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STEADFAST GROUP LIMITED — Interim / Quarterly Report 2019
Feb 19, 2019
65758_rns_2019-02-19_6b0b53c7-3b63-4c9d-bf43-8d7a3ddd9815.pdf
Interim / Quarterly Report
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20 February 2019
Market Announcements Office ASX Limited Level 4 Exchange Centre 20 Bridge Street SYDNEY NSW 2000
Dear Sir
Report on results and financial statements for the half year ended 31 December 2018
The Directors of Steadfast Group Limited announce the financial results for the half year ended 31 December 2018:
- Appendix 4D and the half year 2019 financial report
- 1H19 results market release
- 1H19 results investor presentation
- 1H19 results analyst pack
- Appendix 3A.1: notification of dividend
Yours faithfully
Linda Ellis Group Company Secretary & Corporate Counsel
Steadfast Group Limited ABN: 98 073 659 677 ACN: 073 659 677 Level 4, 99 Bathurst Street, Sydney NSW 2000 t 02 9495 6500 f 02 9495 6565 www.steadfast.com.au

STRENGTH WHEN YOU NEED IT
Steadfast Group Limited and controlled entities
Appendix 4D (rule 4.3A)
Preliminary final report for the half year ended 31 December 2018
Results for announcement to the market
(All comparisons to half year ended 31 December 2017)
| 2018$'000 | Up/Down | % Movement | |
|---|---|---|---|
| Revenues from ordinary activities | 262,953 | 46,043 | 21% |
| EBITA before non-trading items and adjustments forinvestment in listed securities | 86,505 | 15,164 | 21% |
| EBITA before non-trading items | 85,400 | 12,559 | 17% |
| Underlying net profit after tax attributable toshareholders (Underlying NPAT) (Note 1) | 38,244 | 5,735 | 18% |
| Net profit after tax attributable to shareholders (NPAT)(Note 1) | 40,535 | 6,722 | 20% |
| Total comprehensive income attributable to shareholders | 41,909 | 9,156 | 28% |
Note 1:
The table below provides the reconciliation between the net profit after tax before and after non-trading items:
| 2018$'000 | 2017$'000 | |
|---|---|---|
| Net profit after tax attributable to shareholders (NPAT) | 40,535 | 33,813 |
| Less: non-trading items | (2,291) | (1,304) |
| Net profit after tax after non-trading items attributableto shareholders (Underlying NPAT) | 38,244 | 32,509 |
Refer note 4 of the financial report for further details on non-trading items.
Some of the financial data in the table above, namely the net off of brokerage commissions paid when disclosing revenue, the separate identification of non-trading items and EBITA, are not disclosed in accordance with current Australian Accounting Standards requirements. However, all financial data is based on the information disclosed in the reviewed financial statements and notes to the financial statements of the Group and follow the recognition requirements of Australian Accounting Standards.

Dividend information
| Amount pershare(cents) | Frankedamount pershare(cents) | Tax rate forfranking credit(%) | ||
|---|---|---|---|---|
| Interim 2019 dividend per share | 3.2 | 3.2 | 30 | |
Interim dividend dates
| Ex-dividend date | 25 February 2019 |
|---|---|
| Record date | 26 February 2019 |
| Payment date | 21 March 2019 |
The Company's DRP will operate by purchasing ordinary shares on market. No discount will be applied. The record date is 26 February 2019. The last election notice for participation in the DRP in relation to this interim dividend is 27 February 2019.
A copy of the full terms and conditions for the DRP are available at http://investor.steadfast.com.au/Investor-Centre/?page=Dividends.
| 31 Dec 2018 | 30 Jun 2018 | |
|---|---|---|
| ($) | ($) | |
| Net tangible assets per ordinary share* | 0.00 | 0.15 |
* Net tangible assets per ordinary share are based on 790,035,955 shares on issue at 31 December 2018. There has been no increase in ordinary shares on issue since 30 June 2018.

Other information
During the reporting period, Steadfast Group Limited held an interest in the following associates and joint ventures:
| Ownership interest | |
|---|---|
| % | |
| Associates | |
| Armstrong's Insurance Brokers Pty Ltd and Armstrong's Insurance Brokers Unit Trust | 25.0% |
| Ausure Group Pty Ltd - associates thereof | 20.2% |
| Blackburn (Insurance Brokers) Pty Ltd and Liability Brokers Pty Ltd | 40.0% |
| Collective Insurance Brokers Pty Ltd | 49.0% |
| Covercorp Pty Ltd | 49.0% |
| Edgewise Insurance Brokers Pty Ltd and The Bradstock GIS Unit Trust | 33.1% |
| Empire Insurance Services Pty Ltd and McLardy McShane & Associates Pty Ltd | 37.0% |
| Finpac Insurance Advisors Pty Ltd | 49.0% |
| Glenowar Pty Ltd | 49.0% |
| IPS Insurance Brokers Pty Ltd | 40.0% |
| J.D.I (YOUNG) Pty Ltd | 25.0% |
| Johansen Insurance Brokers Pty Ltd | 48.4% |
| King Insurance Brokers Pty Ltd | 37.0% |
| McKillops Insurance Brokers Pty Ltd | 49.0% |
| Melbourne Insurance Brokers Pty Ltd | 49.0% |
| Meridian Lawyers Limited | 25.0% |
| Northern City Insurance Brokers (VIC) Pty Ltd | 50.0% |
| Origin Insurance Brokers Pty Ltd | 26.0% |
| Pollard Advisory Services Pty Ltd | 46.5% |
| QUS Pty Ltd | 45.0% |
| Risk Partners Pty Ltd | 45.0% |
| Rose Stanton Insurance Brokers Pty Ltd | 49.0% |
| Rothbury Group Limited | 44.5% |
| RSM Group Pty Ltd | 49.0% |
| Sapphire Star Pty Ltd | 30.0% |
| Scott & Broad Pty Ltd | 49.0% |
| Southside Insurance Brokers Pty Ltd | 49.0% |
| Steadfast Eastern Insurance Brokers Pty Ltd | 25.0% |
| Steadfast Life Pty Ltd | 50.0% |
| Sterling Insurance Pty Limited | 39.5% |
| Tudor Insurance Australia (Insurance Brokers) Pty Ltd and Tudor Insurance Agency UnitTrust | 48.0% |
| unisonSteadfast AG | 40.0% |
| Watkins Taylor Stone Insurance Brokers Pty Ltd and D&E Watkins Unit Trust | 35.0% |
| Joint ventures | |
| ABICO Insurance Brokers and its related entities (ABICO) | 50.0% |
| BAC Insurance Brokers Pty Ltd | 50.0% |
| Blend Insurance Solutions Pty Ltd | 50.0% |
| Macquarie Premium Funding Pty Ltd and its subsidiaries (Macquarie Pacific FundingGroup) | 50.0% |
| Rhymemat Pty Ltd | 27.8% |

The aggregate share of profits after tax of associates and joint venture accounted for using equity method is $7.486 million.
Additional Appendix 4D disclosure requirements can be found in the directors' report and the 31 December 2018 financial statements and accompanying notes.
This report is based on the consolidated financial statements which have been reviewed by KPMG.


Attachment A Steadfast Group Limited Half year financial report – 31 December 2018
2019 Steadfast Group Half year report

Steadfast Group Limited
ABN 98 073 659 677
Financial Report
For the half year ended 31 December 2018
| Contents | Page |
|---|---|
| Directors' report | 1 |
| Lead auditor's independence declaration | 4 |
| Consolidated statement of profit or loss and othercomprehensive income | 5 |
| Consolidated statement of financial position | 6 |
| Consolidated statement of changes in equity | 7 |
| Consolidated statement of cash flows | 9 |
| Notes to the financial statements | 10 |
| Directors' declaration | 33 |
| Independent auditor's review report | 34 |
Steadfast Group Limited Directors' Report
The Directors present their report together with the consolidated financial statements of Steadfast Group Limited (Steadfast or the Company); its subsidiaries and the Group's interests in associates and joint ventures (Steadfast Group or the Group) for the half year ended 31 December 2018 and the auditor's review report thereon.
Directors
The Directors of the Company at any time during or since the end of the half year are as follows. Directors were in office for the entire period unless otherwise stated.
| Name | Date of appointment |
|---|---|
| Chairman | |
| Frank O'Halloran, AM | 21 October 2012 |
| Managing Director & CEO | |
| Robert Kelly | 18 April 1996 |
| Other Directors | |
| David Liddy, AM | 1 January 2013 |
| Gai McGrath | 1 June 2018 |
| Anne O'Driscoll | 1 July 2013 |
| Philip Purcell | 1 February 2013 |
| Greg Rynenberg | 10 August 1998 |
Operating and financial review
Operating results for the half year
| 31 Dec 2018 | 31 Dec 2017 | |
|---|---|---|
| $'000 | $'000 | |
| Revenue – consolidated entities | 320,883 | 261,750 |
| Expenses – consolidated entities | (247,236) | (201,799) |
| EBITA* – consolidated entities | 73,647 | 59,951 |
| Share of EBITA from associates and joint ventures | 12,858 | 11,390 |
| EBITA before non-trading items and adjustments for investment in listed | ||
| securities | 86,505 | 71,341 |
| Dividends and mark to market adjustments for investment in listed | ||
| securities | (1,105) | 1,500 |
| EBITA before non-trading items | 85,400 | 72,841 |
| Finance costs | (6,202) | (5,411) |
| Amortisation expense | (13,962) | (11,972) |
| Profit before income tax before non-trading items | 65,236 | 55,458 |
| Income tax expense on profit before non-trading items | (19,358) | (17,213) |
| Profit after income tax before non-trading items | 45,878 | 38,245 |
| Non-controlling interests in profit after tax before non-trading items | (7,634) | (5,736) |
| Underlying net profit after income tax attributable to owners of | ||
| Steadfast Group Limited (Underlying NPAT) | 38,244 | 32,509 |
| Non-trading items: | ||
| Income | 3,046 | 4,284 |
| Expenses | (98) | (2,911) |
| Income tax benefit/ (expense) on non-trading items | (307) | 170 |
| Non-controlling interests | (350) | (239) |
| Net profit after income tax attributable to owners of Steadfast | ||
| Group Limited (NPAT) | 40,535 | 33,813 |
| Other comprehensive income/(expense) attributable | ||
| to owners of Steadfast Group Limited | 1,374 | (1,060) |
| Total comprehensive income after income tax attributable to | ||
| owners of Steadfast Group Limited | 41,909 | 32,753 |
| Underlying diluted earnings per share (cents per share) | 4.83 | 4.31 |
| Statutory diluted earnings per share (cents per share) | 5.12 | 4.48 |
* EBITA refers to earnings before finance costs, tax and amortisation of acquired intangible assets.
Refer note 4 for a reconciliation of underlying earnings (i.e. before non-trading items) to statutory earnings.
The profit attributable to the group after income tax, before non-trading items was $38.244 million compared to $32.509 million in 31 December 2017. The increase was mainly due to:
- Strong profit growth in existing businesses; and
- Acquisition of interests in further businesses.
This additional profit was partially offset by:
• Unrealised mark to market loss on a listed investment.
There was an increase in non-trading net gains during the half year, which was predominantly derived from both sale and purchase of equity interests in businesses.
Some of the financial data in the table above, namely the EBITA-related and non-trading items, are not disclosed in accordance with current Australian Accounting Standards requirements. However, all financial data is based on the information disclosed in the reviewed interim financial statements and notes to the interim financial statements of the Group and follow the recognition requirements of Australian Accounting Standards.
