Directors’ report Independence declaration Independent review report Directors’ declaration Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated cash flow statement Notes to the financial statements
2 4 5 7 8 9 10 11 12-18
ComOps Limited DIRECTORS’ REPORT The directors of ComOps Limited submit herewith the half-year financial report for the six months ended 30 June 2009. In order to comply with the provisions of the Corporations Act 2001, the directors report as follows; Directors The names and particulars of the directors of the Company during or since the end of the half year are:
Geoffrey C Wild AM Richard E Bradley Stuart M Clark Graham R Libbesson Cameron A Brown Andrew J Roberts
(Non-executive chairman) (Managing director) (Finance director ) (Non-executive director) (Sales and marketing director) (Client services director)
Review of operations th
The six months ending 30 June 2009 proved to be a difficult time for most organisations due to the world wide economic downturn. The directors are pleased however to advise that your Company has continued to grow strongly through this difficult period due mainly to the continued effort and dedication demonstrated by the Company’s professional personnel. The directors are therefore pleased to advise that all performance measures for the consolidated entity have improved during the six months period when compared to the same period last year. Revenues grew by 16%, net profit before tax by 6% and net profit after tax by 7%. The results are summarised below: 6 months 30 June 2009 $’000 Revenue
6 months 30 June 2008 $’000
Change
10,323
8,924
up 16%
Earnings before interest & tax (EBIT)
2,762
2,680
up 3%
Net profit before tax
2,484
2,346
up 6%
Income tax
(735)
(704)
up 4%
Net profit after tax
1,749
1,642
up 7%
During the previous financial year the directors announced to the market, ComOps’ intention to grow through the acquisition of a number of strategically targeted companies. They also announced a number of defined business pillars which the targeted companies would fall under. The first pillar to be established was Human Capital Management and the first strategic target was Human Capital Solutions Group Pty Ltd (HCS). Although HCS did not own a product the directors believed that their knowledge and experience in Project Management and consulting, particularly in the Human Capital Management area, would be invaluable to future acquisitions that fell under this pillar. The next two purchases were the business of Microster Pty Ltd (Microster) and Australian Workplace Software Pty Ltd (AWS). Both these business had excellent products but lacked the depth and or working capital to build a professional services team to service the demand for their products. th
During the six months ending 30 June 2009 an intense training schedule in the implementation of the Microster and AWS products took place for the HCS consulting team and this synergistically transfer of skills is already paying dividends. The traditional ComOps’ six core products continued to perform well during the half year and when coupled with the new Microster and AWS products, supported by the HCS professional services team, produced for the Group a record six month result.
Subsequent events 2
ComOps Limited
There has not been any matter or circumstance that has arisen since 30 June 2009 that has significantly affected, or may significantly affect, the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in future financial years. Auditor’s independence declaration The auditor’s independence declaration is included on page 4 of the half-year financial report. Signed in accordance with a resolution of the directors made pursuant to s306(3) of the Corporations Act 2001. On behalf of the Directors
Geoffrey Wild AM Director
Richard E Bradley Director Sydney 1 September 2009
3
Level 12, 60 Castlereagh Street Sydney NSW 2000 GPO Box 5138 Sydney NSW 2001 T +6 2 9233 8933 F +61 2 9233 8521 www.rsmi.com.au
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the review of the financial report of ComOps Limited for the half year ended 30 June 2009, I declare that, to the best of my knowledge and belief, there have been no contraventions of: (i)
the auditor independence requirements of the Corporations Act 2001 in relation to the review; and
(ii)
any applicable code of professional conduct in relation to the review.
