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Countplus Ltd : Appendix 4E

Countplus Ltd : Appendix

Count LimitedAugust 23, 20123
Countplus Ltd : Appendix 4E

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Countplus Limited ABN 11 126 990 832 Appendix 4E Statement ASX Preliminary final report for the year ended 30 June 2012 Countplus Limited For the year ended 30 June 2012 (Previous corresponding period: Year ended 30 June 2011) Results for Announcement to the Market (The accounts are in the process of being audited) Movement % change from prior year $A'000 Revenue from ordinary activities (Appendix 4E item 2.1) up 15.0% to 107,146 Profit / (loss) from ordinary activities after tax attributable to members (Appendix 4E item 2.2) up 25.1% to 11,155 Net profit / (loss) for the period attributable to members (Appendix 4E item 2.3) up 25.1% to 11,155 Comments The consolidated entity net profit after tax for the year ended 30 June 2012 was $11.3 million (2011: Restated net profit $12.9 million). Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) was $20.7 million (2011: Restated EBITDA $23.8 million). NTA backing Appendix 4E item 9) 30 June 2012 cents per share 30 June 2011 cents per share Net tangible asset backing per ordinary security 2.90 3.45 -1- Countplus Limited For the year ended 30 June 2012 (Previous corresponding period: Year ended 30 June 2011) Control gained or lost over entities Results for Announcement to the Market (continued) Countplus gained control over the following entities in the year. No control lost during the year. 1. CountGPS Pty Ltd Control gained at 1 July 2011 2. Beames & Associates Co Ltd (Vietnam office) Control gained at 27 September 2011 3. Kidmans PEC Pty Ltd (Subsidiaries of Kidmans PEC Pty Ltd are listed from 4 to 11 below) Control gained at 1 February 2012 4. Pacific East Coast Pty Ltd Control gained at 1 February 2012 5. Property Investment Management Ltd Control gained at 1 February 2012 6. Pacific East Coast Securities Ltd Control gained at 1 February 2012 7. Pacific East Coast Accounting Pty Ltd Control gained at 1 February 2012 8. Pacific East Coast Real Estate Pty Ltd Control gained at 1 February 2012 9. Pacific East Coast Queensland Pty Ltd Control gained at 1 February 2012 10. Pacific East coast ACT Real Estate Pty Ltd Control gained at 1 February 2012 11. Pacific East Coast WA Pty Ltd Control gained at 1 February 2012 12. Cooma Accounting & Financial Services Pty Ltd Control gained at 29 February 2012 Dividends / distributions (Appendix 4E item 2.4) 30 June 2012 30 June 2011 Interim dividend Shares paid upto 46.6 cents on dividend date N/A 6.4¢ per partly paid share (paid 5 November 2010) Interim dividend (Fully franked at 30% tax rate) 3.0¢ per fully paid share (paid 15 November 2011) 4.0¢ per fully paid share (paid 1 July 2011) Interim dividend (Fully franked at 30% tax rate) 3.0¢ per fully paid share (paid 15 February 2012) N/A Interim dividend (Fully franked at 30% tax rate) 3.0¢ per fully paid share (paid 15 May 2012) N/A Final dividend (Fully franked at 30% tax rate) 3.0¢ per fully paid share (paid 15 August 2012) 2.0¢ per fully paid share (paid 15 August 2011) The record date for determining entitlements to the final dividend was 27 July 2012 and the dividend was paid on 15 August 2012. On 22 August 2012, the Company declared its first quarterly dividend for 2012/13 of 3 cents per share payable on 15 November 2012 (record date: 26 October 2012). (Appendix 4E item 2.5) Explanation of figures reported above (Appendix 4E item 2.6) Please refer to Results Announcement dated 23 August 2012 -2- Countplus Limited Consolidated Statement of Comprehensive Income (Appendix 4E item 3) For the year ended 30 June 2012 Notes 2012 2011 $'000 $'000 (Restated) Revenue from operating activities 1 107,146 93,162 Fees, commissions and related costs (15,555) (11,529) Gross