Reckon Limited
Annual Report 2008

Plain-text annual report

2008 Annual Report Reckon Limited Annual Report ACN 003 348 730 for the Financial Year Ended 31 December 2008 Contents Our results at a glance Message to shareholders from the Chairman and the Group CEO Directors’ Report Corporate Governance Report Auditor’s Report Financial Report Directors’ Declaration Income Statements Balance Sheets Statements of Recognised Income and Expense Cash Flow Statements Notes to the Financial Statements Additional Information 2 3 5 15 18 21 21 22 23 24 25 26 54 Reckon | 1 Our results at a glance Revenue Group revenue was up 8% to $60.8 million from $56.2 million. $m % Growth EBITDA Group EBITDA was up 15% to $19 million from $16.5 million. $m % Growth NPBT Group NPBT was up 14% to $15.1 million from $13.3 million. $m % Growth 70 60 50 40 30 20 10 - 20 15 10 5 - 16 12 8 4 - 2004 2005 2006 2007 2008 $60.8m 16% 8% 23% 8% $19m 29% 29% 26% 15% $15.1m 26% 19% 21% 14% 2 | Reckon Message to shareholders from the Chairman and the Group CEO Overview Acquisitions It is with pleasure that we present the Reckon Limited results for the year ending 31 December 2008. The results once again testify to the underlying soundness of the Company’s business model and execution of its long term strategy with increases across all key metrics, as shown below. 2008 2007 % Change $60.8 million $56.2 million 8% increase $19.0 million $16.5 million 15% increase Group Revenue Group EBITDA Group NPAT $11.3 million $9.9 million 14% increase EPS 8.5 cents 7.5 cents 13% increase On 10 February 2009 the board declared a final dividend for 2008 of 3.5 cents per share, fully franked. The final dividend for 2007 was 2.5 cents per share. Future Outlook The success of the Company in 2008 in the context of current global and Australian economic conditions is especially pleasing and positions it well for future growth in 2009. The Company has advised the market that it expects revenue growth in the Reckon Group to be approximately 50 percent over 2008. This growth will cement the Company as a leader in practice management, accounting and financial management software and services and will enable further success in the short to medium term. We remain cautiously optimistic about future performance given current economic conditions. We are delighted to advise that in January 2009 the Company completed the acquisition of the Corporate Services and BillBack businesses from Espreon Limited. This transaction is an exciting step in the development of the Company and will enable it to achieve synergies and revenue growth in the near to medium term. BillBack presents opportunities in the cost recovery and cost management market for professional services firms, while Corporate Services gives significant scale to our existing Reckon Shelco business. The underlying strength of the Reckon Group places it in an optimal position to consider future acquisitions. Our traditional approach has been to carefully identify acquisitions which match our selection criteria, including the realisation of hard and soft synergies, positive EPS results and effective integration into the overall Reckon strategy. This careful approach has in the past ensured that the Company has grown at a sustainable rate and we intend to continue to apply our high standards to any acquisitions which are identified during the course of 2009. Operations The Reckon Group operations are divided into two main divisions: a Professional Division and a Business Division. Results of Professional and Business Divisions The Professional and Business Divisions each contributed to the strong growth experienced by Reckon in 2008. The table below illustrates the performance of each division. Operating Revenue % change on 2007 Revenue EBITDA % change on 2007 EBITDA Professional Division Business Division $21.3 million $38.6 million 15% increase 5% increase $5.3 million $13.7 million 46% increase 7% increase 3 Message to shareholders from the Chairman and the Group CEO (continued) Professional Division in 2008 and 2009 The Professional Division continues to experience strong growth by positioning itself as a market leader in the provision of practice management systems to large accounting practices. Highlights from the 2008 financial year include: • • • Strong organic growth both from new clients and increased product uptake from current clients. Increases in revenue from consulting arising from expanded implementation capacity built in the 2007 financial year. APS software awarded “Practice Management Software of the Year” in the UK “Accountancy Age Awards”. We expect that the strong performance of the Professional Division will continue into the 2009 financial year based on both continued organic growth and expansion from the BillBack acquisition. Focuses of the Professional Division in 2009 include: • Integration of the BillBack operations and leveraging cross-selling opportunities. • Expansion of the APS product offering into new markets. • Expansion into new territories. • New product releases to complete the comprehensive practice management offering from APS, including Advance Company Register, .Net Tax and Workflow and Resource Planning. Business Division in 2008 and 2009 The Business Division experienced many successes in the 2008 financial year. A few of the highlights were: • i series. QBi is Release of QuickBooks 2008/09 QB designed to make accountants’ and customers’ lives easier. It contains a raft of new features to achieve this goal, including: a past transactions memory, an always on audit trail, simultaneous use and synchronisation with accountants with a secure dividing date, portable company files, and only one accountants version required to support different customers versions. The use of an SQL database also means the product enjoys efficiencies of scale to accommodate small businesses of virtually any size; a higher magnitude of processing speed; and a fully scalable product for virtually unlimited multiple simultaneous users. • Strong growth from the QuickBooks customer base especially in the Enterprise product, with growth of 21 percent. • Significant enhancements to the Quicken personal finance software being incorporated in the Quicken 2009 release. 4 In 2009 the Business Division will build on its performance in 2008 by: • • • Leveraging off the momentum generated from the QuickBooks 2008/09 QBi series software with the QuickBooks 2009/10 QBi series release. Further expansion into the enterprise market with the QuickBooks Enterprise product. Integration of Espreon Corporate Services into the broader Business Division and leveraging cross-selling opportunities through the Reckon partner network. Opportunities for the Reckon Group The broad product offering of the Reckon Group places it in the enviable position of being able to leverage its range of products and services off one another, resulting in not only stronger sales but in tangible benefits for a growing customer base. The APS and QuickBooks brands are complementary and enable Reckon to service any size accounting practice. APS sells practice management, tax and client accounting software and allied products to professional accounting firms with full service requirements whilst the Business Division services the rest of the accounting market with Elite labeled products. With the expansion of Reckon’s corporate service offering through Reckon Espreon and the addition of cost recovery and cost management products and services through BillBack, the Reckon Group is now able to offer accounting and professional service organisations not only software but also services such as trust documentation, company incorporation and cost recovery. Partners The continued growth of Reckon is due in no small part to the support of Reckon’s ever growing network of partners amongst accountants, bookkeepers and business and IT consultants. The number of new partners continued to increase in 2008 and this trend is expected to continue as recognition of the QuickBooks, Elite, Reckon Shelco, Reckon Espreon and APS products as the pre-eminent packages in their market continues to grow. We also extend our thanks to the support of all our employees, customers and suppliers who contributed to our success in 2008. John Thame Chairman Clive Rabie Group CEO Directors’ Report The Directors of Reckon Limited submit these financial statements for the financial year ended 31 December 2008. Board of Directors John Thame AAIBF FCPA Clive Rabie Age 67, Non-Executive Chairman Age 49, Group Chief Executive Officer Clive was Chief Operating Officer of Reckon from 2001 until February 2006 and in that time played a pivotal role in its turn-around. In February 2006 Clive was appointed to the position of Group Chief Executive Officer. He has extensive management and operational experience in the IT and retail sectors as both an owner and Director of companies. Myron Zlotnick LLM, GCertAppFin Age 44, General Counsel and Company Secretary Myron Zlotnick has over 15 years experience as a general and corporate counsel, and as a Director of companies in the information, communications and technology sector. Myron also assumes responsibility for some aspects of the management and operations of the Reckon Shelco and Reckon Espreon businesses. John Thame has over 30 years’ experience in the retail financial services industry. He was Managing Director of Advance Bank Limited from 1986 until it merged