070917_KPGHL_Annual Report 2017_final_PREVIEW
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Notes to the Financial Statements | For the Year Ended 30 June <strong>2017</strong><br />
28 Business Combinations<br />
Kelly Partners (Sydney)<br />
In January <strong>2017</strong>, the Group acquired a controlling interest in Kelly Partners (Sydney) Pty Ltd. The purchase price was<br />
settled through the payment of cash and a contingent amount is also payable upon achieving an agreed revenue target.<br />
The acquired business contributed revenues of $4,840,193 and profit before tax of $1,412,929 to the Group for the period<br />
from 1 January <strong>2017</strong> to 30 June <strong>2017</strong>, after expensing its costs for restructuring. The contribution to profit before tax<br />
attributable to members of the parent entity is $574,038.<br />
The goodwill is attributable to synergies expected to be achieved from integrating the business into the Group's existing<br />
business.<br />
Fair value<br />
$<br />
Receivables and accrued income 5,085,950<br />
Property, plant and equipment 198,040<br />
Customer relationships 2,981,295<br />
Payroll accruals (370,110)<br />
Other liabilities (831,261)<br />
Deferred tax liability (894,389)<br />
Deferred tax asset 100,558<br />
Total identifiable net assets acquired 6,270,083<br />
Total consideration transferred,<br />
including contingent consideration<br />
5,554,200<br />
Plus: non-controlling interest 4,254,000<br />
Less: fair value of identifiable net<br />
assets acquired<br />
(6,270,083)<br />
Goodwill arising on acquisition 3,538,117<br />
Contingent consideration<br />
The Group has agreed to pay the selling shareholder additional consideration based upon achieving an agreed revenue<br />
target for the calendar year ended 31 December 2018. The fair value of this obligation at the acquisition date is $1,201,200<br />
and is included in the total consideration transferred as disclosed in the above table.<br />
Acquisition costs<br />
In acquiring both Kelly Partners Sydney and Kelly Partners Southern Highlands, the Group incurred acquisition costs of<br />
$963,645. These have been included in business acquisition expenses.<br />
Kelly Partners Strategy Consulting<br />
On 1 April <strong>2017</strong> Kelly Partners Group Holdings Pty Limited acquired 100% of the interest in Kelly Partners Strategy<br />
Consulting Pty Limited. The purchase price of $1,137,160 included net assets of $44,328. Please see Note 31(d) for details<br />
of the settlement of the consideration.<br />
29 Operating Segments<br />
The Group has only one reportable segment. The Group primarily provides accounting and tax services to small and<br />
medium enterprises predominantly in Australia. This assessment is based on the internal reports that are reviewed by<br />
the Board of Directors (identified as the Chief Operating Decision Maker) in assessing performance and in determining<br />
allocation of resources. No revenue from a single customer exceeds 10% of group revenue.<br />
30 Contingencies<br />
Bank guarantees have been provided in relation to the leases of various premises by the Group. These guarantees will<br />
only be payable in specific circumstances, such as failure to meet rental liabilities. In the opinion of the directors, no loss<br />
will result to the Group as a result of these guarantees.<br />
Except as noted above, in the opinion of the directors, the Company did not have any contingencies at 30 June <strong>2017</strong><br />
(30 June 2016: None).<br />
102 KELLY+PARTNERS ANNUAL REPORT <strong>2017</strong>