compliance activities and policy
review as well as health, safety
and wellness activities.
June 2019
June 2018
Employment level
Female
Board
Executive management
Senior management
Non-management
Overall organisation
29%
54%
54%
83%
77%
Male
71%
46%
46%
17%
23%
Female
33%
50%
58%
85%
79%
Male
67%
50%
42%
15%
21%
Slater & Gordon Limited | 07
ANNUAL REPORT 2019 ANNUAL REPORT 2019
ANNUAL REPORT 2019
I broke my neck, fractured my
skull. I was a millimetre off being a
quadriplegic. They made us aware of
things we didn’t even know we were
entitled to. Life’s a lot better now.
Dan
08 | Slater & Gordon Limited
SOCIAL RESPONSIBILITY
Slater & Gordon is built
on social justice values
and we are committed
to giving back.
Financial support is given to projects
and initiatives which further these
objectives. The fund is supported by
donations from Slater & Gordon staff
via our Staff Giving Program, as well
as from the firm itself.
Health Projects and
Research Fund
The Slater & Gordon Health Projects
and Research Fund is a philanthropic
grants initiative focused on improving
care and treatment for people with
asbestos-related illnesses, occupation-
caused cancers or with significant
disability caused by a catastrophic
injury. The fund also provides
small ongoing education grants to
medical and health professionals
who are dedicated to the prevention,
treatment, care and support of people
who have an asbestos-related disease,
work-related cancer or a catastrophic
spinal or brain injury.
Pro Bono Work
Slater & Gordon has a proud history
of providing pro bono and public
interest legal work in Australia. Our
lawyers undertake pro bono work
in many areas of law and, through
that work, have assisted members
of the community, including people
with severe disabilities, charities,
community and Indigenous groups,
as well as volunteering at community
legal centres.
Our corporate social responsibility
program has three key areas of
focus: assisting people with disease
and disability, addressing inequality
and disadvantage and encouraging
people to engage in healthy activity
and lifestyles.
One of the defining features of our
firm is our relationship with the local
communities in which we operate.
We encourage and support that
relationship through pro bono legal
support, as well as giving staff the
opportunity to donate a portion
of their wage to our Staff Giving
Program, which goes towards funding
local projects throughout Australia via
the Slater & Gordon Community Fund.
Slater & Gordon also gives back
through its commitment to
philanthropic activity, having
established the Community Fund
in 2001 and an Asbestos Research
Fund in 2004.
In 2014, the firm broadened its
commitment to achieving outcomes
for people suffering disease and
disability by establishing the Health
Projects and Research Fund.
The Slater & Gordon
Community Fund
Our Community Fund is a philanthropic
fund which offers grants to community
groups in three key areas of focus:
• assisting people with disease and
disability and promoting their
participation and inclusion;
• addressing inequality and
disadvantage; and
• encouraging young people
to engage in healthy activity
and lifestyles.
Slater & Gordon Limited | 09
ANNUAL REPORT 2019ANNUAL REPORT 2019 ANNUAL REPORT 2019
FINANCIAL STATEMENTS
11 Directors’ Report
31
32
34
35
Auditor’s Independence
Declaration
Consolidated Statement
of Profit or Loss and Other
Comprehensive Income for
the Year Ended 30 June 2019
Consolidated Statement
of Financial Position as at
30 June 2019
Consolidated Statement of
Changes in Equity for the
Year Ended 30 June 2019
36
37
69
Consolidated Statement of
Cash Flows for the Year Ended
30 June 2019
Notes to the Financial Statements
for the Year Ended 30 June 2019
Slater & Gordon Limited
Directors’ Declaration
70
Independent Auditor’s Report
76 Additional ASX Information
77 Corporate Directory
10 | Slater & Gordon Limited
Directors’ Report
The Directors present their report, together with the financial report of the consolidated entity consisting of Slater & Gordon
Limited (“the Company”) and its controlled entities (jointly referred to as “the Group”), for the financial year ended 30 June
2019 and the auditor’s report thereon. This financial report has been prepared in accordance with Australian Accounting
Standards. Compliance with Australian Accounting Standards ensures compliance with International Financial Reporting
Standards (“IFRS”).
Directors
The Directors in office at any time during the financial year and up to the date of this report are:
• James MacKenzie – Chair
• Mark Dewar (appointed 23 May 2019)
• Merrick Howes
• Michael Neilson (appointed 25 September 2018)
• Elana Rubin
• John Somerville (appointed 25 September 2018)
• Jacqui Walters
• Hayden Stephens (ceased 25 September 2018)
• Nils Stoesser (ceased 23 May 2019)
Details of the skills, experience, expertise and special responsibilities of each Director are set out in the “Information on
Directors and Company Secretary” section of this report.
Principal Activities
The principal activity of the Group during the financial year was the operations of legal practices in Australia.
Review of Operations
The Slater & Gordon vision
The Company’s vision is to help everyday Australians secure a better future by being trusted legal advocates for clients
and by building strong relationships within the communities in which the Company operates.
The Company does not represent the big end of town. The Company helps unlock justice for everyday Australians who it
believes have a right of redress or compensation, where there is a considerable power imbalance. The Company’s clients
come to the Company at what is often the most vulnerable time of their lives. Without the Company’s services, many of
the Company’s clients would not be able to access justice.
The Company treats clients with compassion and respect and the Company prides itself on delivering the highest quality
legal services to them. This absolute focus on client results makes the Company fierce in its representation and permeates
the firm. The Company has a shared purpose with its clients – the Company’s success is dependent upon their success.
The Company has a history of innovating and is active in protecting and enhancing the legal rights of clients. The
Company’s advocacy extends beyond individual cases to include the issues of social justice and individual rights more
broadly.
The Company’s diversity mirrors the diversity of its clients and its communities.
The Company has three core values:
+ Do it right – we are passionate about the quality of the work and always achieve the highest professional standards
in order to deliver the best outcome for our clients.
+ Work well with others – we share knowledge, experience and ideas. We encourage respect and collaboration
within the firm and the community.
+
Take the lead – we challenge ourselves to be the best, we strive for innovation and we are committed to doing
everything that can be done to help our clients.
Strategic pillars
+ Delivering excellent client care.
+ Driving growth.
+ Simplifying business processes.
+ Enhancing our unique culture.
Slater & Gordon Limited
Slater & Gordon Limited | 11
Page 1
ANNUAL REPORT 2019
Directors’ Report
Managing risks
The following details some of the material business risks that could affect the growth and profitability of the Company’s
core services. These are not listed in order of significance and do not comprise every risk that the Company may be
exposed to.
Description of key risk
Key risk mitigation
Regulatory Environment
The Company is subject to significant regulatory and legal
oversight in respect to both the conduct of individual legal
practitioners employed by the Company and the areas of law in
which the Company practises and operates its business. The
Company’s business operations could be adversely affected by
actions of State, Territory and Commonwealth governments. If a
legal practitioner employed by SGH commits unsatisfactory
professional conduct or professional misconduct, there is the
potential for the relevant regulator to take disciplinary action
against the individual, the Company’s legal practitioner directors
and the Company itself. Changes in government legislation,
guidelines and regulations associated with the Company’s areas
of practice, such as decreases in the maximum amount of legal
fees which can be recovered or the amount of damages its
clients can claim in particular types of matters, could also
adversely affect the Company.
Operations and Systems
There are a number of key operational risks which arise directly
from the Company’s operation as a major participant in the
Australian legal services industry and associated with its growth
strategy, including implementation of strategic and business
decisions, technology and cyber security risk, counterparty
performance under outsourcing and referral arrangements,
business continuity planning, legal risk, data privacy and integrity
risk, information management and security, client default risk and
external events. The Company’s financial performance and
position may be adversely impacted by these risks.
Competition and Growth
The Company operates in a competitive market, competing for
its offering of personal injury and/or other legal services.
Competitive factors include the quality of advice and service,
innovation, reputation and price. The Company’s service
offerings and marketing may not attract clients to support its
growth strategy. These risks may adversely impact the
Company’s financial performance.
People
The Company depends on the talent and experience of its
people. In particular, the Company’s growth is reliant on its
ability to attract, develop and retain high quality lawyers and
other professional fee-earning staff. Should any of its key people
or a significant number of the other people leave the Company,
particularly to work for a competitor, or the development of its
staff be unable to deliver the growth for its service offerings, this
may have an adverse effect on the Company. It may be difficult
to replace key personnel or to do so in a timely manner or at
comparable expense.
Capital and Funding Management
Funding and management of capital and liquidity remains a key
focus following the recapitalisation in December 2017 and
associated with the significant WIP asset on the Company’s
balance sheet. It is difficult for the Company to predict with
certainty the timing of settlement and recovery. Additional funds
may need to be obtained through capital raisings or cash flow
may need to be managed through seeking to negotiate current
debt arrangements. These factors may adversely impact the
Company’s working capital management program.
The Company has a comprehensive stakeholder
engagement program, including informed discussion
and government consultation. The Company models
the potential impact of changes on its business
model. The optimisation of practice management
service offerings are initiatives the Company uses to
monitor, manage and protect against potential
legislative changes and their impacts
The Company has established “National Practice
Standards” (NPS) which establish minimum legal
processes and guidelines. Lawyers must comply with
the NPS and an audit of each lawyers’ practices
against these standards is conducted every second
year.
The Company has business performance
improvement programs in place designed to
standardise, centralise, optimise and promote efficient
and innovative operating platforms, IT systems and
people strategies.
Periodic assessments are undertaken by subject
matter experts on the Company’s processes and
systems to support the development and
implementation of required actions plans.
The Company has a number of strategic initiatives
which have been designed and are being
implemented to support its growth strategy, including
diversification of service offerings, monitoring of
competitive markets to understand competitive
activities and continued expansion of marketing and
business development initiatives including the use of
technology to connect with clients. The Company also
seeks to protect and strengthen its brand by
maintaining long-standing relationships with trade
unions and professional groups which provide a
consistent source of new client referrals.
The Company undertakes a number of people,
culture and remuneration initiatives to support,
engage and develop its people. Staff engagement is
a key performance metric for senior management.
Implementation of a working capital management
program and close involvement of the Company’s
lenders to ensure liquidity is monitored closely and
arrangements are put in place where necessary to
bridge short term liquidity needs.
12 | Slater & Gordon Limited
Slater & Gordon Limited
Page 2
ANNUAL REPORT 2019
Directors’ Report
Refer to the Company’s Corporate Governance Statement for details of the Company’s risk management framework.
Financial review
The Group reported a net loss before tax from continuing operations of $141,000 for the year ended 30 June 2019, an
improvement of $28,903,000 from the prior year. The improvement was consistent with the strategy to review the business
footprint and substantially driven by a reduction in bad and doubtful debts, finance costs, and employee and rental expense.
The Group increased its outstanding secured debt under the Recapitalisation (refer below). As at 30 June 2019, the
Group’s total borrowings were $158,700,000. The Group has a positive net current asset balance of $111,100,000 and
positive overall net asset balance of $84,200,000.
Significant Changes in the State of Affairs
On 25 September 2018, Hayden Stephens resigned as a Director and Michael Neilson and John Somerville were appointed
Directors. On 23 May 2019, Nils Stoesser resigned as a Director and Mark Dewar was appointed a Director.
Events Subsequent to Reporting Date
On 30 July 2019 the Company drew down an additional $4.0m in funding under the disbursement asset backed facility.
Refer to note 5.2.2 in the Financial Statements.
Likely Developments
The Group is focused on organically growing its core service areas of Personal Injury Law, Class Actions, Industrial and
Employment Law and Commercial and Estate Litigation in Australia.
Environmental Regulation
The Group’s operations are not subject to any significant environmental regulations or laws in Australia.
Environmental, Social and Corporate Governance
Pursuant to ASX Corporate Governance Principle and Recommendation 7.4, which provides that companies disclose any
material exposure to economic, environmental or social sustainability risks, the Company does not consider that the
operations are materially exposed to environmental or social sustainability risk, including risks associated with climate
change. However, the Company may have some indirect exposure to such risks through the impact of climate change on
the market in which the Company operates, its financiers, insurance companies, and its key stakeholders and any
associated regulatory changes.
Dividends Paid, Recommended and Declared
The Group has not declared or paid any dividends in respect of the 30 June 2018 financial year.
The dividends paid and declared since the start of the financial year are as follows:
Dividends on ordinary shares
No interim dividend paid in 2019 (2018: No interim dividend paid)
No final dividend for 2018 (2017: No final dividend paid)
2019
$’000
-
-
-
2018
$’000
-
-
-
Share Options
No options over unissued shares or interests in the Company were granted during or since the end of the financial year.
There were no options outstanding at the end of the financial year.
Indemnification and Insurance of Directors and Officers and Auditors
During the financial year, the Group has provided an indemnity or entered an agreement to indemnify, and paid insurance
premiums for a twelve-month period in respect of Directors, Officers and the Company Secretary of the Company against
a liability brought against such an Officer.
Further disclosure required under section 300(9) of the Corporations Act 2001 is prohibited under the terms of the contract.
The Group has agreed (in certain circumstances) to indemnify its auditors, Ernst & Young, as part of the terms of its audit
engagement agreement. No payment has been made to indemnify Ernst & Young during or since the financial year.
Information on Directors and Company Secretary
The skills, experience, expertise and special responsibilities of each person who has been a Director of the Company at
any time during or since the end of the financial year is provided below, together with details of the Company Secretary as
at the year end.
Slater & Gordon Limited
Page 3
Slater & Gordon Limited | 13
ANNUAL REPORT 2019
Directors’ Report
James MacKenzie
B.Bus, FCA, FAICD
Chair
Independent Non-Executive
Director
Mark Dewar
B.Bus. Accounting
Chartered Accountant
Non-Independent Non-
Executive Director
Appointed 23 May 2019
Merrick Howes
BA LLB
Non-Independent Non-
Executive Director
Michael Neilson
BA LLB GAICD FGIA
Executive Director and
Company Secretary
Appointed 25 September
2018
Experience
James is the Chair of Slater & Gordon, having joined the organisation in December 2017.
James is an experienced Australian company director. He currently serves as Chairman of
Victorian Funds Management Corporation and Development Victoria.
James was previously Chair of the Transport Accident Commission (TAC) and Worksafe
Victoria, Managing Director of Funds Management and Insurance at the ANZ Banking
Group, Chief Executive Officer of Norwich Union Australia, and TAC Chief Executive
Officer. He has been a member of the COAG Business Advisory Forum and a previous
director of VFMC.
James has a Bachelor of Business from Swinburne University, and is a Fellow of the
Australian Institute of Company Directors and the Institute of Chartered Accountants in
Australia.
In 2001, he was awarded the Centenary Medal for services to Public Administration.
James is Chair of the Board and is also a member of the Audit and Risk Committee and
the People and Culture Committee.
Other directorships of listed companies held in the last three years
None
Experience
Mark joined the Board of Slater & Gordon in May 2019 and comes from a Consulting
background as well as being a Non-Executive Director for other PE backed companies.
Mark is the Australian Practice Leader and is a Senior Managing Director in the Corporate
Finance segment at FTI Consulting. His experience is typically focussed in helping clients who
are undergoing significant change or embarking on a transformation and specialises in
advising companies, private equity investors or lenders across a range of industries including
financial services, mining, telecommunications, software, retail, engineering, building and
construction, and automotive.
Prior to joining FTI Consulting, Mark spent almost ten years with Ernst & Young, where he
commenced his career in Australia in the Audit practice before moving to London where he
was a director in the Corporate Finance practice.
Mark is a Chartered Accountant and a member of the Institute of Chartered Accountants of
Australia.
Other directorships of listed companies held in the last three years
None
Experience
Merrick joined Anchorage Capital Group in Sydney in November 2011. Prior to joining
Anchorage, he worked at Aviron Capital, a firm based in Sydney, Australia. Prior to Aviron,
Merrick was the Co-founder and Managing Director at Shearwater Capital, where he focused
on special situations and distressed debt investments. Prior to Shearwater, he was a Partner
and Managing Director in the Principal Investment Area at Goldman Sachs in Australia. Merrick
was also a Managing Director and European Head of Global Structured Products at Merrill
Lynch in Hong Kong and London. He also worked at Macquarie Bank Limited from 1989 to
1998.
Merrick received a BA in Accounting and a Bachelor of Laws from the Australian National
University.
Merrick is Chair of Slater & Gordon’s People and Culture Committee.
Other directorships of listed companies held in the last three years
None
Experience
Michael is the Executive Director, Legal and Governance, having commenced at Slater &
Gordon in April 2018.
Prior to joining Slater & Gordon, Michael was at Crown Resorts Limited, where he was Group
General Counsel and Company Secretary for almost ten years and, prior to that, he was
General Counsel for Crown Melbourne.
From 1997 to 2004, Michael was at the Lend Lease Group where he was General Counsel
and Company Secretary of General Property Trust (which was then managed by Lend Lease)
and prior to that General Counsel of Lend Lease Property Management.
Michael started his career in the commercial practice at Herbert Geer & Rundle where he spent
ten years before moving in house.
14 | Slater & Gordon Limited
Slater & Gordon Limited
Page 4
ANNUAL REPORT 2019
Directors’ Report
Elana Rubin
BA(Hons) MA FFin FAICD
FIML
Independent Non-Executive
Director
John Somerville
BSC GDip Applied
Information Systems MBA
Chief Executive Officer and
Managing Director
Appointed 25 September
2018
Jacqui Walters
BCom (Accounting and
Finance) GAICD
Independent Non-Executive
Director
Michael has a strong track record in implementing governance, legal and regulatory
frameworks in complex, multinational businesses as well as deep experience managing risk
and compliance in challenging environments.
Other directorships of listed companies held in the last three years
None
Experience
Elana is a non-executive director at Slater & Gordon, and was appointed to the Board in
March 2018.
Elana has over 20 year’s experience as a non-executive company director, across diverse
sectors. She is currently a director of Mirvac and AfterPay Touch Group, as well as a number
of unlisted companies and government boards.
Elana was previously the chair of Australian Super and WorkSafe Victoria, and a director of
the Transport Accident Commission (TAC) in Victoria. Other previous board roles covered
the financial services, insurance, infrastructure, professional services, and not-for-profit
sectors.
Before becoming a full time non-executive director, Elana worked for one of the (then) largest
industry funds and the Australian Council of Trade Unions (ACTU). She is a member of Chief
Executive Women and Women Corporate Directors International. Her career reflects an
understanding of corporate social licence to operate and a deep commitment to culture,
diversity, social equity and participation.
Elana is a member of the Audit and Risk Committee and the People and Culture Committee.
Other directorships of listed companies held in the last three years
Mirvac Limited (ASX:MGR) (2010 to current)
Afterpay Touch Group Limited (ASX:APT) ( 2017 to current)
Touchcorp Limited (ASX:TCH) (2015 to 2017)
Experience
John is the CEO of Slater & Gordon, having joined the organisation in February 2018.
John is a passionate leader with a history of building and leading successful teams that
deliver strong business outcomes and people engagement, most recently as the National
Managing Partner of KPMG (Advisory) Australia.
Over the last 25 years, he has developed a career advising some of Australia’s largest
corporations and governments combined with growing and leading businesses within KPMG.
He believes business thrives when people help others be successful. This orientation
translates into delivering better outcomes for clients. He is passionate about getting the most
from diversity by creating an inclusive workforce.
John’s career has involved regional and global activity, including work in Europe, the US,
Asia as well as Australia.
Other directorships of listed companies held in the last three years
None
Experience
Jacqui joined the Slater & Gordon Board in March 2018. Jacqui has over 25 years’
experience in delivering and leading strategy and change projects in both the public and
private sector. She has international experience across many industry sectors. Her work has
ranged from whole of organisation transformation and restructuring to highly specific areas
such as major capital project delivery, new product introduction, professional services
strategy and performance, and post-merger culture alignment.
Jacqui is a founding partner of Era Innovation, a boutique advisory firm working with large
corporates to identify, select and commercialise growth opportunities.
Jacqui is the inaugural Chair of CleanCo Queensland, a Board Member of Development
Victoria, and Chair of the Citytrain Response Unit (oversighting the transformation of
Queensland Rail and public transport in Queensland).
Jacqui is Chair of Slater & Gordon’s Audit and Risk Committee.
Other directorships of listed companies held in the last three years
None
Slater & Gordon Limited
Slater & Gordon Limited | 15
Page 5
ANNUAL REPORT 2019
Directors’ Report
Hayden Stephens
BA LLB
Non-Independent Non-
Executive Director
Ceased 25 September 2018
Nils Stoesser
MEng, ACA
Non-Independent Non-
Executive Director
Ceased 23 May 2019
Experience
Hayden was a Non-Executive Director at Slater & Gordon.
Previously, Hayden was Chief Executive Officer, Australia and prior to that held executive
leadership positions across group, service and geographic business units.
Hayden started at Slater & Gordon in 1993 in Melbourne. In the decade that followed,
Hayden specialised in personal injury law and was involved in a number of ground breaking
legal cases. His work included acting for persons in public and product liability law, assisting
asbestos disease sufferers and acting for victims of child sex abuse in clergy institutions.
In late 1999, Hayden was appointed leader of the firm’s operations in Western Australia
and remained in this role until 2004.
Between 2004 - 2009, Hayden held leadership positions in the firm’s National Workers'
Compensation practice group. Among his achievements in this role, Hayden worked
proactively with stakeholders to help shape legislative reform of Victorian personal injuries
compensation. Hayden has since continued his work with key stakeholders, State and
Federal Government and Regulatory bodies.