with St George Bank Limited in January 1997 and held a variety of senior positions in his career with Advance. John was Chairman of St George Bank Limited until April 2008 and a member of the St George Bank Limited board until 1 July 2008. He is also Chairman of Abacus Property Trust Group Limited, where he has been a Director since 2002. John was appointed to the Board on 19 July 1999. Ian Ferrier FCA Age 68, Non-Executive Director Ian Ferrier is the founder of Ferrier Hodgson. He is a Fellow of the Institute of Chartered Accountants in Australia. He has more than 40 years experience in company corporate recovery and turnaround practice. He is also a Director of a number of private and public companies. Ian was appointed Chairman of InvoCare Limited in 2001 and was Chairman of Port Douglas Reef Resorts Limited until April 2006. Ian is a Director of McGuigan Simeon Wines Limited since 1991, Macquarie Goodman Group Limited since 2003 and Australian Oil Company Limited since 2005. He has significant experience in property and development, tourism, manufacturing, retail, hospitality and hotels, infrastructure and aviation and service industries. Ian joined the Board on 17 August 2004. In January 2008 Ian assumed the Chair of a new accounting practice, Ferrier Green Krejci & Silvia, which after merging with insolvency practice BRI, now trades as BRI Ferrier. Greg Wilkinson Age 53, Deputy Executive Chairman Greg Wilkinson has over 20 years experience in the computer software industry. Greg entered the industry in the early 1980s in London where he managed Caxton Software, which became one of the UK’s leading software publishers. Greg co-founded Reckon in 1987 and was the Chief Executive Officer until February 2006. He was appointed to the position of Deputy Chairman in February 2006 and became a member of the Board of the listed entity on 19 July 1999. 5 Principal Activities Reckon Limited conducts business predominantly across complementary business areas: (1) the sales and support of small and enterprise business accounting and personal wealth management software under the QuickBooks and Quicken brands (2) the sales and support of professional accounting practice management and allied software under the APS brand to larger professional accounting firms, and to smaller professional accounting firms under the Elite brand; (3) the sales and support of corporate services such as company incorporations and SMSF documentation under the Reckon Shelco brand. Through strategic acquisition of businesses and technology, Reckon continues to broaden its scope of operations to provide complementary products and services across these business areas. The main products and services are principally organised into two operating units, the Business Division and the Professional Division. In the Business Division, under the QuickBooks and Quicken brands, Reckon develops, localises, distributes and provides after sales technical support for the accounting software needs of small to medium sized and enterprise businesses and in the personal finance and wealth management sector. Under the Reckon Tools brand, Reckon develops applications that enhance these products, for example: electronic data interchange (“EDI”) functionality, bill payment solutions, super choice management solutions, online backup, and online trading. In addition, Reckon independently develops and distributes a payroll and point-of-sale solution. Reckon operates its QuickBooks and Quicken business under an exclusive evergreen licence from Intuit Inc. Intuit is the leading US-based accounting software house with over 25 million customers worldwide, annual sales of over US$2 billion and a market capitalisation of close to US$10 billion. Intuit’s annual research and development budget exceeds US$300 million. Reckon is able to leverage off this extensive research and development spend without the usual associated development risk. The licence from Intuit has an effective continuing rolling term of 10 years. The Reckon Elite business develops and distributes tax return preparation tools, practice management tools and related solutions for accountants and tax agents in public practice. Reckon Elite focuses on sales to smaller accounting firms compared to APS which pursues the top tier firms. In the Professional Division the APS business develops, distributes and supports a suite of practice management, tax and client accounting software for professional accounting firms in Australia, New Zealand and the United Kingdom. A majority of the major accounting firms in Australia and New Zealand use APS products. APS also delivers complementary applications for practice management such as document 6 management, customer relations management and business intelligence solutions. Desktop Super is a tool for the professional administration of self managed superannuation funds. With the acquisition of BillBack by Reckon in January 2009, APS now has the ability to offer its client base technologies for the capture, reporting and billing of client expenses (including: scanning, network printing and faxing, telephone and mobile calls, online searches, courier and taxi usage). Shelco which was acquired in March 2007 consists of two main revenue streams, a services business and a data business. Espreon Corporate Services, which was acquired by Reckon in January 2009, has similar revenue streams to Shelco and increases Reckon’s presence and market share in the corporate services and growth opportunities in the data supply market. Espreon Corporate Services also adds depth to the product offering in the market for documentation for trusts and self managed superannuation funds. The services business comprises the technology and established client base for the registration of companies and other business structures using the traditional full service method. This business provides clients with an online company registration service available 24 hours a day, seven days a week. It also provides services for the establishment of unit trusts and family trusts (discretionary trusts), as well services for constitution updates, domain name registrations and self managed super funds. Espreon Corporate Services brings with it a compliance team that manages certain company secretarial functions on behalf of companies and thus also widens the range of services offered by Reckon Shelco. The data business provides comprehensive accredited business name and ASIC information electronically combined with a highly personalised client relationship. A full range of sophisticated information services to assist customers with the provision of financial, corporate and statutory information is also offered. Through its New Zealand subsidiary Reckon distributes QuickBooks and Quicken products as well as IBankData; Intrepid Payroll, Bit Defender and IBackup solutions. Review of Operations Overview of financial performance Group Operating Revenue: Up 8% to $60.8m from $56.2m Group EBITDA: Group NPAT: Basic EPS: Final Dividend: Up 15% to $19m from $16.5m Up 14% to $11.3m from $9.9m Up 13% to 8.5 cents per share from 7.5 cents 3.5 cents per share 100% franked with a dividend payout ratio of 71% Operating cash flow: Up 12% to $16.3m with a cash balance of $16.1m at 31 December 2008 Growth in revenue, strong management of costs, and the benefits of a sustainable customer base has resulted in strong group performance from both the Professional Division and Business Division. Dividends On 10 February 2009, the Board declared a final dividend of 3.5 cents per share (100% franked) payable to shareholders recorded on the Company’s Register as at the record date of 20 February 2009. Reckon does not have a dividend re-investment plan currently in operation. On 11 August 2008, the Board declared an interim dividend of 2.5 cents per share (100% franked) payable to shareholders recorded on the Company’s Register at record date of 25 August 2008. The Future Reckon’s overall strategy continues to be one of expanding the product and service offering to its customer base, leveraging cross-selling opportunities across its customer base of small businesses and accountants, generating recurring revenue streams through subscription products, generating recurring revenue through consulting and technical support, seeking new complementary products and services, enhancing relationships with sales channels, including retailers and professional partners, maintaining operating efficiencies resulting in increasing margins. Reckon announced to the market on 10 February 2009 that, as a consequence of the acquisition of the Corporate Services and BillBack businesses, it expects revenue growth in the 2009 financial year to be approximately 50 percent over 2008. However, the nature of the businesses will result in some reduction in EBITDA margin percentages in the short term. Reckon continues to maintain an excellent relationship with Intuit Inc. The APS business will continue to expand in 2009 on the back of ongoing maintenance revenue and market share growth together with growth resulting from expanding the uptake of additional modules by existing clients. Over the next 12 months Reckon will concentrate on assimilating the operations of the Corporate Services and BillBack businesses purchased from Espreon Limited in January 2009 into its existing business and realising the synergies and cross-selling opportunities that the acquisition of those businesses provides the broader Reckon Group. Significant Changes in State of Affairs There were no events in 2008 that represented material changes to the state of affairs of the Company but Reckon entered into binding documentation to acquire the Corporate Services and BillBack businesses of Espreon Limited in November 2008. This transaction completed after the end of the financial year (see below). 