RSM Bird Cameron Partners Sydney, New South Wales
C J Hume Partner
Dated this 1st day of September 2009
Liability limited by a scheme approved under Professional Standards Legislation
Major Offices in: Perth, Sydney, Melbourne, Adelaide and Canberra ABN 36 965 185 036
RSM Bird Cameron Partners is an independent member firm of RSM International, an affiliation of independent accounting and consulting firms. 4
Level 12, 60 Castlereagh Street Sydney NSW 2000 GPO Box 5138 Sydney NSW 2001 T +6 2 9233 8933 F +61 2 9233 8521 www.rsmi.com.au
INDEPENDENT AUDITOR’S REVIEW REPORT TO THE MEMBERS OF COMOPS LIMITED
Report on the Half-Year Financial Report We have reviewed the accompanying half-year financial report of ComOps Limited (“ the consolidated entity”) which comprises the balance sheet as at 30 June 2009, and the Consolidated Statement of Comprehensive Income, Statement of Financial Position, Consolidated Statement of Changes in Equity and Consolidated Cash Flow Statement for the half-year ended on that date, accompanying notes to the financial statements and the directors’ declaration. The consolidated entity comprises both Compos Limited (the company) and the entities it controlled during the half-year. Directors’ Responsibility for the Half-Year Financial Report The directors of the consolidated entity are responsible for the preparation and fair presentation of the half-year financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation of the half-year financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditor’s Responsibility 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 an Interim 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 financial report is not in accordance with the Corporations Act 2001 including: −
giving a true and fair view of the consolidated entity’s financial position as at 30 June 2009 and its performance for the half-year ended on that date; and
−
complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.
As the auditor of ComOps 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.
Liability limited by a scheme approved under Professional Standards Legislation
Major Offices in: Perth, Sydney, Melbourne, Adelaide and Canberra ABN 36 965 185 036
RSM Bird Cameron Partners is an independent member firm of RSM International, an affiliation of independent accounting and consulting firms. 5
Independence In conducting our review, we have complied with the independence requirements of the Corporations Act 2001. Conclusion 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 ComOps Limited is not in accordance with the Corporations Act 2001 including: (a)
giving a true and fair view of the consolidated entity’s financial position as at 30 June 2009 and of its performance for the half-year ended on that date; and
(b)
complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations 2001.
RSM BIRD CAMERON PARTNERS Chartered Accountants
C J Hume Partner
Sydney, NSW Dated: 1st September 2009
6
ComOps Limited DIRECTORS’ DECLARATION 1.
The financial statements and notes: a. comply with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations; and b. give a true and fair view of the economic entity’s financial position as at 30 June 2009 and of its performance for the half-year ended on that date.
2.
In the directors’ opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the Board of Directors of ComOps Limited
Geoffrey Wild AM Director
Richard E Bradley Director Sydney 1 September 2009
7
ComOps Limited CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME for the half-year ended 30 June 2009
Consolidated Half-year ended Half-year ended 30 June 2009 30 June 2008 $ $ Revenue
10,322,525
8,924,358
Employee benefits expense Consultants’ fees Directors’ fees Depreciation and amortisation expense Finance costs Bad debt expense Occupancy costs Travel expenses Corporate activity costs Communication expenses Other expenses
(5,115,121) (502,249) (51,996) (220,865) (277,763) (87,321) (670,620) (217,872) (83,505) (163,373) (447,568)
(4,193,655) (814,954) (58,413) (25,228) (334,377) 0 (406,721) (164,619) (49,052) (103,020) (428,733)
Profit before income tax
2,484,272
2,345,586
Income tax expense Profit from continuing operations
(735,453)
(703,676)
1,748,819
1,641,910
1,748,819
1,641,910
1.51 1.50
1.51 1.50
Profit attributable to members Earnings per share - Basic (cents per share) - Diluted (cents per share)
Notes to the financial statements are included on pages 12 to 18 8
ComOps Limited CONSOLIDATED STATEMENT OF FINANCIAL POSITION as at 30 June 2009
Consolidated 30 June 2009
31 December 2008
$
$
CURRENT ASSETS Cash and cash equivalents Trade and other receivables Work in progress Other TOTAL CURRENT ASSETS
19,201 9,917,448 2,010,784 242,545 12,189,978
674,664 8,909,588 2,264,197 244,176 12,092,625
