COUNT LIMITED — Annual Report 2012

Aug 22, 2012

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 fromprioryear		$A'000
Revenuefrom ordinary activities(Appendix 4E item 2.1)	up	15.0%	to	107,146
**Profit / (loss)**from ordinary activities after taxattributable 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).

EBITDA $23.8 million).
NTA backingAppendix 4E item 9)	30 June 2012centsper share	30 June 2011centsper share
Net tangible asset backing perordinary 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)

Results for Announcement to the Market (continued)

Control gained or lost over entities

Countplus gained control over the following entities in the year. No control lost during the year.

1. CountGPS Pty Ltd

2. Beames & Associates Co Ltd (Vietnam office)

3. Kidmans PEC Pty Ltd (Subsidiaries of Kidmans PEC Pty Ltd are listed from 4 to 11 below)

4. Pacific East Coast Pty Ltd

5. Property Investment Management Ltd

6. Pacific East Coast Securities Ltd

7. Pacific East Coast Accounting Pty Ltd

8. Pacific East Coast Real Estate Pty Ltd

9. Pacific East Coast Queensland Pty Ltd

10. Pacific East coast ACT Real Estate Pty Ltd

11. Pacific East Coast WA Pty Ltd

12. Cooma Accounting & Financial Services Pty Ltd

Control gained at 1 July 2011 Control gained at 27 September 2011

Control gained at 1 February 2012 Control gained at 1 February 2012 Control gained at 1 February 2012 Control gained at 1 February 2012 Control gained at 1 February 2012 Control gained at 1 February 2012 Control gained at 1 February 2012 Control gained at 1 February 2012 Control gained at 1 February 2012

Control gained at 29 February 2012

Dividends / distributions(Appendix 4E item 2.4)	30 June 2012	30 June 2011
Interim dividendSharespaid upto 46.6 cents on dividend date	N/A	6.4¢ per partly paid share(paid 5 November 2010)
Interim dividend(Fullyfranked at 30% tax rate)	3.0¢ per fully paid share(paid 15 November 2011)	4.0¢ per fully paid share(paid 1 July2011)
Interim dividend(Fullyfranked at 30% tax rate)	3.0¢ per fully paid share(paid 15 February 2012)	N/A
Interim dividend(Fullyfranked at 30% tax rate)	3.0¢ per fully paid share(paid 15 May 2012)	N/A
Final dividend(Fullyfranked at 30% tax rate)	3.0¢ per fully paid share(paid 15 August 2012)	2.0¢ per fully paid share(paid15August2011)

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

NotesRevenue from operating activities1Fees, commissions and related costsGross profitOther incomeFair value uplift on consolidation of associates(Loss)/gain on deferred consideration adjustmentFair value gain on investmentsInterest receivedOther non-operating incomeTotal other incomeSalaries and employee benefits expense2Premises expensesDepreciation and amortisation expense3Acquisition related expensesOther operating expenses from ordinary activities4Finance costsTotal expensesProfit from operations before income taxIncome tax expenseNet profit from operations after income taxOther comprehensive incomeTotal comprehensive income for the yearTotal comprehensive income for the year is attributable to:Owners of Countplus LimitedNon-controlling interestsEarnings per share for profit from continuing operations attributable to theordinary owners of the parent entity:Basic earnings per shareDiluted earnings per share

20122011$'000$'000(Restated)107,146 93,162(15,555)(11,529)91,59181,633- 3,438300 677(199) 447164 1991652884305,049(52,497) (46,745)(5,240) (4,186)(4,915) (4,459)(217) (897)(13,390) (11,014)(779)(967)(77,038)(68,268)14,983 18,414(3,673)(5,535)11,310 12,879--11,31012,87911,155 8,9171553,96211,31012,879CentsCents10.2313.23*10.2312.78*

• 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

NotesASSETSCurrent assetsCash and cash equivalentsTrade and other receivablesLoans and advancesWork in progressOther financial assetsTotal current assetsNon-current assetsOther receivablesProperty, plant and equipmentIntangible assetsOther financial assetsTotal non-current assetsTotal assetsLIABILITIESCurrent liabilitiesTrade and other payablesInterest bearing loans and borrowingsCurrent tax liabilitiesProvisionsOther current liabilitiesTotal current liabilitiesNon-current liabilitiesTrade and other payablesInterest bearing loans and borrowingsProvisionsDeferred tax liabilitiesOther non-current liabilitiesTotal non-current liabilitiesTotal liabilitiesNet assetsEQUITYContributed equityReserves5Retained earningsCapital and reserves attributable to owners of Countplus LimitedNon-controlling interestTotal equity	20122011$'000$'000(Restated)6,382 9,93419,131 15,00085 404,646 4,633-781
	30,24430,388
	944 -7,358 6,22256,475 51,962-17
	64,77758,201
	95,02188,589
	6,681 5,465460 7294,201 3,6833,432 3,0857,65515,950
	22,42928,912
	587 -8,282 1,0891,310 8586,036 6,8782,7742,152
	18,98910,977
	41,41839,889
	53,60348,700
	119,901 113,044(68,127) (68,127)1,6273,586
	53,401 48,503202197
	53,60348,700

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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