profit 91,591 81,633 Other income Fair value uplift on consolidation of associates - 3,438 (Loss)/gain on deferred consideration adjustment 300 677 Fair value gain on investments (199) 447 Interest received 164 199 Other non-operating income 165 288 Total other income 430 5,049 Salaries and employee benefits expense 2 (52,497) (46,745) Premises expenses (5,240) (4,186) Depreciation and amortisation expense 3 (4,915) (4,459) Acquisition related expenses (217) (897) Other operating expenses from ordinary activities 4 (13,390) (11,014) Finance costs (779) (967) Total expenses (77,038) (68,268) Profit from operations before income tax 14,983 18,414 Income tax expense (3,673)(5,535) Net profit from operations after income tax 11,310 12,879 Other comprehensive income - - Total comprehensive income for the year 11,31012,879 Total comprehensive income for the year is attributable to: Owners of Countplus Limited 11,155 8,917 Non-controlling interests 1553,962 11,310 12,879 Earnings per share for profit from continuing operations attributable to the ordinary owners of the parent entity: Cents Cents Basic earnings per share 10.23 13.23* Diluted earnings per share 10.23 12.78* * 2011 earnings per share is calculated on a lower average number of shares as final acquisition of subsidiaries and associated new share issues were completed during 2011. -3- Countplus Limited Consolidated Statement of Financial Position (Appendix 4E item 4) As at 30 June 2012 Notes 2012 2011 $'000 $'000 (Restated) ASSETS Current assets Cash and cash equivalents 6,382 9,934 Trade and other receivables 19,131 15,000 Loans and advances 85 40 Work in progress 4,646 4,633 Other financial assets - 781 Total current assets 30,24430,388 Non-current assets Other receivables 944 - Property, plant and equipment 7,358 6,222 Intangible assets 56,475 51,962 Other financial assets - 17 Total non-current assets 64,77758,201 Total assets 95,02188,589 LIABILITIES Current liabilities Trade and other payables 6,681 5,465 Interest bearing loans and borrowings 460 729 Current tax liabilities 4,201 3,683 Provisions 3,432 3,085 Other current liabilities 7,65515,950 Total current liabilities 22,42928,912 Non-current liabilities Trade and other payables 587 - Interest bearing loans and borrowings 8,282 1,089 Provisions 1,310 858 Deferred tax liabilities 6,036 6,878 Other non-current liabilities 2,774 2,152 Total non-current liabilities 18,989 10,977 Total liabilities 41,41839,889 Net assets 53,60348,700 EQUITY Contributed equity 119,901 113,044 Reserves 5 (68,127) (68,127) Retained earnings 1,627 3,586 Capital and reserves attributable to owners of Countpl us Limited 53,401 48,503 Non-controlling interest 202 197 Total equity 53,603 48,700 -4- Countplus Limited Consolidated Statement of Changes in Equity (Appendix 4E item 6) For the year ended 30 June 2012 Attributable to owners of Countplus Limited Non-contro Contributed Acquisition Retained lling Total equity reserves earnings Total interests equity Notes $'000 $'000 $'000 $'000 $'000 $'000 Balance at 1 July 2010 17,545 - 2,060 19,605 - 19,605 Adjustment on reclassification of distribution of profit pre-acquisition from payables to retained earnings - - 70 70 - 70 Restated total equity at the beginning of the financial year 17,545 - 2,130 19,675 - 19,675 Profit for the year as reported in the 2011 financial statements - - 9,334 9,334 3,962 13,296 Adjustment on correction of error - - (3) (3) - (3) Adjustment on finalisation of acquisition - - (414) (414) - (414) Restated profit for the year - - 8,917 8,917 3,962 12,879 Other comprehensive income - - - - - - Restated comprehensive income for the year - - 8,917 8,917 3,962 12,879 Transactions with owners in their capacity as owners: consolidation - - - - 7,541 7,541 95,499 (68,127) (7,461) 19,911 (3,765) 16,146 Restated balances at 30 June 2011 113,044 (68,127) 3,586 