7 Future Developments Other than as outlined above, disclosure of information regarding likely developments in the operations of the consolidated entity in future financial years and the expected results of those operations is likely to result in unreasonable prejudice to the consolidated entity. Accordingly, this information has not been disclosed in this report. Directors’ Shareholdings As at the date of this report, the Directors held shares and options in Reckon Limited as set out in the Remuneration Report immediately below. All options were granted under the Executive Share Option Plan. Matters Subsequent to the End of the Financial Year Acquisition of Corporate Services and BillBack Businesses On 2 January 2009 the acquisition of the Corporate Services and BillBack businesses by Reckon from Espreon Limited for $18 million was completed. The acquisition of the businesses was funded through a mix of Reckon’s cash reserves and debt funding. The Corporate Services business of Espreon Limited is a provider of documentation for company formations, secretarial services, trust and self managed superannuation fund trust deeds. This business is similar in nature to Reckon’s existing Shelco business. The cost recovery (BillBack) business of Espreon Limited is a provider of technologies for the capture, reporting and billing of client expenses (including: scanning, network printing and faxing, telephone and mobile phone calls, online searches, courier and taxi usage) for professional services suppliers such as accountants and lawyers. Dividend A final dividend for 2008 was declared on 10 February 2009 as disclosed above. Options Since balance date 153,058 shares were issued after exercise of options under Share Option Plan 2. See Note 19 for the details of this plan. Since 31 December 2008 206,672 options have lapsed. Effective 31 December 2005, the Company terminated Share Option Plan 2. Going forward the Board will continue to assess the merits of incentive based schemes pursuant to the share scheme approved at the Special General Meeting on 20 December 2005 or such other plan that the Company may lawfully put in place from time to time. The Remuneration Report in the Directors’ Report contains details of the relevant long term incentive plans approved by shareholders at the Special General Meeting of the Company held on 20 December 2005. Other matters Other than as disclosed in this Directors’ Report no other matter or circumstance has arisen since 31 December 2008 that has significantly affected, or may significantly affect: • the consolidated entity’s operations in future financial years, or • the results of those operations in future financial years, or • the consolidated entity’s state of affairs in future financial years 8 Remuneration Report Key management The key management personnel include the directors and group executives who have responsibility for planning, directing and controlling the activities of the company and the consolidated entity. Key management personnel details are set out on page 11 below. Policy for determining remuneration of key management personnel Policy for determining remuneration of key management personnel, including the directors, the deputy Chairman, Group CEO, Group CFO, divisional MD’s and other Company officers is the ultimate responsibility of a remuneration committee comprising the Chairman of the Board and the other independent non-executive director. The Chairman of the remuneration committee is Ian Ferrier. There is no formal charter for the remuneration committee but policy is set with due consideration for the need to motivate directors and management to pursue the long term growth and success of the Company as well as to tie remuneration in with performance as contemplated in the ASX Corporate Governance Principles and Recommendations (“ASX Guidelines”). It is the view of the Board that the Company complies with the substance of the aims and aspirations of the ASX Guidelines in the context of the size of the company, the size of the Board, the size of the senior management team and the size of the business. Policy for determining remuneration of other management personnel has been delegated to the Group CEO, Group CFO and divisional MD’s by the Board to be exercised in accordance with the same broad principles as apply for the Group CEO, Group CFO, other company officers and divisional MD’s. The Board approves all remuneration in its review of the Company’s annual budget process. The policy is to pay the relevant officers and employees’ remuneration consistent with market comparisons suited to the unique features of the company, the competitive landscape, the scale of the business, the responsibilities of the individual directors and employees, and internal relativities. The Board is conscious of the need to attract and retain talent. The remuneration policy takes account of striking the right balance between short term benefits and long term incentives. All remuneration is reviewed annually. Generally increases, if justified, will not exceed comparable market increases. Terms of employment for key management personnel Executive directors and group executives are all appointed on standard employment terms that are not fixed term contracts. These contracts include a notice period of between 1 – 3 months to be provided by either the executive or the company. No contract provides for termination payments except where the employee is to receive payment in lieu of notice. For 2008, remuneration for key management personnel including the Group CEO, Group CFO, other company officers, divisional MD’s and other senior executives, comprises a fixed element, a short term incentive element and a long term incentive element. Short term incentive payments The short term incentive element of remuneration is dependent on satisfaction of performance conditions. A pool representing varying percentages of the combined fixed remuneration of the relevant employees is the total potential amount in which they can share if the performance conditions are met. There are three weighted elements to the performance conditions, viz: a revenue target, a net profit after tax (NPAT) target, and earnings per share (EPS) target measured against the budgeted performance of the Company. The Board retains a discretion regarding the allocation of the pool between employees as well as regarding weightings. Short term incentives are paid in cash as bonuses usually in about February or March of the following year. Long term incentive payments The long term incentive element is intended to round off the mix of remuneration elements. It is aimed at retaining the long term services of the key management personnel to whom it applies and to align their remuneration with the longer term performance of the Company. The substance of the long term incentive element for key management was approved by Special General Meeting on 20 December 2005. In general terms, the long term incentive element comprises three possible methods of participation: an option plan, a performance share plan and a share appreciation plan. The Board has discretion to make offers to applicable employees to participate in any of these plans. Options granted and/or performance shares awarded (all in respect of the Company’s ordinary shares) and/or share appreciation rights do not vest before three years after their grant date. Vesting is also conditional upon the Company achieving defined performance criteria. The performance criteria are based upon a total shareholder return (TSR) target. A TSR is the return to shareholders over a prescribed period, being the growth in the Company’s share price plus dividends or returns of capital for that period. The Company’s initial TSR target will be the Company achieving a median or higher ranking against the TSR position of individual companies within a ‘comparator group’ of companies (i.e. a group of comparable ASX listed companies pre-selected by the Board) over the same period. The initial comparator group was determined after taking advice from independent advisers and was set out in the Chairman’s speech at the Special General Meeting on 20 December 2005. The Board will review the suitability of the comparator group on an ongoing basis. During 2008 some of the entities comprising the comparator group were delisted either as part of merger and acquisition activity or for other reasons. This was factored into the calculation of the Company’s performance by the independent valuers who undertook the exercise on behalf of the Company. The comparator group of companies used in the current year assessment included Adacel Technologies Limited, Firstfolio Limited, Altium Limited, Amcom Telecommunications 9 Remuneration Report (continued) Limited, ASG Group Limited, CPT Global Limited, Eftel Limited, Eservglobal Limited, Hansen Technologies Limited, Infomedia Ltd, Integrated Research Limited, Melbourne IT Limited, Lifestyle Communities Limited, Newsat Limited, Objective Corporation Limited, Oakton Limited, Powerlan Limited, Queste Communications