NON-CURRENT ASSETS Trade and other receivables Property, plant and equipment Goodwill Software asset Deferred tax asset Other TOTAL NON-CURRENT ASSETS
1,719,868 1,316,709 17,700,588 1,060,255 657,446 264,670 22,719,536
1,571,794 300,766 17,691,198 1,178,061 657,446 308,625 21,707,890
TOTAL ASSETS
34,909,514
33,800,515
CURRENT LIABILITIES Cash and cash equivalents Trade and other payables Other payables to taxation authorities Income received in advance Borrowings Provisions Provision for income tax Other TOTAL CURRENT LIABILITIES
25,617 3,282,306 903,728 134,632 737,783 1,237,987 2,724,707 2,175,654 11,222,414
2,750,091 848,472 331,093 1,922,294 1,207,086 2,055,624 2,205,904 11,320,564
NON-CURRENT LIABILITIES Borrowings Provisions Other TOTAL NON-CURRENT LIABILITIES
813,742 245,990 154,600 1,214,332
1,273,852 273,003 209,147 1,756,002
TOTAL LIABILITIES
12,436,746
13,076,566
NET ASSETS
22,472,768
20,723,949
EQUITY Issued capital Accumulated losses
23,305,095 (832,327)
23,305,095 (2,581,146)
TOTAL EQUITY
22,472,768
20,723,949
Notes to the financial statements are included on pages 12 to 18 9
ComOps Limited CONSOLIDATED STATEMENT OF CHANGES IN EQUITY for the half-year ended 30 June 2009
Consolidated Issued capital Ordinary $
Retained earnings $
Balance as at 1 January 2008 Shares issued during the half-year Profit attributable to members of parent entity Balance as at 30 June 2008
21,320,679 1,984,416 -
(5,095,876) 1,641,910
16,224,803 1,984,416 1,641,910
23,305,095
(3,453,966)
19,851,129
Balance as at 1 January 2009 Shares issued during the half-year Profit attributable to members of parent entity
23,305,095 -
(2,581,146) 1,748,819
20,723,949 1,748,819
Balance as at 30 June 2009
23,305,095
(832,327)
22,472,768
Notes to the financial statements are included on pages 12 to 18 10
Total $
ComOps Limited CONSOLIDATED CASH FLOW STATEMENT
for the half-year ended 30 June 2009
Consolidated Half-year ended Half-year ended 30 June 2009 30 June 2008 $ $ Cash flows from operating activities Receipts from customers Payments to suppliers and employees – current period Payment of Income Tax Interest received Interest and other costs of finance paid
9,778,618 (8,464,090) (66,370) 11,715 (212,125)
7,719,629 (6,922,523) 70,105 (134,898)
Net cash provided by/(used in) operating activities
1,047,748
732,313
Cash flows from investing activities Payments for plant and equipment Payment for acquisition of business
(63,378) -
(2,750,005)
Net cash used in investing activities
(63,378)
(2,750,005)
Repayment of borrowings
(1,665,450)
(344,948)
Net cash provided by/(used) in financing activities
(1,665,450)
(344,948)
(681,080)
(2,362,640)
674,664
3,035,802
(6,416)
673,162
Cash flows from financing activities
Net increase in cash held Cash at the beginning of the half-year Cash at the end of the half-year
Notes to the financial statements are included on pages 12 to 18
11
NOTES TO THE FINANCIAL STATEMENTS for the half year ended 30 June 2009 1.
Summary of accounting policies
Basis of preparation The half-year financial report is a general purpose financial report prepared in accordance with the Corporations Act 2001 and AASB 134 ‘Interim Financial Reporting’, Australian Accounting Interpretations and other authoritative pronouncements of the Australian Accounting Standards board. The half-year financial report does not include notes of the type normally included in an annual financial report and shall be read in conjunction with the most recent annual financial report. Significant accounting policies The half-year financial report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-current assets and financial liabilities for which the fair basis of accounting has been applied. The following significant accounting policies, which are consistent with the prior year, have been adopted in the preparation and presentation of the financial report: (a)
Going concern The directors have prepared the financial statements on a going concern basis, which contemplates continuity of normal business activities and the realisation of assets and extinguishment of liabilities in the ordinary course of business.
(b)
Revenue recognition Sale of licences Revenue from the sale of software is recognised when the consolidated entity has transferred to the customer the significant risks and rewards of ownership of the goods. Rendering of services Revenue from a contract to provide installation or maintenance services that is separate from the sale of software is recognised by reference to the stage of completion of the contract. Royalties Royalty revenue from royalties is recognised on an accruals basis in accordance with the substance of the relevant agreement. Dividend and Interest revenue Dividend and Interest revenue is recognised on a receivable basis.