REVIEW OF FINANCIAL CONDITION
I. Financial position
The Group has applied AASB 9 Financial Instruments and AASB 15 Revenue from Contracts with Customers at 1 July 2018. The implementation of AASB 9 and AASB 15 resulted in the reduction of $1.818 million and $13.483 million respectively, to both retained earnings and net assets as at 1 July 2018. In addition, as part of the project undertaken in relation to the adoption of AASB 15 and AASB 9, including a comparison to global practices, the Group has also determined that it should no longer recognise a receivable in relation to the insurance premiums owed by policy holders upon entering into a policy. This is in recognition of the role of the Group's insurance intermediaries and as such, they are not liable as principals for the insurance premiums. Similarly the Group will not recognise a liability for insurance premiums payable to the insurer until cash is received from the policy holder. The impact of the change is a reduction in receivables from broking/underwriting agency operations of $368.997 million (June 2018: $430.140 million) and a reduction in payables on broking/underwriting agency operations of $285.170 million (June 2018: $336.348 million). Commission receivable is now included in trade and other receivables resulting in an increase of $83.827 million (June 2018: $93.792 million). The balance sheet comparatives have been restated for this change in presentation. The change has no impact on the net assets of the Group.
The total assets of the Group as at 31 December 2018 were $1,981.446 million compared to $1,745.265 million as at 30 June 2018. The increase was mainly attributable to the addition of assets from businesses acquired during the half year as detailed in Note 11 to the financial statements and the growth of the business.
Total liabilities of the Group as at 31 December 2018 were $922.822 million compared to $688.286 million as at 30 June 2018. The increase was mainly attributable to the assumption of liabilities from the newly acquired businesses and the additional debt utilised to fund the acquisitions, and the growth of the business.
The increase in the Group's equity from $1,056.979 million at 30 June 2018 to $1,058.624 million at 31 December 2018 largely reflects the retention of profits (net of dividends paid) and the reduction in retained earnings as a result of adopting new accounting standards noted above.
The Group increased the multibank syndicated facility by $100.000 million to $385.000 million. As at balance date, the Group had the ability to borrow an additional $99.213 million from this facility.
II. Cash from operations
The net inflows of $75.554 million include net inflows from operating activities of $62.389 million and a net inflow of $13.165 million to broking accounts.
The net operating cash flows, before broking trust account movements, of $62.389 million are higher than those for the prior period, reflecting the continued growth of the Group. This amount represents the continued conversion of profit into cash inflows, which is typically strong in the first half when higher June billings are collected. After funding the final dividend paid in October, the remaining free cash flow is available for corporate activities, including acquisitions of further business interests.
III. Capital management
As at 31 December 2018, the Company had a total of 793.036 million ordinary shares on issue, no change from the 793.036 million ordinary shares on issue at 30 June 2018. All shares required to meet Key Management Personnel (KMP) incentives and Dividend Reinvestment Plan (DRP) were acquired on market by the Company.
The Board leverages the Group's equity, adopting a maximum 30.0% total gearing ratio (defined as total borrowings of the Company and its subsidiaries: total Group equity and total borrowings of the Company and its subsidiaries). The Group's total gearing ratio at balance date was 24.1% (30 June 2018: 17.5%) reflecting the utilisation of debt facilities to acquire further businesses. Refer Note 10C.
Events subsequent to reporting date
Subsequent to 31 December 2018, the Board declared an interim dividend of 3.2 cents per share, 100% franked. Further details of the dividend are set out in note 20.
Likely developments
The Board has confirmed the full year guidance (upgraded in October 2018) to underlying EBITA of $190 million to $200 million and underlying NPAT of $85 million to $90 million.
The Group's ongoing business strategy is to grow shareholder value through maintaining and growing its market position in the provision of insurance and related services, with a core focus on general insurance intermediation. Please refer to the Strategy and Prospects section of the Directors' report in the most recent annual financial report for details of the Group's key strategies and prospects.
Lead auditor's independence declaration
The Lead auditor's independence declaration is set out on page 4 and forms part of the Directors' report for the half year ended 31 December 2018.
Rounding
The Group is of the kind referred to in the Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191 issued by the Australian Securities & Investment Commission. In accordance with that Instrument, amounts in the Directors' report and financial report have been rounded to the nearest thousand dollars, unless otherwise stated.
Signed at Sydney on 20 February 2019 in accordance with a resolution of the Directors.
Frank O'Halloran, AM Chairman
Robert Kelly Managing Director & CEO

Lead Auditor's Independence Declaration under Section 307C of the Corporations Act 2001
To the Directors of Steadfast Group Limited
I declare that, to the best of my knowledge and belief, in relation to the review of Steadfast Group Limited for the half-year ended 31 December 2018 there have been:
- i. no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the review; and
- ii. no contraventions of any applicable code of professional conduct in relation to the review.
KPMG Scott Guse Partner
Sydney 20 February 2019
Steadfast Group Limited Consolidated Statement of Profit or Loss and Other Comprehensive Income For the half year ended 31 December 2018
| Note | 31 Dec 2018$'000 | 31 Dec 2017$'000 | |
|---|---|---|---|
| RevenueFee and commission income | 278,136 | 234,730 | |
| Less: brokerage commission paid | (69,573) | (67,677) | |
| Net fee and commission income | 208,563 | 167,053 | |
| Marketing and administration and other professional services fees | 38,698 | 33,090 | |
| Interest income | 4,050 | 3,900 | |
| Share of profits of associates accounted for using the equity method | 12 | 5,638 | 5,571 |
| Share of profits of joint ventures accounted for using the equity method | 13 | 1,848 | 962 |
| Fair value gain on listed investment | 15 | - | 1,500 |
| Net gain from adjustments to deferred consideration estimates | 4, 11 | - | 3,570 |
| Net gain from sale of subsidiaries and associates | 4 | 1,647 | 460 |
| Net gain on fair value of investments in subsidiariesOther income | 4, 11 | 1,2101,299 | -804 |
| 262,953 | 216,910 | ||
| ExpensesEmployment expense | (114,706) | (95,354) | |
| Commission and other related expenses | (17,285) | (11,325) | |
| Operating, brokers' support service and other expenses | (32,970) | (27,847) | |
| Occupancy expense | (8,884) | (7,721) | |
| Amortisation expense | 7 | (14,993) | (11,520) |
| Depreciation expense | (2,232) | (1,798) | |
| Impairment expense - financial assets | - | - | |
| Impairment expense - non-financial assets | 4 | - | (2,334) |
| Fair value loss on listed investmentNet loss from adjustments to deferred consideration estimates | 154, 11 | (1,200)(98) | -- |
| Finance costs | 4 | (5,942) | (5,118) |
| (198,310) | (163,017) | ||
| Profit before income tax expense | 64,643 | 53,893 | |
| Income tax expense | (16,124) | (14,105) | |
| Profit after income tax expense for the half year | 48,519 | 39,788 | |
| Other comprehensive income | |||
| Items that may be reclassified subsequently to profit or loss | |||
| Net movement in foreign currency translation reserve | 1,902 | (1,741) | |
| Cash flow hedge effective portion of change in fair value | 61 | 227 | |
| Income tax (expense) / benefit on other comprehensive income | (589) | 454 | |
| Other comprehensive income for the period, net of tax | 1,374 | (1,060) | |
| Total comprehensive income for the half year, net of tax | 49,893 | 38,728 | |
| Profit for the half year is attributable to: | |||
| Non-controlling interests | 7,984 | 5,975 | |
| Owners of Steadfast Group Limited | 4 | 40,535 | 33,813 |
| 48,519 | 39,788 | ||
| Total comprehensive income for the half year is attributable to: | |||
| Non-controlling interests | 7,984 | 5,975 | |
| Owners of Steadfast Group Limited | 41,909 | 32,753 | |
| 49,893 | 38,728 | ||
| Basic earnings per share (cents per share) | 5 | 5.14 | 4.51 |
| Diluted earnings per share (cents per share) | 5 | 5.12 | 4.48 |
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the notes to the financial statements.
Steadfast Group Limited Consolidated Statement of Financial Position As at 31 December 2018
| Note | 31 Dec 2018$'000 | 30 Jun 2018*$'000 | |
|---|---|---|---|
| Assets | |||
| Current assets | |||
| Cash and cash equivalents | 114,810 | 76,746 | |
| Cash held on trust | 392,829 | 310,856 | |
| Trade and other receivables* | 2, 14 | 141,186 | 147,622 |
| Related party loans | 18 | 603 | 5,115 |
| OtherTotal current assets | 8,076657,504 | 3,875544,214 | |
| Non-current assets | |||
| Goodwill | 7 | 914,191 | 816,246 |
| Intangible assets | 7 | 189,755 | 171,660 |
| Investments in associates | 12 | 111,116 | 138,743 |
| Interest in joint ventures | 13 | 18,335 | 6,862 |
| Property, plant and equipment | 16 | 39,975 | 39,001 |
| External shareholder loansRelated party loans | 18 | 34,364350 | 16,928- |
| Other financial assets | 15 | 5,347 | 6,547 |
| Deferred tax assets | 4,908 | 3,514 | |
| Other | 5,601 | 1,550 | |
| Total non-current assets | 1,323,942 | 1,201,051 | |
| Total assets | 1,981,446 | 1,745,265 | |
| Liabilities | |||
| Current liabilities | |||
| Payables on broking/underwriting agency operations* | 391,498 | 323,464 | |
| Trade and other liabilitiesBorrowings | 2, 98 | 72,307901 | 38,4891,055 |
| Deferred consideration | 11 | 23,773 | 2,822 |
| Income tax payable | 12,226 | 16,868 | |
| Provisions | 22,747 | 19,226 | |
| Total current liabilities | 523,452 | 401,924 | |
| Non-current liabilities | |||
| BorrowingsDeferred consideration | 811 | 329,8235,122 | 218,1851,124 |
| Other payables | 2,750 | 2,812 | |
| Deferred tax liabilities | 53,667 | 56,320 | |
| Provisions | 8,008 | 7,921 | |
| Total non-current liabilities | 399,370 | 286,362 | |
| Total liabilities | 922,822 | 688,286 | |
| Net assets | 1,058,624 | 1,056,979 | |
| EquityShare capital | 10 | 912,517 | 912,347 |
| Treasury shares held in trust | 10 | (9,763) | (7,728) |
| Foreign currency translation reserve | 665 | (667) | |
| Share-based payments reserve | 4,677 | 4,512 | |
| Undistributed profits reserve | 72,076 | 89,509 | |
| Other reserves | - | (30,793) | |
| Retained earnings | 1,330 | 30,397 | |
| Equity attributable to the owners of Steadfast Group Limited | 981,502 | 997,577 | |
| Non-controlling interests | 77,122 | 59,402 | |
| Total equity | 1,058,624 | 1,056,979 |
The above consolidated statement of financial position should be read in conjunction with the notes to the financial statements.
* Amounts have been restated to ensure comparability between periods. Refer Note 2B.II.