Other directorships of listed companies held in the last three years
None
Experience
Nils joined Anchorage Capital Group in May 2016 as a member of the Portfolio Group and
left Anchorage in June 2019. As part of the Portfolio Group, Nils was responsible for
performing operational due diligence on potential investments and enhancing Anchorage’s
ability to drive operational and strategic change in companies where Anchorage has a
position of influence.
Before joining Anchorage, he was Vice Chairman of the Supervisory Board and Advisor to
the CEO and Board of Management at Fokker Technologies Group. Prior to his time at
Fokker, Nils was a founding partner of Arle Capital Partners, the successor firm to
Candover Partners Limited, where he was a Director. Nils started his career at Arthur
Andersen.
Nils received a Master’s in Mechanical Engineering from the University of Newcastle
upon Tyne and is a member of the Institute of Chartered Accountants in England and
Wales (ICAEW).
Other directorships of listed companies held in the last three years
None
Company Secretary
Michael Neilson
See above
16 | Slater & Gordon Limited
Slater & Gordon Limited
Page 6
ANNUAL REPORT 2019
Directors’ Report
Directors’ Meetings
The number of meetings of the Board of Directors and of each Board committee held during the financial year and the
number of meetings attended by each Director were:
Board of Directors
Audit and Risk Committee
People and Culture Committee
Eligible to
attend
Attended
Eligible to
attend
Attended
Eligible to
attend
Attended
J MacKenzie
M Dewar1
M Howes2
M Neilson3
E Rubin
J Somerville3
J Walters
H Stephens4
N Stoesser5
14
1
14
10
14
10
14
4
13
14
1
14
10
14
10
13
3
13
1 Appointed as Director on 23 May 2019
2 Appointed to People and Culture Committee on 23 May 2019
3 Appointed as Director on 25 September 2018
4 Ceased as Director on 25 September 2018
5 Ceased as Director on 23 May 2019
Directors’ Interests in Shares
4
4
4
4
4
4
4
-
4
4
4
-
4
4
Directors’ relevant interests in shares of the Company as at the date of this report are detailed below.
Ordinary Shares of the Company
Performance Rights
J MacKenzie
M Dewar
M Howes
M Neilson
E Rubin
J Somerville
J Walters
H Stephens
N Stoesser
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Directors’ Interest in Contracts
Directors’ interests in contracts are disclosed in Note 6.1 to the financial statements.
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.
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on
behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking
responsibility on behalf of the Company for all or part of those proceedings.
Non-Audit Services
Written approval for non-audit services is provided by resolution of the Audit and Risk Committee and approval is notified
to the Board of Directors. There were no non-audit services provided by the auditors of the Group during the year. 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. The nature and scope of each type
of non-audit service provided means that auditor independence was not compromised.
Slater & Gordon Limited
Slater & Gordon Limited | 17
Page 7
ANNUAL REPORT 2019
Directors’ Report
Rounding of Amounts
The amounts contained in the Directors’ Report and Financial Report have been rounded to the nearest thousand dollars
(where rounding is applicable) under the option available to the Company under ASIC Corporations (Rounding in
Financial/Directors’ Reports) Instrument 2016/191.The Company is an entity to which the Class Order applies.
The Directors’ Report and accompanying Audited Remuneration Report is signed in accordance with a resolution of the
Directors.
James MacKenzie
John Somerville
Chair
Melbourne
30 August 2019
Managing Director and Chief Executive Officer
Melbourne
30 August 2019
18 | Slater & Gordon Limited
Slater & Gordon Limited
Page 8
ANNUAL REPORT 2019
Directors’ Report
Audited Remuneration Report
1.0 Introduction
FY19 has been a continued year of renewal for the Company. The results show continued positive improvement, and
proactive management and execution of the Company’s strategy. For FY19, Executive KMP were awarded an average of
103% of their Short Term Incentive (STIP) target bonus for performance against a balance scorecard of measures
compared to FY18 where no Short Term Incentive was paid to Executive KMP. FY19 executive outcomes reflect the
positive improvement in results and reflect there is still continued progress to be made. (see 5.0 for more information).
Changes to Remuneration
In FY19 the Company has undertaken a review of its remuneration strategy. The purpose of the review was to:
• Ensure consistency and transparency of remuneration practices for our Individual Employment Agreement (IEA)
employees; and
• Align long-term sustainable financial results with shareholders, employees and client interests.
The Company is confident that the new remuneration framework will support the Company’s financial and strategic goals.
Management is committed to transparency and an ongoing dialogue with shareholders on remuneration and as such the
read and understand. The key changes are outlined below:
remuneration
remains simple
report
to
Remuneration Strategy
The board endorsed a remuneration strategy for fixed pay for those employees covered by an IEA as well as the use of
consistent language when addressing the components of remuneration.
Short Term Incentive Plan (STIP)
A new STIP was implemented in FY19 for IEA employees. The plan includes two critical measures; company performance
and individual performance. The incentive opportunity is based on a set percentage (aligned to position classification) of
base remuneration. It is a cash payment awarded annually subject to company and individual performance outcomes.
Gateway: Company Performance
Aligns employees focus to EBITDA and
cashflow generation in support of
sustainable and progressive financial
success and becomes the gateway for
incentive payments
Individual Performance
Rewards the employee’s personal
contribution towards Key Performance
Indicators and overall company success
Long Term Incentive Plan (LTIP)
As disclosed in the FY18 report, the Company considered an LTIP for implementation in FY19. After further consideration,
an LTIP was not offered. In FY20, the Company proposes to offer an LTIP in the form of rights to receive ordinary shares
(Rights). The new LTIP has been approved by the Board but the approval of shareholders will be sought at the 2019 Annual
General Meeting. Plan details are set out in section 7
Slater & Gordon Limited
Slater & Gordon Limited | 19
Page 9
ANNUAL REPORT 2019
Directors’ Report
Audited Remuneration Report (continued)
2.0 Remuneration Report Overview
The Directors present the Remuneration Report (the Report) for the Company and its controlled entities for FY19. This
Report forms part of the Director’s Report and has been audited in accordance with section 300A of the Corporations Act
2001. The Report details the remuneration arrangements for the Company’s Key Management Personnel (KMP) which is
comprised of:
• Non-Executive Directors (NEDs)
• Executive Directors
• Other Executive KMP
KMP are those persons who, directly or indirectly, have authority and responsibility for planning, directing and controlling
the major activities of the Company. The table below outlines the KMP and any changes to KMP during FY19:
Name
Position
Change during FY19
Non-Executive Directors
James MacKenzie
• Chair of the Board
• Non- Executive Director
•
Full financial year
Mark Dewar
• Non-Executive Director
• Became Non-Executive Director on 23 May
Merrick Howes
• Non-Executive Director
Elana Rubin
• Non-Executive Director
Jacqui Walters
• Non-Executive Director
2019
•
•
•
Full financial year
Full financial year
Full financial year
Hayden Stephens
• Non-Executive Director
• Ceased as Non-Executive Director on 25
September 2018
Nils Stoesser
• Non-Executive Director
• Ceased as Non-Executive Director on 23 May
2019
Executive Director
John Somerville
• Chief Executive Officer & Managing
Director
Full financial year as CEO.
•
• Became Managing Director on 25 September
2018
Michael Neilson
• Executive Director, Legal and
• Became Executive Director on 25 September
Governance
2018
Other Executive KMP
Scott Butterworth
• Chief Financial Officer
• Became Chief Financial Officer on 7 November
2018
Belinda Nucifora
• Chief Financial Officer
• Ceased as Chief Financial Officer on 31 August
2018
20 | Slater & Gordon Limited
Slater & Gordon Limited
Page 10
ANNUAL REPORT 2019
Directors’ Report
Audited Remuneration Report (continued)
3.0 How remuneration is governed
The People and Culture Committee assists the Board to oversee the establishment and operation of appropriate policies
and strategies that provide the Company with the capability to achieve its short and long-term business objectives, including
recommending remuneration changes to the Board for NEDs, Executive Directors and Other Executive KMP.
3.1
Use of remuneration advisors
During FY19, the Company did not use remuneration advisors as defined under the Corporations Act 2001.
3.2
Claw back of remuneration
The claw back policy was introduced in June 2016. This policy enables the Company to claw back certain elements of an
Executive Director’s or Executive KMP’s (collectively Executive KMP) remuneration if there has been a misstatement of
the financial statements which resulted in the Executive KMP receiving a reward which exceeds the outcome that would
have been achieved had the misstatement not been made. The claw back provisions are designed to further align the
interests of the Executive KMP with the long-term interests of the Company and to ensure excessive risk taking is not
rewarded.
3.3
Share Trading Policy
The Company’s Share Trading Policy (Policy) applies to all Directors, officers, employees, contractors and consultants of
the Company. The Share Trading Policy outlines how and when Directors, officers, employees, contractors and
consultants’ may deal in the Company’s securities.
Restricted Person (as defined in the Policy) may only deal in securities in the Company during defined trading windows
and provided they do not possess inside information.
If a Relevant Person (as defined in the Policy) acquires securities in the Company, they should not sell or agree to sell any
securities of that class for at least 30 days.
Directors are prohibited from entering margin loans under the Company’s Share Trading Policy. Relevant Persons require
prior approval to enter into a margin loan arrangement where the amount of shares mortgaged, provided as security, lent
or charged to a financier, amounts to 1% or more of the issued capital in the Company at the relevant time. A Restricted
Persons must notify the Company Secretary immediately if they are given notice by their financier of an intention to make
a margin call and sell the Company’s securities during a prohibited trading period.
Relevant Persons must not enter into hedging arrangements in relation to securities in the Company that are unvested or
subject to disposal restrictions or minimum shareholding requirements.
The Company’s Share Trading Policy is available on the Company’s website www.slatergordon.com.au.
3.4
Executive KMP employment agreements
The following sets out details of the employment agreements relating to Executive KMP:
Length of Contract
Executive KMP are on rolling contracts, which are ongoing employment
contracts until notice is given by either party.
Resignation
Termination for
cause
Termination in
case of
retirement,
redundancy or
notice without
cause
Termination
payment
CEO notice period
Six (6) months
None
Six (6) months
Six (6) months
Executive Director, Legal and
Governance notice period
CFO notice period
Six (6) months
None
Six (6) months
Six (6) months
Six (6) months
None
Six (6) months
Six (6) months
Statutory
Entitlements
Post-Employment
Restraints
Slater & Gordon Limited
Payment of statutory entitlements of long service leave and annual leave
applies in all events of separation.
The employment agreement contains a restraint of trade provision which
applies for a period of 9 months and 12 months.
Slater & Gordon Limited | 21
Page 11
ANNUAL REPORT 2019
Directors’ Report
Audited Remuneration Report (continued)
3.5
Cessation and movement of Executive KMP
Cessation of Non-Executive Director
As disclosed to the ASX, on 25 September 2018 Hayden Stephens resigned as Director.
The following arrangements applied to Mr. Stephens:
• Mr. Stephens, who stepped down as CEO on 7 February 2018, did not receive a Board director fee but continued
•
to receive his CEO remuneration during his notice period which ceased on 28 August 2018.
In lieu of remuneration post 28 August 2018, the Company funded Mr. Stephens attendance at the Company
Directors Course offered by the Australia Institute of Company Directors.
• He received no short-term or long-term incentive payments for FY19.
Cessation of Chief Financial Officer
As disclosed to the ASX, on 31 August 2018 Belinda Nucifora ceased employment as Chief Financial Officer.
The following arrangements applied to Ms. Nucifora:
• She received her Statutory entitlements.
• She received payment in lieu of notice.
• A separation package comprising accommodation and relocation support was provided.
• She received no short term or long-term incentive payments for FY18 or FY19.
3.6 Other transactions and balances with KMP and their related parties
Scott Butterworth’s consulting business, Strategic Value Partners, was paid $477,937 (excl. GST) in consulting fees prior
to his employment as the Chief Financial Officer.
22 | Slater & Gordon Limited
Slater & Gordon Limited
Page 12
ANNUAL REPORT 2019
Directors’ Report
Audited Remuneration Report (continued)
4.0 Overview of Executive KMP Remuneration
This section of the Remuneration Report outlines the principles applied to Executive KMP remuneration decisions and the
framework used to deliver the various components of remuneration, including explanation of the performance and
remuneration linkages.
4.1
How Executive KMP remuneration policies and structures are determined
The Company’s remuneration strategy aims to ensure that fixed and variable reward relates directly to the:
• Performance of individuals and the operation or function in which they work; and
• Overall performance of the Company and aligns the interests of clients, employees and shareholders.
The Company applies a disciplined set of guiding principles to fixed and variable reward that provides a level and mix that:
• Will attract, retain and engage employees with the requisite skills, expertise and capabilities that fosters a high-
performance culture;
• Aligns company and individual performance outcomes;
• Aligns the interests of shareholders, clients and employees to enhance the Company’s performance in a manner
that supports the long-term financial soundness of the Company;
• Maintains the integrity of the Company’s remuneration principles, strategies and practices; and
•
Is compliant with current governance and legislative requirements related to remuneration practices.
4.2
Executive KMP Remuneration Structures
The Company rewards Executive KMP with a level and mix of remuneration that provides an equitable, motivating,
competitive and affordable remuneration package in a way that secures quality executives for the long-term success of the
Company while fostering a performance-oriented and risk management culture.
Executive KMP receive fixed remuneration and variable remuneration consisting of short term incentive opportunities.
Executive KMP remuneration levels are reviewed annually by the People and Culture Committee with reference to the
firm’s remuneration principles and market movements.
4.3
Elements of remuneration
Fixed remuneration
Fixed remuneration is determined based on the size, scope, complexity and responsibility of the role and is set to attract,
retain and engage employees, while also considering company affordability. Fixed remuneration consists of base
remuneration, superannuation (statutory guarantee) and other non-monetary benefits.
Fixed remuneration is reviewed annually with approved changes effective 1 July. The following factors are taken into
consideration when reviewing executive remuneration:
• Company performance and affordability;
•
•
Individual performance tied to an annual Performance and Development Review;
The Total Target Reward (fixed remuneration and incentive opportunity) of an individual, including the pay mix of
fixed and variable reward;
• Economic climate;
• External market movement; and
• Company and social responsibility.
Adjustments to Executive KMP remuneration are reviewed by the People and Culture Committee and approved by the
Board.
STIP
Under the STIP, all Executive KMP have the opportunity to earn an annual incentive award. The plan includes two
measures, company performance and individual performance. Company performance centres the executive’s focus on
sustainable and progressive financial success and individual performance rewards the employee’s own contribution
towards Key Performance Indicators (KPIs) and company success.
How are bonuses paid?
STIP bonuses are paid in cash.
How much can executives earn?
Executive KMP have a defined target STIP opportunity between 20% - 50% of their Full Time Equivalent ‘FTE’ base
remuneration and a maximum STIP opportunity of 200% of their on-target opportunity.
Slater & Gordon Limited
Slater & Gordon Limited | 23
Page 13
ANNUAL REPORT 2019
Directors’ Report
Audited Remuneration Report (continued)
Executive
STIP On -Target*
John Somerville
Michael Neilson
Scott Butterworth
*represents on-target for full plan year.
$264,734
$80,000
$90,000
% of Base
Remuneration
50%
20%
20%
Executive KMP Total Remuneration Pay Mix % (annualised at target) for FY19
Executive
John Somerville
Michael Neilson
Scott Butterworth
Total Fixed
Remuneration
67.5%
84.0%
83.9%
Short Term
Incentive
32.5%
16.0%
16.1%
How is performance measured?
The STIP performance measures were chosen based on their ability to deliver sustainable company performance and
results for shareholders and clients. Company performance against financial targets (EBITDA and cashflow) act as a
gateway for rewarding individual performance against individually set KPI’s. For each individual KPI, a target is set.
Performance measures are validated and approved by the Board.
FY19 performance measures are set out below:
Company Financial
Performance
Strategic
Measures
People Measures
Risk Measure
Chief Executive Officer &
Managing Director
Executive Director, Legal and
Governance
Chief Financial Officer
70%
70%
70%
10%
10%
10%
10%
10%
10%
10%
10%
10%
EBITDA and cashflow targets are the measures against which the Board and management assess the Company’s short
term financial performance.
Who sets STIP performance measures?
Financial performance measures are set by the Board, based on the recommendation of the People and Culture
Committee.
KPIs are set for Executive KMP (CFO and Executive Director, Legal and Governance) by the CEO, then reviewed and
endorsed by the People and Culture Committee and Board.
CEO KPIs are set and approved by the Board.
When are STIP bonuses paid?
The STIP outcome is determined after the end of the financial year and after announcement of financial statements. The
Board approves the final STIP award for the Executive KMP, which is generally paid approximately three months after the
end of the performance period. There are no deferral components.
What happens if an Executive KMP leaves?
The following details the treatment of STIP on termination:
Resignation
Any potential STIP payment is forfeited if an employee tenders their resignation prior to payment being made.
Dismissal
Any potential STIP payment is forfeited if an employee is given notice of dismissal prior to payment being made.
Retirement
Any potential STIP will be calculated on a pro-rated basis for portion of year worked within the plan year. Payment will be
calculated in accordance with the normal timetable and based on the end of year results.
Death
Slater & Gordon Limited
24 | Slater & Gordon Limited
Page 14
ANNUAL REPORT 2019
Directors’ Report
Audited Remuneration Report (continued)
Payments will be made to the estate of a deceased employee pro-rated for the eligible period. Payment will be calculated
in accordance with the normal timetable and based on the end of year results.
Total & Permanent Incapacity
Employees will be eligible for payments pro-rated for the eligible period. Payment will be calculated in accordance with the
normal timetable and based on the end of year results.
Redundancy
If redundancy occurs during:
quarter 1 or 2, any potential STIP bonus will be forfeited.
•
• quarter 3 or 4, any potential STIP bonus will be calculated on a pro-rated basis for portion of year worked within
the plan year. Payment will be calculated in accordance with the normal timetable and based on the end of year
results.
LTIP
As disclosed in the FY18 report, the Company considered an LTIP program for implementation in FY19. After further
consideration, an LTIP was not offered. In FY20, the Company proposes to offer an LTIP in the form of rights to receive
ordinary shares (Rights).
Key features of LTIP
Directors, executives and key staff of the Company (Participants), who are selected by the Board, will be eligible to
participate in the LTIP.
Participants will be granted by the Company a specified number of Rights under the LTIP which are subject to restrictions
to be determined by the Board. Each Right represents a right to acquire an ordinary share in the capital of the Company
(Share) at no cost i.e. effectively a share option with an exercise price set at zero.
The Board may determine that Rights to be granted to Participants will be subject to:
(a)
(b)
‘Vesting Conditions’; and
'Forfeiture Conditions';
which must be detailed in the invitations made to Participants.
The nature and content of the ‘Vesting Conditions’ are to be determined by the Board and may include conditions relating
to any or all of:
(a)
(b)
(c)
continuing employment / engagement of services with the Company;
performance of the Participant; or
performance of the Company;
In addition, the Board has determined for the initial grant that vested Rights may only be exercised to acquire Shares when
an 'Exit Event' occurs, being the achievement of an underlying EBITDA hurdle.
This means that a Participant will be able to exercise Rights which have vested at any time between the date the Exit Event
is achieved and expiry of the term of the Rights, which will be 7 years after the grant date.
Rights will not carry any dividend or voting rights, however Shares provided to Participants on exercise of a Right will carry
the same rights and entitlements as other Shares on issue. The Company will not seek quotation of any Rights on the
ASX.
In the event of a 'Change of Control', as defined under the rules of the LTIP, all unvested Rights will automatically vest and
the Exit Event exercise restriction will no longer apply.
The new LTIP has been approved by the Board but the approval of shareholders will be sought at the 2019 Annual General
Meeting.
Changes for FY19
A new STIP was introduced in FY19. The new STIP is described in detail above. The main changes to the STIP included:
1.
Incentive targets – defined target incentives set by employee level and communicated as an ‘on-target’ opportunity
rather than maximum opportunities.
2. Performance Measures – introduction of company performance (EBITDA and cashflow) for all employees as a
gateway for STIP payment.
Slater & Gordon Limited
Slater & Gordon Limited | 25
Page 15
ANNUAL REPORT 2019
Directors’ Report
Audited Remuneration Report (continued)
5.0 FY19 Executive KMP Performance and Remuneration Outcomes
5.1
Actual Remuneration earned by Executive KMP in FY19:
The actual remuneration earned by Executive KMPs in FY19 is set out in section 7 below.
As disclosed in the FY18 Remuneration Report, Executive KMP did not receive incentive payments. The FY19 cash bonus
awarded to Executive KMP is set out in section 7 below. The table represents what has been awarded to Executive KMP
but which has not yet been paid.
5.2
STIP Performance Measures for FY19
A combination of financial and non-financial measures is used to measure Executive KMP performance for STIP awards
which are underpinned by the Company’s values and behaviours. A summary of those measures is as follows:
Chief Executive Officer &
Managing Director
Executive Director, Legal and
Governance
Chief Financial Officer
Company Financial
Performance
Strategic
Measures
Cash Generation &
Business Performance
Cash Generation &
Business Performance
Cash Generation &
Business Performance
Customer & Brand
Customer & Brand
Customer & Brand
People Measures
Risk Measure
Attrition
Attrition
Attrition
Quality & Risk
Quality & Risk
Quality & Risk
Between threshold and target At target Exceed target
Based on this assessment, the average STIP bonus awarded to Executive KMP in FY19 as a percent of target was 103%.