(c)
Accounts payable Trade payables and other accounts payable are recognised when the consolidated entity becomes obliged to make future payments resulting from the purchase of goods and services.
(d)
Comparative amounts Comparative figures are, where appropriate, re-classified so as to be comparable with the figures presented for the current financial year.
(e)
Cash and cash equivalents Cash and cash equivalents comprise cash on hand, cash in banks and investments in money market instruments, net of outstanding bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.
(f)
Provisions Provisions are recognised when the consolidated entity has a present obligation, the future sacrifice of economic benefits is probable, and the amount of the provision can be measured reliably. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cashflows estimated to settle the present obligation, its carrying amount is the present value of those cashflows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that recovery will be received and the amount of the receivable can be measured reliably.
12
NOTES TO THE FINANCIAL STATEMENTS for the half year ended 30 June 2009 1.
Summary of accounting policies (continued) (g)
Share-based payments Equity-settled share-based payments granted are measured at fair value at the date of grant. Fair value is measured by use of the Black Scholes model. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straightline basis over the vesting period, based on the consolidated entity’s estimate of shares that will eventually vest.
(h)
Property, plant and equipment Plant and equipment, leasehold improvements and equipment under finance lease are stated at cost less accumulated depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of the item. In the event that settlement of all or part of the purchase consideration is deferred, cost is determined by discounting the amounts payable in the future to their present value as at the date of acquisition. Depreciation is provided on property, plant and equipment, including freehold buildings but excluding land. Depreciation is calculated on a straight line basis so as to write off the net cost or other revalued amount of each asset over its expected useful life to its estimated residual value. Leasehold improvements are depreciated over the period of the lease or estimated useful life, whichever is the shorter, using the straight line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each annual reporting period. The following estimated useful lives are used in the calculation of depreciation. Leasehold improvements Plant and equipment Furniture and fittings Motor vehicles
(i)
6 years 2-5 years 5-10 years 4-7 years
Employee benefits Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave and long service leave and sick leave when it is probable that settlement will be required and they are capable of being measured reliably. Provisions made in respect of employee benefits, expected to be settled within the next 12 months, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement. Provisions made in respect of employee benefits which are not expected to be settled within 12 months are measured as the present value of the estimated future cash outflows to be made by the consolidated entity in respect of services provided by employees up to the reporting date. Contributions to defined contribution superannuation plans are expensed when incurred.
(j)
Financial instruments issued by the consolidated entity Debt and equity instruments Debt and equity instruments are classified as either liabilities or as equity in accordance with the substance of the contractual agreement. Interest and dividends Interest and dividends are classified as expenses or as distributions of profit consistent with the balance sheet classification of the related debt or equity instrument or component parts of compound instruments.
(k)
Foreign currency All foreign currency transactions during the financial year have been brought to account using the exchange rate in effect at the date of the transaction. Foreign currency monetary items at reporting date are translated at the exchange rate existing at that date. Exchange differences are brought to account in the profit or loss in the period in which they arise.
(l)
Goods and services tax Revenues, expenses and assets are recognised net of the amount of goods and services tax (“GST”), except: i. where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense; or ii. for receivables and payables which are recognised inclusive of GST. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash flows are included in the statement of cash flows on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows. 13
NOTES TO THE FINANCIAL STATEMENTS for the half year ended 30 June 2009 1.
Summary of accounting policies (continued) (m) Goodwill Goodwill, representing the excess of the cost of acquisition over the fair value of the identifiable assets, liabilities and contingent liabilities acquired, is recognised as an asset and not amortised, but tested for impairment annually and whenever there is an indication that the goodwill may be impaired. Any impairment is recognised immediately in profit or loss and is not subsequently reversed. (n)
Financial assets Investments are recognised and derecognised on trade date where purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value, net of transaction costs. Subsequent to initial recognition, investments in subsidiaries are measured at cost in the separate financial statements of the parent. Loans and receivables Trade receivables, loans and other receivables are recorded at amortised cost less impairment.