Steadfast Group Limited Consolidated Statement of Changes in Equity For the half year ended 31 December 2018
| Equity attributable to owners of Steadfast Group Limited | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 31 Dec 2018 | Sharecapital | Treasurysharesheld intrust | Foreigncurrencytranslationreserve | Sharebasedpaymentsreserve | Undistributedprofitsreserve | Otherreserves | Retainedearnings | Noncontrollinginterests | Totalequity |
| $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | |
| Balance at 1 July 2018 | 912,347 | (7,728) | (667) | 4,512 | 89,509 | (30,793) | 30,397 | 59,402 | 1,056,979 |
| Adjustment on initialapplication of AASB 15(net of tax) * | - | - | - | - | - | - | (10,829) | (2,654) | (13,483) |
| Adjustment on initialapplication of AASB 9(net of tax) * | - | - | - | - | - | - | (1,501) | (317) | (1,818) |
| Adjusted balance at 1July 2018 | 912,347 | (7,728) | (667) | 4,512 | 89,509 | (30,793) | 18,067 | 56,431 | 1,041,678 |
| Profit after income taxexpense for the halfyearOther comprehensive | - | - | - | - | - | - | 40,535 | 7,984 | 48,519 |
| income for the half year,net of tax | - | - | 1,332 | - | - | 42 | - | - | 1,374 |
| Total comprehensiveincome for the half year | - | - | 1,332 | - | - | 42 | 40,535 | 7,984 | 49,893 |
| Transactions withowners in theircapacity as owners:Adjustment to prior yeartransaction costs, net ofincome tax | 170 | - | - | - | - | - | - | - | 170 |
| Shares acquired andheld in trust (Note 10) | - | (3,685) | - | - | - | - | - | - | (3,685) |
| Share-based payments onExecutive Shares andemployee share plans | - | - | - | 1,940 | - | - | - | - | 1,940 |
| Shares allotted throughDividend ReinvestmentPlan (Note 10) | - | (125) | - | - | - | - | - | - | (125) |
| Shares allotted toemployees underEmployee ConditionalRights Scheme (Note 10) | - | 1,775 | - | (1,775) | - | - | - | - | - |
| Transfer retainedearnings and profitsreserve to other reserve | - | - | - | - | (17,433) | 37,433 | (20,000) | - | - |
| Non-controlling interestsof acquired entities(Note 11) | - | - | - | - | - | - | - | 5,626 | 5,626 |
| Change in equityinterests in subsidiarieswithout loss of control | - | - | - | - | - | (6,682) | - | 15,618 | 8,936 |
| Dividends declared andpaid (Note 6) | - | - | - | - | - | - | (37,272) | (8,537) | (45,809) |
| Balance at 31 December2018 | 912,517 | (9,763) | 665 | 4,677 | 72,076 | - | 1,330 | 77,122 | 1,058,624 |
* The Group has initially applied AASB 9 and AASB 15 at 1 July 2018. Under the transition methods chosen, comparative information is not restated. See Note 2B. The above consolidated statement of changes in equity should be read in conjunction with the notes to the financial statements.
Steadfast Group Limited Consolidated Statement of Changes in Equity For the half year ended 31 December 2017
| Equity attributable to owners of Steadfast Group Limited | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 31 Dec 2017 | Sharecapital$'000 | Treasurysharesheld intrust$'000 | Foreigncurrencytranslationreserve$'000 | Sharebasedpaymentsreserve$'000 | Undistributedprofitsreserve$'000 | Otherreserves$'000 | Retainedearnings$'000 | Noncontrollinginterests$'000 | Totalequity$'000 |
| Balance at 1 July 2017 | 796,857 | (7,014) | (165) | 3,761 | 64,086 | (20,484) | 35,161 | 40,966 | 913,168 |
| Profit after income taxexpense for the halfyear | - | - | - | - | - | - | 33,813 | 5,975 | 39,788 |
| Other comprehensiveincome for the half year,net of tax | - | - | (1,219) | - | - | 159 | - | - | (1,060) |
| Total comprehensiveincome for the half year | - | - | (1,219) | - | - | 159 | 33,813 | 5,975 | 38,728 |
| Transactions withowners in theircapacity as owners:Shares issued for Shareplacement (Note 10) | 100,000 | - | - | - | - | - | - | - | 100,000 |
| Less: Transaction costson issued shares, net ofincome tax (Note 10) | (1,507) | - | - | - | - | - | - | - | (1,507) |
| Shares issued toWhitbread/Axis vendors(Note 10) | 6,016 | - | - | - | - | - | - | - | 6,016 |
| Shares acquired andheld in trust (Note 10) | - | (1,799) | - | - | - | - | - | - | (1,799) |
| Share-based paymentson Executive Shares andemployee share plans | - | - | - | 1,113 | - | - | - | - | 1,113 |
| Shares allotted throughDividend ReinvestmentPlan (Note 10) | - | (171) | - | - | - | - | - | - | (171) |
| Shares allotted toemployees underEmployee ConditionalRights Scheme (Note | |||||||||
| 10)Transfer of retainedearnings to profitsreserve | - | 1,367 | - | (1,367) | - | - | - | - | - |
| Non-controlling interestsof acquired entities(Note 11) | - | - | - | - | 2,517 | - | (2,517) | - | - |
| Change in equityinterests in subsidiarieswithout loss of control | -- | -- | -- | -- | -- | -(5,301) | -- | 1,2885,643 | 1,288342 |
| Dividends declared andpaid (Note 6) | - | - | - | - | - | - | (32,988) | (8,618) | (41,606) |
| Balance at 31 December2017 | 901,366 | (7,617) | (1,384) | 3,507 | 66,603 | (25,626) | 33,469 | 45,254 | 1,015,572 |
The above consolidated statement of changes in equity should be read in conjunction with the notes to the financial statements.
Consolidated Statement of Cash Flows For the half year ended 31 December 2018
| Note | 31 Dec 2018 | 31 Dec 2017 | |
|---|---|---|---|
| $'000 | $'000 | ||
| Cash flows from operating activities | |||
| Receipts from customers | 258,490 | 219,922 | |
| Payments to suppliers and employees, and Network broker rebates | (182,127) | (153,374) | |
| Dividends received from associates and joint ventures | 7,206 | 7,483 | |
| Interest received | 3,714 | 3,445 | |
| Interest and other finance costs paid | (5,990) | (4,903) | |
| Income taxes paid | (18,904) | (21,187) | |
| Net cash from operating activities before customer trust accounts | |||
| movement | 62,389 | 51,386 | |
| Net movement in customer trust accounts (net cash | |||
| receipts/payments on behalf of customers) | 13,165 | 8,851 | |
| Net cash from operating activities | 17 | 75,554 | 60,237 |
| Cash flows from investing activities | |||
| Payments for acquisitions of subsidiaries and business assets | (73,608) | (106,187) | |
| Cash acquired from acquisitions of subsidiaries and business assets | 80,185 | 24,433 | |
| Payments for investments in associates and joint ventures | (11,239) | (2,703) | |
| Payments for step-up investment in subsidiaries on hubbing | |||
| arrangements | (7,033) | (6,670) | |
| Payments for financial assets | 15 | - | (5,047) |
| Payments for deferred consideration of subsidiaries, associates and | |||
| business assets | 11G | (5,892) | (3,761) |
| Proceeds from part disposal of investment in subsidiaries on hubbing | |||
| arrangements | 1,819 | 1,762 | |
| Proceeds from disposal of investment in associates | - | 1,356 | |
| Payments for property, plant and equipment | (1,166) | (2,427) | |
| Payments for intangible assets | (6,061) | (4,959) | |
| Net cash used in investing activities | (22,995) | (104,203) | |
| Cash flows from financing activities | |||
| Proceeds from issue of shares | - | 100,000 | |
| Payments for transaction costs on issue of shares | - | (2,154) | |
| Dividends paid to owners of Steadfast | 6 | (37,272) | (32,988) |
| Dividends paid to non-controlling interests | (8,537) | (8,618) | |
| Proceeds from borrowings | 8 | 121,968 | 55,666 |
| Repayment of borrowings | 8 | (9,548) | (27,317) |
| Payments for purchase of treasury shares | (3,685) | (1,799) | |
| Repayment of related party loans | 4,590 | 907 | |
| Payments for related party loans | (350) | - | |
| Repayment of non-related party loans | 1,145 | 2,097 | |
| Payments for non-related party loans | (1,250) | (80) | |
| Net cash from financing activities | 67,061 | 85,714 | |
| Net increase in cash and cash equivalents | 119,620 | 41,748 | |
| Cash and cash equivalents at the beginning of the financial period | 387,602 | 329,209 | |
| Effect of movements in exchange rates on cash held | 417 | (270) | |
| Cash and cash equivalents at the end of the financial period* | 507,639 | 370,687 | |
| * Balance represents: | |||
| Cash and cash equivalents | 114,810 | 79,826 | |
| Cash held on trust | 392,829 | 290,939 | |
| Bank overdrafts | - | (78) | |
| 507,639 | 370,687 |
The above consolidated statement of cash flows should be read in conjunction with the notes to the financial statements.
Steadfast Group Limited Notes to the Financial Statements For the half year ended 31 December 2018
Note 1. General information
This general purpose financial report is for the half year ended 31 December 2018 and comprises the consolidated financial statements of Steadfast Group Limited (Steadfast or the Company); its subsidiaries and the Group's interests in associates and joint ventures (Steadfast Group or the Group). These financial statements are presented in Australian dollars, which is Steadfast's functional and presentation currency.
The Company is a for-profit listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is Level 4, 99 Bathurst Street, Sydney NSW 2000.
A description of the nature of the Group's operations and its principal activities is included in the Directors' Report, which is not part of the financial report.
This financial report was authorised for issue by the Board on 20 February 2019.
This report should be read in conjunction with the annual report for the year ended 30 June 2018 and any public announcements made by the Company during the half year reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.
Note 2. Significant accounting policies
A. Statement of compliance
This half year financial report has been prepared in accordance with the Corporations Act 2001, Australian Accounting Standard AASB 134 Interim Financial Reporting, the recognition and measurement requirements of other applicable Australian Accounting Standards adopted by the Australian Accounting Standards Board, as appropriate for for-profit oriented entities and the Australian Securities Exchange (ASX) Listing Rules.
International Financial Reporting Standards (IFRS) refer to the overall framework of standards and pronouncements approved by the International Accounting Standards Board. IFRS forms the basis of the Australian Accounting Standards. This half year financial report of the Group does not include all information required for annual financial statement presentation in accordance with IFRS.
B. Basis of preparation of the financial report
The accounting policies adopted in the preparation of this financial report have been applied consistently by all entities in the Group and are the same as those applied for the most recent annual financial report except as described below. These financial statements have been prepared under the historical cost convention, modified, where applicable, by the measurement at fair value of certain non-current assets, financial assets and financial liabilities.
I. New and amended standards adopted by the Group
The Group has adopted the following revised or amending Accounting Standards issued by the Australian Accounting Standards Board that are mandatory for the year ended 30 June 2019 and thus are also applicable for the half year ended 31 December 2018. The effect of the adoption of these standards on the financial position of the Group is disclosed below:
| Title | Description | Note |
|---|---|---|
| AASB 9AASB 15AASB 2016-5 | Financial Instruments and the relevant amending standardsRevenue from Contracts with Customers and the relevant amending standardsAmendments to Australian Accounting Standards – Classification and Measurement ofShare-based Payment Transactions | (i)(ii)(iii) |
Table notes
(i) AASB 9 addresses classification, measurement and recognition of financial assets and financial liabilities. The standard replaces the guidance in AASB 139 that relates to the classification and measurement of financial instruments.
AASB 9 replaces the 'incurred loss' model in AASB 139 with an 'expected credit loss' (ECL) model. The new standard requires the recognition of expected credit losses from the moment when receivables are first recognised, rather than when a trigger event occurs. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group's historical experience and informed credit assessment and including forward-looking information. The Group has reviewed its financial assets and liabilities and identified that commission receivable is affected by the new accounting standard. The Group assumes that the credit risk on commission receivable has increased significantly if it is more than 90 days past due.
The new standard requires provision to be made for the expected non-recoverable portion of commission receivable at the time it is invoiced to the clients.
The Group initially applied AASB 9 at 1 July 2018 on a prospective basis in accordance with the transition provisions of AASB 9, under which the comparative information is not required to be restated. The cumulative effect of applying the new standard was recognised in opening retained earnings as at 1 July 2018. The following table summarises the impact of transition to AASB 9 on 1 July 2018.
| Impact of adopting AASB 9 | |
|---|---|
| at 1 July 2018 | |
| Consolidated statement of position | ($ '000) |
| Current assets | |
| Decrease in trade and other receivables (expected credit loss provision) | 2,571 |
| Non-current assets | |
| Increase in deferred tax assets | 753 |
| Equity | |
| Decrease in opening retained earnings | 1,501 |
| Decrease in non-controlling interests | 317 |
On 1 July 2018 (the date of initial application of AASB 9), the Group's management assessed which business models apply to the financial assets and financial liabilities held by the Group and classified its financial instruments into the appropriate AASB 9 categories. Based on this assessment, there was no change due to the classification of the Group's financial assets and liabilities.
As a result of the adoption of AASB 9, credit loss allowances related to commission receivables are presented separately in the Consolidated Statement of Profit and Loss and Other Comprehensive Income as "Impairment expense – financial assets".