Limited, Rea Group Ltd, MYOB Limited, Sirius Corporation Limited, Asian Pacific Limited, Technology One Limited and Talent2 International Limited. Only 50 percent of options or performance shares become exercisable or vest if the initial performance criterion is satisfied. The extent to which the balance of options or performance shares become exercisable or vest will depend on the extent to which the initial performance criterion is exceeded (i.e., the extent to which the Company exceeds a median ranking against the TSR position of the comparator group of companies). The share appreciation right plan represents an alternative remuneration element (to offering options or performance shares) under which the Board can invite relevant employees to apply for a right to receive a cash payment from the Company equal to the amount (if any) by which the market price of the Company’s shares at the date of exercise of the right exceeds the market price of the Company’s shares at the date of grant of the right. The right may only be exercised if performance criteria are met. The performance criteria are fixed by the Board in the exercise of its discretion. At present these are the same as the TSR target set for the right to exercise options or for performance shares to vest. Balance between salary, short term and long term incentives It is the Board’s opinion that an adequate balance is struck between the three elements comprising the relevant remuneration. For short term incentives, the performance targets reflect, in part, the key factors that the Company pursues in measuring its performance: volume of sales; profit generated; and value returned to shareholders in terms of EPS. The targets also represent a measure of an incentive to encourage commitment to the business and to its growth. The audited financial results for the year are used to assess whether the performance conditions are satisfied. Audited results represent an independent accurate method of determining the attainment of the conditions. For long term incentives, the additional targets comprising TSR reflect a further assessment of value to shareholders before the remuneration is earned. As stated above the comparator group to which reference will be had will be subject to review. The remuneration committee is satisfied that to date, the remuneration of the relevant employees accords with the general upward trend of the performance of the Company and returns to shareholders, as set out in the table below; and also takes into account the imperative to retain their services so as to avoid the business and opportunity costs associated with replacing them as well as the need to be commensurate with market rates. Consequence of performance on shareholder wealth NPAT EPS Return of Capital Reduction of Capital Dividend Changes in Share Price between the beginning and the end of the year $’000 10,1511 7,0342 8,169 9,893 11,312 2004 2005 2006 2007 2008 (cents per share) (cents) Beginning of January End of December 7.41 5.12 6.2 7.5 8.5 3.5 – – – - – 4 – – - – 2 4.5 5.5 6.0 68 85 76 102 139 85 76 102 139 105 1 2 3 Result positively impacted by one off booking of unutilised tax losses. Result impacted by tax expense booked for the first time. The company adopted AIFRS with effect from 1 January 2005 which results in various changes in accounting policies from that date. Results for the year ending 31 December 2004 have been restated. The Company’s “Trading Policy” prohibits directors, key management personnel and employees from entering into a transaction with securities which limit the economic risk of any unvested entitlements awarded under any Reckon equity-based remuneration scheme. Prior to presenting full-year results Reckon equity plan participants are required to confirm that they have not entered into any transactions which would contravene the Company’s “Trading Policy”. 10 Remuneration Report (continued) Remuneration 2008 Fixed component Short term Incentive component Other compensation Long term incentive component 2008 Office Salary Bonus1 term benefits5 Superannuation Other short Equity settled share based payments- Performance shares3 Cash settled share based payments- Appreciation rights4 Total remuneration Directors John Thame Chairman, Non- executive Director $86,000 Greg Wilkinson Deputy Chairman, Executive Director $75,000 0 0 Clive Rabie Group CEO, Executive Director $460,000 $164,095 Ian Ferrier Non-executive Director $66,000 0 Executives Brian Armstrong CEO, APS $320,000 $109,400 Chris Hagglund CFO $280,000 $70,900 Paul James GM, APS Australia $193,806 $21,448 Myron Zlotnick General Counsel & Company Secretary $210,540 $31,400 0 0 0 0 0 0 0 0 $7,740 $6,750 $41,400 $5,940 0 0 0 0 $31,488 $65,828 $25,200 $52,576 $19,373 $9,124 $18,949 $27,005 Brian Coventry MD, APS United Kingdom $194,003 $34,117 $17,794 $9,649 $9,124 Gavin Dixon CEO, Quicken Australia $310,000 $75,200 Michael Donnelley8 MD, APS New Zealand $172,501 $68,160 0 0 $27,900 $50,584 $17,107 $9,124 Grant Linton9 MD, APS New Zealand $36,277 0 $11,497 $4,051 0 Nigel Boland GM Development, APS $161,366 $20,047 0 $12,103 $9,124 0 $93,740 $5,000 $86,750 $34,088 $699,583 0 0 0 0 0 0 0 0 0 0 $71,940 $526,716 $428,676 $243,751 $287,894 $264,687 $463,684 $266,892 $51,825 $202,640 TOTAL $2,565,493 $594,767 $29,291 $227,650 $232,489 $39,088 $3,688,778 1 2 3 The potential amounts payable for the short term cash performance bonuses are determined at the beginning of the year and are earned based upon the performance criteria for the year described in more detail on pages 9 and 10. No options were granted to any person during the year as part of their remuneration. No options vested during the financial year. All options issued in previous years as set out in Note 19 in the financial statements are fully vested. 82,333 options were exercised during 2008. Mr Armstrong (58,656 shares), Mr Hagglund (51,324 shares), Mr Dixon (56,823 shares), Mr Zlotnick (27,018 shares), Mr Donnelley (7,332 shares), Mr James (7,332 shares), Mr Coventry, (7,332 shares), and Mr Boland (7,332 shares) are participants in the 2008 performance share plan. The date of grant for each of these participants was 1 January 2008. The value of the long term incentive is obtained by reference to the market price of the shares on the grant date allocated over each year of the 3 year performance period. If the performance criteria are met, then the shares are released at no consideration. The fair value of the performance shares at grant date was $1.36. The performance shares are exercisable on 31 December 2010 at zero cents. The performance shares expire on 31 December 2017. The fair value of performance shares which vested and were forfeited during the financial year are set out in the table below. 4 5 6 7 8 9 Mr Rabie is a participant in the share appreciation plan. 495,356 rights were issued under the plan on 1 January 2008.The value of the rights was 32.3 cents determined using a Monte Carlo simulation with a Black Scholes based valuation model to determine the value as at hurdle dates. The fair value of appreciation rights which vested and were forfeited during the financial year are set out in the table below. For Mr Coventry and Mr Linton this reflects a sales commission. To the extent that any of the above are directors of any wholly owned subsidiaries of the Company listed on page 45, no additional remuneration is paid. Mr Donnelley resigned effective 15 October 2008 and Mr Linton was appointed MD on 1 September 2008. Mr Donnelley’s salary includes accrued leave paid out on resignation. Mr Linton received remuneration of: salary $55,544, commission $61,901 and superannuation of $9,956 in the period 1 January 2008 – 31 August 2008. 11 Remuneration Report (continued) Remuneration 2008 Percentage of total remuneration that is performance related Percentage of available bonus which vested in the year Percentage of available bonus which was forfeited during the year No of performance shares vested in 2008 Value of Performance shares vested in 2008 Value of Performance shares forfeited in 2008 Value of Appreciation shares vested in 2008 Value of Appreciation shares forfeited in 2008 0% 6% 28% 0% 33% 29% 13% 20% 16% 27% 29% 0 0 0 100% 0 100% 100% 100% 100% 100% 100% 75% 0 14% 100% 0 0 0 0 0 0 0 0 0 0 25% 0 0 0 0 0 0 0 0 0 0 46,762 $37,557 21,802 $17,511 0 0 16,873 $13,551 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 $20,912 0 0 0 $18,750 $93,750 0 0 0 0 0 0 0 0 0 0 85,437 $68,619 $20,912 $112,500 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2008 Directors5 John Thame Greg Wilkinson Clive Rabie Ian Ferrier Executives5 Brian Armstrong Chris Hagglund Paul James6 Myron Zlotnick Brian Coventry Gavin Dixon Michael Donnelley8 Grant Linton9 Nigel Boland TOTAL 12 Remuneration Report (continued) Remuneration 2007 Office Salary Bonus1 Super- annuation Value of options2 Long term incentive plan3 Other short term benefits4 2007 Directors5 John Thame Chairman, Non- Executive Director $81,500 Greg Wilkinson Deputy Chairman, Executive Director $130,000 0 0 $7,335 $11,700 Clive Rabie Group CEO, Executive Director $415,001 $164,096 $37,350 Ian Ferrier Non-Executive Director $62,501 0 $5,625 Executives5 Brian Armstrong CEO, APS $300,000 $109,397 $27,000 Chris Hagglund CFO $260,001 $70,859 $23,400 Paul James6 GM, APS Australia $107,241 $21,000 $9,652 Myron Zlotnick Brian Coventry General Counsel & Company Secretary MD, APS United Kingdom $190,000 $31,408 $17,100 $207,637 $40,000 $9,649 Gavin Dixon CEO, Quicken Australia $275,001 $75,211 $24,750 Michael Donnelly MD, APS New Zealand $178,707 $43,860 $14,268 Nigel Boland GM Development, APS $157,714 $19,824 $12,850 TOTAL $2,365,304 $575,655 $200,679 0 0 0 0 0 0 0 0 0 0 0 0 0 TOTAL $88,835 $184,060 $901,280 $68,127 $496,674 $394,302 $137,893 $261,082 Percentage of total that is performance related 0% 23% 50% 0% 34% 28% 15% 21% 17% 25% 22% 16% 0 $42,360 $284,833 0 $60,276 $40,042 0 $22,574 0 0 0 0 0 0 0 0 $11,788 $40,274 $309,348 $27,014 $11,788 $11,788 0 0 0 $401,976 $248,622 $202,176 $512,463 $40,274 $3,694,375 1 2 3 The potential amounts payable for the short term cash performance bonuses are determined at the beginning of the year and are earned based upon the performance criteria for the year described in more detail on pages 11 to 13. No options were granted to any person during the year as part of their remuneration. No options vested during 2007. Mr Armstrong (72,451 shares), Mr Hagglund (63,630 shares), Mr Dixon (67,539 shares), Mr Zlotnick (28,204 shares), Mr Donnelley (9,823 shares), Mr Coventry (9,823 shares) and Mr Boland (9,823 shares) are participants in the 2007 performance share plan. The date of grant for each of these participants is 1 January 2007. The value of the long term incentive is obtained by reference to the market price of the shares on the grant date allocated over each year of the performance period. If the performance criteria are met, then the shares are released at no consideration. The fair value of the performance shares at grant date was $1.02. The performance shares are exercisable on 31 December 2009 at zero cents. The performances shares expire on 31 December 2016. Performance shares that vested in 2007 are referred to in Note 27 to the financial statements. Mr Rabie is a participant in the share appreciation plan. The date of grant of this participation 1 January 2007. 4 5 6 For Mr Coventry this reflects a sales commission. To the extent that any of the above are directors of any wholly owned subsidiaries of the Company listed on page 52 no additional remuneration is paid. Appointed 4 June 2007. Options and shareholding for directors and relevant employees can be found at note 27 to the accounts. 13 Remuneration Report (continued) Indemnification of Directors and Officers and Auditors During the financial year, the Company paid a premium in respect of a contract insuring the Directors of the Company (as named above), the Company Secretary and all executive officers of the Company, and of any related body corporate, against a liability incurred as a Director, secretary or executive officer to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. In addition, Rule 12 of the Company’s constitution obliges the Company to indemnify on a full indemnity basis and to the full extent permitted by law, every Director, officer or former officer for all losses or liabilities incurred by the person as an officer. This obligation continues after the person has ceased to be a Director or an officer of the Company or a related body corporate, but operates only to the extent that the loss or liability is not covered by insurance. The Company has not otherwise, during or since the financial year, indemnified or agreed to indemnify an officer or auditor of the Company, or any related body corporate, against a liability incurred as an officer or auditor. Directors’ Meetings The following table sets out the number of Directors’ meetings held during the financial year and the number of meetings attended by each Director. Reckon Limited – Attendance Tables Directors JM Thame I Ferrier G Wilkinson C Rabie Board B 10 10 10 10 A 10 10 10 10 Meetings Audit Committee B A 2 2 2 2 NA NA NA NA Remuneration Committee A 2 2 NA NA B 2 2 NA NA Key: A – number of meetings eligible to attend; B - number of meetings attended Non audit fees Details of the non-audit services can be found in Note 4 to the financial statements. Rounding of Amounts ASIC Class Order 98/0100 applies to the Company, and in accordance with that Class Order, amounts in the Directors’ report and the financial statements have been rounded off to the nearest thousand dollars. Auditors’ Independence Declaration The auditors independence declaration for the year ended 31 December 2008 has been received and can be found on page 19 of the directors report. Signed in accordance with a resolution of the Directors made pursuant to Section 298 of the Corporations Act 2001. On behalf of the Directors Mr J Thame Chairman Sydney, 27 March 2009 14 Corporate Governance Report Governance of the Company in general is in accordance with the ASX Corporate Governance Principles and Recommendations, 2nd Edition (“the ASX Governance Principles”). Substantial compliance with the ASX Governance Principles is always pursued by the board. Any departure from the ASX Governance Principles is purely formal and generally justified on the basis that formal compliance is not applicable to the size of the Company and the resources available. 1. Management and Oversight The Company is governed on behalf of the shareholders by its board of directors who in turn oversee the Company’s management team. The board is responsible for ensuring appropriate risk management, accountability, and control mechanisms. The board also provides advice and input into development of the businesses generally, overall corporate strategy, performance objectives, and appointment of senior executives. The board monitors and reviews the performance of the Company, financial reporting and implementation of strategy. The board approves the annual budget, material capital expenditure and large acquisitions. The Company departs from the requirements of Principle 1 of the ASX Governance Principles only to the extent that there is no formal charter. The board is of the opinion, given the relatively small size of the composition of the board, the relatively flat structure of management, the size of the management team and open and frequent channels of communication between management and the board that the board has sufficiently appropriate close oversight of operations and material decisions to ensure compliance with principles of good corporate governance. Because of the relatively small size of the board, an Audit Committee and Remuneration Committee are the only committees of the board. The board is able to efficiently deal with issues which in other larger enterprises may normally be delegated to committees. The Company undertakes an annual performance evaluation of key management personnel. The nature of the review varies as follows: • • In the case of key management personnel other than head of divisions the review process is managed and administered by the Group Human Resources Manager. It generally involves a 360 degree feedback review in which selected peers and reporting staff assess the performance of relevant executives and managers according to a set of questions benchmarked against key performance indicators. The process also includes a series of reviews with the Divisional CEO’s in which the 360 degree feedback review is discussed with the relevant executive or manager and remedial steps and coaching, if applicable, are implemented. There may be further additional reviews undertaken through the year if necessary. In the case of head of divisions and head office management (CEO, General Counsel and Company Secretary) the review process is managed and administered by the Group Chief Executive Officer. The review involves a one-on-one interview in which performance against key performance indicators is assessed and discussed and feedback from peers (where relevant) is reviewed. Where necessary remedial steps are identified and coaching is implemented. There may be additional reviews undertaken through the year if necessary. Performance evaluation for key management personnel was undertaken in 2008 and it was in accordance with the processes disclosed in this report. In addition, a portion of remuneration for key management personnel is tied into the financial performance of the Company as set out in more detail in the Remuneration Report section of the Directors’ Report. The independent non-executive directors also generally informally monitor and review the ongoing performance of senior executives. The Group Human Resources Manager is also responsible for managing and administering an induction process for newly appointed senior executives. In addition the Group CEO and divisional CEO’s undertake a rigorous process of briefing new senior executives. 