(o)
Income tax Current tax Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable). Deferred tax Deferred tax is accounted for using the comprehensive balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax base of those items. In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from goodwill. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, except where the consolidated entity is able to control the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with these investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the consolidated entity expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company/consolidated entity intends to settle its current tax assets and liabilities on a net basis. Current and deferred tax for the period Current and deferred tax is recognised as an expense or income in the income statement, except when it relates to items credited or debited directly to equity, in which case the deferred tax is also recognised directly in equity, or where it arises from the initial accounting for a business combination, in which case it is taken into account in the determination of goodwill or excess. Tax consolidation The Company and all its wholly-owned Australian resident entities are part of a tax-consolidated group under Australian taxation law. ComOps Limited is the head entity in the tax-consolidated group. Tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the taxconsolidated group are recognised in the separate financial statements of the members of the tax-consolidated group using the ‘separate taxpayer within group’ approach. Current tax liabilities and assets and deferred tax assets arising from unused tax losses and tax credits of the members of the tax-consolidated group are recognised by the Company (as head entity in the tax-consolidated group).
14
NOTES TO THE FINANCIAL STATEMENTS for the half year ended 30 June 2009 1.
Summary of accounting policies (continued) (p) Borrowings Borrowings are recorded initially at fair value, net of transaction costs. Subsequent to initial recognition, borrowings are measured at amortised cost with any difference between the initial recognised amount and the redemption value being recognised in profit and loss over the period of the borrowing using the effective interest rate method. (q)
Borrowing costs Borrowings are recognised in the profit and loss in the period in which the borrowing occurs.
(r)
Leased assets Operating lease payments are recognised as an expense on a basis which reflects the pattern in which economic benefits from the leased assets are consumed. Lease incentives In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefits of incentives are recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
(s)
Principles of consolidation The consolidated financial statements have been prepared by combining the financial statements of all the entities that comprise the consolidated entity, being the Company (the parent entity) and its controlled entities as defined in Australian Accounting Standard AASB 127: Consolidated and Separate Financial Statements. Consistent accounting policies have been employed in the preparation and presentation of the consolidated financial statements. The consolidated financial statements include the information and results of each subsidiary from the date on which the Company obtains control and until such time as the Company ceases to control such entity. In preparing the consolidated financial statements, all inter-company balances and transactions, and unrealised profits arising within the consolidated entity are eliminated in full.
(t)
Research and development costs Expenditure on research activities are recognised as an expense in the period in which it is incurred. Where no internallygenerated intangible asset can be recognised, development expenditure is recognised as an expense in the period as incurred. An intangible asset arising from the development (or from the development phase of an internal project) is recognised if, and only if, all of the following are demonstrated: • the technical feasibility of completing the intangible asset so that it will be available for use or sale; • the intention to complete the intangible asset and use or sell it; • the ability to use or sell the intangible asset; • how the intangible asset will generate probable future economic benefits; • the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and • the ability to measure reliably the expenditure attributable to the intangible asset during its development.
15
NOTES TO THE FINANCIAL STATEMENTS for the half year ended 30 June 2009 1.
Summary of accounting policies (continued) (u) Impairment of assets At each reporting date, the consolidated entity reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the consolidated entity estimates the recoverable amount of the cash-generating unit to which the asset belongs. Goodwill, intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually and whenever there is an indication that the asset may be impaired. An impairment of goodwill is not subsequently reversed. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value, in which case the impairment loss is treated as a revaluation decrease. Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value, in which case the reversal of the impairment loss is treated as a revaluation increase.
2.
Subsequent events There has not been any matter or circumstance that has arisen since 30 June 2009 that has significantly affected, or may significantly affect, the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in future financial years.
3.