(ii) AASB 15 Revenue from Contracts with Customers introduces a comprehensive revenue recognition model aimed at enhancing comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. The standard replaces AASB 118 Revenue, AASB 111 Construction Contracts and related interpretations.
The core principle of AASB 15 is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Specifically AASB 15 introduces the following 5-step approach to revenue recognition:
- Step 1: Identify the contract(s) with a customer
- Step 2: Identify the performance obligations in the contract
- Step 3: Determine the transaction price
- Step 4: Allocate the transaction price to the performance obligations in the contract
- Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation
After completing a detailed review using the 5-step approach described above, the Group has identified commission revenue in respect of claims handling services as an area that is affected by the new accounting standard. The application of the new standard results in the identification of a separate performance obligation for handling claims on behalf of customers as part of the insurance intermediaries' customary business practices. When applying AASB 15, fee and commission income associated with claims handling services is deferred on a basis that involves adding a margin to the costs of performing claims handling services, resulting in the later recognition of this revenue. There will be no material impact on the consolidated statement of profit or loss provided that the business volumes do not change significantly from one reporting period to the next.
The Group initially applied AASB 15 at 1 July 2018. It chose to apply the transition option in paragraph C3(b) of AASB 15 under which the comparative information is not required to be restated. The cumulative effect of applying the new standard was recognised in opening retained earnings as at 1 July 2018. The following table summarises the impact of transition to AASB 15 on 1 July 2018.
| Impact of adopting AASB 15 | |
|---|---|
| at 1 July 2018 | |
| Consolidated statement of position | ($ '000) |
| Non-current assets | |
| Increase in deferred tax assets | 5,629 |
| Current liabilities | |
| Increase in deferred income – claims handling | 19,112 |
| Equity | |
| Decrease in retained earnings | 10,829 |
| Decrease in non-controlling interests | 2,654 |
The following tables summarise the impacts of adopting AASB 15 on the Group's interim statement of financial position as at 31 December 2018 and its interim statement of profit or loss for the six months then ended for each of the line items affected.
Impact on the interim consolidated statement of financial position
| As at December 2018 | As reported$'000 | Adjustments$'000 | Amountswithoutadoption ofAASB 15$'000 |
|---|---|---|---|
| Assets | |||
| Total current assets | 657,504 | - | 657,504 |
| Deferred tax assets / (liabilities) | 4,908 | (5,991) | (1,083) |
| Others | 1,319,034 | (778) | 1,318,256 |
| Total non-current assets | 1,323,942 | (6,769) | 1,317,173 |
| Total assets | 1,981,446 | (6,769) | 1,974,677 |
| LiabilitiesTrade and other liabilities (including deferred income – | |||
| claims handling) | 72,307 | (20,316) | 51,991 |
| Others | 451,145 | - | 451,145 |
| Total current liabilities | 523,452 | (20,316) | 503,136 |
| Total non-current liabilities | 399,370 | - | 399,370 |
| Total liabilities | 922,822 | (20,316) | 902,506 |
| Net assets | 1,058,624 | 13,547 | 1,072,171 |
| Equity | |||
| Retained earnings | 1,330 | 10,894 | 12,224 |
| Non-controlling interests | 77,122 | 2,653 | 79,775 |
| Others | 980,172 | - | 980,172 |
| Total equity | 1,058,624 | 13,547 | 1,072,171 |
Impact on the interim consolidated statement of profit or loss and other comprehensive income
| Amountswithout | |||
|---|---|---|---|
| For the half year ended 31 December 2018 | As reported$'000 | Adjustments$'000 | adoption ofAASB 15$'000 |
| Fee and commission income | 278,136 | 92 | 278,228 |
| Others | (213,493) | - | (213,493) |
| Income tax expense | (16,124) | (28) | (16,152) |
| Profit after income tax expense for the period | 48,519 | 64 | 48,583 |
| Other comprehensive income for the period | 1,374 | - | 1,374 |
| Total comprehensive income for the period | 49,893 | 64 | 49,957 |
| Profit for the period is attributable to | |||
| Non-controlling interests | 7,984 | 1 | 7,985 |
| Owners of Steadfast Group Limited | 40,535 | 63 | 40,598 |
| 48,519 | 64 | 48,583 | |
| Total comprehensive income for the period isattributable to: | |||
| Non-controlling interests | 7,984 | 1 | 7,985 |
| Owners of Steadfast Group Limited | 41,909 | 63 | 41,972 |
| 49,893 | 64 | 49,957 |
Disaggregation of revenue
The Group's revenue is disaggregated by major products and services which is consistent with the revenue information by reportable segment as disclosed in note 4. The Group's main revenue streams are as follows:
a. Fee and commission income
Commission, brokerage and fees are recognised when the related service has been provided and it is probable that the Group will be compensated for services rendered, and the amount of consideration for such services can be reliably measured. This is deemed to be the invoice date. Where the contract specifically identifies the performance obligations then revenue is recognised accordingly. Commonly, where there is a future obligation to provide claims handling services, a portion of the commission income is deferred over the expected service period.
b. Marketing and administration (M&A) fees and other professional services
The Company has negotiated with strategic partners, such as insurers, premium funders and underwriting agencies, to receive M&A fees from those entities for participating in the Group's preferred products. These amounts are recognised as revenue when base premium is placed (in the case of insurers and underwriting agencies) or premiums funded (in the case of premium funders). Other professional services include services provided by Steadfast Technology companies, and other insurance related professional services. This revenue is recognised when the related service has been provided. Where the arrangements are fee-based then revenue is recognised in line with the distinct and separate performance obligations in the contract.
c. Other revenue
Other revenue is mainly fee-based arrangements and is recognised in line with the distinct and separate obligations in the contract.
(iii) These changes are not expected to have a significant financial impact to the Group.
II. Comparative balances
As part of the project undertaken in relation to the adoption of AASB 15 and AASB 9, including a comparison to global practices, the Group has also determined that it should no longer recognise a receivable in relation to the insurance premiums owed by policy holders upon entering into a policy. This is in recognition of the role of the Group's insurance intermediaries and they are not liable as principals for the insurance premiums. Similarly, the Group will not recognise a liability for insurance premiums payable to the insurer until cash is received from the policy holder.
The following tables summarise the impact of change as at 31 December 2018 and 30 June 2018.
| Consolidated statement of position | As at 31 December 2018($'000) |
|---|---|
| Current assets | |
| Decrease in receivables from broking/underwriting agency operations | 368,997 |
| Increase in trade and other receivables | 83,827 |
| Current liabilities | |
| Decrease in payables on broking/underwriting agency operations | 285,170 |
| Consolidated statement of position | As at 30 June 2018($'000) |
|---|---|
| Current assets | |
| Decrease in receivables from broking/underwriting agency operations | 430,140 |
| Increase in trade and other receivables | 93,792 |
| Current liabilities | |
| Decrease in payables on broking/underwriting agency operations | 336,348 |
III. Rounding
The Group is of the kind referred to in the ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191 issued by the Australian Securities & Investment Commission. In accordance with that Instrument, amounts in the Directors' report and financial report have been rounded to the nearest thousand dollars, unless otherwise stated.
IV**.** Australian Accounting Standards issued and not yet effective
The Group has not early adopted and applied any new, revised or amending Accounting Standards and Interpretations that are not yet mandatory for the half year ended 31 December 2018.
The Group intends to adopt new, revised or amending Accounting Standards and Interpretations in the operating year commencing 1 July after the effective date of these standards and interpretations as set out in the table below. Additional disclosures as a result of adopting these new accounting standards will be provided in accordance with the disclosure requirements. The Group does not expect any adverse impact to financial covenants as a result of applying these new accounting standards.
| Title | Description | Effective date | Operating year | Note |
|---|---|---|---|---|
| AASB 16 | Leases | 1 January 2019 | 30 June 2020 | (i) |
| AASB 17 | Insurance Contracts | 1 January 2021 | 30 June 2022 | (ii) |
Table notes
(i) AASB 16 Leases replaces AASB 117 Leases and it effectively requires recognition of the majority of leases on the balance sheet. The primary impact of the new leases standard will be the accounting for the Group's operating leases by recognising the leased asset as an asset and a liability for the leasing obligations.
The Group intends to apply the short term and low value recognition exemptions available under paragraph 5 of AASB 16. The Group intends to adopt the paragraph C8(b)(i) modified retrospective approach on transition with practical expedients as permitted by the new standard. The modified retrospective approach does not require comparative financial information to be restated.
It is expected that on initial application of the abovementioned options on 1 July 2019, there will be:
- increases in property, plant and equipment and the corresponding lease liabilities;
- front-loaded lease expense comprising interest and depreciation expenses; and
- reclassification of cash flows in the consolidated statement of cash flows.
Based on operating lease commitments as at 31 December 2018, the application of the modified retrospective approach under paragraph C8(b)(i) would have had the following estimated impacts on the balance sheet on 31 December 2018 if the Group had been required to apply the new standard on that date:
- $43 million increase in lease liability measured at the present value of the remaining lease payments, discounted using the Group's incremental borrowing rate;
- $40 million increase in right-of-use asset measured at its carrying amount as if the new standard had been applied since the commencement date of the lease, discounted using the Group's incremental borrowing rate; and
- $2 to $3 million impact on retained earnings.
At this stage, the Group does not intend to adopt the standard before its effective date of 1 July 2019.
(ii) AASB 17 Insurance Contracts was issued in July 2017 as a replacement for AASB 4 Insurance Contracts and will be applicable to general, life and health insurance businesses. The new accounting standard introduces a new general model for measuring and accounting for insurance contracts. It requires insurance contracts to be measured on building blocks of discounted, probability-weighted cash flows, a risk adjustment and a contractual service margin representing the unearned profit of the contract.
The Group is in the business of providing services to the Steadfast Network brokers, distributing insurance policies via insurance brokerages and underwriting agencies, and providing related services. The Group generally does not issue insurance contracts or reinsurance contracts and as such does not expect any material financial impact from AASB 17.
Note 3. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates may differ from the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the half year ended 31 December 2018 are detailed below.
A. Fair value of assets acquired
The Group measures the net assets acquired in a business combination at their fair value at the date of acquisition. If new information obtained within one year from the acquisition date about facts and circumstances that existed at the acquisition date identifies adjustments to the fair value, then the amounts recognised as at the acquisition date will be retrospectively revised.
Fair value is estimated with reference to the market transactions for similar assets or discounted cash flow analysis.
B. Fair value of financial assets and liabilities
The Group's financial assets and liabilities are measured at fair value at the end of each reporting period. The following table gives information about how the fair value of financial assets and liabilities are determined, including the valuation technique and inputs used. For the Group's financial assets and liabilities not measured at fair value, their carrying amount provides a reasonable approximation of their fair values.
| Financialinstrument | Fairvaluehierarchy | Valuation technique | Significantunobservableinputs | Relationship of unobservableinputs to fair value |
|---|---|---|---|---|
| Deferredconsideration | Level 3 | The fair value is calculatedbased on a contracted multipleof forecast EBITA or fees andcommissions | Forecast EBITA or feesand commissions | The estimated fair value wouldincrease/decrease if the forecastEBITA or fees and commissionswere higher/lower |
| Interest rateswaps | Level 2 | The fair value is calculatedusing the present value of theestimated future cash flowbased on observable yieldcurves | Not applicable | Not applicable |
| Investment inlisted shares | Level 1 | The fair value is calculatedbased on number of sharesmultiplied by quoted price onASX | Not applicable | Not applicable |
C. Deferred consideration
The Group has made a best estimate of the fair value of consideration payable for the acquisitions where there is a variable purchase price (generally, a multiple of revenue or future period earnings before interest expense, tax and amortisation (EBITA)) after performing due diligence on the acquisition. Should the final consideration payable vary from these estimates, the Group will be required to recognise the difference as expense or income.
D. Goodwill
Goodwill is not amortised but assessed for impairment annually and otherwise when there is an evidence of impairment.