48,503 197 48,700 Balance at 1 July 2011 113,044 (68,127) 3,586 48,503 197 48,700 Profit for the year - - 11,155 11,155 155 11,310 Other comprehensive income - - - - - - Total comprehensive income for the year - - 11,155 11,155 155 11,310 Transactions with owners in their capacity as owners: Issue of shares 6,557 - - 6,557 - 6,557 Dividends paid - - (13,114) (13,114) (150) (13,264) Employee share options 300 - - 300 - 300 6,857 - (13,114) (6,257) (150) (6,407) Balance at 30 June 2012 119,901 (68,127) 1,627 53,401 202 53,603 -5- Countplus Limited Consolidated Statement of Cash Flows (Appendix 4E item 5) For the year ended 30 June 2012 2012 2011 Notes $'000 $'000 Cash flows from operating activities Receipts from customers (inclusive of GST) 111,601 98,780 Payments to suppliers and employees (inclusive of GST) (92,537) (80,751) 19,064 18,029 Dividends received from associated entities 27 - Interest received 164 199 Interest paid (779) (967) Income taxes paid (4,538) (5,884) Net cash inflow (outflow) from operating activities 13,938 11,377 Cash flows from investing activities Purchase of equipment and other non-current assets (1,971) (1,841) Sale / (purchase) of Investments 582 (209) Proceeds from sale of property, plant and equipment 13 - Proceeds from consolidation of controlled entities net of cash divested - 2,716 Payment for acquisition of subsidiaries (4,742) - Payment for deferred consideration on acquisition of controlled entities (1,959)(1,497) Net cash (outflow) inflow from investing activities (8,077)(831) Cash flows from financing activities Loans to related parties - (260) Payment for acquisition of non-controlling Interest - (3,813) Proceeds from loans and advances of Count Financial 14,680 - Repayment of loans and advances to Count Financial (7,160) (14,004) Repayment of loans to related parties - 517 Proceeds from issue of shares - 22,640 Equity raising costs - (822) Repayments of borrowings (688) (4,428) Proceeds from borrowings - 6,563 Payment of dividends on ordinary shares (16,095) (1,700) Payment of dividends by controlled subsidiaries to non-controlling interest (150) (6,235) Net cash inflow (outflow) from financing activities (9,413) (1,542) Net increase (decrease) in cash and cash equivalents (3,552) 9,004 Cash and cash equivalents at the beginning of the financial year 9,934 930 Cash and cash equivalents at end of year 6,382 9,934 -6- Countplus Limited Notes to the consolidated financial statements 30 June 2012 (continued) Notes to the financial statements 1 Revenue from continuing operations 2012 2011 $'000 $'000 Accounting services revenue 63,992 60,128 Financial services revenue 33,760 27,837 Legal services revenue 2,723 3,412 Other operating revenue 6,6711,785 107,146 93,162 2 Salaries and employee benefits expense 2012 2011 $'000 $'000 Wages and salaries, superannuation and on costs 49,143 43,698 Other employee related expenses 3,3543,047 52,497 46,745 3 Depreciation and amortisation expense 2012 2011 $'000 $'000 Depreciation Office equipment 717 635 Leasehold improvements 208 199 Furniture & fixtures 325 268 Motor vehicles 20 13 Other 8964 Total depreciation 1,3591,179 Amortisation Acquired client relationships 3,269 3,026 Software 167 114 Make good 120140 Total amortisation 3,5563,280 Total depreciation and amortisation 4,9154,459 -7- Countplus Limited Notes to the consolidated financial statements 30 June 2012 (continued) 4 Other operating expenses 2012 2011 $'000 $'000 Professional and consulting fees Audit fees 370 396 Accounting and legal fees 526 441 Other professional fees 775 310 Total professional and consulting fees 1,671 1,147 Other expenses Bad and doubtful debts - trade receivables 959 974 Sales and marketing expenses 973 928 Administration expenses 4,478 3,623 Insurance expense 1,017 920 Technology expense 3,220 2,606 Net (gain) / loss on disposal of property, plant and