2. The board At present, the board comprises four members: John Thame, Ian Ferrier, Greg Wilkinson and Clive Rabie. Mr Thame is Chairman of the board and he, together with Mr Ferrier, are independent non-executive directors. Further details of the directors, including a summary of their skills and experience and period of office, are set out in the Directors’ Report. While there is not strictly an independent majority in the sense described in ASX Governance Principle 2, because there are only four directors, the non-executive directors ensure that all issues that come before the board are considered in an impartial manner and from a variety of perspectives. The Chairman, who is independent, has a casting vote where necessary. The independent non-executive directors oversee the nomination of any potential directors. The criteria for directorship and the election process are set out in the Company’s constitution. The directors periodically review the composition of the board to ensure that members have the desired breadth of experience and expertise to govern the Company effectively. The size of the board dictates that there is no efficiency obtained in establishing a formal nomination committee. Directors are entitled to seek independent professional advice at the Company’s expense to assist them in fulfilling their duties in order to comply with all applicable laws and regulations. There is no formal procedure for the board to agree when to take independent advice at the expense of the Company, but given the size of the board there is no efficiency to be obtained 15 Corporate Governance Report (continued) in formalising this process. The independent non-executive directors exercise their judgment to call for such advice when they deem appropriate. The Chairman also has frequent contact with internal legal counsel to assess the need for external advice. The board met ten times during 2008. The details of attendance at these meetings are set out in the Directors’ Report. The independent non-executive directors monitor and review the ongoing performance of the executive directors and key executives. The independent non-executive directors occasionally meet informally without management being present to generally discuss the affairs of the Company and the overall performance of key executives. The independent non-executive directors are subject to the Company’s constitution and their continuity of tenure is dependent on re-election by shareholders in accordance with the constitution. Any decision regarding the appointment of new directors is taken cognizant of the need to appoint someone who is technically qualified and as far as possible familiar with the Company’s market sector. While there is no formal induction process in place, the Chairman, Deputy Chairman and Group CEO undertake a rigorous process of briefing new board members. Given the size of the Company there is also direct informal communication on a regular basis between the Chairman and the Company Secretary on governance matters. 3. Ethical and Responsible Decision Making The Company operates in accordance with appropriate laws, regulations, principles and ethics to fulfill its responsibilities. The board’s policy is that the Company, the directors and employees in addition to their legal obligations must maintain high ethical standards in their dealings with the public and other members of the industry. A pro forma Directors’ Code of Conduct was formally adopted in 2003 in order to meet the requirements of the ASX Governance Principles. In 2007 the Directors’ Code of Conduct was expanded to apply to all employees, with the relevant changes. The Company’s Human Resources Policy and Procedures, binding on all employees, also collectively embraces the substance of the ASX Governance Principles in a Code of Conduct, including expectations regarding behaviour in the workplace, disciplinary processes, grievance processes, discrimination and harassment, occupational health and safety, ethical business practices, conflict of interest, corporate opportunity and the like A Trading Policy is accessible to the public at the Company website. The Company is committed to training employees and maintaining employees’ relevant product expertise and undertakes trade practices training from time to time for relevant staff. 4. Integrity in Financial Reporting The board assumes the responsibility to ensure the integrity of the Company’s financial reporting. Consistent with the requirements of the Corporations Act and Principle 4 of the ASX Governance Principles, the Group CEO and the Group CFO state in writing to the board that the Company’s financial reports present a true and fair view, in all material respects, of the Company’s operational results and are in accordance with relevant accounting standards. The Audit Committee consists of John Thame and Ian Ferrier, independent, non-executive directors, to ensure independent review of financial reporting over and above formal audit processes. The Audit Committee also meets informally to discuss matters including risk management and reporting. The terms of reference of the committee are to review and monitor all financial, risk management and compliance policies. The terms of reference for the Audit Committee were formalised in a Charter in 2003 to meet the requirements of the ASX Governance Principles. Because there are only four directors, the Audit Committee cannot comprise of three members as required by Principle 4 of the ASX Governance Principles. Again the size of the board dictates that the role of the Audit Committee can operate efficiently and in accordance with the requirements of the ASX Governance Principles with only two members. The independent non-executive directors comprising the Audit Committee collectively have considerable technical expertise in the market sector of the Company and in the area of so-called “financial literacy” as set out in the ASX Governance Principles. Deloitte Touche Tohmatsu, the Company’s auditors, report directly to the Audit Committee on the appropriateness of the Company’s internal accounting policies and practices. The board reviews the adequacy of existing external audit arrangements each year, with particular emphasis on the scope and quality of the audit. Although not formally chartered, at each Audit Committee meeting, the independent non-executive directors meet separately with the auditors without management being 16 Corporate Governance Report (continued) present to review any concerns that the auditors may have regarding the financial management of the Company. The Audit Committee met twice during 2008. The Audit Committee reports back to the board after each Audit Committee meeting. The details of attendance at these meetings are set out in the Directors’ Report. 5. Timely and Balanced Disclosure The board remains conscious of the Company’s disclosure obligations under the Corporations Act, the ASX listing rules and the ASIC guidance principles. All required disclosures are also made in accordance with the Continuous Disclosure Policy which is accessible to the public at the Company website. 6. Rights of Shareholders Given the size of the Company, there is no formally documented communications strategy but the board is conscious of the requirements of Principle 6 of the ASX Governance Principles and acts in accordance with them. The Company communicates with shareholders through its ASX disclosures to the market. The Company also communicates with shareholders through the posting of statutory notices to shareholders and at the general and special meetings of the Company. The Company keeps recent announcements and general Company information on its website with a dedicated investor relations section which is accessible to the public. The website contains a link to the ASX website for older announcements. The Company’s auditor attends the Annual General Meeting and is available to answer shareholder questions about the conduct of the audit and the preparation and content of the Auditor’s Report at the meeting. 7. Recognise and Manage Risk As stated above in paragraph 1, the board is responsible for ensuring appropriate risk management, accountability, and control mechanisms. As stated above also in paragraph 4 the Audit Committee meets to discuss matters regarding risk management and reporting. The efficiency that might be enjoyed by larger companies does not apply to the Company and hence there are no additional committees formally established and policies chartered for risk management. The Group CEO and Group CFO monitor and review the financial performance of the Company and monitor any potential risk virtually on a daily basis. While there is no formal risk management system documented there is substantial compliance with the requirements of ASX Governance Principle 7. The board is responsible for the Company’s system of internal controls. It constantly monitors the operational and financial aspects of the Company’s activities and, through the Audit Committee, considers the recommendations and advice of auditors and other external advisers on the operational and financial risks that face the Company. The Group CEO and Group CFO state in writing to the board which is included in the declaration referred to under paragraph 4, that due consideration is given to budgets, cash flows, realisation of current assets, continuity of terms of trade, and consideration of contingencies in the day to day operations of the Company and in the monthly management financial reporting and statutory reporting of the Company. Through the Audit Committee and meetings with the auditors, the board is also positioned to be informed of any changes to the general regulatory environment. At present the nature of operations and scope of business is reasonably well established and understood by management and the board. Hence the need for formalising business risk management policies has not arisen. However, as the Company grows, consideration will be given to expanding the formal structures in place for risk management. As set out above in paragraph 3, the Company and the board and management and employees are bound to observe all legal and ethical principles in the conduct of their activities in the Company. 