Table 7.1 discloses FY19 STIP awarded to Executive KMP.
LTIP Outcomes
As disclosed in the FY18 Remuneration Report, existing LTIP programs were finalised and no further programs were
offered in FY19.
5.3 Overview of company performance (FY15 to FY19)
The table below sets out information about the Company’s earnings and movements in shareholder wealth for the past
five years up to and including the current financial year.
Company Performance
Revenue ($'000)
Profit / (Loss) before tax from
continuing operation ($'000)
Profit / (Loss) after tax from
continuing operation ($'000)
Basic earnings per share (cents)
from continuing operation(4)
Diluted earnings per share
(cents) from continuing operation
(4)
EBITDAW(5)
Gross Operating Cash Flow less
CAPEX
Dividends per share - paid during
financial year (cents)
Total dividends paid during
financial year (cents)
2015
Restated(2)
2016(2)
2017(2)
2018
Restated(3)(6)
2019(3)
598,185
908,185
611,485
162,501
160,372
85,408
(1,029,468)
(551,149)
(29,044)
(141)
62,374
(1,017,595)
(546,831)
(31,722)
33,010
2,643.03
(28,877.50)
(15,542.500)
(0.838)
0.475
2,624.05
(28,877.50)
(15,542.500)
(0.838)
0.450
92,586
33,666
49,343
(76,095)
(5,977)
12,776
(96,383)
(34,308)
(682)
5,230
8.5
5.5
17,620
19,330
-
-
-
-
-
-
Share price at 30 June ($)(1)
1.54
(1) Share price stated as at 30 June. As 30 June 2019 was a Sunday, the share price stated in 2019 was at 28 June 2019. As 30 June 2018 was a
Saturday, the share price stated in 2018 was as at 29 June 2018. All prior year share prices were restated for the impact of the 100 to 1 share
consolidation that took place on 8 December 2017.
355.6
38.96
8.09
1.92
(2) Financial performances were not restated for the discontinued operations that occurred in FY2018. However, the basic earnings per share, diluted
earnings per share and share price at 30 June have been restated for the 100 to 1 share consolidation that took place on 8 December 2017.
(3) 2019 and 2018 profit before tax, profit after tax and EBITDAW from continuing operations.
(4) Basic earnings per share (cents) and diluted earnings per share (cents) were restated for the impact of the 100 to 1 share consolidation that took place
on 8 December 2017. 2019 and 2018 earnings per share is shown excluding discontinued operations. Prior years are shown for the overall business
and have not been restated for discontinued operations.
(5) EBITDAW is defined as Earnings before net interest, taxes, depreciation, amortisation, impairment on intangibles and movement in WIP.
(6) The prior period comparative has been restated in accordance with the requirements of Australian Accounting Standards as a result of the
discontinued operations.
26 | Slater & Gordon Limited
Slater & Gordon Limited
Page 16
ANNUAL REPORT 2019
Directors’ Report
Audited Remuneration Report (continued)
6.0 Overview of Non-Executive Director remuneration
6.1 Overview of Non-Executive Director remuneration
The Company’s NED fees are designed to attract and retain high caliber directors who can discharge their roles and
responsibilities required in terms of good governance, strong oversight, independence and objectivity.
NED remuneration is based on fixed director fees and superannuation contributions and is reviewed annually by the People
and Culture Committee. The chair of the Board attends all committee meetings but does not receive any additional
committee fees in addition to base fees.
6.2 Maximum aggregate NED fee pool
The maximum aggregate amount that may be paid to NEDs for their services is $950,000 during any financial year, as
approved by shareholders at the 2015 AGM held in November 2015. The Board did not seek an increase to the aggregate
NED fee pool limit at the 2018 AGM.
The table below summarises Board and Committee fees paid to NEDs for FY19 (inclusive of superannuation).
Board Chair Fee
Board Director Fee
Committee Fees
Audit, Compliance & Risk
Nomination Committee(3)
People and Culture Committee
Annual Fee Pool
Chair
Member
Chair
Member
Chair
Member
1 July 2018 - 30 June 2019
$250,000(1)
$175,000(2)
Nil
Nil
Nil
Nil
Nil
Nil
$950,000
(1) Committee fees are not paid to the Chair of the Board. FY18 disclosed a Board Chair Fee of $240,000 pa instead of $250,000 pa which was a
typographical error.
(2) Non- Executive Director’s Merrick Howes and Nils Stoesser and Executive Directors John Somerville and Michael Neilson do not receive payment of
Board director fees from the Company. In place of a Board director fee, Non-Executive Director, Hayden Stephens, transitioned from Chief Executive
Officer Australia to a Non-Executive Director on 7 February 2018. He did not receive a Board director’s fee. He continued to receive his CEO
remuneration during his notice period as part of his termination arrangements. This remuneration does not count towards the total NED Annual Fee Pool.
(3) The Nomination Committee was suspended and did not meet during FY19. There is no intention to bring the Committee out of suspension in FY20.
Slater & Gordon Limited
Slater & Gordon Limited | 27
Page 17
ANNUAL REPORT 2019
Directors’ Report
Audited Remuneration Report (continued)
6.3
FY19 NED Remuneration
The table below includes entries for short term benefits to Merrick Howes and Nils Stoesser, executives employed by
Anchorage Capital Group LLC. The Company does not pay any remuneration to Merrick Howes and Nils Stoesser.
Australian Accounting Standards require disclosure of fees for their roles as Directors of the Company, where they are
paid by their employer, which is the parent entity of the Group.
Amounts $
Current NEDs
James MacKenzie (Chair)
Mark Dewar
Merrick Howes (1)
Disclosure required by Australian Accounting Standards – no remuneration was actually paid by the Company
Elana Rubin
Jacqui Walters
Current Executive Directors
John Somerville (3)
Michael Neilson (3)
Former NEDs
Hayden Stephens (2)
Nils Stoesser (1)
Disclosure required by Australian Accounting Standards – no remuneration was actually paid by the Company
Total(4)
Short-term
benefits
Year
Fees(3)
Post-employment
benefits
Superannuation
benefits
FY19
FY18
FY19
FY18
FY19
FY18
FY19
FY18
FY19
FY18
FY19
FY18
FY19
FY18
FY19
FY18
FY19
FY18
FY19
FY18
229,951
120,282
16,596
-
158,375
82,442
159,817
51,633
159,817
51,633
-
-
-
-
-
-
141,841
82,442
566,182
223,548
20,049
10,487
1,577
-
-
-
15,183
4,905
15,183
4,905
-
-
-
-
-
-
-
-
51,991
20,297
Total
250,000
130,769
18,173
-
158,375
82,442
175,000
56,538
175,000
56,538
-
-
-
-
-
-
141,841
82,442
618,173
243,846
(1) M Howes and N Stoesser are not remunerated by the Company for their services as Non-Executive Directors. The Company was not charged for their
services. Amounts in this table are not included in the total NED Annual Fee Pool.
(2) H Stephens transitioned from Chief Executive Officer Australia to a Non-Executive Director on 7 February 2018. He did not receive a Board director’s fee.
He continued to receive his CEO remuneration during his notice period as part of his termination arrangements. This remuneration does not count
towards the total NED Annual Fee Pool. Please refer to table 7.1 KMP Remuneration: Statutory Remuneration Outcomes for H Stephens’ remuneration.
(3) J Somerville and M Neilson commenced as Executive Directors on 25 September2018 and do not receive Board director’s fees. Their remuneration does
not count towards the total NED Annual Fee Pool. Please refer to table 7.1 KMP Remuneration: Statutory Remuneration Outcomes for J Somerville and
M Neilson remuneration.
(4) The fees shown attributable to M Howes and N Stoesser are not counted towards the maximum aggregate NED Fee Pool.
28 | Slater & Gordon Limited
Slater & Gordon Limited
Page 18
ANNUAL REPORT 2019
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Slater & Gordon Limited | 29
ANNUAL REPORT 2019
Directors’ Report
Audited Remuneration Report (continued)
7.2
Executive KMP Equity Plans
There are no active Executive KMP equity plans.
7.3
Vesting and Exercise of Performance Rights granted as Remuneration
During FY19, no performance rights or options were vested, exercised, or granted.
7.4 Shareholding of Executive KMP and NEDs
In accordance with the Corporations Act (section 205G (1)), the Company is required to notify the interests (shares and
rights to shares) of directors to the ASX. In the interests of transparency and completeness of disclosure, this information
is provided for each NED (as required under the Corporations Act) and all Executive KMP. Please refer section 3.3 for
more information on prohibition on hedging and margin lending.
The table below indicates shareholdings of the KMP: No current KMP holds shares. Former have the below:
Executive KMP
Number held at
1 July 2018
Acquisitions
Disposals
Number held at 30
June 2019
James MacKenzie
Mark Dewar
Merrick Howes
Michael Neilson
Elana Rubin
John Somerville
Jacqui Walters
Scott Butterworth
-
-
-
-
-
-
-
Hayden Stephens
12,526
Nils Stosser
Belinda Nucifora
Total
-
-
12,526
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
12,526
-
-
12,526
-
-
-
-
-
-
-
-
-
-
-
7.5 Movement in Executive KMP Holdings: Performance rights over ordinary shares
During FY19, no Executive KMP held or exercised any performance rights over ordinary shares.
End of Remuneration Report
30 | Slater & Gordon Limited
Slater & Gordon Limited
Page 20
ANNUAL REPORT 2019
Ernst & Young
8 Exhibition Street
Melbourne VIC 3000 Australia
GPO Box 67 Melbourne VIC 3001
Tel: +61 3 9288 8000
Fax: +61 3 8650 7777
ey.com/au
Auditor’s Independence Declaration to the Directors of Slater and
Gordon Limited
As lead auditor for the audit of Slater and Gordon Limited and Controlled Entities for the financial year
ended 30 June 2019, I declare to the best of my knowledge and belief, there have been:
a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
b) no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Slater and Gordon Limited and Controlled Entities it controlled during
the financial year.
Ernst & Young
Christopher George
Partner
Melbourne
30 August 2019
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
Page 21
Slater & Gordon Limited | 31
ANNUAL REPORT 2019
Consolidated Statement of Profit or Loss and Other
Comprehensive Income
For the Year Ended 30 June 2019
Revenue
Fee revenue
Net movement in work in progress
Revenue from contracts with customers
Other income
Total revenue and other income
Less expenses
Salaries and employee benefit expense
Share based payment expense to former owners
Rental expense
Advertising, marketing and new business development expense
Administration and office expense
Consultant fees
Finance costs
Bad and doubtful debts
Depreciation and amortisation expense
Other expenses
Total expenses
Loss from continuing operations before income tax expense
Income tax expense / (benefit)
Profit / (Loss) from continuing operations for the year after income
tax
Note
3.1
3.2
3.2
3.2
3.4
Discontinued Operations
Pre-tax income / (loss) from discontinued operations
Income tax expense / (benefit) from discontinued operations
Net gain / (loss) from disposal of discontinued operations
Income tax (benefit) on disposal of discontinued operations
Profit / (loss) from discontinued operations after income tax
Profit for the year after income tax
9.1
3.4, 9.1
9.1
3.4, 9.1
Profit for the year attributed to:
Owners of the Company
Non-controlling interests
Other comprehensive income, net of tax
Items that may be reclassified subsequently to profit or loss:
Foreign currency translation differences – foreign operations
Changes in fair value of cash flow hedges
Total items that may be reclassified subsequently to profit or loss
Total comprehensive income / (loss) for the year, net of tax
Total comprehensive income / (loss) for the year attributed to:
Owners of the Company
Non-controlling interests
20191
$’000
156,092
3,369
159,461
911
160,372
93,696
-
8,744
9,584
18,375
8,158
11,884
(1,290)
4,402
6,960
160,513
(141)
(33,151)
Restated2
2018
$’000
164,413
(2,941)
161,472
1,029
162,501
98,490
1,364
10,494
12,603
21,591
7,175
16,374
11,662
3,752
8,040
191,545
(29,044)
2,678
33,010
(31,722)
332
1,980
(102)
-
(1,750)
31,260
31,260
-
31,260
-
-
-
31,260
31,260
-
31,260
(61,253)
(2,904)
187,591
(16,210)
145,452
113,730
113,726
4
113,730
(10,414)
(250)
(10,664)
103,066
103,067
(1)
103,066
1 The Group has initially applied AASB 9 at 1 July 2018. It has taken advantage of the exemption in paragraph 7.2.15 of AASB 9 from restating prior periods in respect of AASB 9’s
classification and measurement (including impairment) requirements. Refer to note 1.4.
2 The prior period comparative has been restated in accordance with the requirements of Australian Accounting Standards as a result of the discontinued operations. Refer to note
9.1.
Slater & Gordon Limited
32 | Slater & Gordon Limited
Page 22
ANNUAL REPORT 2019
Consolidated Statement of Profit or Loss and Other
Comprehensive Income
For the Year Ended 30 June 2019
Total comprehensive income / (loss) for the year attributed to
owners of the Company from:
Continuing operations
Discontinued operations
Earnings per share attributable to parent:
Basic earnings per share
Diluted earnings per share
Earnings / (loss) per share from continuing operations:
Basic (loss) / earnings per share
Diluted (loss) / earnings per share
Earnings / (loss) per share from discontinued operations
Basic (loss) / earnings per share
Diluted (loss) / earnings per share
The accompanying notes form an integral part of these financial statements.
Note
3.6
3.6
3.6
3.6
3.6
3.6
20191
$’000
33,010
(1,750)
31,260
0.450
0.425
0.475
0.450
(0.025)
(0.025)
Restated2
2018
$’000
(31,722)
134,789
103,067
3.004
2.652
(0.838)
(0.838)
3.842
3.490
1 The Group has initially applied AASB 9 at 1 July 2018. It has taken advantage of the exemption in paragraph 7.2.15 of AASB 9 from restating prior periods in respect of AASB 9’s
classification and measurement (including impairment) requirements. Refer to note 1.4
2 The prior period comparative has been restated in accordance with the requirements of Australian Accounting Standards as a result of the discontinued operations. Refer to note
9.1.
Slater & Gordon Limited
Page 23
Slater & Gordon Limited | 33
ANNUAL REPORT 2019
Consolidated Statement of Financial Position
As at 30 June 2019
Current assets
Cash and cash equivalents
Receivables
Work in progress
Other current assets
Assets held for sale
Total current assets
Non-current assets
Property, plant and equipment
Receivables
Work in progress
Intangible assets
Other non-current assets
Total non-current assets
Total assets
Current liabilities
Payables
Short term borrowings
Provisions
Total current liabilities
Non-current liabilities
Payables
Long term borrowings
Deferred tax liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets / (liabilities)
Equity
Contributed equity
Reserves
Accumulated losses
Total equity attributable to equity holders in the Company
Total equity
The accompanying notes form an integral part of these financial statements.
Note
4.2
4.3
4.4
4.2
4.3
4.1
4.5
5.2
4.6
4.5
5.2
3.4
4.6
5.5
2019
$’000
12,633
64,968
105,512
9,383
-
2018
$’000
18,778
74,897
110,764
7,871
133
192,496
212,443
6,630
19,019
118,143
2,155
319
146,266
338,762
53,576
9,852
17,953
81,381
4,890
148,797
13,901
5,641
173,229
254,610
84,152
9,372
19,018
115,029
797
417
144,633
357,076
56,963
11,798
21,285
90,046
4,497
143,321
49,531
6,386
203,735
293,781
63,295
1,351,533
9,933
1,348,581
12,885
(1,277,314)
(1,298,171)
84,152
84,152
63,295
63,295
34 | Slater & Gordon Limited
Slater & Gordon Limited
Page 24
ANNUAL REPORT 2019
Consolidated Statement of Changes In Equity
For the Year Ended 30 June 2019
2019
Note Contributed
Equity
Accumulated
Losses
Cash
Flow
Hedging
Reserve
Foreign
Currency
Translation
Reserve
Share-based
Payment
Reserve
Total
Non-
controlling
interest
Total
Equity
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Balance as at 1 July 2018
1,348,581
(1,298,171)
Change in accounting policy
1.4
-
(10,403)
1,348,581
(1,308,574)
Restated total equity at the beginning of the
financial year
Net profit after tax for the year
Total other comprehensive loss for the year
Total comprehensive loss for the year
Transactions with owners in their capacity
as owners
Issuance of shares under Senior Lender
Scheme
5.5
Reclassification to profit or loss on
extinguishment of debt
Reclassification to profit or loss on disposal of
discontinued operations
-
-
-
-
-
-
Transfer from share based payments reserve
5.5
2,952
Performance rights
Recognition of share based payments expense
to former owners
Total transactions with owners in their
capacity as owners
-
-
2,952
Balance as at 30 June 2019
1,351,533
(1,277,314)
31,260
-
31,260
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
12,885
63,295
(10,403)
12,885
52,892
-
-
-
-
-
-
(2,952)
-
-
(2,952)
31,260
-
31,260
-
-
-
-
-
-
-
9,933
84,152
-
-
-
-
-
-
-
-
-
-
-
-
-
-
63,295
(10,403)
52,892
31,260
-
31,260
-
-
-
-
-
-
-
84,152
2018
Note Contributed
Equity
Accumulated
Losses
Cash
Flow
Hedging
Reserve
Foreign
Currency
Translation
Reserve
Share-based
Payment
Reserve
Total
Non-
controlling
interest
Total
Equity
$’000
$’000
1,119,235
(1,411,897)
$’000
$’000
$’000
$’000
$’000
27,513
17,108
(248,639)
(177)
(248,816)
Balance as at 1 July 2017
Net profit after tax for the year
Total other comprehensive loss for the year
Total comprehensive loss for the year
Transactions with owners in their capacity
as owners
-
-
-
113,726
-
-
(250)
(10,409)
113,726
(250)
(10,409)
$’000
(598)
-
-
848
-
-
-
-
-
-
-
-
-
-
113,726
4
113,730
(10,659)
103,067
(5)
(1)
(10,664)
103,066
221,270
848
-
-
221,270
848
(17,104)
178
(16,926)
-
-
(17,104)
-
-
-
(8,076)
8
-
8
3,845
3,845
-
-
-
-
8
3,845
848
(17,104)
(4,223)
208,867
178
209,045
Issuance of shares under Senior Lender
Scheme
5.5
221,270
Reclassification to profit or loss on
extinguishment of debt
Reclassification to profit or loss on disposal of
discontinued operations
-
-
Transfer from share based payments reserve
5.5
8,076
Performance rights
Recognition of share based payments expense
to former owners
Total transactions with owners in their
capacity as owners
-
-
229,346
-
-
-
-
-
-
-
Balance as at 30 June 2018
1,348,581
(1,298,171)
-
-
12,885
63,295
-
63,295
The accompanying notes form an integral part of these financial statements.
Slater & Gordon Limited
Slater & Gordon Limited | 35
Page 25
ANNUAL REPORT 2019
Consolidated Statement of Cash Flows
For the Year Ended 30 June 2019
Note
2019
$’000
Cash flow from operating activities
Receipts from customers
Payments to suppliers and employees
Payments to former owners
Interest received
Borrowing costs
Net income tax (paid) / refunded
Net cash (used in) from operating activities of continuing operations
Net cash (used in) from operating activities of discontinued operations
Total net cash (used in) from operating activities
3.3
Cash flow from investing activities
Payment for software development
Payment for plant and equipment
Costs associated with acquisition of businesses
Deposits for bank guarantees
Cash balance transferred on disposal of business
Proceeds from disposal of businesses
Payment for acquisition of businesses – deferred consideration
Net cash flow (used in) from investing activities of continuing operations
Net cash (used in) from investing activities of discontinued operations
Total net cash (used in) from investing activities
Cash flow from financing activities
Loans repaid / (advanced) to related parties and employees
Proceeds from borrowings
Repayment of borrowings
Net cash provided by financing activities of continuing operations
Net cash provided by / (used in) financing activities of discontinued operations
Total net cash provided by financing activities
Net decrease in cash held
Net increase / (decrease) in foreign exchange differences
Cash at the beginning of the financial year
Cash at the end of the financial year
The accompanying notes form an integral part of these financial statement
Restated1
2018
$’000
215,327
(212,200)
(5,250)
-
(2,483)
(3,180)
(7,786)
(40,456)
(48,242)
(820)
(2,989)
-
(3,933)
(18,439)
-
(425)
(26,606)
(7,137)
(33,743)
410
62,854
(5,091)
58,173
8,475
66,648
229,295
(222,197)
-
261
(5,299)
-
2,060
(1,772)
288
(722)
(1,146)
(24)
143
-
964
(982)
(1,767)
-
(1,767)
139
11,605
(16,410)
(4,666)
-
(4,666)
(6,145)
(15,337)
-
18,778
12,633
812
33,303
18,778
1 The prior period comparative has been restated in accordance with the requirements of Australian Accounting Standards as a result of the discontinued operations. Refer to note
9.1.
36 | Slater & Gordon Limited
Slater & Gordon Limited
Page 26
ANNUAL REPORT 2019
Notes to the Financial Statements
For the Year Ended 30 June 2018
Note 1: Basis of Preparation
This note sets out the accounting policies adopted by Slater & Gordon Limited (the “Company”) and its consolidated entities
(the “Consolidated Entity” or the “Group”) in the preparation and presentation of the financial report. Where an accounting
policy is specific to one note, the policy is described within the note to which it relates.