The recoverable amount of goodwill is estimated using the higher of fair value or the value in use analysis of the relevant cash generating unit (CGU) deducting the carrying amount of the identifiable net assets of the CGU. Key assumptions used in the calculation of recoverable amounts are the discount rates, terminal value growth rates and inputs to revenue and expense growth assumptions.
E. Intangible assets
The carrying amounts of intangible assets with finite lives are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated on the same basis as goodwill above.
An impairment loss is recognised if the carrying amount of the intangible asset exceeds its recoverable amount.
F. Equity-accounted investments
Equity-accounted investments are carried at the lower of the equity-accounted amount and the recoverable amount.
The carrying amounts of equity-accounted investments (which include embedded amounts of intangible assets) are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated on the same basis as goodwill above.
An impairment loss is recognised if the carrying amount of the equity-accounted investment exceeds its recoverable amount.
G. Estimation of useful lives of assets
The Group determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase/decrease where the useful lives are less/greater than previously estimated. It would also change if the amortisation methodology was reassessed.
H. Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences and operating tax losses only if the Group considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
I. Deferred revenue for claims handling
Deferred revenue relating to claims handling is determined by calculating a margin and adding it to estimated costs based on past history associated with claims handling. Revenue is recognised over a period of time that the claims handling performance obligation is being performed.
J. Expected credit loss provision
The expected credit loss provision has been estimated based on the analysis of aged receivable, as the Group assumes that the credit risk on commission receivable has increased significantly if it is more than 90 days past due as well as based on assumptions made on forward-looking information.
Note 4. Operating segments
The Company's corporate structure includes equity investments in insurance intermediary entities (insurance broking, underwriting agencies and premium funders) and complementary businesses. Discrete financial information about each of these entities is reported to management on a regular basis and, accordingly, management considers each entity to be a discrete business operation. The Company believes that all of the Group's equity investments in insurance intermediary entities exhibit similar economic characteristics and have therefore been aggregated into a single reporting segment, being the general insurance intermediary sector. This assessment is based on each of the business operations having similar products and services, similar types of customer, employing similar operating processes and procedures, and operating within similar regulatory environments.
The Group is in the business of distributing and advising on insurance products primarily in Australia and New Zealand. The Group is also expanding its footprint in the United Kingdom and Singapore, and has acquired a non-controlling interest in unisonSteadfast, a network headquartered in Germany. Regarding geographical information, the revenue and non-current assets attributed to geographies outside of Australasia are currently immaterial to the Group and hence no separate geographical disclosure has been made.
In addition to reviewing performance based on statutory profit after tax, the Chief Operating Decision Maker (being the Managing Director & CEO) also reviews a key additional performance measure being underlying earnings before interest expense, tax and amortisation on acquired intangible assets (EBITA) broken down by consolidated entities, associates and joint ventures. The underlying EBITA excludes non-trading items as described in note 4(i). The separate identification of non-trading items and EBITA are not disclosed in accordance with current Australian Accounting Standards requirements. Non-trading items are separately identified as they are considered to be unusual or non-recurring in nature.
The additional performance measures, EBITA and other related information (broken down by consolidated entities, and associates and joint ventures) provided on a regular basis to the Chief Operating Decision Maker are outlined in the table below.
| Half year to 31 Dec 2018 | |||||||
|---|---|---|---|---|---|---|---|
| Table | Insurance | Non | |||||
| note | intermed | Total | Reclass | trading | Total | ||
| iary | Other | underlying | ification | items(i) | statutory | ||
| $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | ||
| Fee and commission income | 278,123 | - | 278,123 | (69,560) | - | 208,563 | |
| Marketing and administration | |||||||
| and other professional services | 36,266 | 1,429 | 37,695 | 1,003 | - | 38,698 | |
| fees | |||||||
| Interest income | 4,075 | 8 | 4,083 | - | (33) | 4,050 | |
| Share of profits from associates | |||||||
| and joint ventures | 7,141 | 163 | 7,304 | 182 | - | 7,486 | |
| Other revenue | 948 | 34 | 982 | 95 | 3,079 | 4,156 | |
| Revenue | 326,553 | 1,634 | 328,187 | (68,280) | 3,046 | 262,953 | |
| Less: Share of profits from | |||||||
| associates and joint ventures | (7,141) | (163) | (7,304) | (182) | - | (7,486) | |
| Revenue – consolidated entities | 319,412 | 1,471 | 320,883 | (68,462) | 3,046 | 255,467 | |
| Employment expenses | (102,947) | (2,733) | (105,680) | (9,026) | - | (114,706) | |
| Occupancy expenses | (8,788) | (96) | (8,884) | - | - | (8,884) | |
| Other expenses | (130,999) | (1,673) | (132,672) | 78,985 | (98) | (53,785) | |
| Expenses - Consolidated entities | (242,734) | (4,502) | (247,236) | 69,959 | (98) | (177,375) | |
| EBITA – consolidated entities | 76,678 | (3,031) | 73,647 | 1,497 | 2,948 | 78,092 | |
| Share of EBITA from associates | |||||||
| and joint ventures | 12,589 | 269 | 12,858 | 77 | - | 12,935 | |
| EBITA before non-trading items | |||||||
| and adjustments for investment | |||||||
| in listed securities | 89,267 | (2,762) | 86,505 | 1,574 | 2,948 | 91,027 | |
| Investment in listed securities | |||||||
| Dividends received | 95 | - | 95 | (95) | - | - | |
| Mark to market adjustments | (1,200) | - | (1,200) | 1,200 | - | - | |
| EBITA | 88,162 | (2,762) | 85,400 | 2,679 | 2,948 | 91,027 | |
| Finance costs | (ii) | (6,201) | (1) | (6,202) | - | - | (6,202) |
| Amortisation expense | (iii) | (12,373) | (1,589) | (13,962) | (2,679) | - | (16,641) |
| Income tax benefit/(expense) | (iv) | (20,385) | 1,027 | (19,358) | - | (307) | (19,665) |
| Net profit after tax | 49,203 | (3,325) | 45,878 | - | 2,641 | 48,519 | |
| Non-controlling interests | (7,634) | - | (7,634) | - | (350) | (7,984) | |
| Net profit after income tax | |||||||
| attributable to owners of | |||||||
| Steadfast Group Limited | |||||||
| (NPAT) | 41,569 | (3,325) | 38,244 | - | 2,291 | 40,535 |
| Table | Insurance | Non | |||||
|---|---|---|---|---|---|---|---|
| note | intermed | Total | Reclass | trading | Total | ||
| iary | Other | underlying | ification | items(i) | statutory | ||
| $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | ||
| Fee and commission income | 225,774 | - | 225,774 | (58,721) | - | 167,053 | |
| Marketing and administration | |||||||
| and other professional services | |||||||
| fees | 30,396 | 1,140 | 31,536 | 1,554 | - | 33,090 | |
| Interest income | 3,644 | 2 | 3,646 | - | 254 | 3,900 | |
| Share of profits from associates | |||||||
| and joint ventures | 6,149 | 184 | 6,333 | 200 | - | 6,533 | |
| Other revenue | 794 | - | 794 | 1,510 | 4,030 | 6,334 | |
| Revenue | 266,757 | 1,326 | 268,083 | (55,457) | 4,284 | 216,910 | |
| Less: Share of profits from | |||||||
| associates and joint ventures | (6,149) | (184) | (6,333) | (200) | - | (6,533) | |
| Revenue – consolidated entities | 260,608 | 1,142 | 261,750 | (55,657) | 4,284 | 210,377 | |
| Employment expenses | (86,234) | (1,703) | (87,937) | (6,840) | (577) | (95,354) | |
| Occupancy expenses | (7,597) | (124) | (7,721) | - | - | (7,721) | |
| Other expenses | (105,690) | (451) | (106,141) | 65,171 | (2,334) | (43,304) | |
| Expenses - Consolidated entities | |||||||
| (199,521) | (2,278) | (201,799) | 58,331 | (2,911) | (146,379) | ||
| EBITA – consolidated entities | 61,087 | (1,136) | 59,951 | 2,674 | 1,373 | 63,998 | |
| Share of EBITA from associates | |||||||
| and joint ventures | 11,087 | 303 | 11,390 | - | - | 11,390 | |
| EBITA before non-trading items | |||||||
| and adjustments for investment | |||||||
| in listed securities | 72,174 | (833) | 71,341 | 2,674 | 1,373 | 75,388 | |
| Investment in listed securitiesMark to market adjustments | 1,500 | - | 1,500 | (1,500) | - | - | |
| EBITA | 73,674 | (833) | 72,841 | 1,174 | 1,373 | 75,388 | |
| Finance costs | (ii) | (5,409) | (2) | (5,411) | - | - | (5,411) |
| Amortisation expense | (iii) | (11,556) | (416) | (11,972) | (1,174) | - | (13,146) |
| Income tax benefit / (expense) | (iv) | (17,773) | 560 | (17,213) | - | 170 | (17,043) |
| Net profit after tax | 38,936 | (691) | 38,245 | - | 1,543 | 39,788 | |
| Non-controlling interests | (5,736) | - | (5,736) | - | (239) | (5,975) | |
| Net profit after income tax | |||||||
| attributable to owners of | |||||||
| Steadfast Group Limited (NPAT) | |||||||
| 33,200 | (691) | 32,509 | - | 1,304 | 33,813 | ||
Half year to 31 Dec 2017
TABLE NOTES
| Half year to 31 Dec 2018 | Half year to 31 Dec 2017 | |||||
|---|---|---|---|---|---|---|
| Insuranceintermed | Insuranceintermed | |||||
| iary | Other | Total | iary | Other | Total | |
| $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | |
| (i) Non-trading items | ||||||
| Breakdown of non-trading income adjustments: | ||||||
| Reversal of deemed interest costs on | ||||||
| interest free executive loans | (33) | - | (33) | 254 | - | 254 |
| Net gain from sale of investments in | ||||||
| subsidiaries and associates | 1,647 | - | 1,647 | 460 | - | 460 |
| Net gain from fair value of investments | ||||||
| on step up to subsidiaries | 1,210 | - | 1,210 | - | - | - |
| Other income | 222 | - | 222 | - | - | - |
| Net gain on re-estimation and | ||||||
| settlement of deferred consideration* | - | - | - | 3,570 | - | 3,570 |
| 3,046 | - | 3,046 | 4,284 | - | 4,284 | |
| Breakdown of non-trading expenses adjustment: | ||||||
| Non- recurring redundancy costs | - | - | - | (577) | - | (577) |
| Impairment loss (Note 7)* | ||||||
| - | - | - | (2,334) | - | (2,334) | |
| Net loss on re-estimation andsettlement of deferred consideration* | (98) | - | (98) | - | - | - |
| (98) | - | (98) | (2,911) | - | (2,911) |
*The Group often defers a portion of the purchase price of a business and makes the final payment referable to future financial performance. At the time of acquisition, an estimate is made as to the fair value of the final payment. This is reviewed each half-year based on information available and at settlement, and the estimate is adjusted if appropriate. Any adjustment is taken to profit (downwards estimate) or loss (upwards estimate). Where an estimate is reduced, the Group will consider whether the factors leading to the estimate of deferred consideration represent an indicator of impairment, and if so, the need for impairment is considered. The deferred consideration adjustments and impairments do not affect cash flows from operating activities.