8. Remunerate Fairly and Responsibly The Company remunerates directors and key executives in accordance with the aspirations set out in ASX Governing Principle 8. Accordingly the board has adopted a remuneration policy designed to attract and maintain talented and motivated directors and senior employees so as to encourage enhanced performance of the Company. There is a clear relationship between performance and remuneration and a desire to strike the correct balance between the various components making up remuneration. The remuneration committee supervises the development and implementation of the Company’s remuneration policy including the operation of option plans, and reviews the performance of the executive directors and senior executives. There is no formal charter for the remuneration committee, but it does fix policy and reward in accordance with ASX Governance Principle 8. The full detail of the policy and remuneration is contained in the Remuneration Report. The Remuneration Committee met twice during 2008. The details of attendance at these meetings are set out in the Directors’ Report. 17 Deloitte Touche Tohmatsu ABN 74 490 121 060 Grosvenor Place 225 George Street Sydney NSW 2000 PO Box N250 Grosvenor Place Sydney NSW 1220 Australia DX 10307SSE Tel: +61 (0) 2 9322 7000 Fax: +61 (0) 2 9322 7001 www.deloitte.com.au Independent Auditor’s Report to the Members of Reckon Limited Report on the Financial Report We have audited the accompanying financial report of Reckon Limited, which comprises the balance sheet as at 31 December 2008, and the income statement, cash flow statement and statement of recognised income and expense for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year as set out on pages 21 to 53. Directors’ Responsibility for the Financial Report The directors of the company are responsible for the preparation and fair presentation of the 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 control relevant to the preparation and fair presentation of the 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. In Note 1,the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that compliance with the Australian equivalents to International Financial Reporting Standards ensures that the financial report, comprising the financial statements and notes, complies with International Financial Reporting Standards. Auditor’s Responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. t r o p e R s ’ r o t i d u A 18 Auditor’s Independence Declaration In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. Auditor’s Opinion In our opinion: (a) the financial report of Reckon Limited is in accordance with the 2001, including: Corporations Act (i) giving a true and fair view of the company’s and consolidated entity’s financial position as at 31 December 2008 and of their performance for the year ended on that date; and (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and (b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1. Report on the Remuneration Report We have audited the Remuneration Report included on pages 9 to 14 of the directors’ report for the year ended 31 December 2008. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Auditor’s Opinion In our opinion the Remuneration Report of Reckon Limited for the year ended 31 December 2008, complies with section 300A of the Corporations Act 2001. DELOITTE TOUCHE TOHMATSU Michael Kaplan Partner Chartered Accountants Sydney, 27 March 2009 Liability limited by a scheme approved under Professional Standards Legislation. 19 Deloitte Touche Tohmatsu ABN 74 490 121 060 Grosvenor Place 225 George Street Sydney NSW 2000 PO Box N250 Grosvenor Place Sydney NSW 1220 Australia DX 10307SSE Tel: +61 (0) 2 9322 7000 Fax: +61 (0) 2 9322 7001 www.deloitte.com.au 27 March 2009 The Board of Directors Reckon Limited 35 Saunders Street Pyrmont NSW 2009 Dear Board Members RECKON LIMITED In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Reckon Limited. As lead audit partner for the audit of the financial statements of Reckon Limited for the financial year ended 31 December 2008, 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 audit; and (ii) any applicable code of professional conduct in relation to the audit. Yours sincerely DELOITTE TOUCHE TOHMATSU Michael Kaplan Partner Deloitte Growth Solutions Pty Limited Liability limited by a scheme approved under Professional Standards Legislation 20 Financial Report Directors’ Declaration The Directors declare that the financial statements and notes set out on pages 22 to 53: • • comply with Accounting Standards, the mandatory professional reporting requirements; and Corporations Regulations 2001 and other give a true and fair view of the Company’s and consolidated entity’s financial position as at 31 December 2008 and of their performance, as represented by the results of their operations and their cash flows, for the financial year ended on that date. In the Directors’ opinion: • • the financial statements and notes are in accordance with the and Corporations Act 2001; there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable; and This declaration is made in accordance with a resolution of the Directors and after receiving a declaration from the Chief Executive Officer and Chief Financial Officer as contemplated in section 295A of the Corporations Act 2001. On behalf of the Directors Mr J Thame Chairman Sydney, 27 March 2009 21 Income Statements for the year ended 31 December 2008 Note Consolidated 2008 $’000 2007 $’000 Parent 2008 $’000 2007 $’000 Revenue 2 60,775 56,153 44,788 42,135 Product and selling costs Royalties Employee benefits expenses Employee related expenses Expense of share-based payments Marketing expenses Premises and establishment expenses Depreciation and amortisation Telecommunications Legal and professional expenses Finance costs Other expenses Profit before income tax Income tax expense Profit for the year Loss attributable to minority interest Profit attributable to members of Reckon Limited Basic Earnings per Share Diluted Earnings per Share The above income statements should be read in conjunction with the accompanying notes. (5,358) (4,211) (19,145) (906) (301) (4,467) (1,771) (4,663) (809) (441) - (3,580) 15,123 (3,811) 11,312 – 11,312 (5,010) (4,081) (17,432) (835) (571) (4,275) (1,593) (3,839) (748) (672) - (3,763) 13,334 (3,441) 9,893 – 9,893 Cents 8.5 Cents 7.5 8.5 7.4 3 22 23 23 (3,728) (4,200) (10,430) (597) (301) (3,736) (1,144) (4,511) (530) (350) (93) (1,991) 13,177 (2,214) 10,963 – 10,963 (3,548) (4,062) (9,674) (596) (571) (3,571) (1,022) (3,636) (500) (554) (21) (1,865) 12,515 (2,358) 10,157 – 10,157 22 Balance Sheets as at 31 December 2008 ASSETS Current Assets Cash and cash equivalents Trade and other receivables Inventories Other assets Total Current Assets Non-Current Assets Receivables Other financial assets Property, plant and equipment Deferred tax assets Intangible assets Other assets Total Non-Current Assets Total Assets LIABILITIES Current Liabilities Trade and other payables Current tax liabilities Provisions Other liabilities Total Current Liabilities Non-Current Liabilities Borrowings Deferred tax liabilities Provisions Other liabilities Total Non-Current Liabilities Total Liabilities Net Assets Equity Issued capital Reserves Retained earnings Parent entity interest Minority interest Total Equity The above balance sheets should be read in conjunction with the accompanying notes. Note Consolidated 2008 $’000 16,134 4,993 440 855 22,422 - 629 2,543 426 24,088 905 28,591 51,013 4,918 1,742 808 3,076 10,544 - 640 605 841 2,086 12,630 38,383 17,566 816 20,003 38,385 (2) 38,383 2007 $’000 14,141 4,205 349 846 19,541 - 380 1,714 387 23,326 324 26,131 45,672 5,038 937 727 2,688 9,390 - 732 720 178 1,630 11,020 34,652 18,203 513 15,938 34,654 (2) 34,652 28 6 5 7 6 8 9 10 11 12 13 14 15 16 17 14 18 20 21 22 29 Parent 2008 $’000 14,889 1,161 280 401 16,731 1,029 15,069 1,613 - 13,062 905 31,678 48,409 3,036 1,569 351 2,010 6,966 3,052 210 432 733 4,427 11,393 37,016 17,566 958 18,492 37,016 – 37,016 2007 $’000 11,037 1,489 196 461 13,183 527 14,820 811 - 12,269 324 28,751 41,934 3,098 1,205 367 1,690 6,360 1,395 302 437 - 2,134 8,494 33,440 18,203 461 14,776 33,440 – 33,440 23 Statements of Recognised Income and Expense for the year ended 31 December 2008 Note Consolidated Parent Exchange differences on translation of foreign subsidiaries 21 Net income/(loss) recognised directly into equity Profit for the year Total recognised income and expense for the year Attributable to: Members of Reckon Limited Minority interest The above statements of changes in equity should be read in conjunction with the accompanying notes. 2008 $’000 (194) (69) 11,312 11,118 11,118 – 11,118 2007 $’000 (69) (130) 9,893 9,824 9,824 – 9,824 2008 $’000 – – 10,963 10,963 10,963 – 10,963 2007 $’000 – – 10,157 10,157 10,157 – 10,157 24 Cash Flow Statements for the year ended 31 December 2008 Note Consolidated Inflows/(Outflows) Parent Inflows/(Outflows) 2008 $’000 2007 $’000 2008 $’000 2007 $’000 Cash Flows From Operating Activities Receipts from customers Payments to suppliers and employees Interest received Dividends received Income taxes paid Net cash inflow from operating activities 28(c) Cash Flows From Investing Activities Payment for purchase of business, net of cash acquired Payments for purchase of intellectual property Payment for deferred acquisition costs Expenditure on capitalised development costs Payment for property, plant and equipment Increase in loans from subsidiaries Payments for security deposits Net cash outflow from investing activities Cash Flows From Financing Activities Proceeds from issues of equity securities Payments for treasury shares Dividends paid to Company’s shareholders Net cash outflow from financing activities Net Increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Cash and cash equivalents at the end of the financial year 28(a) The above cash flow statements should be read in conjunction with the accompanying notes. 