Segment information For the purposes of reporting to the ComOps Limited board of directors, the company results are dissected a number of ways but the main reporting structure relates to basic business pillars within the group. This is a change from previous years segment reporting which focused on the profitability of the divisions. This reporting gives a logical dissection of the company’s range of products and allows the director’s to review the performance of the entities and businesses acquired for operational and impairment testing purposes. The consolidated entity is organised into three major operating pillars for management purposes. Each pillar is individually managed and is responsible for profitability, balance sheet management, cash flow, quality and customer satisfaction. The three recent acquisitions –Human Capital Solutions Group Pty Ltd (“HCS”), Microster Solutions Pty Ltd (“Microster); and Australian Workplace Software Pty Ltd (“AWS”) are accounted for separately and have different areas of specific expertise but all operate under the business pillar of human capital management. ComOps Solutions Business ComOps Solutions provides solutions relating to five software categories: (1) enterprise resource planning; (2) e-com; (3) business intelligence; (4) mobile field force automation; and (5) retail management. Human Capital Management Business HCS- Operates is three main areas: (1) Professional services in the form of project management and implementations; (2) hosted solutions and application management; and (3) design, development and deployment of online content. The professional services and hosted solution divisions provides consulting, training and implementation services to the consolidated entity’s clients. Microster provides rostering solutions to support on-going workforce management strategies. AWS provides a comprehensive workflow management system to support on-going occupational health and safety strategies. ComOps NZ Business ComOps NZ Limited operates as an independent subsidiary in New Zealand that sells and delivers all ComOps Limited software and services throughout New Zealand.
16
NOTES TO THE FINANCIAL STATEMENTS for the half year ended 30 June 2009 3.
Segment Information (continued) Consolidated Half-year ended Half-year ended 30 June 2009 30 June 2008 $ $ Segment revenues ComOps Solutions Human Capital Management ComOps New Zealand
5,905,910 4,376,615 40,000
6,158,503 2,765,855 -
10,322,525
8,924,358
Segment results ComOps Solutions Human Capital Management ComOps New Zealand
1,222,728 1,388,154 (126,610)
1,405,371 940,215 -
Total of all segments
2,484,272
2,345,586
Profit for the period from continuing operations before income tax expense
2,484,272
2,345,586
Income tax (expense)/benefit
(735,453)
(703,676)
Profit for the period from continuing operations
1,748,819
1,641,910
Geographical segments The consolidated entity operates predominantly in eastern Australia with its branch offices in Sydney, Newcastle, Brisbane and Melbourne. We also have a branch in Auckland, New Zealand. The segment revenues are earned across all offices. 4.
Dividends The directors have not declared an interim dividend in respect of the half-year ended 30 June 2009.
5.
Changes in the composition of the consolidated entity There was no change to the composition of the consolidated entity during the period.
6.
Significant transactions There were no significant transactions in the half-year ended 30 June 2009.
17
NOTES TO THE FINANCIAL STATEMENTS for the half year ended 30 June 2009 7.
Issued and quoted securities at end of current period Total number Number quoted 7.1
7.2
8.
Ordinary securities As at 31 December 2008 Issued As at 30 June 2009
115,995,085 115,995,085
115,995,085 115,995,085 Exercise price
Expiry date
Nil Nil Nil
n/a 20 cents 13 cents
n/a 31 Dec 2010 30 Sept 2012
Nil Nil
Nil Nil
n/a n/a
n/a n/a
Nil Nil
Nil Nil
n/a n/a
n/a n/a
Issued options Employees’ Option Scheme Directors’ Option Plan Directors’ Option Plan
Nil 200,000 200,000
Expired during current period Employees’ Option Scheme Directors’ Option Plan Exercised during current period Employees’ Option Scheme Directors’ Option Plan
Earnings per share Half-year ended 30 June 2009
Half-year ended 30 June 2008
cents per share
cents per share
Basic earnings per share (from continuing operations) Diluted earnings per share (from continuing operations)
1.51 1.50
1.51 1.50
Basic EPS disclosure
2009 $
2008 $
1,748,819 1,748,819
1,641,910 1,641,910
Number
Number
115,995,085
109,068,971
2009 $
2008 $
1,748,819 1,748,819
1,641,910 1,641,910
Number
Number
115,995,085
109,068,971
400,000
300,000
116,395,085
109,368,971
Numerator used in EPS calculation Net profit The volume weighted average number of ordinary shares on issue used in the calculation of basic earnings per share
Diluted EPS disclosure Numerator used in diluted EPS calculation Net profit The volume weighted average number of ordinary shares on issue used in the calculation of basic earnings per share Shares deemed to be issued for non consideration - options Volume weighted average number of ordinary shares used in the denominator
18