The financial report was authorised for issue by the directors as at the date of the Directors’ Report on 28 August 2019.
The Group is a Company limited by shares, incorporated and domiciled in Australia whose shares are publicly traded on
the Australian Securities Exchange.
1.1. Basis of Accounting
This financial report is a general purpose financial report, for a ‘for-profit’ entity, which 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 consolidated financial statements of Slater & Gordon
Limited also comply with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting
Standards Board (“IASB”).
The financial report has been prepared under the historical cost convention, except where noted.
The consolidated financial statements provide comparative information in respect of the previous period.
Where necessary, comparative figures have been reclassified and repositioned for consistency with current year
disclosures.
The parent entity and the consolidated entity have applied the relief available under ASIC Corporations (Rounding in
Financial/Directors’ Reports) Instrument 2016/191 and accordingly, amounts in the consolidated financial statements and
Directors’ Report have been rounded off to the nearest thousand dollars, or in certain cases, to the nearest dollar.
This is the first set of the Group’s annual financial statements in which AASB9 Financial Instruments has been applied.
Changes to significant accounting policies are described in Note 1.4.
Going Concern
The financial statements have been prepared using the going concern assumption which contemplates the realisation of
assets and the settlement of liabilities in the ordinary course of business.
As at 30 June 2019, the Group’s total borrowings were $158.7m (2018: $155.1m). Of this, $9.9m (2018: $11.8m) is
presented as current liabilities, being due for repayment in the next 12 months. The remaining $148.8m (2018: $143.3m)
of debt is non-current. Furthermore, as at 30 June 2019, the Group has a positive net current asset balance of $111.1m
(2018: $122.4m) and a positive overall net asset balance of $84.2m (2018: $63.3m).
The Directors have assessed the forecast trading results and cash flows, taking into account reasonably possible changes
in trading performance. These forecasts, which are based on best-estimate assumptions that are subject to influences and
events outside of the control of the consolidated entity, indicate that there are times in the forecast period where cash
levels are lower than optimal. There are various mitigating strategies which will be deployed to manage cash to appropriate
levels.
On this basis, the Directors have concluded that there are reasonable grounds to believe that the Group will continue to
be able to pay its debts as and when they become due and payable, and the preparation of the 30 June 2019 financial
report on a going concern basis is appropriate.
Basis of Consolidation
The consolidated financial statements comprise the financial statements of the parent entity and of all entities which the
parent entity controls. The Group 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.
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.
Any changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the
subsidiaries are accounted for as equity transactions.
1.2. Significant Accounting Judgements, Estimates and Assumptions
In preparing these consolidated financial statements, management has made judgements, estimates and assumptions that
affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to estimates are recognised prospectively.
Slater & Gordon Limited
Page 27
Slater & Gordon Limited | 37
ANNUAL REPORT 2019 Notes to the Financial Statements
For the Year Ended 30 June 2019
The significant judgements made by management in applying the Group’s accounting policies and the key sources of
estimation uncertainty are outlined in detail within the specific note to which they relate.
1.3. Foreign Currency Translations and Balances
Functional and Presentation Currency
The consolidated financial statements are presented in Australian dollars which is also the functional currency of the parent
entity and all Australian subsidiaries. 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).
Transactions and Balances
Transactions in foreign currencies of entities within the consolidated group are translated into the respective functional
currency of each entity at the rate of exchange ruling at the date of the transaction. Foreign currency monetary items that
are outstanding at the reporting date are translated using the spot rate at the end of the financial year.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange
rates at the dates of the initial transactions and are not remeasured unless they are carried at fair value.
Group Companies
On consolidation, the assets and liabilities of foreign operations are translated into the presentation currency of the Group
at the closing rate on the reporting date. Income and expenses are translated at average exchange rates for the period,
unless the exchange rate fluctuated significantly during the period, in which case the exchange rates at the dates of the
transactions are used. All resulting exchange differences are recognised in Other Comprehensive Income and
accumulated in the foreign currency translation reserve, a separate component of equity.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of
the foreign operation and translated at the closing rate.
1.4. Adoption of New and Amended standards
The Group early adopted AASB 15 Revenue from Contracts with Customers in the Group’s financial statements for the
year ended 30 June 2016.
The Group has applied the following standards and amendments for the first time for the annual reporting period
commencing 1 July 2018:
• AASB 9 Financial Instruments
• AASB 2016-5 Amendments to Australian Accounting Standards - Classification and Measurement of Share-based
Payment Transactions
• AASB 2017-1 Amendments to Australian Accounting Standards - Transfers to Investment Property, Annual
Improvements 2014-2016 Cycle and Other Amendments
Interpretation 22 Foreign Currency Transactions and Advance Consideration.
•
As a result of adopting AASB 9 the Group has made certain adjustments to its financial statements, as outlined below. The
adoption of the remaining new standards and amendments did not have any impacts on amounts recognised in prior
periods and are not expected to significantly impact future periods.
AASB 9 Financial Instruments
The adoption of AASB 9 Financial Instruments from 1 July 2018 resulted in changes in accounting policies and adjustments
to the amounts recognised in the financial statements. In accordance with the transitional provisions in AASB 9 (7.2.15)
and (7.2.26), comparative figures have not been restated (for a description of the transition method, see below).
The total impact on the Group’s retained earnings as at 1 July 2018 is as follows:
Closing retained earnings 30 June 2018 – AASB 139
Adjustment to retained earnings from adoption of AASB 9 on
1 July 2018
Recognition of expected credit losses under AASB 9
Related tax
Total Adjustment
Restated total equity at the beginning of the financial year
Impact of adopting AASB 9 on opening
balance
$’000
(1,298,171)
(14,862)
4,459
(10,403)
(1,308,574)
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ANNUAL REPORT 2019
Notes to the Financial Statements
For the Year Ended 30 June 2019
(i)
Classification and measurement of financial assets and financial liabilities
Financial assets
As a result of adopting AASB 9, from 1 July 2018, the Group assesses which of its financial assets are within the
following measurement categories:
- those to be measured subsequently at fair value (either through OCI, or through profit or loss); and
- those to be measured at amortised cost.
The classification is generally based on the business model in which a financial asset is managed and its contractual
cash flow characteristics. The determination of the business model within which a financial asset is held has been
made on the basis of the facts and circumstances that existed at the date of initial application.
All financial assets held by the Group are measured at amortised cost. The disbursements have been assessed as
meeting the solely payments of principal and interest (“SPPI”) test.
The effect of adopting AASB 9 on the carrying amounts of financial assets at 1 July 2018 relates solely to the new
impairment requirements, as described further in note (ii) below.
Financial liabilities
AASB 9 largely retains the existing requirements in AASB 139 for the classification and measurement of financial
liabilities. The adoption of AASB 9 has not had a significant effect on the Group’s accounting policies related to
financial liabilities.
(ii)
Impairment of financial assets and contract assets
The Group has three types of assets that are subject to AASB 9’s new expected credit loss model:
-
-
Financial assets
•
•
Trade and other receivables
Unbilled disbursement assets (“Disbursements”)
Contract assets i.e. Work In Progress (“WIP”)
The Group has revised its impairment methodology to reflect the requirements of AASB 9 in respect of these asset
classes.
The impact of the change in impairment methodology on the Group’s retained earnings and equity is disclosed in
the table above.
While cash and cash equivalents are also subject to the impairment requirements of AASB 9, the identified
impairment loss was immaterial.
The expected credit loss (“ECL” or “Provision for impairment”) consists of the following:
-
-
A specific provision is recognised for financial and contract assets that exhibit certain characteristics and
is based on management’s judgement of the lifetime expected loss on overdue amounts ; and
A collective provision is where a financial or contract asset is not covered by specific provision the Group
applies the AASB 9 simplified approach to measuring ECL which uses a lifetime expected loss allowance
for all trade receivables, Disbursements and WIP.
The Group uses a provision matrix to calculate ECLs for trade receivables and contract assets. ECL is calculated
using three main parameters i.e. a probability of default (PD), a loss given default (LGD) and an exposure at default
(EAD). These parameters are generally derived from internally developed statistical models combined with
historical, current and forward looking information, including macro-economic data:
-
-
-
For accounting purposes, the lifetime PD represents the expected point-in-time probability of a default,
based on conditions existing at the balance sheet date and future economic conditions that affect credit
risk. Debtors that roll into an above 90 days overdue category are assumed to have a PD of 100%;
The LGD represents expected loss conditional on default;
The EAD represents the expected exposure at default, taking into account the repayment of outstanding
amounts from the balance sheet date to the default event.
The provision rates are based on days past due for groupings of various customer segments that have similar loss
patterns (i.e., by geography, product type, customer type and rating, and coverage by letters of credit and other
forms of credit insurance).
The provision matrix is initially based on the Group’s historical observed default rates. The Group calibrates the
matrix to adjust the historical credit loss experience with forward-looking information. For instance, if forecast
economic conditions (i.e., gross domestic product) are expected to deteriorate over the next year which can lead to
an increased number of defaults in the manufacturing sector, the historical default rates are adjusted. At every
reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are
Slater & Gordon Limited
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Page 29
ANNUAL REPORT 2019
Notes to the Financial Statements
For the Year Ended 30 June 2019
analysed. The use of forward looking information such as macro-economic forecasts increases the degree of
judgement required to assess how changes in these data points will affect ECLs. The assumptions, including any
forecasts of future economic conditions, are reviewed regularly.
The WIP and Disbursements relate to unbilled work in progress and have substantially the same risk characteristics
as zero days past due trade receivables for the same types of contracts. ECLs related to Disbursements and WIP
are discounted at the Group’s risk free rate. The Group has determined that the application of AASB 9’s impairment
requirements at 1 July 2018 results in an additional impairment allowance as follows:
Additional loss allowance at 1 July 2018 under AASB 9:
Trade and other receivables
Disbursements
Work in progress
Cash and cash equivalents
Total additional loss allowance
(iii)
Transition
$’000
5,695
1,423
7,744
-
14,862
The Group has taken an exemption not to restate comparative information for prior periods with respect to
classification and measurement (including impairment) requirements. Differences in the carrying amounts of
financial assets and financial liabilities resulting from the adoption of AASB 9 are recognised in retained earnings
as at 1 July 2018. Accordingly, the information presented as at 30 June 2018 does not reflect the requirements of
AASB 9, but rather those of AASB 139.
The following adjustments have been made upon transition:
40 | Slater & Gordon Limited
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Page 30
ANNUAL REPORT 2019
Notes to the Financial Statements
For the Year Ended 30 June 2019
Current assets
Cash and cash equivalents
Receivables
Work in progress
Other current assets
Assets held for sale
Total current assets
Non-current assets
Property, plant and equipment
Receivables
Work in progress
Intangible assets
Other non-current assets
Total non-current assets
Total assets
Current liabilities
Payables
Short term borrowings
Provisions
Total current liabilities
Non-current liabilities
Payables
Long term borrowings
Deferred tax liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets / (liabilities)
Equity
Contributed equity
Reserves
Accumulated losses
Total equity
30 Jun 2018
$’000
AASB 9
Adjustments
$’000
Restated
1 Jul 2018
$’000
18,778
74,897
110,764
7,871
133
212,443
9,372
19,018
115,029
797
417
144,633
357,076
(5,980)
(1,549)
(7,529)
(1,138)
(6,195)
(7,333)
(14,862)
18,778
68,917
109,215
7,871
133
204,914
9,372
17,880
108,834
797
417
137,300
342,214
30 Jun
2018
$’000
AASB 9
Adjustments
$’000
Restated
1 Jul 2018
$’000
56,963
11,798
21,285
90,046
4,497
143,321
49,531
6,386
203,735
293,781
63,295
1,348,581
12,885
-
(4,459)
(4,459)
(4,459)
(10,403)
56,963
11,798
21,285
90,046
4,497
143,321
45,072
6,386
199,276
289,322
52,892
1,348,581
12,885
(1,298,171)
(10,403)
(1,308,574)
63,295
(10,403)
52,892
Note 2: Segment Reporting
Following the restructure of the Group completed during the prior period, the Group has one reportable segment, which
provides legal services in Australia. Information provided to the chief operating decision maker (“CODM”) for the purposes
of making decisions about allocating resources to the segment and assessing its performance is consistent with amounts
presented in the Consolidated Financial Statements. The Group’s revenues and non-current assets are wholly based in
Australia. The Group is not reliant on any single customer.
As the Group continues to implement its transformation strategy, it will re-evaluate the information provided to the CODM,
which may change the Group's operating segments in the future.
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ANNUAL REPORT 2019
Notes to the Financial Statements
For the Year Ended 30 June 2019
Note 3: Financial Performance
3.1
Revenue from Contracts with Customers
3.1.1 Accounting policies
Provision of Legal Services – Personal Injury Law Claims
The Group early adopted AASB 15 Revenue from Contracts with Customers during the year ended 30 June 2016. The
personal injury law practice operates on the basis of No Win – No Fee conditional fee arrangements, whereby fees are
earned only in the event of a successful outcome of a customer’s claim. In some cases, fees may be fixed, depending on
the stage at which a matter concludes. For some arrangements, fees are fixed as a specified percentage of damages
awarded under a claim.
In personal injury matters, contracts with clients generally comprise a single distinct performance obligation, being the
provision of services in pursuit of the successful settlement of a customer’s claim, and the transaction price is allocated to
this single performance obligation. Some contracts contain multiple deliverables – such as legal services in respect of a
statutory claim and a common law claim, or initial pre-issue work and litigation work. In such circumstances, these multiple
deliverables are considered to represent a single distinct performance obligation, given there is a significant service of
integration performed by the Group in delivering these services. Management considers the methods used provide an
appropriate depiction of the transfer of goods or services.
The uncertainty around the fees receivable under a contract is generally only resolved when a matter is concluded.
Where the Group has sufficient historical experience in similar contracts to be able to estimate the expected outcome of a
group of existing contracts reliably, revenue from the fees from contracts is estimated using the expected value method
basis. The estimated amount of variable consideration is based on the expected fee for the nature of the legal service with
reference to historical fee levels and relative rates of successful and unsuccessful outcomes. To determine the probability
of success of a case, a level of judgement is required to be applied based on past experience and historical performance
of similar matters.
Where historical averages are not predictive of the probability of outcomes for a given contract, or where the Group has
limited historical experience with similar contracts, the expected amount of variable consideration is estimated using a
most likely amount approach on a contract by contract basis. In such circumstances, a level of judgement is required to
determine the likelihood of success of a given matter, as well as the estimated amount of fees that will be recovered in
respect of the matter.
Expected fees are only included in revenue to the extent that it is highly probable that the cumulative amount of revenue
recognised in respect of a contract at the end of a reporting period will not be subject to significant reversal when a matter
is concluded.
Revenue is recognised when control of a service is transferred to the customer. The Group recognises revenue in respect
of personal injury matters “over time” (as opposed to at a “point in time”). A stage of completion approach is used to
measure progress towards completion of the performance obligation. The stage of completion is determined using a
milestones based approach using prescribed status codes for client matters as the relevant milestones. The percentage
completion is determined either by calculating the average fee received for matters that resolve at a particular status code
as a percentage of the average fee received for matters that resolve at that status and any later status, or by use of defined
completion allocations based on historical performance.
Estimates of revenues (including interim billing), costs or extent of progress toward completion are revised if circumstances
change. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in
which the circumstances that give rise to the revision become known by management.
The Group has determined that no significant financing component exists in respect of the personal injury revenue streams.
This is because in personal injury matters, a substantial amount of the consideration promised by the customer is variable
subject to the occurrence or non-occurrence of a future event that is not substantially within the control of the customer or
the Group.
A receivable in relation to these services is recognised on settlement of the client matter and when a bill has been invoiced,
as this is the point in time that the consideration is unconditional because only the passage of time is required before the
payment is due.
The Company arranges for the disbursement activities provided by third parties on behalf of the client; however it does
not control the output from those activities. The Company cannot influence the content of the medical reports or court
filings, therefore no profit margin is recognised on the activities when clients are charged the direct cost incurred by the
Company. As such, the Company acts as an agent for disbursements, which are only recognised when it is assessed
that a reimbursement will be received from the client or on his or her behalf. The disbursements are treated as a separate
asset. The amount recognised for the expected reimbursement does not exceed the relevant costs incurred.
The amount of any expected reimbursement is reduced by an allowance for non-recovery based on past experience.
When new businesses are acquired, there is a transition period during which time the Group’s practices and procedures
are embedded into the operations of the new business. Therefore the valuation of work in progress acquired in a business
combination may be adjusted during the period of provisional accounting for the acquisition.
42 | Slater & Gordon Limited
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ANNUAL REPORT 2019
Notes to the Financial Statements
For the Year Ended 30 June 2019
Provision of Legal Services – Litigation and Emerging Services
The Group also earns revenue from provision of general legal services, incorporating project litigation. Revenue for
general legal services is recognised over time in the accounting period when services are rendered.
Fee arrangements from general legal services include fixed fee arrangements, unconditional fee for service
arrangements (“time and materials”), and variable or contingent fee arrangements (including No Win – No Fee
arrangements for services including project litigation, and some consumer and commercial litigation).
For fixed fee arrangements, revenue is recognised based on the stage of completion with reference to the actual services
provided as a proportion of the total services expected to be provided under the contract. The stage of completion is
tracked on a contract by contract basis using a milestone based approach, as explained above.
In fee for service contracts, revenue is recognised up to the amount of fees that the Group is entitled to invoice for
services performed to date based on contracted rates.
The Group estimates fees for variable or conditional service fee arrangements using a most likely amount approach on
a contract by contract basis. Management makes a detailed assessment of the amount of revenue expected to be
received and the probability of success of each case. Variable consideration is included in revenue only to the extent that
it is highly probable that a significant reversal will not occur (generally when a matter is concluded).
Certain project litigation matters are undertaken on a partially funded basis. The Group has arrangements with third party
funders to provide a portion of the fees receivable on a matter over time as services are performed. In such arrangements,
the funded portion of fees is billed regularly over time and is not contingent on the successful outcome of the litigation.
The remaining portion of fees is variable consideration which is conditional on the successful resolution of the litigation.
The variable consideration is included in revenue as services are performed only to the extent that it is highly probable
that the amount will not be subject to significant reversal when the uncertainty is resolved.
As in the case of personal injury claims, estimates of revenues, costs or extent of progress toward completion are revised
if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or
loss in the period in which the circumstances that give rise to the revision become known by management.
The Group has determined that no significant financing component exists in respect of the Litigation and Emerging
Services revenue streams. This has been determined on fee for service and fixed fee arrangements as the period
between when the entity transfers a promised good or service to a customer and when the customer pays for that good
or service will be one year or less. For No Win - No Fee arrangements this has been determined because a significant
amount of the consideration promised by the customer is variable subject to the occurrence or non-occurrence of a future
event that is not substantially within the control of the customer or the Group.
A receivable in relation to these services is recognised when a bill has been invoiced, as this is the point in time that the
consideration is unconditional because only the passage of time is required before the payment is due.
Provision of Other Services – Slater Gordon Solutions (has been disclosed as a discontinued operation in the
prior year)
Legal Services
Revenue from Road Traffic Accidents (“RTA”) and Employer Liability/Public Liability (“EL/PL”) files is recognised over
the life of the case based on prescribed milestones in a matter.
The legal services practice operates on the basis of No Win – No Fee conditional fee arrangements and applies the same
accounting policies as personal injury claims described above. In some cases, fees may be fixed, depending on the stage
at which a matter concludes. For some arrangements, fees are fixed as a specified percentage of damages awarded
under a claim.
Vehicle Hire and Repair
Revenue from the provision of car repair is recognised at a point in time. Revenue from the provision of car hire and
cost recovery services are recognised over the time that the services are performed.
For car repair services, revenue is recognised upon completion of all repair work and upon the customer signing a
“client satisfaction note” in taking back possession of the car. The amount of revenue recognised is the amount as
agreed in writing between the parties prior to the service being provided in the repair contract.
For car hire and cost recovery services, the revenue is recognised over time, being the period between the
commencement of the car hire and settlement of costs through the Third Party Insurer (“TPI”). The amount of revenue
recognised is the amount as agreed in writing between the parties prior to the service being provided in the hire rental
agreement.
Work in progress is only included in revenue to the extent that it is highly probable that the cumulative amount of
revenue recognised in respect of a contract at the end of a reporting period will not be subject to significant reversal
when a matter is concluded. A dilution rate is applied on the invoice to recognise the fact that there may be a settlement
adjustment with the insurer if the insurer disputes any costs. This also takes into account the fact that some cases may
not be ‘no fault’.
A receivable in relation to these services is recognised when a bill has been issued, as this is the point in time that the
consideration is unconditional because only the passage of time is required before the payment is due.
Slater & Gordon Limited
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ANNUAL REPORT 2019
Notes to the Financial Statements
For the Year Ended 30 June 2019
For car hire and repair services provided for not at fault clients, the Group acts as a principal. Although the services
are provided by third party suppliers, the Group has the primary responsibility to ensure that the services have been
delivered to the clients. The Group cannot vary the prices set by the supplier, as it is governed by an industry framework
and the Group collects the revenue from the customer and bears all credit risk.
Revenue resulting from car hire and repair services within SGS Motor Services is recognised on a gross basis.
