Count LimitedASX: CUP

Appendix 4E

Aug 23, 2012 at 7:56 AM UTC · MarketScreener

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

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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
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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.
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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

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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

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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

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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

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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.
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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.
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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.

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Countplus Limited
Supplementary Appendix 4E information
30 June 2012

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