| Total non-trading items: | ||||||
|---|---|---|---|---|---|---|
| Non-trading revenue | 3,046 | - | 3,046 | 4,284 | - | 4,284 |
| Non-trading expenses | (98) | - | (98) | (2,911) | - | (2,911) |
| Total non-trading items: | 2,948 | - | 2,948 | 1,373 | - | 1,373 |
| Income tax benefit/(expense) | (307) | - | (307) | 170 | - | 170 |
| Non-controlling interests | (350) | - | (350) | (239) | - | (239) |
| Total non-trading items to NPAT * | 2,291 | - | 2,291 | 1,304 | - | 1,304 |
(ii) Breakdown of finance costs on total underlying:
| Finance costs – consolidated entitiesFinance costs – associates and joint | (5,942) | - | (5,942) | (5,118) | - | (5,118) |
|---|---|---|---|---|---|---|
| ventures | (259) | (1) | (260) | (291) | (2) | (293) |
| (6,201) | (1) | (6,202) | (5,409) | (2) | (5,411) |
(iii) Breakdown of amortisation expenses of acquired intangibles on total underlying:
| Amortisation expense – consolidatedentitiesAmortisation expense – associates and | (10,838) | (1,553) | (12,391) | (9,966) | (380) | (10,346) |
|---|---|---|---|---|---|---|
| joint ventures | (1,535) | (36) | (1,571) | (1,590) | (36) | (1,626) |
| (12,373) | (1,589) | (13,962) | (11,556) | (416) | (11,972) |
(iv) Breakdown of income tax benefit/(expense) on total underlying:
| Income tax benefit/(expense) –consolidated entitiesIncome tax expense – associates and | (16,733) | 1,097 | (15,636) | (14,916) | 641 | (14,275) |
|---|---|---|---|---|---|---|
| joint ventures | (3,652) | (70) | (3,722) | (2,857) | (81) | (2,938) |
| (20,385) | 1,027 | (19,358) | (17,773) | 560 | (17,213) |
Note 5. Earnings per share
| Half year to31 Dec 2018cents | Half year to31 Dec 2017cents | |
|---|---|---|
| A. Reporting period valueBasic earnings per share | 5.14 | 4.51 |
| Diluted earnings per share | 5.12 | 4.48 |
If non-trading items were removed, the underlying earnings per share would be as follows:
| Half year to31 Dec 2018cents | Half year to31 Dec 2017cents | |
|---|---|---|
| Basic earnings per share | 4.85 | 4.33 |
| Diluted earnings per share | 4.83 | 4.31 |
| Half year to31 Dec 2018$'000 | Half year to31 Dec 2017$'000 | |
|---|---|---|
| B. Reconciliation of earnings used in calculating earnings per share | ||
| Profit after income tax | 48,519 | 39,788 |
| Non-controlling interests | (7,984) | (5,975) |
| Profit after income tax attributable to the owners of Steadfast Group Limited | ||
| for calculation of statutory basic and diluted earnings per share | 40,535 | 33,813 |
| Removing non-trading items: | ||
| Income | (3,046) | (4,284) |
| Expense | 98 | 2,911 |
| Income tax expense/(benefit) | 307 | (170) |
| Non-controlling interests (net of tax) | 350 | 239 |
| Profit after income tax attributable to the owners of Steadfast Group Limited | ||
| for calculation of underlying basic and diluted earnings per share | 38,244 | 32,509 |
| Half year to31 Dec 2018Number in '000 | Half year to31 Dec 2017Number in '000 | |
|---|---|---|
| C. Reconciliation of weighted average number ofshares used in calculating earnings per shareI. Weighted average number of ordinary shares issued | ||
| Weighted average number of ordinary shares issued | 793,036 | 754,460 |
| Weighted average number of treasury shares held in trust | (3,945) | (3,979) |
| Weighted average number of ordinary shares used in | ||
| calculating basic earnings per share | 789,091 | 750,481 |
| II. Weighted average number of dilutive potentialordinary shares related to | ||
| Weighted average number of ordinary shares | 789,091 | 750,481 |
| Effect of share based payment arrangements(a) | 2,922 | 1,537 |
| Effect of deemed bonus shares on share options(b) | - | 1,910 |
| Weighted average number of ordinary shares used in | ||
| calculating diluted earnings per share | 792,013 | 753,928 |
The weighted average number of ordinary shares or dilutive potential ordinary shares is calculated by taking into account the period from the issue date of the shares to the reporting date unless otherwise stated as below:
- (a) Steadfast operates share-based payments arrangements (being an employee conditional rights scheme, a short-term incentive plan and a long-term incentive plan) where eligible employees could receive conditional rights instead of cash. One conditional right will convert to one ordinary share subject to vesting conditions being met. These share-based payments arrangements are granted to employees free of costs and no consideration will be paid on conversion to Steadfast's ordinary shares. These arrangements have a dilutive effect to the basic earnings per share (EPS).
- (b) 3.000 million share options were issued to a member of key management personnel of an acquired business in 2013 with an exercise price of $1.00 per share. The share options were exercised on 25 February 2018. Because the average share price up to 25 February 2018 exceeded the exercise price, 1.910 million shares were deemed to be bonus shares in the half year to December 2017.
Note 6. Dividends
A. Dividends on ordinary shares during the half year
| Cents pershare | Total amount$'000 | Payment date | Tax rate forfranking credit | Percentagefranked | |
|---|---|---|---|---|---|
| 31 December 20182018 final dividend | 4.7 | 37,272 | 20 September 2018 | 30% | 100% |
| 31 December 20172017 final dividend | 4.4 | 32,988 | 13 October 2017 | 30% | 100% |
It is standard practice that the Board declares the dividend for a period after the relevant reporting date. A dividend is not accrued for until it is declared and so the dividends for a period are generally recognised and measured in the financial reporting period following the period to which the dividends relate.
B. Dividend policy
The Company targets a dividend payout ratio in the range of 65% to 85% of net profit after tax attributable to shareholders of the Company with a minimum dividend payout ratio of 50% of net profit after tax and before amortisation expense.
C. Dividend reinvestment
A Dividend Reinvestment Plan (DRP) allows equity holders to elect to receive their dividend entitlement in the form of the Company's ordinary shares. The price of DRP shares is the average share market price calculated over the pricing period (which is at least five trading days) less any discount as determined by the Board for each dividend payment date.
D. Dividend not recognised at reporting date
On 20 February 2019, the Board resolved to pay the following dividend. As this occurred after the reporting date, the dividends declared have not been recognised in this financial report.
| Cents pershare | Totalamount$'000 | Expected paymentdate | Tax rate forfranking credit | Percentagefranked | |
|---|---|---|---|---|---|
| 2019 interim dividend | 3.2 | 24,584 | 21 March 2019 | 30% | 100% |
The Company's DRP will operate by purchasing ordinary shares on market. No discount will be applied. The last election notice for participation in the DRP in relation to this interim dividend is 27 February 2019.
Note 7. Intangible assets and goodwill
| Other | Total | ||||
|---|---|---|---|---|---|
| Customer | Capitalised | Intangible | intangible | ||
| relationships | software | assets | assets | Goodwill | |
| $'000 | $'000 | $'000 | $'000 | $'000 | |
| 31 December 2018 | |||||
| A. Composition | |||||
| At cost | 264,995 | 31,959 | 7,956 | 304,910 | 921,109 |
| Accumulated amortisation and impairment | (101,827) | (7,669) | (5,659) | (115,155) | (6,918) |
| 163,168 | 24,290 | 2,297 | 189,755 | 914,191 | |
| B. Movements (6 months) | |||||
| Balance at the beginning of the financial | |||||
| period | 148,048 | 20,960 | 2,652 | 171,660 | 816,246 |
| Additions | - | 6,020 | 41 | 6,061 | - |
| Additions through business combinations | 28,174 | - | - | 28,174 | 97,819 |
| Reduction upon loss of control | (1,208) | - | - | (1,208) | - |
| Amortisation expense – acquired intangibles | (11,907) | (88) | (396) | (12,391) | - |
| Amortisation expense – developed intangibles | - | (2,602) | - | (2,602) | - |
| Net foreign currency exchange difference | 61 | - | - | 61 | 126 |
| Balance at the end of the financial period | 163,168 | 24,290 | 2,297 | 189,755 | 914,191 |
| Customerrelationships | Capitalisedsoftware | OtherIntangibleassets | Totalintangibleassets | Goodwill | |
|---|---|---|---|---|---|
| $'000 | $'000 | $'000 | $'000 | $'000 | |
| 30 Jun 2018 | |||||
| C. Composition | |||||
| At cost | 237,927 | 25,939 | 7,915 | 271,781 | 823,058 |
| Accumulated amortisation and impairment | (89,879) | (4,979) | (5,263) | (100,121) | (6,812) |
| 148,048 | 20,960 | 2,652 | 171,660 | 816,246 | |
| D. Movements (12 months) | |||||
| Balance at the beginning of the financial | 139,479 | 12,348 | 3,163 | 154,990 | 717,397 |
| period | |||||
| Additions | - | 11,834 | 99 | 11,933 | - |
| Additions through business combinations | 31,469 | - | - | 31,469 | 108,203 |
| Reduction upon loss of control | (2,193) | - | - | (2,193) | (7,015) |
| Amortisation expense transferred to other | |||||
| reserve on hubbing | 532 | - | 104 | 636 | - |
| Amortisation expense – acquired intangibles | (21,064) | (226) | (714) | (22,004) | - |
| Amortisation expense – developed intangibles | - | (2,996) | - | (2,996) | - |
| Impairment | (154) | - | - | (154) | (2,218) |
| Net foreign currency exchange difference | (21) | - | - | (21) | (121) |
| Balance at the end of the financial period | 148,048 | 20,960 | 2,652 | 171,660 | 816,246 |
Note 8. Borrowings
| 31 Dec 2018 | 30 Jun 2018 | |
|---|---|---|
| $'000 | $'000 | |
| A. Bank loans | ||
| Current | 901 | 1,055 |
| Non-current | 331,559 | 218,985 |
| 332,460 | 220,040 | |
| Capitalised transaction costs | (1,736) | (800) |
| 330,724 | 219,240 | |
| B. Bank facilities available | ||
| Bank facilities drawn down or applied | ||
| Bank loans - corporate facility | 282,654 | 171,500 |
| Bank loans - subsidiaries | 49,806 | 48,540 |
| 332,460 | 220,040 | |
| Lines of credit - corporate facility | 3,133 | 4,241 |
| Lines of credit - subsidiaries | - | - |
| 335,593 | 224,281 | |
| Bank facilities not drawn down or applied | ||
| Bank loans - corporate facility | 96,346 | 107,500 |
| Bank loans - subsidiaries | 648 | 598 |
| Lines of credit - corporate facility | 2,867 | 1,759 |
| Lines of credit - subsidiaries | 1,278 | 1,075 |
| 101,139 | 110,932 | |
| Total bank facilities available | ||
| Bank loans | 429,454 | 328,138 |
| Lines of credit | 7,278 | 7,075 |
| 436,732 | 335,213 |
C. Corporate facility details
As at 31 December 2018:
- the Company had a $385.000 million multibank syndicated facility (corporate facility) with Macquarie Bank and ANZ Banking Group (30 June 2018: $285.000 million);
- $282.654 million of the $385.000 million facility had been drawn down, which together with $3.133 million for bonds and rental guarantees, leaves $99.213 million available in the corporate facility for future drawdowns (30 June 2018: $109.259 million).
The $285.000 million corporate facility negotiated in August 2015 was increased by $100.000 million to $385.000 million in October 2018. It consists of a three-year tranche of $335.000 million and a five-year tranche of $50.000 million. The three-year tranche was extended by two one-year extensions by agreement of all parties at the end of the first and second year of the facility. The maturity date of both tranches is now August 2020.
The facility charges variable interest rates based on BBSY plus the applicable margin. In August 2015 the Company entered into a three-year interest rate swap with notional amount of $75.000 million where the Company swaps the floating rate payment into fixed rate payments. The interest rate swap matured in August 2018, and no further interest rate swaps have been entered into in the six months to December 2018.
The key terms and conditions of the multi-bank syndicated facility are consistent with a facility of this size and nature and the circumstances of Steadfast. The Company remains compliant with the terms and conditions.