Medical Reports and Rehabilitation Services
Revenue from the provision of medical appointments and rehabilitation services is recognised at a point in time.
For medical appointments, the revenue is recognised when the medical report is received from the medical expert. The
amount of revenue recognised is based on the average fee per case calculated on a historic basis. This value remains
in work in progress until the medical report is issued to the Instructing Party (‘IP‘) at which point the sales invoice is
raised, and revenue recognised.
For rehabilitation services, the revenue is recognised when the course of treatment is completed and the final
assessment or discharge report is issued to the IP. The amount of revenue recognised is based on the average fee
per case calculated on a historic basis. This value remains in work in progress until the final assessment or discharge
report is issued to the IP at which point the sales invoice is raised., and revenue recognised.
A receivable in relation to these services is recognised when a bill has been issued, as this is the point in time that the
consideration is unconditional because only the passage of time is required before the payment is due.
Contract Costs
Applying the practical expedient in paragraph 94 of AASB 15 Revenue from Contracts with Customers, the Group
recognises the incremental costs of obtaining contracts as an expense when incurred.
Critical Accounting Estimate and Judgements
(i).
Identifying the Performance Obligation
In personal injury matters, contracts with clients generally comprise a single distinct performance obligation, being the
provision of services in pursuit of the successful settlement of a customer’s claim, and the transaction price is allocated to
this single performance obligation. As referred above, some contracts contain multiple deliverables – such as legal
services in respect of a statutory claim and a common law claim, or initial pre-issue work and litigation work. In such
circumstances, these multiple deliverables are considered to represent a single distinct performance obligation, given there
is a significant service of integration performed by the Group in delivering these services. Management considers the
methods used provide an appropriate depiction of the transfer of goods or services.
(ii). Estimating the Transaction Price: Variable Consideration – No Win – No Fee Arrangements
As referred to above, the Group provides various services on the basis of No Win – No Fee conditional fee arrangements.
The uncertainty around the fees ultimately receivable under these types of contracts is generally only fully resolved when
a matter is concluded.
Where the Group has sufficient historical experience in similar contracts in order to be able to estimate the expected
outcome of a group of existing contracts reliably, revenue is estimated using the expected value method. Fees are only
included in revenue to the extent that it is highly probable that the cumulative amount of revenue recognised in respect of
a contract at the end of a reporting period will not be subject to significant reversal when a matter is concluded.
To determine the probability of success of a case using the expected value method, a level of judgement is required to be
applied based on past experience and historical performance of similar matters. The estimated amount of variable
consideration is based on the expected fee for the nature of the legal service provided with reference to internal historical
fee levels and relative rates of successful and unsuccessful outcomes.
Where historical averages are not predictive of the probability of outcomes for a given contract, or where the Group has
limited historical experience with similar contracts, the expected amount of variable consideration is estimated using a
most likely amount approach on a contract by contract basis. In such circumstances, a level of judgement is required to
determine the likelihood of success of a given matter, as well as the estimated amount of fees that will be recovered in
respect of the matter.
In addition, when new businesses are acquired, there is a transition period during which time the Group’s practices and
procedures are embedded into the operations of the new business. Therefore the valuation of work in progress acquired
in a business combination may be adjusted during the period of provisional accounting for the acquisition.
(iii). Measuring the Stage of Completion
Revenue is recognised when control of a service is transferred to the customer. The Group recognises revenue in respect
of personal injury matters “over time” (as opposed to at a “point in time”). A stage of completion approach is used to
measure progress towards completion of the performance obligation. The stage of completion is determined using a
milestones based approach using prescribed status codes for client matters as the relevant milestones. The percentage
of completion is determined either by calculating the average fee received for matters that resolve at a particular status
code as a percentage of the average fee received for matters that resolve at that status and any later status, or by use of
defined completion allocations based on historical performance.
44 | Slater & Gordon Limited
Slater & Gordon Limited
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ANNUAL REPORT 2019
Notes to the Financial Statements
For the Year Ended 30 June 2019
3.1.2. Disaggregation of Revenue from Contracts with Customers
The Group derives revenue from the transfer of goods and services over time and at a point in time, in the major product
lines of Personal Injury Law and Litigation and Emerging Services and the geographical regions of Australia:
Personal Injury
Law
$’000
Litigation and
Emerging Services
$’000
-
-
142,934
142,934
-
-
150,831
150,831
505
11,025
4,997
16,527
976
9,419
246
10,641
Total
$’000
505
11,025
147,931
159,461
976
9,419
151,077
161,472
Year ended 30 June 2019
Type of contract:
Fixed price
Time and Materials
No Win – No Fee
Revenue from contracts with
customers
Year ended 30 June 2018 Restated1
Type of contract:
Fixed price
Time and Materials
No Win – No Fee
Revenue from contracts with
customers
3.2
Expenses
3.2.1 Accounting Policies
Interest
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the
effective interest method. Amortised cost is calculated by taking into account any issue costs, and any discount or premium
on settlement.
Depreciation
The depreciable amounts of all property, plant and equipment, excluding land, are depreciated over their estimated useful
lives, commencing from the time the asset is held ready for use. Leased assets are depreciated over the shorter of the
lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease
term. Land is not depreciated.
The depreciation rates used for each class of assets are:
Class of Fixed Asset
Plant and equipment
Low value asset pool
Amortisation
Depreciation Rates
Depreciation Method
5.00 – 66.67%
18.75 – 37.50%
Straight Line and Diminishing Value
Diminishing Value
Amortisation is calculated using a straight-line method to allocate the cost of intangible assets over their estimated useful
lives. Amortisation commences when the intangible asset is available for use.
The amortisation rates used for each class of assets are:
Class of Intangible Asset
Amortisation Rates
Amortisation Method
Software and development
Client lists
Share Based Payments
33.33%
33.33%
The accounting policy for share based payments is included in Note 5.6.
Straight Line and Diminishing Value
Straight Line and Diminishing Value
1 The prior period comparative has been restated in accordance with the requirements of Australian Accounting Standards as a result of the discontinued operations. Refer to note
9.1.
Slater & Gordon Limited
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ANNUAL REPORT 2019
Notes to the Financial Statements
For the Year Ended 30 June 2019
3.2.2 Expense Analysis by Nature
Finance costs expense
Interest and fees on bank overdraft and loans (includes costs of borrowing)
Interest on deferred consideration payable to vendor on acquisitions
Interest on onerous leases
Interest on obligations under hire purchases
Salaries and employee benefit expense
Wages and salaries
Post-employment benefits
Redundancy costs
Share based payments expense
Depreciation and Amortisation
Property, plant & equipment
Software development
3.3 Cash Flow Information
Reconciliation of profit for the period to cash flows from operating activities
Profit / (loss) after income tax
Non-cash flows in profit from ordinary activities
Depreciation and amortisation
Share based payment expenses
Bad and doubtful debts
Non-cash net gain on disposal of discontinued operations
Notional FX (gain) / loss
Interest Expense Capitalised
Items shown in investing activities
Costs associated with the Scheme
Changes in assets and liabilities
Decrease / (increase) in receivables
Decrease / (increase) in other assets
Decrease / (increase) in work in progress
Increase / (Decrease) in payables
Decrease / (increase) in income tax payable
(Decrease) / increase in net deferred tax
(Decrease) in derivatives
(Decrease) in other liabilities
Increase / (decrease) in provisions
Cash flows (used in) from operating activities
Restated(1)
2018
$’000
15,938
5
109
322
16,374
88,758
7,138
2,636
(42)
98,490
3,729
23
3,752
2019
$’000
11,781
-
79
24
11,884
86,889
6,790
17
-
93,696
4,056
346
4,402
2019
$’000
31,260
2018
$’000
113,730
4,402
-
(1,290)
-
113
7,954
6,386
2,182
11,612
(197,093)
(1,402)
29,958
-
5,515
648
(1,417)
(3,192)
(2,970)
-
(31,171)
-
-
(4,049)
32,717
5,182
20,001
(30,033)
(2,108)
(17,285)
(1,677)
(1,840)
(24,087)
288
(48,242)
(1) The prior year comparative has been restated in accordance with the requirements of the Australian Accounting Standards as a result of the discontinued operations. Refer to note
9.1.
46 | Slater & Gordon Limited
Slater & Gordon Limited
Page 36
ANNUAL REPORT 2019
Notes to the Financial Statements
For the Year Ended 30 June 2019
3.4
Income and Other Taxes
3.4.1. Accounting Policies
Income and other taxes consist of income tax and Goods and Services Tax.
Current income tax expense or benefit for the current and prior periods is measured at the amount expected to be recovered
from or paid to the tax authorities. The current income tax charge is calculated on the basis of the tax laws enacted or
substantively enacted at the end of the reporting period in the countries where the Group operates.
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 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, and at the time of the transaction affects neither accounting nor taxable
profit or loss.
Deferred tax assets are reviewed at each reporting date. Unrecognised deferred tax assets are reassessed at each
reporting date and recognised to the extent that it has become probable that future taxable profits will be available against
which they can be used.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is
realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the
reporting date.
Current and deferred tax for the year are recognised in profit or loss, except when they relate to items that are recognised
in other comprehensive income or directly in equity, in which case the current and deferred tax are also recognised in other
comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting
for a business combination, the tax effect is included in the accounting for the business combination.
Critical Accounting Estimates and Judgements
Deferred tax assets and liabilities are based on the assumption that no adverse change will occur in the income tax
legislation in Australia 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 only if management considers it is probable that future taxable amounts will be available
to utilise those temporary differences and losses.
Goods and Services Tax (“GST”)
Revenue, expenses and assets are recognised net of the amount of GST, except where the GST incurred is not
recoverable from the Australian Taxation Office (“ATO”), and is therefore recognised as part of the asset’s cost or as part
of the expense item. Receivables and payables are stated inclusive of GST.
The net amount of GST recoverable from, or payable to, the ATO is included as part of receivables or payables in the
consolidated statement of financial position.
3.4.2. Income Tax Expense
The major components of income tax expense are:
Consolidated statement of profit or loss and other comprehensive income – profit or
loss
Current income tax expense
Adjustment for current tax (benefit) / expense relating to prior periods
Deferred income tax expense / (benefit)
Income tax (benefit)
Deferred income tax (benefit) /expense included in income tax expense:
Decrease/(increase) in deferred tax assets
(Decrease) in deferred tax liabilities
Deferred tax (benefit) / expense from prior periods
2019
$’000
374
-
(31,545)
(31,171)
2018
$’000
1,226
(402)
(17,260)
(16,436)
2019
$’000
2018
$’000
(30,574)
(597)
-
(31,171)
(5,831)
(10,526)
(903)
(17,260)
Slater & Gordon Limited
Slater & Gordon Limited | 47
Page 37
ANNUAL REPORT 2019
Notes to the Financial Statements
For the Year Ended 30 June 2019
The prima facie tax payable on profit before tax differs from the income tax expense
as follows:
Accounting (loss) before tax of continuing operations
Profit before tax of discontinued operations
Total accounting profit before tax
At the Australian statutory income tax rate of 30% (2018: 30%)
Non-deductible expenses
Non-assessable income
Adjustments in respect to prior periods
Difference in overseas tax rate
Utilisation of tax losses and reversal of short term timing differences on which no deferred
tax asset was previously recognised
Recognition of prior years deferred tax losses
Deferred tax assets not recognised
Tax benefit on scheme transaction
Group relief (claimed)/surrendered
Income tax (benefit)
3.4.3. Recognised Tax Assets and Liabilities
Current tax assets
Balance at the beginning of the year
Disposal of UK operations
Balance at the end of the year
Current tax liability
Balance at the beginning of the year
Disposal of UK operations
Balance at the end of the year
Deferred tax assets
Provision for impairment
Employee benefits
Provision for legal costs
Accruals
Non-deducted business related costs
Unrendered WIP and disbursements not yet deducted
Other
Property, plant and equipment
Revenue losses carried forward
Total
Transfer deferred tax assets balance to deferred tax liabilities
Balance at the end of the year
(141)
230
89
27
347
-
-
-
-
(31,545)
-
-
-
(31,171)
(29,238)
126,532
97,294
29,188
148,126
(136,147)
(1,305)
(66,655)
(305)
-
17,503
(7,428)
587
(16,436)
2019
$’000
2018
$’000
-
-
-
2019
$’000
-
-
-
2019
$’000
6,082
4,920
977
3,313
2,357
7,428
2,675
2,431
37,616
67,799
(67,799)
-
3
(3)
-
2018
$’000
(8,250)
8,250
-
2018
$’000
5,747
5,360
1,276
4,176
3,508
7,428
2,812
2,459
-
32,766
(32,766)
-
48 | Slater & Gordon Limited
Slater & Gordon Limited
Page 38
ANNUAL REPORT 2019
Notes to the Financial Statements
For the Year Ended 30 June 2019
Deferred tax liabilities
Prepayments
Work in progress
Unrendered disbursements
Intangibles/Goodwill
Other
Total
Transfer of deferred tax assets balance
Net deferred tax liability balance at the end of the year
3.4.4. Unrecognised Deferred Tax Assets
(287)
(68,735)
(12,325)
76
(429)
(81,700)
67,799
(13,901)
(371)
(67,778)
(13,458)
(755)
65
(82,297)
32,766
(49,531)
At 30 June 2019 the Group has unrecognised deferred tax assets of nil (2018: $31.5m) relating to unrecognised tax losses.
3.5
Dividends
No interim or final dividend was paid, declared or proposed for the years ended 30 June 2019 or 30 June 2018.
Franking credits available
Franking credits at year end are adjusted for credits arising from payment of
provision for income tax and after deducting franking credits to be used in payment
of proposed dividends:
3.6
Earnings / (loss) per Share
2019
$’000
2018
$’000
-
-
The following reflects the loss and share data used in the calculations of basic and diluted loss per share:
Profit used in calculating basic and diluted earnings / (loss) per share
attributable to parent
Profit / (Loss) used in calculating basic and diluted earnings / (loss) per share
from continuing operations
Profit / (loss) used in calculating basic and diluted earnings / (loss) per share
from discontinued operations
Weighted average number of ordinary shares used in calculating basic
earnings / (loss) per share (‘000’s)
Adjusted weighted average number of ordinary shares used in calculating
diluted earnings / (loss) per share (‘000’s)
2019
$’000
31,260
20181
$’000
113,730
33,010
(31,722)
(1,750)
145,452
69,527
37,859
73,337
41,673
(1) The prior year comparative has been restated in accordance with the requirements of the Australian Accounting Standards as a result of the discontinued
operations.
On 8 December 2017, the Company undertook a share consolidation of 1 ordinary share for every 100 shares on issue
(refer Note 5.5). The number of shares used in calculating basic and diluted earnings / (loss) per share has been adjusted
retrospectively for the periods presented.
Note 4: Assets and Liabilities
This section shows the assets used to generate the Group’s revenue and the liabilities incurred as a result. Liabilities
relating to the Group’s financing activities are disclosed in Note 5. Deferred tax assets and liabilities are disclosed in Note
3.4.
On the following pages there are notes covering intangible assets, working capital, work in progress, other non-current
assets, payables and provisions.
Slater & Gordon Limited
Slater & Gordon Limited | 49
Page 39
ANNUAL REPORT 2019
Notes to the Financial Statements
For the Year Ended 30 June 2019
4.1
Intangible Assets
4.1.1. Accounting Policies
Goodwill
Goodwill is initially measured at cost (being the excess of the aggregate of the consideration transferred and the amount
recognised for non-controlling interests) and any previous interest held over the net identifiable assets acquired and
liabilities assumed.
Goodwill is not amortised, but it is tested annually for impairment or more frequently if events or changes in circumstances
indicate that it might be impaired.
Effective 1 May 2019, the Group acquired a group of assets from Pre-Legal Pty Ltd. The acquisition was considered a
business combination and a provisional goodwill balance of $0.9m has been recognised.
Software Development Costs
Development costs are capitalised when it is probable that the project will be a success considering its commercial and
technical feasibility; the entity is able to use or sell the asset; the entity has sufficient resources and intent to complete the
development and its costs can be measured reliably. Capitalised development expenditure is stated at cost less
accumulated amortisation and accumulated impairment losses. See 3.2.1 for amortisation policy.
Gross Cost
Accumulated amortisation
Accumulated impairment loss
At 30 June 2018
Gross Cost
Accumulated amortisation
Accumulated impairment loss
At 30 June 2019
Movement in carrying amounts
Balance at 1 July 2017
Disposal of UK operations
Additions
Exchange differences
Amortisation expense
Balance at 30 June 2018
Additions
Reclassifications from assets in
course of construction
Exchange differences
Amortisation expense
Impairment expense
Disposals
Goodwill
$’000
-
-
-
-
879
-
-
879
-
-
-
-
-
-
879
-
-
-
-
-
Balance at 30 June 2019
879
Software
Development
$’000
13,160
(7,839)
(5,066)
255
20,043
(18,864)
-
1,179
13,112
(12,186)
278
382
(1,331)
255
326
939
-
(341)
-
-
1,179
Client lists
$’000
-
-
-
-
102
(5)
-
97
-
-
-
-
-
-
102
-
-
(5)
-
-
97
Assets in
Course of
Construction
$’000
542
-
-
Total
$’000
13,702
(7,839)
(5,066)
542
797
-
-
-
-
21,024
(18,869)
-
2,155
-
-
542
-
-
542
13,112
(12,186)
820
382
(1,331)
797
397
1,704
(939)
-
-
-
-
-
-
-
(346)
-
-
2,155
4.1.2. Impairment Testing of Goodwill and Indefinite Life Intangible Assets
For the purposes of impairment testing, assets are grouped at the lowest levels for which there are separately identifiable,
largely independent, cash inflows (cash generating units “CGU’s”).
Impairment testing is completed at least annually for goodwill, intangible assets not yet ready for use and indefinite life
intangible assets, or more frequently if events or changes in circumstances indicate that the asset may be impaired.
An impairment loss is recognised where the carrying amount of the asset or CGU exceeds its recoverable amount. The
recoverable amount of an asset or CGU is defined as the higher of its fair value less costs of disposal and value-in-use.
50 | Slater & Gordon Limited
Slater & Gordon Limited
Page 40
ANNUAL REPORT 2019
Notes to the Financial Statements
For the Year Ended 30 June 2019
Critical Accounting Estimates and Judgements
Determining whether goodwill is impaired requires an estimation of the value-in-use of the CGU’s to which goodwill has
been allocated. The value-in-use calculation requires management to estimate the future cash flows expected to arise from
the CGU and a post-tax discount rate that reflects the current market assessments of the time value of money and the
risks specific to the asset in order to calculate present value. A material impairment loss may arise where the present value
of future cash flows as currently assessed are less than expected.
4.1.3. Impairment Losses Recognised
As at 30 June 2019, the Group did not recognise an impairment expense (2018: nil).
4.2 Receivables
4.2.1. Accounting Policies
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of
business. Other receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in
an active market. If collection of the amounts is expected in one year from the reporting date or less they are classified as
current assets. If not, they are presented as non-current assets.
Disbursements receivables are only recognised when it is assessed that a reimbursement will be received from the client
or on his or her behalf. The disbursements are initially recognised at the amount disbursed. If the collection is expected in
more than one year, it is discounted to the reporting date using a risk free rate. The disbursements are treated as a separate
asset.
Current
Trade receivables
Provision for Impairment
Disbursements
Provision for Impairment
Other receivables
Non-current
Disbursements
Provision for Impairment
2019
$’000
44,751
(11,013)
33,738
32,386
(2,656)
29,730
1,500
64,968
29,601
(10,582)
19,019
2018
$’000
49,078
(9,749)
39,329
35,872
(3,025)
32,847
2,721
74,897
31,117
(12,099)
19,018
Collectability of trade debtors is reviewed at each reporting period. The Group applies the AASB 9 simplified approach to
measuring ECL for all receivables, which uses a lifetime expected loss allowance. Where there is no reasonable
expectation of recovery, receivables are written off.
The ECL is based on three main parameters as described within Note 1.4. The ECL as at 30 June 2019 and 1 July 2018
(on adoption of AASB 9) was determined as follows:
Trade Receivables
Total
<30 days
30 June 2019
Gross carrying amount
Provision for impairment
30 June 2018
Gross carrying amount
Provision for impairment
44,751
11,013
49,078
9,749
20,469
1,668
21,106
593
30-60
days
8,198
751
6,341
644
61-90
days
2,857
264
2,833
327
91-180
days
>180
days
2,828
496
10,399
7,834
3,478
604
15,320
7,581
Slater & Gordon Limited
Slater & Gordon Limited | 51
Page 41
ANNUAL REPORT 2019
Notes to the Financial Statements
For the Year Ended 30 June 2019
The closing loss allowances for receivables as at 30 June 2019 reconcile to the opening loss allowances as follows:
Trade Receivables
Opening balance as at 30 June – calculated under AASB 139
Amounts restated through opening retained earnings
Opening loss allowance as at 1 July – calculated under AASB 9
Receivables written off as uncollectible
Provision for impairment recognised
Release of provisions
Disposal of UK operations
Closing Balance as at 30 June
2019
$’000
2018
$’000
(9,749) (69,437)
-
(5,695)
(15,444)
2,599
-
1,832
-
-
9,125
(9,053)
-
59,616
(11,013)
(9,749)
See Note 5.4.4 regarding credit risk of trade receivables, which explains how the Group manages and measures credit
quality of trade receivables.