equipment 43 65 Other 1,029 751 Total other expenses 11,719 9,867 Total other operating expenses 13,390 11,014 5 Reserves The acquisition reserve arises on acquisition of the remaining interests of subsidiaries. On 1 July 2010, the Company's interests in 15 associates were consolidated with the non-controlling interest being measured as the present ownership's proportionate share of identifiable net assets. The acquisition of these non-controlling interests as part of the public listing is not a business combination so hence is an equity transaction. Accordingly, the difference between the consideration and fair value of the identifiable net assets of the non-controlling interests is accounted for in the Acquisition Reserve. -8- Additional dividend/distribution information (Appendix 4E item 6) Countplus Limited Supplementary Appendix 4E information 30 June 2012 Details of dividends/distributions declared or paid during or subsequent to the year ended 30 June 2012 are as follows: Record date Payment date Type Amount per security Total dividend $A'000 Franked amount per security 3 June 2011 1 July 2011 Interim 4.0¢ $ 4,187 4.0¢ 29 July 2011 15 August 2011 Final 2.0¢ $ 2,094 2.0¢ 21 October 2011 15 November 2011 Interim 3.0¢ $ 3,265 3.0¢ 20 January 2012 15 February 2012 Interim 3.0¢ $ 3,271 3.0¢ 20 April 2012 15 May 2012 Interim 3.0¢ $ 3,278 3.0¢ 27 July 2012 15 August 2012 Final 3.0¢ $ 3,278 3.0¢ Dividend/distribution reinvestment plans (Appendix 4E item 7) The company does not operate a dividend reinvestment plan. Details of entities over which control gained or lost during the year (Appendix 4E item 10) Acquired CountGPS Pty Ltd Kidmans PEC Pty Ltd (and its subsidiaries listed on page 2, no.4 to 11) Date control gained 1 July 2011 1 February 2012 Contribution to profit/(loss) from ordinary activities after tax in current period, where material ($A'000) 271 203 Profit from ordinary activities after tax during the whole of the previous corresponding period, where material N/A N/A Associates (Appendix 4D item 11) Ownership interest Home Port Property Group Pty Ltd 50% Other entities over which control was gained during the year (entity no.2 & 12 on page 2) did not make a material contribution to profits in the current period. Other significant information (Appendix 4E item 12) Acquisitions made in the comparative period ending 30 June 2011 were provisionally accounted. Purchase price accounting on these acquisitions were finalised on 30 June 2011 and 31 December 2011. In accordance with AASB 3, comparative periods have been restated to reflect the new valuations of identifiable intangible assets (acquired client relationships and adviser network), the associated increase in amortisation expense and the tax effect. The impact is summarised below: Total comprehensive income and profit for the year ended 30 June 2011 (comparative period) has reduced by $414,400. This arises from an increase in amortisation expense of $592,000 and a reduction in income tax expense of $177,600. For the consolidated statement of financial position as at 30 June 2011 (comparative period), retained earnings has been reduced by $414,400 as a consequence of increased amortisation expenses and its associated tax effect. Intangible assets has increased by $2,122,500 and deferred tax liabilities have increased by $1,944,900. For other significant information, please refer to Results Announcement dated 23 August 2012. -9- Commentary on results (Appendix 4E items 14) Please referto Results Announcement dated 23 August 2012. Foreign Accounting standards (Appendix 4E item 13) Not applicable Audi!Alert (Appendix 4E items 15 - 17) This report is based on accounts which are in the process of being audited. -1 0- Countplus Limited Supplementary Appendix 4E information 30 June 2012 distributed by

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