D. Reconciliation of movements of liabilities to cash flows arising from financing activities
| Bank loans –corporate facility$'000 | Bank loans –subsidiaries$'000 | Total bank loans$'000 | |
|---|---|---|---|
| 31 December 2018 | |||
| Balance at the beginning of the financial period | 170,700 | 48,540 | 219,240 |
| Proceeds from borrowings | 119,154 | 2,814 | 121,968 |
| Repayment of borrowings | (8,000) | (1,548) | (9,548) |
| Unwind capitalised transaction costs | (936) | - | (936) |
| Balance at the end of the financial period (net ofcapitalised transaction costs) | 280,918 | 49,806 | 330,724 |
Note 9. Trade and other liabilities
| 31 Dec 2018$'000 | 30 Jun 2018$'000 | |
|---|---|---|
| 3,664 | 2,127 | |
| Trade payablesDeferred income - claims handling | 25,959 | 5,548 |
| Deferred income - other | 5,352 | 1,696 |
| Accruals | 19,817 | 13,971 |
| Other payables | 17,515 | 15,147 |
| 72,307 | 38,489 |
Note 10. Notes to the statement of changes in equity and reserves
A. Share capital
| Half year to | Year to | Half year to | Year to | |
|---|---|---|---|---|
| 31 Dec 2018 | 30 Jun 2018 | 31 Dec 2018 | 30 Jun 2018 | |
| Number ofshares in 000's | Number ofshares in 000's | $'000 | $'000 | |
| Reconciliation of movementsBalance at the beginning of the | ||||
| financial year | 793,036 | 749,752 | 912,347 | 796,857 |
| Shares issued under the institutionaland retail share placementShares issued to Whitbread/Axis | - | 38,158 | - | 107,762 |
| vendors | - | 2,126 | - | 6,016 |
| Shares issued for call option exercisedby key management member of | ||||
| acquired business | - | 3,000 | - | 3,000 |
| Less: transaction costs (andadjustments thereto), net of income tax | - | - | 170 | (1,288) |
| Balance at the end of the financial year | 793,036 | 793,036 | 912,517 | 912,347 |
Ordinary shares in the Company have no par value and entitle the holder to participate in dividends as declared from time to time. All ordinary shares rank equally with regard to the Company's residual assets.
B. Treasury shares held in trust
| Half year to | Year to | Half year to | Year to | |
|---|---|---|---|---|
| 31 Dec 2018 | 30 Jun 2018 | 31 Dec 2018 | 30 Jun 2018 | |
| Number of | Number of | |||
| shares in 000's | shares in 000's | $'000 | $'000 | |
| Reconciliation of movements | ||||
| Balance at the beginning of the | ||||
| financial year | 4,002 | 4,144 | 7,728 | 7,014 |
| Shares allocated to employees | (1,274) | (914) | (1,775) | (1,368) |
| Shares acquired | 1,207 | 668 | 3,685 | 1,799 |
| Shares allotted through the Dividend | ||||
| Reinvestment Plan | 42 | 104 | 125 | 283 |
| Balance at the end of the financial year | 3,977 | 4,002 | 9,763 | 7,728 |
Treasury shares are ordinary shares of the Company bought on market by the trustee (a wholly owned subsidiary of the Group) of an employee share plan to meet future obligations under that plan when conditional rights vest and shares are allocated to participants.
C. Capital Risk Management
The Group's objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can continue its listing on the ASX, provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to minimise the cost of capital, within the risk appetite approved by the Directors.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, take on borrowings or sell assets to reduce debt.
The Group monitors capital on the basis of total gearing ratio, which is calculated as total borrowings of the Company and its subsidiaries divided by total equity and total borrowings of the Company and its subsidiaries. Currently the Group's total maximum gearing ratio determined by the Board is 30.0%. The Group gearing ratios at reporting date are as follows:
| Note | 31 Dec 2018$'000 | 30 Jun 2018$'000 | Maximumapproved | |
|---|---|---|---|---|
| Total borrowings of the Company and its subsidiariesTotal Group equityTotal Group equity and total borrowings of the Companyand its subsidiariesTotal gearing ratio | 8 | 335,5931,058,6241,394,21724.1% | 224,2811,056,9791,281,26017.5% | 30.0% |
D. Nature and purpose of reserves
I. Foreign currency translation reserve
The foreign currency translation reserve records the foreign currency differences from the translation of the financial information of foreign operations that have a functional currency other than Australian dollars.
II. Share based payments reserve
The share-based payments reserve is used to recognise the fair value at grant date of equity settled share-based remuneration provided to employees; as well as the discount on Executive Shares.
III. Other reserves
The other reserves are used to recognise other movements in equity including: cumulative net change in fair value of hedging instruments; the fair value of put options issued to a shareholder of a subsidiary over that subsidiary's shares; and the net effect on disposal of partial equity ownership in subsidiaries without loss of control.
IV. Undistributed profits reserve
The undistributed profits reserve consists of any retained amount from prior periods transferred from retained earnings. This reserve will be utilised should the Board declare a dividend from this reserve.
Note 11. Business combinations
Acquisitions for the half year ended 31 December 2018
During the half year ended 31 December 2018, the Group completed a number of acquisitions in accordance with its strategy.
The following disclosures provide the provisional financial impact to the group at the acquisition date. Only the significant acquisition with total consideration over $45 million is disclosed separately. Other acquisitions are disclosed in aggregate.
Acquisition of subsidiaries
The following tables provide:
- detailed information for the acquisition of National Adviser Services Pty Ltd trading as Community Broker Network (CBN) during the year; and
- aggregated information for five other acquired businesses (Other acquisitions).
Note 11F contains a list of subsidiaries acquired and the respective ownership interests.
A. Consideration paid/payable
| Other | |||
|---|---|---|---|
| CBN | acquisitions | Total | |
| Half year to 31 December 2018 | $'000 | $'000 | $'000 |
| Cash | 45,000 | 28,608 | 73,608 |
| Consideration shares | - | - | - |
| Deemed consideration(a) | - | 31,527 | 31,527 |
| Deferred consideration(b) | 17,760 | 12,681 | 30,441 |
| Total | 62,760 | 72,816 | 135,576 |
(a) This amount represents the fair value of the original investments in Abbott NZ Holdings Limited, Lanyon Partners Consolidated Pty Ltd, JPI Insurance Brokers Pty Ltd and Paramount Insurance Brokers Pty Ltd at the date the Group gained control of these entities which were previously associates of the Group.
(b) Pursuant to the Share Purchase Agreements, some of the consideration will be settled based on future years' actual financial performance and thus was recognised as deferred consideration by the Group. The deferred consideration is estimated based on a multiple of forecast revenue and/or earnings. Any variations at the time of settlement will be recognised as an expense or income in the statement of profit or loss and other comprehensive income. The deferred consideration shown above represents:
- $12.573 million of deferred consideration for which the maximum amount of payment is not capped; and
- $17.868 million of deferred consideration which is capped.
B. Identifiable assets and liabilities acquired
| Other | |||
|---|---|---|---|
| CBN | acquisitions | Total | |
| Half year to 31 December 2018 | $'000 | $'000 | $'000 |
| Cash, and cash equivalents(a) | 57,979 | 22,206 | 80,185 |
| Trade and other receivables(b) | 3,928 | 30,659 | 34,587 |
| Property, plant and equipment | 439 | 1,377 | 1,816 |
| Deferred tax assets | 916 | 1,486 | 2,402 |
| Identifiable intangibles | 9,365 | 18,809 | 28,174 |
| Other assets | 4,626 | 2,145 | 6,771 |
| Trade and other payables | (54,241) | (36,361) | (90,602) |
| Income tax payable | 798 | (1,882) | (1,084) |
| Provisions | (3,182) | (1,964) | (5,146) |
| Deferred tax liabilities | (2,953) | (5,847) | (8,800) |
| Other liabilities | (388) | (4,532) | (4,920) |
| Total net identifiable assets acquired | 17,287 | 26,096 | 43,383 |
(a) Includes cash held on trust.
(b) The trade receivables comprise contractual amounts and are expected to be fully recoverable.
If new information obtained within one year from the acquisition date about facts and circumstances that existed at the acquisition date identifies adjustments to the above amounts, then the acquisition accounting will be revised.
C. Goodwill on acquisition
| Half year to 31 December 2018 | CBN | Otheracquisitions | Total$'000 |
|---|---|---|---|
| $'000 | $'000 | ||
| Total consideration paid/payable | 62,760 | 72,816 | 135,576 |
| Total net identifiable assets acquired | (17,287) | (26,096) | (43,383) |
| Non-controlling interests acquired | - | 5,626 | 5,626 |
| Goodwill on acquisition* | 45,473 | 52,346 | 97,819 |
∗ The majority of goodwill relates to benefits from the combination of synergies as well as the acquired subsidiaries' ability to generate future profits. None of the goodwill recognised is expected to be deductible for tax purposes.
D. Financial performance of acquired subsidiaries
The contribution for the period since acquisition by the acquired subsidiaries to the financial performance of the Group is outlined in the table below.
| Other | |||
|---|---|---|---|
| CBN | acquisitions | Total | |
| Half year to 31 December 2018 | $'000 | $'000 | $'000 |
| Revenue | 3,230 | 9,409 | 12,639 |
| EBITA | 236 | 2,744 | 2,980 |
| Profit / (loss) after income tax | (16) | 1,744 | 1,728 |
If the acquisitions of subsidiaries occurred on 1 July 2018, the Group's revenue for the half year ended 31 December 2018 would increase from $262.953 million to $272.862 million and profit after income tax would increase from $48.519 million to $49.351 million.
E. Acquisition-related costs
The Group incurred acquisition-related costs, including stamp duty and legal fees, for business interests acquired during the half year ended 31 December 2018.
F. Subsidiaries acquired
The table below outlines all the subsidiaries acquired during the half year ended 31 December 2018.
| Name of subsidiary acquired | Table note | Ownership interest as at31 December 2018 |
|---|---|---|
| % | ||
| Abbott NZ Holdings Limited | (i) | 65.48 |
| HMIA Pty Ltd | 95.00 | |
| JPI Insurance Brokers Pty Ltd | (iii) | 100.00 |
| Lanyon Partners Consolidated Pty Ltd | (ii) | 97.60 |
| National Adviser Services Pty Ltd trading as Community Broker Network | 100.00 | |
| Paramount Insurance Brokers Pty Ltd | (ii) | 62.50 |
Table notes
(i) The Group obtained control of Abbott NZ Holding Limited (Abbott NZ) in September 2018 following amendments to the shareholders' agreement, which gave the Group the ability to direct the key financial and operating activities. As a result, Abbott NZ became a subsidiary of the Group.
(ii) During the half year the Group acquired additional shares in Lanyon Partners Consolidated Pty Ltd (Lanyon) and Paramount Insurance Brokers Pty Ltd (Paramount). As a result, Lanyon and Paramount which were previously associates became subsidiaries of the Group.
(iii) The Group acquired JPI Insurance Brokers Pty Ltd (JPI) through CBN, a wholly-owned subsidiary of the Group.
G. Deferred consideration reconciliation
The following table shows a reconciliation of movements in deferred consideration.
| Half year to31 Dec 2018$'000 | Year to30 Jun 2018$'000 | |
|---|---|---|
| Balance at the beginning of the financial period | 3,946 | 6,588 |
| Settlement of deferred consideration | (5,892) | (5,047) |
| Non-cash settlement of deferred consideration | (2) | (83) |
| Additions from new acquisitions in business combinations | 30,441 | 4,349 |
| Additions from new acquisitions of associates | 121 | - |
| Additions from step-up investments | 183 | 1,414 |
| Net (gain) / loss in profit or loss on settlement or reassessment | 98 | (3,275) |
| Balance at the end of the financial period | 28,895 | 3,946 |
| Disclosed as: | ||
| Deferred consideration current | 23,773 | 2,822 |
| Deferred consideration non-current | 5,122 | 1,124 |
| Balance at the end of the financial period | 28,895 | 3,946 |
The balance of deferred consideration at the end of the financial period represents:
| 31 Dec 2018$'000 | 30 Jun 2018$'000 | |
|---|---|---|
| Amount payable is limitedAmount payable is not cappedAmount payable is fixed | 17,07111,69413028,895 | -3,8151313,946 |
Note 12. Investments in associates
| Half year to31 Dec 2018 | Year to30 Jun 2018 | |
|---|---|---|
| $'000 | $'000 | |
| Reconciliation of movements | ||
| Balance at the beginning of the financial year | 138,743 | 125,690 |
| Additions – deemed consideration (a) | 1,886 | 2,125 |
| Additions – cash | 796 | 3,215 |
| Additions – scrip for scrip (b) | - | 22,085 |
| Step-up investment to subsidiaries | (30,039) | (11,403) |
| Disposal of associates | - | (1,491) |
| Share of EBITA from associates | 9,871 | 21,287 |
| Less share of: | ||
| Finance costs | (236) | (494) |
| Amortisation expense | (1,355) | (2,643) |
| Income tax expense | (2,642) | (5,714) |
| Share of associates' profit after income tax | 5,638 | 12,436 |
| Dividends received/receivable | (5,893) | (13,575) |
| Net foreign exchange movements | (15) | (339) |
| Balance at the end of the financial year | 111,116 | 138,743 |
Table notes
(a) This amount represents the carrying amounts of investments in associates of subsidiaries acquired during the financial year at the date the Group acquired them.