4.3 Work in Progress
4.3.1 Accounting Policies
Work in progress represents client cases which have not yet reached a conclusion and comprises personal injury cases,
services performed ancillary to personal injury cases, non-personal injury cases and project litigation cases. Refer to Note
3.1 for further details.
Contracts for legal services are billed based on time incurred. As permitted under AASB 15 Revenue from Contracts with
Customers, the transaction price allocated to the unsatisfied or partially unsatisfied performance obligations under these
contracts has not been disclosed.
The Group allocates work in progress between current and non-current classifications based on a historical analysis of the
Group’s work in progress balances and velocity rates to determine expected timing of settlements.
The ECL is based on three main parameters on this basis described within Note 1.4, the ECL as at 30 June 2019 and 30
June 2018 (on adoption of AASB 9) was determined as follows:
Current
Personal injury
Litigation and emerging services
Provision for impairment
Non-current
Personal injury
Litigation and emerging services
Provision for impairment
2019
$’000
97,868
8,729
(1,093)
2018
$’000
98,104
12,660
-
105,512
110,764
120,111
2,402
(4,370)
118,143
114,760
269
-
115,029
The closing loss allowances for work in progress as at 30 June 2019 reconcile to the opening loss allowances as follows:
Opening balance as at 30 June – calculated under AASB 139
Amounts restated through opening retained earnings
Opening loss allowance as at 1 July – calculated under AASB 9
Release of provisions
Closing Balance as at 30 June
2019
$’000
-
7,744
7,744
(2,281)
5,463
2018
$’000
-
-
-
-
-
52 | Slater & Gordon Limited
Slater & Gordon Limited
Page 42
ANNUAL REPORT 2019
Notes to the Financial Statements
For the Year Ended 30 June 2019
4.4 Property, Plant and Equipment
4.4.1 Accounting Policies
Property, plant and equipment is measured at cost less accumulated depreciation and any accumulated impairment losses.
An asset’s residual value and useful life is reviewed, and adjusted if appropriate, at the end of each reporting period. Any
depreciation and impairment losses of an asset are recognised in profit or loss – see Note 3.2.1 for depreciation policy.
Gains and losses on disposal are determined by comparing the proceeds obtained for the disposal with the carrying value
of the relevant asset. These gains and losses are included in profit or loss when the asset is derecognised.
Gross Cost
Less accumulated depreciation
At 30 June 2018
Gross Cost
Less accumulated depreciation
At 30 June 2019
Movement in carrying amounts
Balance at 1 July 2017
Additions
Exchange differences
Depreciation expense
Disposals
Disposal of UK Operations
Balance at 30 June 2018
Additions
Depreciation expense
Disposals
Plant &
Equipment
$’000
Land &
Buildings
$’000
Low Value
Asset Pool
$’000
31,462
(22,731)
8,731
26,601
(20,656)
5,945
25,721
3,985
515
(5,208)
(431)
(15,851)
8,731
2,213
(3,766)
(1,233)
-
-
-
-
-
-
249
-
8
-
-
(257)
-
-
-
-
2,763
(2,122)
641
3,044
(2,359)
685
585
365
-
(248)
(61)
-
641
341
(290)
(7)
Total
$’000
34,225
(24,853)
9,372
29,645
(23,015)
6,630
26,555
4,350
523
(5,456)
(492)
(16,108)
9,372
2,554
(4,056)
(1,240)
6,630
Balance at 30 June 2019
The carrying amount of plant and equipment under finance lease included above amounted to nil (30 June 2018: $1,000).
5,945
685
-
4.5 Payables
4.5.1 Accounting Policies
Trade creditors and accruals are carried at amortised cost and represent liabilities for goods and services provided to the
Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future
payments in respect of the purchase of these goods and services.
Legal creditors are carried at amortised cost and represent liabilities in relation to disbursements where there is an
agreement with the vendor that payment will not be made by the Group, until the Group has received payment from any
settlement proceeds on the matter.
Vendor liabilities are carried at net present value and refer to deferred consideration payable to vendors in relation to
previous acquisitions.
Unsecured liabilities
Current
Trade creditors and accruals
Legal creditors
Vendor liabilities – acquisitions
Third party disbursements
Balance at 30 June 2019
Non-current
Third party disbursements
Balance at 30 June 2019
2019
$’000
2018
$’000
18,836
29,635
-
5,105
53,576
22,422
29,541
128
4,872
56,963
4,890
4,890
4,497
4,497
Slater & Gordon Limited
Slater & Gordon Limited | 53
Page 43
ANNUAL REPORT 2019
Notes to the Financial Statements
For the Year Ended 30 June 2019
The Group has an agreement with a third party disbursement funder, Equal Access Funding Proprietary Limited (‘EAF’),
who funds disbursements in respect of individual matters and are reimbursed out of any settlement proceeds on the matter.
The Group has provided a financial guarantee to EAF for the repayment of clients’ obligations in certain circumstances.
In July 2018, the Group entered into an Exclusive Service Provider Deed with MAF Credit Pty Ltd (‘MAF’) to provide
disbursement funding to clients. The funding facility is available for 30 months and can be extended for a further 18 months.
The Group has provided a financial guarantee to MAF for the repayment of clients’ obligations in certain circumstances.
Both disbursement funding facilities are presented in the statement of financial position within payables with a
corresponding financial asset in receivables. An assessment of the financial asset has been performed in line with AASB
9 and a provision has been recognised against the asset.
The Group previously accounted for third party disbursement funding by recognising a provision. The accounting treatment
has been changed as outlined above to align treatment to both facilities. The prior year comparative balances have been
restated, resulting in an increase of both receivables and payables of $9.4m. The provision for third party disbursements
of $2.4m has been reclassified from provisions to reduce third party disbursement asset.
4.6 Provisions
4.6.1
Accounting Policies
Non-employee provisions are recognised when the Group has a present obligation (legal or constructive) as a result of
past events, for which it is probable that an outflow of economic benefits will result in an amount that can be reliably
measured.
Solicitor Liability Claims – Critical Accounting Estimates and Judgements
A provision for solicitor liability claims is made for the potential future cost of claims brought against the Group by former
clients. The provision relates to open claims and potential future claims as identified at the end of the reporting period. The
provision is determined based on historical data, taking into account the nature of the existing claim, includes the estimated
maximum amount payable by the Group under its Professional Indemnity Insurance Policy on all claims notified to its
insurer.
Employee Benefits
Liabilities arising in respect of wages and salaries, annual leave and any other employee benefits expected to be settled
within twelve months of the reporting date are measured at the amounts based on remuneration rates which are expected
to be paid when the liability is settled. Liabilities arising later than one year have been measured at the present value of
the estimated future cash outflows to be made for those benefits. These estimated future cash flows have been discounted
using market yields, at the reporting date, on high quality corporate bonds with matching terms to maturity.
A bonus provision is recognised when it is payable in accordance with the employee’s contract of employment and the
amount can be reliably measured.
A provision for termination benefits is recognised 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.
Employee benefit obligations are presented as current liabilities 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.
Onerous Contracts
An onerous contract is a contract in which the unavoidable costs of meeting the obligations under the contract exceed the
economic benefits expected to be received under it. The unavoidable costs are the lower of the cost of fulfilling the contract
and any compensation or penalties arising from failure to fulfil the contract. The economic benefits expected to be received
include direct and indirect benefits under the contract and contractual and non-contractual benefits.
A provision for onerous contracts is measured at the present value of the lower of the expected cost of terminating the
contract and the expected net cost of continuing with the contract. For leased premises, the provision also includes any
costs associated with remediating the premises to the condition agreed in the contract. Before a provision is established,
the Group recognises any impairment loss on the assets associated with that contract if applicable.
54 | Slater & Gordon Limited
Slater & Gordon Limited
Page 44
ANNUAL REPORT 2019
Notes to the Financial Statements
For the Year Ended 30 June 2019
4.6.2 Provisions
Current
Employee benefits
Solicitor liability claims
Provision for onerous contracts
Non-current
Employee benefits
Provision for onerous contracts
Solicitor liability claims
2019
$’000
14,894
1,893
1,166
17,953
1,506
2,771
1,364
5,641
2018
$’000
15,322
3,291
2,672
21,285
2,497
2,929
960
6,386
Note 5: Capital Structure and Financing
This section outlines how the Group manages its capital structure and related financing costs, including its balance sheet
liquidity and access to capital markets.
5.1. Cash and Cash Equivalents
5.1.1. Accounting Policies
Cash and cash equivalents comprise cash on hand, deposits held at call with banks and short-term deposits with an original
maturity of three months or less. For the purposes of the consolidated statement of cash flows, cash and cash equivalents
consist of cash and cash equivalents as defined above, net of outstanding banking overdrafts.
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.
5.2. Financing Arrangements
5.2.1. Accounting Policies
Borrowing Costs
Borrowing costs can include interest expense, finance charges in respect of finance leases, amortisation of discounts or
premiums, ancillary costs relating to borrowings, and exchange differences arising from foreign currency borrowings to the
extent that they are regarded as an adjustment to interest costs.
5.2.2. Financing Arrangements
Debt Facilities
At the reporting date, the Group had the following debt facilities:
a) Refinanced Super Senior Facility ($65m) with a termination date of 22 December 2020. The facility incurs fixed
fees and a fixed interest rate, with interest being capitalised and is not payable until the end of the term. There is
no amortisation required over the life of this facility. The total undrawn amount of the facility is nil at 30 June 2019
(2018: nil).
b) Restated Syndicated Facility Agreement ($60m) with a termination date of 22 December 2022. Interest is
capitalized and is not payable until the end of the term. There is no amortisation required over the life of this
facility. The total undrawn amount of the facility is nil at 30 June 2019 (30 June 2018: nil).
Payment of the deferred restructure fee relating to the previous restructure of the facility in May 2016, which
comprised warrants and cash of $1.6m and GBP 5.3m, has been deferred and is due at the termination date.
c) Disbursement asset backed facility ($28m) secured against disbursement assets (the security pool). Future
receipts of the security pool must be applied in repayment of the facility when they are received, accordingly the
amount classified as current is based on expected disbursement receipts. Any outstanding balance is fully
repayable on 29 December 2020. Interest on the facility is payable annually in advance.
In November 2018, the Group renegotiated the disbursement asset backed facility to provide a maximum
additional facility of $15.0m. In May 2019, the Group amended the agreement to extend the availability period for
a transitional facility of $10m until 31 December 2019 from the previously agreed date of 30 June 2019. The
additional facility is available until 31 December 2019 and is limited through the application of loan covenant
requirements. The line fee of 1.5% per annum is payable in arrears each month. In May 2019, a decision was
made to draw down an additional $6m. As at 30 June 2019, the remaining undrawn facility totals $4m.
Slater & Gordon Limited
Slater & Gordon Limited | 55
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ANNUAL REPORT 2019
Notes to the Financial Statements
For the Year Ended 30 June 2019
Watchstone Receivable
As partial consideration for the transfer of Slater & Gordon (UK) 1 Limited (S&G UK) shares from the Group to Slater &
Gordon UK Holdings Limited on 15 December 2017, the Group has recourse to the first $40.0m of any proceeds that S&G
UK receives (after payment of all costs of the litigation) from successful settlement of the Watchstone-related claims (refer
to Note 7.2). These are required to be applied to reduce the Super Senior Facility. This amount represents a contingent
asset, and has not been recognised as a receivable as the inflow of economic benefits is not considered virtually certain.
Security
The security that was provided over the Australian Operations in respect of secured facilities of the UK Operations was
released in full on implementation of the Senior Lender Scheme in December 2017. No ongoing security has been provided
by the Australian Group for UK debt. For details of other security provided to S&G UK by the Australian Operations, please
refer Note 7.
Net Debt
As at 30 June 2019, the Group has fully drawn its Syndicated Facility Agreement and Super Senior Facility.
The Group had cash on hand of $12,633,000 (30 June 2018: $18,778,000), offset by debt of $148,445,000 and deferred
restructure fees of $10,204,000 resulting in net debt of $146,016,000 (30 June 2018: $136,341,000).
Covenants position
The Group was in compliance with all financial banking covenants as at 30 June 2019.
Debt reconciliation
Balance at 30 June 2018
Drawdowns
Repayments
Foreign currency translation
movement
Borrowing cost unwind
Accrued interest
Balance at 30 June 2019
Super
senior
facility
$'000
69,514
-
(1,678)
-
-
6,952
74,788
Syndicated
Facility
Agreement
$'000
61,265
-
-
-
-
2,540
Fees
$'000
11,417
-
(1,600)
114
-
273
5.2.3. Summary of Borrowing Arrangements
At reporting date, the following banking facilities had been executed and were available.
63,805
10,204
9,852
Disbursement
asset backed
facility
$'000
Finance
Lease
Liability
$'000
12,922
11,000
(14,126)
-
56
-
1
-
(1)
-
-
-
-
2019
$’000
65,000
60,000
28,000
0
Total
155,119
11,000
(17,405)
114
56
9,765
158,649
2018
$’000
65,000
60,000
13,000
1
Total banking facilities
Super senior facility
Syndicated facility agreement
Disbursement backed asset facility
Finance lease facility
Total credit facilities
Facilities utilised
Current
Disbursement asset backed facility
Super senior facility(1)
Underwriter fees
Finance lease liability
Non-current
Disbursement asset backed facility
Super senior facility(2)
Deferred restructure fee
Syndicated facility agreement(2)
153,000
138,001
Maturity
Ongoing until 29 Dec 2020
9,852
24 Dec 2018
24 Dec 2018
2 Jul 2018
-
-
-
8,519
1,678
1,600
1
Ongoing until 29 Dec 2020
22 Dec 2020
22 Dec 2022
22 Dec 2022
9,852
11,798
-
74,788
10,204
63,805
4,403
67,836
9,817
61,265
148,797
143,321
(1) 30 June 2018 balance includes accrued interest capitalised prior to Recapitalisation of $1,678,000. The interest has been repaid during the financial year
ended 30 June 2019.
(2) Includes capitalised interest costs as agreed with the lenders.
56 | Slater & Gordon Limited
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Page 46
ANNUAL REPORT 2019
Notes to the Financial Statements
For the Year Ended 30 June 2019
A portion of the bills of exchange was the subject of interest rate swaps to hedge the risk of an adverse interest rate
movement. Hedging was discontinued on implementation of the Senior Lender Scheme.
5.3. Leasing
5.3.1. Accounting Policies
The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement at the
inception of the lease and requires an assessment of whether the fulfilment of the arrangement is dependent on the use
of a specific asset or assets and the arrangement conveys a right to use the asset, even if the right is not explicitly specified
in the arrangement. The lease is classified at the inception date as a finance lease or an operating lease.
Finance Leases
A lease that transfers substantially all of the risks and rewards incidental to ownership to the Group is classified as a finance
lease.
Finance leases are capitalised at the commencement of the lease, at the inception date fair value of the leased property
or, if lower, the present value of the minimum lease payments. Lease payments are apportioned between finance charges
and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability.
Finance charges are recognised as finance costs in the Statement of Profit or Loss and Other Comprehensive Income.
Leased assets are depreciated on a straight line basis over their estimated useful lives where it is likely the Group will
obtain ownership of the asset, or if not, over the shorter of the estimated useful life of the asset and the term of the lease.
The Group leased a certain number of its fixed assets under finance leases. These were settled during the year prior year.
Operating Leases
An operating lease is a lease other than a finance lease. Operating lease payments are recognised as an operating
expense in the Statement of Profit or Loss and Other Comprehensive Income on a straight-line basis over the lease term.
Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the life of
the lease.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the relevant
taxation authority. Future minimum rentals payable under non-cancellable operating leases as at 30 June are, as follows:
Within one year
One year or later and not later than five years
Greater than five years
2019
$’000
10,358
30,535
5,422
46,315
2018
$’000
13,525
24,531
8,250
46,306
Standards issued but not yet effective as at 30 June 2019 impacting leases
AASB 16 Leases (effective 1 July 2019) represents a significant change to how lessees account for leases.
See Note 6.4 for further details of impacts on the transition date of 1 July 2019.
5.4. Financial Risk Management
5.4.1. Accounting Policies
The Group’s principal financial instruments comprise cash and cash equivalents, loans and trade receivables,
disbursements, work in progress, trade payables and loans. The classification of financial instruments depends on the
purpose for which the instruments were acquired. Management determines the classification of its financial instruments at
initial recognition.
Financial Assets
From 1 July 2018, under AASB 9, the Group assesses which of its financial assets are measured at fair value through
other comprehensive income, fair value through profit or loss, or amortised cost. The classification is generally based on
the business model in which a financial asset is managed and its contractual cash flow characteristics. The determination
of the business model within which a financial asset is held has been made on the basis of the facts and circumstances
that existed at the date of initial application.
Based on the necessary assessments, the Group has designated all its financial assets to be measured at amortised cost,
which does not result in a reclassification relative to the comparative reporting period. The effect of adopting AASB 9 on
the carrying amounts of financial assets at 1 July 2018 relates solely to the new impairment requirements, as described in
notes 1.4 and 4.2.1.
Loans and receivables are non-interest bearing, non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market. These are initially recognised based on fair value plus directly attributable transaction
costs that are subsequently measured using the effective interest method at amortised cost and are subject to impairment.
Slater & Gordon Limited
Slater & Gordon Limited | 57
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ANNUAL REPORT 2019
Notes to the Financial Statements
For the Year Ended 30 June 2019
Financial assets are tested for impairment on a forward-looking basis to calculate the associated ECL and to establish
whether there is any objective evidence of resulting impairment. Gains and losses are recognised in profit or loss when
the asset is derecognised, modified or impaired. 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.
Financial Liabilities
From 1 July 2018, under AASB 9 the Group assesses which of its financial liabilities are measured at either fair value
through profit or loss or at amortised cost. Financial liabilities include trade payables, other creditors and loans from third
parties including loans from or other amounts due to director-related entities.
Based on the necessary assessments, the Group has designated all its financial liabilities to be measured at amortised
cost which does not result in a reclassification relative to the comparative reporting period. AASB 9 largely retains the
existing requirements in AASB 139 for the classification and measurement of financial liabilities. As such, the adoption of
AASB 9 has not had a significant effect on the Group’s accounting policies related to financial liabilities.
Financial liabilities are recognised at amortised cost, comprising original debt, net of directly attributable transaction costs
less principal payments and amortisation using the effective interest rate method. The implied interest expense is
recognised in profit or loss.
5.4.2. Interest Rate Risk
The Group's exposure to interest rate risk and the effective interest rates of non-derivative financial assets and financial
liabilities both recognised and unrecognised at the end of the reporting period are as follows:
Variable interest rate Fixed interest rate
2018
$’000
2019
$’000
2018
$’000
2019
$’000
Total
2019
$’000
2018
$’000
Financial assets
Financial assets held at amortised cost
Cash and bank guarantees on deposit(1)
Total financial assets
Financial liabilities
Financial liabilities held at amortised cost
Other current liabilities
Finance lease liability
Disbursement backed asset facility
Super senior facility
Debt raising costs under the SFA
Syndicated facility agreement
Total financial liabilities
16,807
16,807
22,711
22,711
-
-
-
-
16,807
16,807
22,711
22,711
-
-
-
-
-
63,805
63,805
-
-
-
-
-
61,265
-
-
9,852
74,788
10,204
-
61,265
94,844
-
1
12,922
69,514
9,817
-
92,254
-
-
9,852
74,788
10,204
63,805
-
1
12,922
69,514
9,817
61,265
158,649
153,519
(1) This includes cash and cash equivalents of $12,633,000 and restricted bank guarantees on deposit of $4,174,000.
The Group manages the exposure through the ongoing monitoring of interest rates.
5.4.3. Foreign Exchange Risk
Foreign 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. The Group’s exposure to foreign currency risk relates primarily to amounts payable in
foreign currency (GBP4,863,000 at 30 June 2019). The Group’s investment in the UK operations was transferred under
the Senior Lender Scheme on 15 December 2017. At 30 June 2018, the balance accumulated in the foreign currency
translation reserve ($17,104,000 gain) was reclassified from equity to profit or loss on transfer of the UK operations.
The Group has no other significant exposures to foreign exchange risk.
Foreign Exchange Rate Sensitivity
If foreign exchange rates were to increase/decrease by 10 per cent from rates used to determine fair values as at the end
of the reporting period, assuming all other variables that might impact on fair value remain constant, then the impact on
profit for the year would be as follows:
58 | Slater & Gordon Limited
Slater & Gordon Limited
Page 48
ANNUAL REPORT 2019
Notes to the Financial Statements
For the Year Ended 30 June 2019
Impact on profit after tax – 10% decrease in AUD/GBP exchange rate
Impact on profit after tax – 10% increase in AUD/GBP exchange rate
5.4.4. Credit Risk
2019
$’000
(666)
545
2018
$’000
(583)
530
Credit risk arises from the financial assets of the Group. The main exposure to credit risk in the Group is represented by
receivables (debtors and disbursements) owing to the Group. The Group’s exposure to credit risk arises from the potential
default of the counterparty, with a maximum exposure equal to the carrying amount of those assets as disclosed in the
statement of financial position and notes to the financial statements.
The Group held cash and cash equivalents and restricted bank guarantees on deposit of $16,807,000 at 30 June 2019 (30
June 2018: $22,711,000). The credit risk associated with cash and cash equivalents is considered minimal as the cash
and cash equivalents are held with reputable financial institutions in Australia.