	Attributable to owners of Countplus Limited
NotesBalance at 1 July 2010Adjustment on reclassificationof distribution of profitpre-acquisition from payablesto retained earningsRestated total equity at thebeginning of the financialyearProfit for the year asreported in the 2011financial statementsAdjustment on correction oferrorAdjustment on finalisation ofacquisitionRestated profit for the yearOther comprehensive incomeRestated comprehensiveincome for the yearTransactions with owners intheir capacity as owners:Issue of sharesAcquisition of non-controllinginterestIPO costsDividends paid by CountplusDividends paid by subsidiariesto non-controlling interestsCapital contributionsEquity recognised onconsolidationRestated balances at 30June 2011Balance at 1 July 2011Profit for the yearOther comprehensive incomeTotal comprehensiveincome for the yearTransactions with owners intheir capacity as owners:Issue of sharesDividends paidEmployee share optionsBalance at 30 June 2012	ContributedequityAcquisitionreservesRetainedearningsTotalNon-controllinginterestsTotalequity$'000$'000$'000$'000$'000$'00017,545-2,06019,605-19,605--7070-7017,545-2,13019,675-19,675--9,3349,3343,96213,296--(3)(3)-(3)--(414)(414)-(414)--8,9178,9173,96212,879--------8,9178,9173,96212,87995,675--95,675-95,675-(68,127)-(68,127)(7,352)(75,479)(586)--(586)-(586)--(7,461)(7,461)-(7,461)----(3,954)(3,954)410--410-410----7,5417,54195,499(68,127)(7,461)19,911(3,765)16,146113,044(68,127)3,58648,50319748,700113,044(68,127)3,58648,50319748,700--11,15511,15515511,310--------11,15511,15515511,3106,557--6,557-6,557--(13,114)(13,114)(150)(13,264)300--300-3006,857-(13,114)(6,257)(150)(6,407)
	119,901(68,127)1,62753,40120253,603

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Countplus Limited Consolidated Statement of Cash Flows (Appendix 4E item 5) For the year ended 30 June 2012

NotesCash flows from operating activitiesReceipts from customers (inclusive of GST)Payments to suppliers and employees (inclusive of GST)Dividends received from associated entitiesInterest receivedInterest paidIncome taxes paidNet cash inflow (outflow) from operating activitiesCash flows from investing activitiesPurchase of equipment and other non-current assetsSale / (purchase) of InvestmentsProceeds from sale of property, plant and equipmentProceeds from consolidation of controlled entities net of cash divestedPayment for acquisition of subsidiariesPayment for deferred consideration on acquisition of controlled entitiesNet cash (outflow) inflow from investing activitiesCash flows from financing activitiesLoans to related partiesPayment for acquisition of non-controlling InterestProceeds from loans and advances of Count FinancialRepayment of loans and advances to Count FinancialRepayment of loans to related partiesProceeds from issue of sharesEquity raising costsRepayments of borrowingsProceeds from borrowingsPayment of dividends on ordinary sharesPayment of dividends by controlled subsidiaries to non-controlling interestNet cash inflow (outflow) from financing activitiesNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at the beginning of the financial yearCash and cash equivalents at end of year	20122011$'000$'000111,601 98,780(92,537)(80,751)
	19,064 18,02927 -164 199(779) (967)(4,538)(5,884)
	13,93811,377
	(1,971) (1,841)582 (209)13 -- 2,716(4,742) -(1,959)(1,497)
	(8,077)(831)
	- (260)- (3,813)14,680 -(7,160) (14,004)- 517- 22,640- (822)(688) (4,428)- 6,563(16,095) (1,700)(150)(6,235)
	(9,413)(1,542)
	(3,552) 9,0049,934930
	6,3829,934

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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

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	6,671	1,785
	107,146	93,162

2 Salaries and employee benefits expense

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	3,354	3,047
	52,497	46,745

3 Depreciation and amortisation expense

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	89	64
Total depreciation	1,359	1,179
Amortisation
Acquired client relationships	3,269	3,026
Software	167	114
Make good	120	140
Total amortisation	3,556	3,280
Total depreciation and amortisation	4,915	4,459

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Countplus Limited Notes to the consolidated financial statements 30 June 2012 (continued)

4 Other operating expenses

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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Countplus Limited Supplementary Appendix 4E information 30 June 2012

Additional dividend/distribution information (Appendix 4E item 6)

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 persecurity	Total dividend$A'000	Frankedamount persecurity
3 June2011	1July2011	Interim	4.0¢	$ 4,187	4.0¢
29 July2011	15 August2011	Final	2.0¢	$ 2,094	2.0¢
21 October 2011	15 November2011	Interim	3.0¢	$ 3,265	3.0¢
20 January2012	15 February2012	Interim	3.0¢	$ 3,271	3.0¢
20April 2012	15May2012	Interim	3.0¢	$ 3,278	3.0¢
27July2012	15 August2012	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)

Details of entities over which controlgained or lost during theyear (Appen	dix 4E item 10)
Acquired	CountGPS Pty Ltd	Kidmans PEC PtyLtd (and itssubsidiaries listedon page 2, no.4 to11)
Date controlgained	1July2011	1 February2012
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 previouscorresponding period,wherematerial	N/A	N/A
Associates(Appendix 4D item 11)		Ownership interest
HomePortProperty GroupPtyLtd		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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Countplus Limited Supplementary Appendix 4E information 30 June 2012

Commentary on results (Appendix 4E items 14) Please refer to Results Announcement dated 23 August 2012.

Foreign Accounting standards (Appendix 4E item 13)

Not applicable

Audit Alert (Appendix 4E items 15 - 17) This report is based on accounts which are in the process of being audited.

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