(b) The associate was acquired through scrip for scrip.
Note 13. Interest in joint ventures
| Half year to | Year to | |
|---|---|---|
| 31 Dec 2018 | 30 Jun 2018 | |
| $'000 | $'000 | |
| Reconciliation of movements | ||
| Balance at the beginning of the financial year | 6,862 | 11,362 |
| Additions | 10,938 | 4,153 |
| Reclassification to investment in subsidiaries | - | (8,429) |
| Share of EBITA from joint ventures | 3,064 | 3,815 |
| Less share of: | ||
| Finance costs | (24) | (89) |
| Amortisation expense | (293) | (572) |
| Income tax expense | (899) | (1,096) |
| Share of joint ventures' profit after income tax | 1,848 | 2,058 |
| Dividends received/receivable | (1,313) | (2,282) |
| Balance at the end of the financial year | 18,335 | 6,862 |
Note 14. Trade and other receivables
| 31 Dec 2018 | 30 Jun 2018 | |
|---|---|---|
| $'000 | $'000 | |
| Commission receivable | 83,827 | 93,792 |
| Less: expected credit loss provision | (2,544) | (114) |
| Net commission receivable | 81,283 | 93,678 |
| Other receivables | 59,903 | 53,944 |
| 141,186 | 147,622 |
Note 15. Other financial assets
| 31 Dec 2018 | 30 Jun 2018 | |
|---|---|---|
| $'000 | $'000 | |
| Investment in ASX listed securities at cost(a) | 5,000 | 5,000 |
| Fair value adjustment(a) | ||
| Opening balance | 1,500 | - |
| Fair value gain/(loss) on listed investment | (1,200) | 1,500 |
| Closing balance | 300 | 1,500 |
| Investment in non-listed securities at cost | 47 | 47 |
| 5,347 | 6,547 |
(a) During the prior year ended 30 June 2018, the Group invested $5.000 million in Johns Lyng Group Ltd, an ASX listed company. The investment is classified as a financial asset measured at fair value through profit or loss. The fair value adjustment above represents the mark to market movement for the half year ended 31 December 2018.
Note 16. Property, plant and equipment
| Buildings(a) | Other | Total | |
|---|---|---|---|
| $'000 | $'000 | $'000 | |
| 31 December 2018 | |||
| A. Composition | |||
| At cost | 27,836 | 39,710 | 67,546 |
| Accumulated depreciation | (3,702) | (23,869) | (27,571) |
| 24,134 | 15,841 | 39,975 | |
| B. Movements (6 months) | |||
| Balance at the beginning of the financial period | 24,255 | 14,746 | 39,001 |
| Additions | 247 | 1,152(b) | 1,399 |
| Additions through business combinations | - | 1,816 | 1,816 |
| Depreciation expense | (368) | (1,873) | (2,241) |
| Balance at the end of the financial period | 24,134 | 15,841 | 39,975 |
| Buildings(a) | Other | Total | |
|---|---|---|---|
| $'000 | $'000 | $'000 | |
| 30 June 2018 | |||
| A. Composition | |||
| At cost | 27,589 | 36,211 | 63,800 |
| Accumulated depreciation | (3,334) | (21,465) | (24,799) |
| 24,255 | 14,746 | 39,001 | |
| B. Movements | |||
| Balance at the beginning of the financial period | 16,334 | 11,164 | 27,498 |
| Additions | 8,562 | 5,130(b) | 13,692 |
| Additions through business combinations | - | 1,643 | 1,643 |
| Depreciation expense | (641) | (3,191) | (3,832) |
| Balance at the end of the financial period | 24,255 | 14,746 | 39,001 |
Table notes
- (a) The estimated useful life of buildings is 40 years.
- (b) The balance represents the net addition to leasehold improvements, office equipment and furniture, motor vehicles and other fixed assets in the Group. There were no material disposals in the current year, hence not separately disclosed.
The offices in Sydney used as the Group's head office are measured at cost. Based on the most recent transaction, the Directors believe that the buildings have a fair value at least $15 million in excess of their carrying value.
Note 17. Reconciliation of profit after income tax to net cash from operating activities
| Half year to31 Dec 2018$'000 | Half year to31 Dec 2017$'000 | |
|---|---|---|
| Profit after income tax expense for the half year | 48,519 | 39,788 |
| Adjustments for | ||
| Depreciation, amortisation and loss on disposal of property, plant and | ||
| equipment | 17,244 | 13,403 |
| Share of profits of associates and joint ventures | (7,486)(18,904) | (6,533) |
| Income tax paidDividends received from associates/joint ventures | 7,206 | (21,187)7,483 |
| Net (gain)/loss from adjustments to deferred consideration estimates | 98 | (3,570) |
| Capitalised interest on loans | (509) | (240) |
| Net gain on disposal of investment in subsidiaries and associates | (2,857) | (460) |
| Fair value (gain)/loss on financial assets | 1,200 | (1,500) |
| Share-based payments and incentives accruals | 3,971 | 1,680 |
| Impairment expense | - | 2,334 |
| Change in operating assets and liabilities | ||
| (Increase)/decrease in trade and other receivables | 89,898 | 58,170 |
| (Increase)/decrease in deferred tax assets | 7,709 | 843 |
| (Increase)/decrease in other assets | (1,454) | (857) |
| Increase/(decrease) in trade and other payables | (69,160) | (40,741) |
| Increase/(decrease) in income tax payable | 25,891 | 19,130 |
| Increase/(decrease) in deferred tax liabilities | (17,476) | (5,868) |
| Increase/(decrease) in other liabilities | (4,990) | (661) |
| Increase/(decrease) in provisions | (3,346) | (977) |
| Net cash from operating activities | 75,554 | 60,237 |
Note 18. Related party transactions
A. Transactions with subsidiaries
All transactions that have occurred among the subsidiaries within the Group have been eliminated for consolidation purposes.
B. Transactions with other related parties
The following transactions occurred with related parties:
| Half year to | Half year to | |
|---|---|---|
| 31 Dec 2018 | 31 Dec 2017 | |
| $ | $ | |
| I. Sale of goods and services | ||
| Marketing and administration fees received from associates on | ||
| normal commercial terms | 66,602 | 74,831 |
| Marketing and administration fees received from joint ventures on | ||
| normal commercial terms | 1,547,490 | 1,373,688 |
| Commission income received/receivable from associates on normal | ||
| commercial terms | 550,920 | 256,943 |
| II. Interest income | ||
| Interest income received/receivable from joint ventures | 25,840 | 48,544 |
| III. Payment for goods and services | ||
| Estimated Steadfast Network broker rebate expense paid or payable | ||
| to associates on the basis as determined by the Board | 924,618 | 656,633 |
| Commission expense paid/payable to associates on normal | ||
| commercial terms | 3,222,425 | 1,853,004 |
| Service fees paid to associates | 52,920 | 16,762 |
| As at | As at |
|---|---|
| 31 Dec 2018 | 30 Jun 2018 |
| $ | $ |
IV. Receivable from and payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
| a. Current receivablesReceivables from associatesReceivables from joint venturesDividend receivable from associates | 10,337,744174294,613 | 11,274,472212,727294,613 |
|---|---|---|
| b. Current payablesPayables to associates | 792,009 | 1,357,430 |
V. Loans to related parties
The following balances are outstanding at the reporting date in relation to loans with related parties:
| a. Current receivablesLoan to joint venture(a)Executive loans(b) | 603,125- | 603,1254,511,851 |
|---|---|---|
| 603,125 | 5,114,976 | |
| b. Non-current receivablesLoans to associates | 350,000350,000 | -- |
(a) The loan to the joint venture, Macquarie Pacific Funding Group (MPF) has a face value of $603,125 (30 June 2018: $603,125).
The key terms and conditions of this loan remain unchanged.
(b) Executive loans were interest-free loans to certain executives provided at the time of listing for them to acquire Steadfast ordinary shares when the Company was listed on the ASX in August 2013.
All executive loans were fully repaid in the six months to December 2018.
Note 19. Contingencies
Contingent liabilities
Macquarie Bank put options
The Group has granted options to Macquarie Bank Limited (MBL) to enable MBL to put shares held by other shareholders in associates to the Group at fair value if MBL enforces its security over those shares. These have been granted in relation to shares held by other shareholders in associates over which MBL holds a security interest to secure indebtedness by those shareholders. The Group expects no material net exposure from this arrangement as the contingent liabilities have contingent assets approximating similar values.
Bank guarantee
In the normal course of business, certain controlled entities in the Group have provided bank guarantees principally in respect of their contractual obligation on commercial leases.
Note 20. Events after the reporting period
A. Interim dividend
On 20 February 2019, the Board declared an interim dividend of 3.2 cents per share, 100% franked. The dividend will be paid on 21 March 2019. The Company's DRP will be funded via the purchase of shares on market. No discount will be applied. The last election notice for participation in the DRP in relation to this interim dividend is 27 February 2019.
Steadfast Group Limited Directors' declaration
In the opinion of the directors of Steadfast Group Limited ("the Company"):
(a) the consolidated financial statements and notes 1 to 20, are in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the Group's financial position as at 31 December 2018 and of its performance, for the six month period ended on that date; and
(ii) complying with Australian Accounting Standards AASB134 Interim Financial Reporting and the Corporations Regulations 2001; and
(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
Signed at Sydney on 20 February 2019 in accordance with a resolution of the Directors.
Frank O'Halloran, AM Chairman
Robert Kelly Managing Director & CEO

Independent Auditor's Review Report
To the shareholders of Steadfast Group Limited
Conclusion
We have reviewed the accompanying Half-year Financial Report of Steadfast Group Limited.
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the Half-year Financial Report of Steadfast Group Limited is not in accordance with the Corporations Act 2001, including:
- giving a true and fair view of the Group's financial position as at 31 December 2018 and of its performance for the Half-year ended on that date; and
- complying with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.
The Half-year Financial Report comprises:
- Consolidated statement of financial position as at 31 December 2018;
- Consolidated statement of profit or loss and other comprehensive income, Consolidated statement of changes in equity and Consolidated statement of cash flows for the Half-year ended on that date;
- Notes 1 to 20 comprising a summary of significant accounting policies and other explanatory information; and
- The Directors' Declaration.
The Group comprises Steadfast Group Limited (the Company) and the entities it controlled at the Half year's end or from time to time during the Half-year.
Responsibilities of the Directors for the Half-year Financial Report
The Directors of the Company are responsible for:
- the preparation of the Half-year 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 Half-year Financial Report that is free from material misstatement, whether due to fraud or error.

Auditor's responsibility for the review of the Half-year Financial Report
Our responsibility is to express a conclusion on the Half-year Financial Report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the Half-year Financial Report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the Group's financial position as at 31 December 2018 and its performance for the half-year ended on that date; and complying with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As auditor of Steadfast Group Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.
A review of a Half-year Financial Report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
In conducting our review, we have complied with the independence requirements of the Corporations Act 2001.
KPMG Scott Guse Partner
Sydney 20 February 2019