Receivables
There is also credit risk associated with unrendered disbursements and trade receivables. Once client matters are billed,
a significant portion of receivables related to the personal injuries business are considered low risk. This is because these
receivables are collected directly from settlements paid by insurers into trust funds held on behalf of the Group’s clients.
For the non-personal injury law business, the Group is exposed to the credit risk associated with the client’s ability to meet
their obligations under the fee and retainer agreement. The Group minimises the concentration of this credit risk by
undertaking transactions with a large number of clients. The Group applies the AASB 9 simplified approach to measuring
the ECL for receivables, which uses a lifetime expected loss allowance for ECL for all receivables – see notes 1.4 and
4.2.1 for further details.
Management of Credit Risk
The Group actively manages its credit risk by:
• assessing the capability of a client to meet its obligations under the fee and retainer agreement;
• periodically reviewing the reasons for bad debt write-offs in order to improve the future decision making process;
• maintaining an adequate provision against the future recovery of debtors and disbursements;
•
including in Management and lawyers’ key performance indicators (KPIs) measures in respect of debtors,
disbursements and collections;
• providing ongoing training to staff in the management of their personal and practice group debtor portfolios; and
• where necessary, pursuing the recovery of debts owed to the Group through external mercantile agents and the courts.
Due to the nature of the “No Win No Fee” arrangements applicable to the majority of the legal matters managed by the
Group there can be considerable time between initiation and settlement of a matter. While time increases in the ageing
profile of receivables, particularly disbursements, it does not always increase the associated credit risk.
Management performs periodic assessment of the recoverability of receivables, and provisions are calculated based on
historical write-offs of the receivables as well as any known circumstances relating to the matters in progress.
5.4.5. Liquidity Risk
The Group’s objective is to maintain a balance between the continuity of funding and flexibility through the use of operating
cash flows and committed available credit facilities. The Group actively reviews its funding position to ensure the available
facilities are adequate to meet its current and anticipated needs.
The Group manages liquidity risk by monitoring forecast cash flows and ensuring that adequate borrowing facilities are
maintained. Refer to the statement of cash flows and Note 3.3 Cash Flow Information, for further information on the
historical cash flows. Further information in relation to bank facilities available and utilised are outlined in Note 5.2 Financing
Arrangements. KPIs are set for practitioners relating to budgeted fee events, which are closely monitored by senior
management.
Maturity Analysis
The table below represents the estimated and undiscounted contractual settlement terms for financial instruments and
management’s expectation for settlement of undiscounted maturities. Cash flows for floating rate financial instruments
have been presented based on the rate prevailing at the balance date.
Slater & Gordon Limited
Slater & Gordon Limited | 59
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ANNUAL REPORT 2019
Notes to the Financial Statements
For the Year Ended 30 June 2019
2019
Non-derivative financial liabilities
Payables
Borrowings
Financial liability maturities
2018
Non-derivative financial liabilities
Payables
Borrowings
Financial liability maturities
5.5. Contributed Equity
Ordinary shares fully paid
Balance at the end of the year
Movement in Ordinary Share Capital
< 12 Months
$’000
53,576
8,909
62,485
1-5 years
$’000
4,890
170,972
175,862
Total contractual
cash flows
$’000
58,466
179,881
238,347
Carrying
amount
$’000
58,466
158,649
217,115
56,963
14,026
70,989
4,497
175,599
180,096
61,460
189,625
251,085
61,460
155,119
216,579
2019
Shares
69,527,235
2019
$’000
1,351,533
69,527,235
1,351,533
2018
Shares
69,527,235
69,527,235
2018
$’000
1,348,581
1,348,581
Balance at the beginning of the year
69,527,235
1,348,581
347,245,601
1,119,235
Issued during the year
• Consolidation of share prior to
Recapitalisation(1)
• Issuance of shares under Senior Lender
Scheme
• Transfer from share-based payment reserve
Balance at the end of the year
-
-
-
-
(343,769,240)
-
-
2,952
66,050,874
-
221,270
8,076
69,257,235
1,351,533
69,527,235
1,348,581
Total Share Capital balance at the end of the
year
69,257,235
1,351,533
69,527,235
1,348,581
(1) On 8 December 2017, the Company undertook a share consolidation of 1 ordinary share for every 100 on issue.
Ordinary Shares
Ordinary shares participate in dividends and the proceeds on winding up of the Company in proportion to the number of
shares held. At shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each
shareholder has one vote on a show of hands.
The Company did not pay any dividends during the financial year ended 30 June 2019 (30 June 2018: $Nil).
5.6. Share-Based Payment Arrangements
5.6.1. Accounting Policies
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of
the equity instruments at the grant date.
The consolidated entity operated 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. 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.
Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the
goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at
the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty
renders the service.
60 | Slater & Gordon Limited
Slater & Gordon Limited
Page 50
ANNUAL REPORT 2019
Notes to the Financial Statements
For the Year Ended 30 June 2019
5.6.2. Employee Equity Incentive Plan (“EIP”)
The liability for cash-settled share-based payment transactions needs to be remeasured at the end of each reporting period
up to the date of settlement, with any changes in fair value recognised in the profit or loss. This requires a reassessment
of the estimates used at the end of each reporting period.
The Company introduced a broad based equity incentive plan which was approved by the Shareholders at the 2014 Annual
General Meeting.
(i).
Exempt Share Save Scheme (“SSS”)
In 2015 the Group introduced an offer for Exempt Shares in the EIP. The SSS gave the Company’s employees the
opportunity to acquire shares in the Company. Each year, participating employees could make contributions from their pre-
tax salary to acquire $500 worth of shares. Such employee contributions were matched by the Company with an additional
$500 worth of shares being acquired for each participating employee. All employees who were Australian tax residents
with at least 6 months service were entitled to participate in this Plan. Shares acquired under the SSS were subject to a
holding period of 3 years. During FY19, SSS shares were sold on market by the SSS trustee unless participants opted out,
in which case their shares were transferred to them. The proceeds of sale were paid to the participants who had not opted
out. The SSS has now concluded.
(ii).
Share Incentive Plan (“SIP”)
The EIP also incorporated a tax-approved scheme for employees in the UK. The SIP gave the Company’s employees the
opportunity to acquire shares in the Company. Employees could make contributions from their pre-tax salary to acquire
shares to a maximum value of £375. Such employee contributions were matched by the Company with a free share for
every share purchased by the employee. All employees of the Group in the UK with at least 6 months service were entitled
to participate in the SIP. Shares acquired under this plan are held in trust by MM&K Share Plan Trustee Ltd for a period of
five years from the date of acquisition. The SIP is in runoff and no further shares will be issued. There was no issue of
shares under this plan during the year ended 30 June 2019 (30 June 2018: Nil shares).
5.6.3. Share Based Payment Arrangements to Former Owners
Included in the terms of a number of purchase agreements entered into by the Group is an arrangement whereby the
payment of cash consideration to and/or the retention of share-based consideration by the vendors of acquired entities is
contingent upon the relevant vendors remaining with the Group for a defined period. If a vendor ceases to remain with the
Group for the prescribed period, the vendor may forfeit its entitlement to payment of the cash consideration and/or its ability
to retain its share-based consideration, at the discretion of the Group.
These arrangements are treated as a share-based payment transaction with the former owners. The transaction is
measured at the fair value of the equity instruments granted and then recognised as an expense over the vesting period
as agreed per each contract. The relevant expense is disclosed in the statement of profit or loss and other comprehensive
income.
5.6.4. Share Based Payment Arrangements under the Syndicated Facility Agreement (“SFA”)
As referred to in Note 5.2.2, in May 2016, the terms of the multicurrency SFA in place at that time were revised. Under the
revised terms, the Group is required to pay a deferred restructure fee to its lenders on refinancing or maturity of the debt
in the form of cash or warrants, at the irrevocable option of the lender. As reported to the market on 6 June 2016, 58.4%
of lenders elected to be paid in cash whilst 41.6% elected to be paid in warrants.
The deferred restructure fee was accounted for as a compound share-based payment within the scope of AASB 2, including
a debt and equity component. The total value of the restructure fee was measured directly, with reference to the fair value
of the debt establishment services, being $17,821,000. This was determined by proxy as the present value of the cash
settlement option amounted to $20,175,000. Therefore the initial liability was recognised at $17,821,000 and the residual
equity component was initially measured at nil.
Partial settlement of the deferred restructure fee liability occurred in June 2016 when 41.6% of the lenders elected to take
the warrant payment option. This resulted in a reclassification from liability to share based payment reserve in equity of
$7,413,000 with no gain or loss recognised on reclassification. Despite not being due until at least 29 May 2018, the
warrants vested immediately, as there are no conditions attached to the exercise of the warrants. This equity component
is not remeasured after vesting and no gain or loss will be recognised when the share capital is issued on settlement. The
remaining cash payment was treated as a cash-settled share-based payment, and is due to paid upon refinancing and
maturity of the debt.
As a result of the revision of the SFA under the Senior Lender Scheme on 22 December 2017, the deferred restructure fee
was further deferred. It is now due at the end of the new 5 year term, and the cash portion of the deferred restructure fee
was remeasured to fair value at that date. The liability recognised for the remaining cash component as at 30 June 2019
is $10,204,000 (30 June 2018: $9,817,000) and is included in the net long term borrowings amounts as detailed in Note
5.2.3.
Slater & Gordon Limited
Slater & Gordon Limited | 61
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ANNUAL REPORT 2019
Notes to the Financial Statements
For the Year Ended 30 June 2019
Note 6: Other Notes
6.1. Related Party Disclosures
6.1.1. Equity Interests in Related Parties
The table below lists the primary operating controlled entities of the Group. Individual controlled entities that are dormant
have not been listed. All are owned 100% unless noted.
Country of Incorporation
Australia
Trilby Misso Lawyers Limited
Slater & Gordon Lawyers NSW Pty Limited
Conveyancing Works (Qld) Pty Limited
Schultz Toomey O’Brien Pty Ltd
All States Legal Co Pty Ltd
SG NSW Pty Ltd
% Equity
Interest
2019
2018
100% 100%
100% 100%
100% 100%
100% 100%
100% 100%
100% 100%
The Immediate Parent Entity of the Group is AIO V Finance (Ireland) DAC, incorporated in Ireland. The Ultimate Parent
Entity is Anchorage Capital Group LLC incorporated in the United States of America.
6.1.2. Guarantees for UK lease obligations
The Company and S&G UK entered into certain transitional arrangements that are governed by a business separation
agreement (“BSA”) to effect the separation of the Group’s UK operations and subsidiaries from its Australian operations
under the Senior Lender Scheme.
The transitional arrangements required the parties to the BSA to seek to procure that the Company is released from parent
guarantees and other forms of security and financial support that it has provided to the UK operations. Any potential
material contingent liability relates to parent guarantees for UK leases for the major office premises used by the UK
operations.
The BSA provides that S&G UK must use reasonable endeavors to have the parent guarantees released and that this
must be completed within 18 months of the date of implementation of the Recapitalisation on 15 December 2017 (or such
longer period as agreed between the Company and S&G UK).
If, during the transition period, the UK operations default on the UK leases subject to the parent guarantees, and those
parent guarantees have not yet been released, the Company may be liable for any unpaid amounts under those leases at
the time of default. Any contingent liability has the potential to be material in the event that the UK operations were in
default and the parent guarantees were called upon and the Company was unable to take steps that are typically
commercially available to mitigate its loss, such as sub-leasing. This agreement was extended during the year for two of
S&G UK’s remaining leases for a further 12 months, until 22 June 2020. At 30 June 2019, the aggregate unpaid amounts
under these lease agreements for the remainder of the lease terms are $89,105,366 (GBP47,857,224), (30 June 2018:
$87,762,000; GBP49,219,009).
It is not currently possible for the Company to estimate any liability or contingent liability under these guarantees as there
would need to be an event of default by the UK operations to cause any liability. In addition, numerous factors would impact
the extent of any potential liability in that event, such as when the guarantee would be called and the amounts outstanding
at that time, the Company’s ability to take steps to mitigate loss, including subleasing the premises, and its capacity to
negotiate with the third parties who have the right to call on those guarantees. Liability in respect of these guarantees will
only arise if the UK operations default on their obligations under the leases and other material contracts subject to a parent
guarantee, prior to an agreement being made to release that guarantee.
6.1.3. Deed of Cross Guarantee
All Australian entities are parties to a deed of cross guarantee under which each company guarantees the debts of the
others. By entering into the deed, the wholly-owned entities have been relieved from the requirement to prepare a financial
report and directors’ report under Corporations Instrument 2016/785 dated 17 December 2016 issued by the Australian
Securities and Investments Commission.
62 | Slater & Gordon Limited
Slater & Gordon Limited
Page 52
ANNUAL REPORT 2019
Notes to the Financial Statements
For the Year Ended 30 June 2019
6.1.4. Key Management Personnel Compensation
Compensation by category
Short-term employment benefits(1)
Post-employment benefits
Other long term employment benefits
Termination benefits
Share based payments
Other benefits
2019
$
2018
$
2,691,503
107,691
6,982
544,435
-
15,255
2,325,760
108,655
67,887
356,592
-
63,362
3,365,866
2,922,256
(1)
The amounts do not include fees attributable to Merrick Howes and Nil Stoesser as the Company does not pay them any fees or remuneration.
6.1.5. Transactions with AIO V Finance (Ireland) DAC (Immediate Parent Entity)
AIO V Finance (Ireland) DAC became the Immediate Parent Entity of the Group on implementation of the Senior Lender
Scheme, obtaining 53.36% of the Group’s ordinary shares. The following transactions are shown from 22 December 2017,
the date from which AIO V Finance (Ireland) DAC was a related party.
Loans from Immediate Parent Entity
Opening balance
Debt balance on becoming related party
Additional drawdowns
Interest charged
Foreign exchange movement
Closing balance outstanding 30 June
Transactions with Immediate Parent Entity
Issue of new ordinary shares by SGL under the Senior Lender Scheme
2019
$’000
76,524
-
-
5,370
40
81,934
2019
$
-
2018
$’000
-
59,149
14,042
3,275
58
76,524
2018
$
118,072,528
In addition to the above, AIO V Finance (Ireland) DAC has holds $7,334,846 (30 June 2018: $7,767,686) of warrants issued
under the equity component of the deferred restructure fee (see Note 5.6.4). This was recognised as a share based
payment expense in the period ended 30 June 2016.
The loan facilities are advanced by the Immediate Parent Entity as one of the members of the Senior Lender Scheme, on
the same terms as those agreed with the other lenders. The facilities are unsecured, and repayable in cash on maturity.
Further details of the terms of the facilities are provided in Note 5.2.2.
6.1.6. Transactions with Other Related Parties
The shareholdings of related parties and remuneration of KMP are disclosed in the Directors’ Report.
Effective 7 November 2018, Scott Butterworth was appointed Chief Financial Officer (CFO) of the Company. Mr.
Butterworth is the sole proprietor of Strategic Value Partners which provided strategic consulting services to the Company,
during the period prior to his appointment as CFO. The contract was based on normal commercial terms and conditions
and was for a value of $477,937 (excl. GST).
Effective 24 May 2019, Mark Dewar was appointed as a Director of the Company. Mr Dewar is the Senior Managing
Director in Australia of the independent business advisory firm, FTI Consulting. The firm provided interim Chief
Transformation Officer role services for a value of $124,529.07 (excl. GST). Outstanding receivables, if any, between
related parties are included in Note 4.2. Outstanding payables, if any, are included in Note 4.6.
Slater & Gordon Limited
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ANNUAL REPORT 2019
Notes to the Financial Statements
For the Year Ended 30 June 2019
6.2. Parent Entity Disclosures
As at, and throughout, the financial year ended 30 June 2019 the parent entity of the Group was Slater & Gordon Limited.
Investments in subsidiary are accounted for at cost, less any impairment recognised since acquisition.
Results of parent entity
Loss for the year
Other comprehensive income
Total comprehensive loss for the year
Financial position for the parent entity at year end
Current assets
Total assets
Current liabilities
Total liabilities
Total equity of the Parent
Contributed equity
Reserves
Accumulated losses
Total Equity
6.3. Auditor’s Remuneration
2019
$’000
(10,657)
-
(10,657)
105,962
241,305
76,169
239,973
2018
$’000
(173,682)
597
(173,085)
130,526
256,349
80,116
271,577
1,351,484
9,933
(1,360,085)
1,332
1,348,528
12,885
(1,376,641)
(15,228)
The auditor of the Group for the year ended 30 June 2019 is Ernst & Young (30 June 2018: Ernst & Young).
Audit Services
Ernst & Young
Audit and review of financial reports
Other assurance services – trust account audit
Other regulatory services
Overseas Ernst & Young firms
Audit and review of financial reports
Other Services
Ernst & Young
Other – consulting services
2019
$
2018
$
560,000
89,800
-
-
649,800
710,000
90,000
59,500
947,019
1,806,519
-
-
649,800
1,806,519
6.4. Accounting Standards issued but not yet effective at 30 June 2019
At the date of authorisation of the financial statements, the Standards and Interpretations that were issued but not yet
effective, and which have not been early adopted, are listed below. A formal and detailed assessment of the expected
impacts of these standards and interpretations is currently underway with the initial findings for each new accounting
standard noted in the relevant sections below.
Reference
Title
AASB Interpretation 23
Uncertainty over Income
Tax Treatments
Application date of
Standard
Application date for
Group
1 January 2019
1 July 2019
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ANNUAL REPORT 2019
Notes to the Financial Statements
For the Year Ended 30 June 2019
The interpretation clarifies the application of the recognition and measurement criteria in AASB 12 Income Taxes when
there is uncertainty over income tax treatments. The interpretation specifically addresses the following:
• Whether an entity considers uncertain tax treatments separately;
• The assumptions an entity makes about the examination of tax treatment by taxation authorities;
• How an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates;
• How an entity considers changes in facts and circumstances.
The Group does not expect that the impact of applying AASB Interpretation 23 will be material.
Reference
AASB 16
Title
Leases
Application date of
Standard
1 January 2019
Application date for
Group
1 July 2019
AASB 16 replaces the following standards and interpretations:
● AASB 117 Leases,
●
IFRIC 4 Determining whether an Arrangement Contains a Lease
● SIC-15 Operating leases incentives
● SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease
The key features of AASB 16 are as follows:
Lessee Accounting
● Lessees are required to recognise assets and liabilities on the Statement of Financial Position for all leases with
a term of more than 12 months, unless the underlying asset is of low value.
● Assets and liabilities arising from a lease are initially measured on a present value basis. The measurement
includes non-cancellable lease payments (including inflation-linked payments), and also includes payments to be
made in optional periods if the lessee is reasonably certain to exercise an option to extend the lease, or not to
exercise an option to terminate the lease.
● Lessees are required to separately recognise the interest expense on the lease liability and the depreciation
expense on the right-of-use asset in the Statement of Profit and Loss. This will replace operating lease expense
under the current lease standard AASB 117 Leases.
● AASB 16 contains additional disclosure requirements for lessees.
Lessor Accounting
● AASB 16 substantially carries forward the lessor accounting requirements in the current lease standard AASB
117 Leases. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to
account for those two types of leases differently.
● AASB 16 also requires enhanced disclosures to be provided by lessors that will improve information disclosed
about a lessor’s risk exposure, particularly to residual value risk.
The Company is currently examining the impact of AASB 16, which applies from 1 January 2019. The Company has
selected and implemented a system solution to capture all leases in scope, maintain lease data subsequently and calculate
accounting entries continuously for all reporting period in compliance with all aspects of the standard. The Company is in
the final stages of the assessment determining the impact on its financial statements.
The Company expects to adopt AASB 16 using the modified retrospective transition approach with application of the option
to measure the right-of-use asset at an amount equal to the lease liability.
Furthermore, the Company plans to apply the following transitional practical expedients:
• No adjustments will be made on transition for leases for which the underlying asset is low value;
•
The Company will rely on its assessment of whether leases are onerous applying AASB 137 Provisions;
Contingent liabilities and Contingent Assets at 30 June 2019 as an alternative to performing an impairment review;
• Use of hindsight with regards to determination of the lease term;
•
Lease arrangements with a short remaining period from the date of the initial application are recognized on a
straight line basis over the lease term.
Slater & Gordon Limited
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ANNUAL REPORT 2019
Notes to the Financial Statements
For the Year Ended 30 June 2019
Estimated impact on the Consolidated Statement of Financial Position:
Statement of Financial Position line item
Right-of-use asset
Sublease receivable
Lease liability
Accrual for lease incentive
Onerous lease provision
Make good provisions
Net assets / (liabilities)
30 June 2019
under AASB 117 Leases
$’000
-
-
-
(4,574)
(3,207)
(731)
(8,512)
1 July 2019
under AASB 16 Leases
$’000(1)
24,787
6,661
(39,104)
-
(125)(2)
(731)
(8,512)
(1) The estimated impact reflects that the Group is in the final stages of assessing the impact on its financial statements
(2) Equals to onerous leases of short term leases
Note 7: Unrecognised Items
7.1. Guarantees
The Group has entered into lease rental guarantees and performance guarantees with a face value of $4,174,000 (30 June
2018: $3,933,000). Refer to Note 6 for details of the guarantees the Company has provided for the UK leases.
7.2. Contingent Asset – Claims against Watchtone plc (Watchstone – formerly Quindell plc)
As part of the consideration provided for the implementation of the Senior Lender Scheme, the Company was provided
with a $40.0m receivable giving it recourse to the first $40m of the net proceeds that S&G UK receives (after payment of
all costs of the litigation) from successful settlement of the claims against Watchstone Group plc (“Watchstone”) (formerly
Quindell plc). Such claims were brought by S&G UK against Watchstone arising from its acquisition of Watchstone’s
Professional Services Division in May 2015. On 29 November 2016, the Company obtained a positive merit based opinion
of its claims from an independent barrister, in accordance with the provisions of the Share Sale Agreement (“SSA”) between
the Group and Watchstone. Having met this threshold requirement, under the SSA provisions, an escrow amount of £50.0m
will not be released until such time as the claim made against Watchstone is resolved through proceedings or settlement.
The Group notified Watchstone of these claims on 19 September 2016, and on 13 June 2017, S&G UK filed and served a
claim in the English High Court against Watchstone for approximately £600.0m. The claim is based upon serious
allegations against Watchstone and its then senior management, including fraudulent misrepresentation, concerning the
purchase by the Company of Watchstone’s Professional Services Division in 2015. Watchstone filed its defence on 12
October 2017.
Subsequent to this there have been no further significant developments in the claim proceedings, other than the exchange
of further pleadings under the Court’s rules, the undertaking of the discovery process and the exchange of witness
statements. A trial date has been set for October 2019.
7.3. Contingent Liabilities – Class Action Proceedings
On 12 October 2016 legal proceedings were filed against the Company in the Federal Court of Australia (“Federal Court”)
by Matthew Hall on behalf of an open class of the Company’s shareholders (the “Hall proceeding”). The class action
proceeding asserted that the Company engaged in misleading or deceptive conduct and breached its continuous disclosure
obligations during the period from 30 March 2015 to 24 February 2016 and sought compensation or refund of investments,
plus interest and costs. This class action proceeding was settled by agreement in July 2017 through a Federal Court
mediation, subject to creditor, shareholder and Court approval of a shareholder claimant and senior lender scheme of
arrangement.
On 20 June 2017, the Company announced that legal proceedings were filed against it by Babscay Pty Ltd (the “Babscay
proceeding”) on behalf of persons who acquired an interest in shares of the Company between 24 August 2012 and 19
November 2015. The statement of claim asserted that the Company’s financial statements for the financial years ended
30 June 2013, 2014 and 2015 contained false or misleading statements. This claim was later amended to also include the
Company’s financial statements for the financial year ended 30 June 2012. The allegations focus on the way in which the
Company recognised revenue and, in financial year 2015, accounted for acquisitions in accordance with Australian
Accounting Standards.
On 14 December 2017 the Federal Court approved a scheme of arrangement between the Company and all shareholder
claimants (“Shareholder Claimant Scheme”), including claimants in the Hall and Babscay proceedings. The Shareholder
Claimant Scheme resolves and compromises all potential shareholder claims against the Company and its officers. The
Shareholder Claimant Scheme became legally effective on 15 December 2017. Under the Scheme, shareholder claimants
have released the Company and officers from any shareholder claims and the Scheme can be pleaded as a bar to any
shareholder claim.
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ANNUAL REPORT 2019
Notes to the Financial Statements
For the Year Ended 30 June 2019
On 14 December 2017 the Federal Court also approved the settlement of the Hall proceeding and dismissed that
proceeding. The Company’s contribution to this settlement of $5.0m was recognised as a provision at 30 June 2017. The
Hall proceeding settlement is implemented by the Shareholder Claimant Scheme. The Babscay proceeding has not yet
been formally dismissed or discontinued, however the Shareholder Claimant Scheme releases the Company and its
officers and bars the prosecution of that claim.
The Shareholder Claimant Scheme limits the ability of a shareholder claimant to bring proceedings against third parties
and also provides for an indemnity from the shareholder claimants in favour of the Company and its directors and officers
in the event that a shareholder claimant brings a permitted claim against a third party and that third party then brings a
claim against the Company.
On 1 November 2017, class action legal proceedings were filed against the Company’s former auditors, Pitcher Partners,
by Babscay Pty Ltd (the “Babscay Pitcher proceeding”). On 23 February 2018, Pitcher Partners served a cross claim on
the Company and certain former directors and officers.
On 31 July 2018, further class action legal proceedings were filed against the Company’s former auditors, Pitcher Partners,
by Matthew Hall (the “Hall Pitcher proceedings”). On 26 October 2018 Pitcher Partners served a cross claim in the Hall
Pitcher proceedings on the Company and certain former directors and officers.
The Company has filed defences against both cross claims and has, in turn, filed cross claims against the plaintiffs, claiming
the benefit of the indemnity in the Shareholder Claimant Scheme.
On 26 November 2018, some of the former directors and officers filed an application seeking orders to strike out the cross
claims bought against them by Pitcher Partners in both the Babscay Pitcher proceedings and the Hall Pitcher proceedings,
but that application was dismissed by the Court.
On 2 May 2019, Pitcher Partners was granted leave to bring a cross claim against another party. Pending the service of
that cross claim, the discovery process has been put on hold.
7.4. Contingent Liabilities – Solicitor liability
Entities within the Group are defendants from time to time in legal proceedings arising from the conduct of their business.
There are contingent liabilities in respect of claims, potential claims and court proceedings against entities of the Group.
Where appropriate, provisions have been made. The aggregate of any potential liability in respect thereof cannot be
accurately assessed.
7.5. Contingent Liabilities – Pre-Legal acquisition
As part of the Pre-Legal business acquisition effective 1 May 2019, the seller is eligible for an additional earn-out payment
depending on meeting certain post acquisition Legal Cost Agreements Returned (LCAR) targets. The aggregate of the
subsequent payment is capped at $1,000,000. The Group recognised the capped amount as a contingent liability for the
financial year ended 30 June 2019.
Note 8: Subsequent Events
On 30 July 2019 the Company drew down an additional $4.0m in funding under the Disbursement asset backed facility.
Refer to note 5.2.2.
Note 9: Discontinued operations
9.1. Summary of financial performance of discontinued operations
This note shows the results of the discontinued operations. Discontinued results represent two major operations:
•
Following the implementation of Senior Lender Scheme, effective 15 December 2017, the Company separated
from all UK operations and UK subsidiaries including S&G UK; and
• Downsize of General Law business, following the internal review on 7 February 2018.
For further information on the implementation of Senior Lender Scheme in relation to the UK operation and UK subsidiaries,
refer to the Financial Statements for the year ended 30 June 2018.
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ANNUAL REPORT 2019
Notes to the Financial Statements
For the Year Ended 30 June 2018
Revenue
Other income
Expenses
Pre-tax income / (loss) from discontinued operations
Net gain / (loss) from disposal before income tax expense
Income tax expense:
Income tax expense / (benefit) from discontinued operations
Income tax (benefit) on disposal of discontinued operations
Profit / (loss) from discontinued operations after income tax
9.2 Gain from discontinued operations
2019
$’000
821
256
(745)
332
(102)
1,980
-
(1,750)
Restated(1)
2018
$’000
171,777
2,940
(235,970)
(61,253)
187,591
(2,904)
(16,210)
145,452
The gain arising on implementation of the Senior Lender Scheme including disposal of the UK operations is determined
as follows.
Carrying value of net assets disposed
Derecognition of non-controlling interests
Consideration received
Fair value of equity instruments issued by SGL
Extinguishment of debt
Recycling of cash flow hedge reserve balance
Acceleration of UK share based payments expense to former owners
Transaction costs relating to scheme of arrangement
Reclassification of foreign currency translation reserve upon disposal
Income tax benefit
Net gain on implementation of the Senior Lender Scheme and disposal of the UK
operations
2018
$’000
(324,162)
(178)
40,000
(221,270)
693,864
(848)
(1,662)
(7,094)
17,104
15,993
211,747
(1) The prior period comparative has been restated in accordance with the requirements of Australian Accounting Standards as a result of the discontinued operations.
68 | Slater & Gordon Limited
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ANNUAL REPORT 2019
Slater & Gordon Limited
Directors’ Declaration
The directors declare that the financial statements and notes set out on pages 22 to 58 and the directors’ report are in
accordance with the Corporations Act 2001 and:
(a). Comply with Accounting Standards and the Corporations Regulations 2001, and other mandatory professional
reporting requirements;
(b).
As stated in Note 1, the financial statements also comply with International Financial Reporting Standards;
(c). Give a true and fair view of the financial position of the consolidated entity as at 30 June 2019 and of its performance
as represented by the results of its operations, changes in equity and its cash flows, for the year ended on that date.
In the directors’ opinion there are reasonable grounds to believe that:
• Slater & Gordon Limited will be able to pay its debts as and when they become due and payable.
•
the Company and the group entities identified in Note 6.1 will be able to meet any obligations or liabilities to which they
are or may become subject to by virtue of the Deed of Cross Guarantee between the Company and those group entities
pursuant to ASIC Corporations Instrument 2016/785.
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 sections 295A of the Corporations Act 2001 for the financial year
ended 30 June 2019.
This declaration is made in accordance with a resolution of the directors.
James MacKenzie
Chair
Melbourne
30 August 2019
John Somerville
Managing Director and Chief Executive Officer
Slater & Gordon Limited
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ANNUAL REPORT 2019
Ernst & Young
8 Exhibition Street
Melbourne VIC 3000 Australia
GPO Box 67 Melbourne VIC 3001
Tel: +61 3 9288 8000
Fax: +61 3 8650 7777
ey.com/au
Independent Auditor's Report to the Members of Slater and Gordon Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Slater and Gordon Limited (the Company) and its subsidiaries
(collectively the Group), which comprises the consolidated statement of financial position as at
30 June 2019, 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 to the financial statements, including a summary of significant accounting policies,
and the directors' declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations
Act 2001, including:
a)
b)
giving a true and fair view of the consolidated financial position of the Group as at 30 June
2019 and of its consolidated financial performance for the year ended on that date; and
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Report section of our report. We are independent of the Group in accordance with the auditor
independence requirements of the Corporations Act 2001 and the ethical requirements of the
Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional
Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also
fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial report of the current year. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide
a separate opinion on these matters. For each matter below, our description of how our audit
addressed the matter is provided in that context. We have determined the matters described below to
be the key audit matters to be communicated in our report.
We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the
Financial Report section of our report, including in relation to these matters. Accordingly, our audit
included the performance of procedures designed to respond to our assessment of the risks of
material misstatement of the financial report. The results of our audit procedures, including the
procedures performed to address the matters below, provide the basis for our audit opinion on the
accompanying financial report.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
Page 60
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ANNUAL REPORT 2019
Going concern
Why significant
As disclosed in Note 1.1 to the financial report
the Directors concluded that in their opinion,
despite the Group continuing to generate
operating losses there are reasonable grounds
to believe that the Group has the ability to pay
its debts as and when they fall due. The
financial report has been prepared on a going
concern basis.
The going concern assumption is fundamental
to the basis of preparation of the financial
report. Given the judgment involved in the
preparation of cash flow forecasts to support
the going concern conclusion, this was
considered a Key Audit Matter.
How our audit addressed the key audit matter
Our procedures included the following:
►
►
►
►
►
Evaluated the assumptions made in the budget and
the cash flow forecasts approved by the Board.
Assessed the consistency of the assumptions
included in the cash flow model with statements
related to future plans and commitments contained
in the directors report.
Considered the historical accuracy of the Group’s
cash flow forecasting by reference to actual results
in prior periods compared to Board approved
budgets.
Considered the impact of a range of sensitivities to
the cash flow model to assess the breakeven
position, including reference to financial covenants
related to the Group’s borrowing facilities.
Assessed the adequacy of the going concern
disclosures contained in Note 1.1.
Work in Progress and Associated Revenue Recognition
Why significant
How our audit addressed the key audit matter
Work in progress (WIP) is significant to the
Group, comprising 66% of total assets.
Movements in WIP are included in revenue
recognised for the year.
The Group’s disclosures regarding WIP and the
associated revenue recognised are included in
Notes 3.1 and Note 4.3 of the financial report.
The Directors’ determination of the carrying
value of WIP and its associated revenue
streams involves significant judgement, data
analysis and complexity.
The Group considers each revenue stream in
isolation and makes judgements in relation to:
Our procedures included the following:
►
Considered whether the Groups’ accounting policy
for WIP complied with Australian Accounting
Standards, in particular AASB 15 Revenue from
Contracts with Customers.
► Obtained details of WIP recognised for each
revenue stream at balance date and applied
sampling techniques to select individual legal
matters (“cases”) for testing.
► Obtained evidence to support the case status that
had been allocated to each of these case files by the
responsible legal professional. Evidence obtained
was assessed against the coding guidelines of the
Group.
►
►
►
The identification of a contract
The identification of the performance
obligations as part or within a contract
Determination of the transaction price,
particularly for revenue streams
accounted under a “no win no fee” basis
►
►
►
►
Allocation of the transaction price
Considered the assumptions supporting the key
judgements that were made in the data models.
Assessed the movements in the legal case profile
including changes in status and ageing.
Involved our data quality specialists to assess the
mathematical accuracy of the models. This involved
data analytic procedures to reperform, re-calculate
and test key calculations.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
Page 61
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ANNUAL REPORT 2019
Why significant
How our audit addressed the key audit matter
►
Recognition of revenue when a
performance obligation is satisfied
►
To validate the judgements made in relation to
WIP, the Group develops a series of data
models based on historical information over a
two year period. Data included in these models
provides a methodological approach to
determine the valuation status.
Accordingly, this was considered a Key Audit
Matter.
Considered the adequacy of the disclosures
contained in Notes 3.1 and Note 4.3, of the
financial report, in particular those regarding
assumptions to which the outcome of the data
models is most sensitive.
Recoverability of Trade Receivables and Disbursements and Associated Provisioning
Why significant
How our audit addressed the key audit matter
Our procedures included the following:
►
►
►
Considered whether the Group’s provisioning
policy was in accordance with the requirements
of AASB 9
Assessed the assumptions used to calculate the
trade receivables and disbursements provisions
for impairment.
For a sample of disbursements we obtained
evidence to support the case status for ongoing
matters.
► We performed analyses of the ageing of
receivables and disbursements, collection
history, future collections strategies and
assessment of significant overdue individual
trade receivables and disbursements.
►
Considered the adequacy of the associated
disclosures contained in Note 1.4 and Note
4.2.1 of the financial report.
Trade receivables and disbursements are
significant to the Group, comprising 24.8% of total
assets, net of provisions for impairment.
The recoverability of trade receivables and
disbursements is a highly subjective area due to
the nature of the legal case profile and the level of
judgement applied by the Group in determining
provisions.
The timing of the recognition of trade receivables
is also subject to judgement as it is related to the
progress and expectation of successful case
outcomes.
The Group adopted Australian Accounting
Standard AASB 9 Financial Instruments, effective
from 1 July 2018. As a result, a forward-looking
expected loss impairment model was applied by
the Group. This involved judgement as to
expected credit losses.
The Group’s disclosures are included in Note 1.4
and Note 4.2.1 of the financial report which
outlines the accounting policy for determining the
allowance for doubtful debts and details of the
period on period movement in gross and net trade
receivables.
Accordingly, this was considered a Key Audit
Matter.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
Page 62
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ANNUAL REPORT 2019
Information Other than the Financial Report and Auditor’s Report Thereon
The directors are responsible for the other information. The other information comprises the
information included in the Company’s 2019 Annual Report other than the financial report and our
auditor’s report thereon. The Company’s 2019 Annual Report is expected to be made available to us
after the date of this auditor’s report. We obtained the Directors’ Report that is to be included in the
Annual Report, prior to the date of this auditor’s report, and we expect to obtain the remaining
sections of the Annual Report after the date of this auditor’s report.
Our opinion on the financial report does not cover the other information and we do not and will not
express any form of assurance conclusion thereon, with the exception of the Remuneration Report
and our related assurance opinion.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information obtained prior to the date of this
auditor’s report, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters relating to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgment and maintain professional scepticism throughout the audit. We also:
►
Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
Page 63
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ANNUAL REPORT 2019
► Obtain an understanding of internal control relevant to the audit 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 Group’s internal control.
► Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
► Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Group’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the financial report or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events or conditions may cause the Group to
cease to continue as a going concern.
► Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events
in a manner that achieves fair presentation.
► Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the Group audit. We remain solely
responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated to the directors, we determine those matters that were of most
significance in the audit of the financial report of the current year and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
Page 64
74 | Slater & Gordon Limited
ANNUAL REPORT 2019
Report on the Audit of the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 9 to 21 of the directors' report for the
year ended 30 June 2019.
In our opinion, the Remuneration Report of Slater and Gordon Limited for the year ended 30 June
2019, complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
accordance with Australian Auditing Standards.
Ernst & Young
Christopher George
Partner
Melbourne
30 August 2019
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
Page 65
Slater & Gordon Limited | 75
ANNUAL REPORT 2019
Additional ASX Information
In accordance with the Australian Stock Exchange Limited Listing Rules, the Directors provide the following information as
at 30 August 2019.
(a)
Distribution of shareholders and option holders.
Holding
1
1,001
5,001
10,001
- 1,000
- 5,000
- 10,000
- 100,000
100,001
- Over
Number of Ordinary Shareholders
11,469
399
78
41
9
There are 10,711 shareholders holding less than a marketable parcel of 334 shares each (i.e. less than $500 per
parcel of shares).
(b)
Twenty largest shareholders
Shareholder
AIO V FINANCE (IRELAND) DAC
TCA OPPORTUNITY INVESTMENTS SARL
YORK GLOBAL FINANCE BDH LLC
CITICORP NOMINEES PTY LIMITED
MERRILL LYNCH (AUSTRALI) NOMINEES PTY LIMITED
PERPETUAL CORPORATE TRUST LIMITED
1.
2.
3.
4.
5.
6.
RIVER BIRCH MASTER FUND LP
VARDE INVESTMENT PARTNERS LP
PA VIEW OPPORTUNITY IV LIMITED
7.
8.
9.
10. MR STUART JAMES MATTHEWS
11. MR PETER JOHN KLASEN
12. MISS SHUHONG YANG
13. MR GREGORY WILLIAM SEDGMAN
14. NATIONAL NOMINEES LIMITED
15. MR PENG REN
16. MR STEVEN NEIL TIERNEY
17.
18. HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
JBWERE (NZ) NOMINEES LIMITED <43941 A/C>
ARCM MASTER FUND III LTD
19.
20. CHAWLA FAMILY PTY LTD
Number of Shares held
37,100,244
6,190,736
5,802,877
4,477,064
4,324,093
3,591,500
2,872,374
1,167,332
460,611
73,069
67,514
64,076
55,941
53,873
49,500
43,500
42,976
40,445
38,086
36,800
% held
53.36
8.90
8.35
6.44
6.22
5.17
4.13
1.68
0.66
0.11
0.10
0.09
0.08
0.08
0.07
0.06
0.06
0.06
0.05
0.05
TOTAL: Top 20 holders of Fully Paid Ordinary Shares
66,552,611
95.72
(c)
Substantial Shareholders
A substantial shareholder is one who has a relevant interest in 5 per cent or more of the total issued shares in the
Company. Following are the substantial shareholders in the Company based on notifications provided to the
Company under the Corporations Act 2001:
Shareholder
1.
2.
3.
4.
5.
AIO V FINANCE (IRELAND) DAC
TCA OPPORTUNITY INVESTMENTS SARL
YORK GLOBAL FINANCE BDH LLC
MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED
PERPETUAL CORPORATE TRUST LIMITED
Number
37,100,244
6,190,736
5,802,877
4,324,276
3,591,500
Ordinary
Shares
% *
53
9
8
6
5
* Percentage of shares in which a relevant interest is held based on total issued capital of the Company at the time a substantial shareholder notice was provided to the
Company.
(d)
Voting Rights
All issued ordinary shares carry one vote per share.
(e)
Corporate Governance Statement
The Company’s Corporate Governance Statement can be
https://www.slatergordon.com.au/the-firm/governance
found on
the Company’s website at:
76 | Slater & Gordon Limited
ANNUAL REPORT 2019
Corporate Directory
ANNUAL REPORT 2019
Directors
James MacKenzie, Chair
Mark Dewar
Merrick Howes
Michael Neilson
Elana Rubin
John Somerville
Jacqui Walters
Company Secretary
Michael Neilson
Registered Office and
Corporate Office
Level 12
485 La Trobe Street
Melbourne Victoria 3000
Telephone: (03) 9602 6888
Facsimile: (03) 9600 0290
Company Website
www.slatergordon.com.au
Company Numbers
ACN 097 297 400
ABN 93 097 297 400
Auditors
Ernst & Young
8 Exhibition Street
Melbourne Victoria 3000
Bankers
Macquarie Bank
Level 23
101 Collins Street
Melbourne Victoria 3000
Solicitors
Minter Ellison
Level 23
525 Collins Street
Melbourne Victoria 3000
Securities Exchange Listing
Slater and Gordon Limited
shares are listed on the
Australian Securities
Exchange. The Home
Exchange is Melbourne.
ASX Code: SGH
Share/Security Registers
The Registrar
Computershare Investor
Services Pty Ltd
Yarra Falls
452 Johnston Street
Abbotsford Victoria 3067
GPO Box 2975
Melbourne Victoria 3001
Telephone
Toll Free 1300 850 505
(Australia)
+61 3 9415 4000
(Overseas)
Investor Centre Website:
www.computershare.com.au
Email:
web.queries@computershare.com.au
Slater & Gordon Limited | 77
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