65,180 (46,548) 804 - (3,137) 16,299 (366) (40) (905) (4,634) (664) - (249) (6,858) 113 (314) (7,247) (7,448) 1,993 14,141 16,134 60,496 (43,889) 721 - (2,711) 14,617 (2,315) (100) - (3,745) (537) - (79) (6,776) 203 - (6,629) (6,426) 1,415 12,726 14,141 41,236 (27,405) 626 3,312 (1,942) 15,827 (366) (40) (905) (4,841) (309) 2,183 (249) (4,527) 113 (314) (7,247) (7,448) 3,852 11,037 14,889 39,094 (26,137) 401 3,150 (2,005) 14,503 (2,315) (100) - (3,900) (235) 1,632 (94) (5,012) 203 - (6,629) (6,426) 3,065 7,972 11,037 25 Notes to the Financial Statements for the year ended 31 December 2008 1. Summary of Significant Accounting Policies (c) Depreciation and Amortisation The principal accounting policies adopted in the preparation of the financial report are set out below. Unless otherwise stated, the accounting policies adopted are consistent with those of the previous year. The financial report includes separate financial statements for Reckon Limited as an individual entity and the consolidated entity consisting of Reckon Limited and its subsidiaries. Basis of preparation This general purpose financial report has been prepared in accordance with Australian Accounting Standards and Interpretations and the Corporations Act 2001, and complies with the other requirements of the law. Australian Accounting Standards include Australian equivalents to International Financial Reporting Standards. Compliance with AIFRS ensures that the consolidated financial statements and notes of Reckon Limited, complies with International Financial Reporting Standards (IFRSs). The financial report has been prepared in accordance with the historical cost convention, except for the revaluation of certain non-current assets and financial instruments. Significant Accounting Policies (a) Trade Payables These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year and which are unpaid. These amounts are unsecured and are usually paid within 30 days of the month of recognition. Trade payables are recognised initially at fair value, and subsequently at amortised cost. (b) Acquisition of Assets Assets acquired are recorded at the cost of acquisition, being the fair value of the purchase consideration determined as at the date of acquisition plus costs incidental to the acquisition. Where equity instruments are issued in an acquisition, the value of the instruments is the weighted average of their closing market price for the total of the five business days either side of the acquisition date. In the event that settlement of all or part of the consideration given in the acquisition of an asset is deferred, the fair value of the purchase consideration is determined by discounting the amounts payable in the future to their present value as at the date of acquisition. However, where the deferred component is subject to certain criteria being met, the amount deferred is recognised based on an estimate where it is probable that the relevant criteria will be met. If the amount is not probable or cannot be reliably measured, no amount is recognised. Depreciation is provided on plant and equipment. Depreciation is calculated on a straight-line basis. Leasehold improvements are amortised over the period of the lease or the estimated useful life, whichever is the shorter, using the straight-line method. The following estimated useful lives are used in the calculation of depreciation and amortisation: Plant and equipment Leasehold improvements (d) Employee Benefits 3 – 5 years 3 – 6 years Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave and long service leave, when it is probable that settlement will be required and they are capable of being measured reliably. Provisions made in respect of wages and salaries, annual leave, and other employee entitlements expected to be settled within 12 months are measured at the amounts expected to be paid when the liabilities are settled. Provisions made in respect of long service leave 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, using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. The Group recognises a liability and an expense for the long term incentive plan for selected executives based on a formula that takes into consideration the ranking of total shareholder return measured against a comparator group of companies. Contributions are made by the Group to defined contribution employee superannuation funds and are charged as expenses when incurred. (e) Contributed Equity Transaction Costs on the Issue of Equity Instruments Transaction costs arising on the issue of equity instruments are recognised directly in equity as a reduction of the proceeds of the equity instruments to which the costs relate. Transaction costs are the costs that are incurred directly in connection with the issue of those equity instruments and which would not have been incurred had those instruments not been issued. (f) Foreign Currency Translation Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary 26 Notes to the Financial Statements Notes to the Financial Statements for the year ended 31 December 2008 for the year ended 31 December 2008 economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in Australian dollars, which is Reckon Limited’s functional and presentation currency. Transactions and balances All foreign currency transactions during the financial year have been brought to account in the functional currency 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 income statement in the period in which they arise. Group companies The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency of the consolidated entity as follows: • • Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of the balance sheet; Income and expenses for each income statement are translated at average rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and • All resulting exchange differences are recognised as a separate component of equity. On consolidation, exchange differences arising from the translation of monetary items forming part of the net investment in foreign entities, and of borrowings and other currency instruments designated as hedges of such investments, are taken directly to reserves. When a foreign operation is sold or borrowings repaid, a proportionate share of such exchange differences are recognised in the income statement as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity at the closing rate. (g) 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. (h) Intangible assets Goodwill Where an entity or operation is acquired, the identifiable net assets acquired are measured at fair value. Goodwill represents the excess of the fair value of the cost of acquisition over the fair value of the identifiable net assets acquired. Goodwill is not amortised, and is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired. Following initial recognition goodwill is measured at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units for the purpose of impairment testing. Each of those cash-generating units represents the Group’s investment in each country of operation by each primary reporting segment which represents the lowest level within the Group at which the goodwill is monitored for internal management purposes. If an impairment has been identified, the goodwill is written down and an expense recognised in the income statement. Impairment losses recognised for goodwill are not subsequently reversed. Intellectual Property Acquired Intellectual Property is recognised at cost, less accumulated amortisation and any impairment losses, and is amortised on a straight-line basis between 3-5 years. Research and development costs Research and development expenditure is recognised as an expense when incurred, except in the undernoted instances. Development costs in respect of enhancements on existing APS and Elite suites of software applications are capitalised and written off over a 3-year period. Development costs on technically and commercially feasible new APS and Elite products are capitalised and written off on a straight-line basis over a period of 3 years commencing at the time of commercial release of the new product. Development costs include cost of materials, direct labour and appropriate overheads. At each balance sheet date, a review of the carrying value of the capitalised development costs being carried forward is undertaken to ensure the carrying value is recoverable from future revenue generated by the sale of that software. 27 Notes to the Financial Statements Notes to the Financial Statements for the year ended 31 December 2008 for the year ended 31 December 2008 (i) Income Tax The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities, and their carrying amounts in the financial statements, and to unused tax losses. Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or liability. No deferred tax asset or liability is recognised in relation to those temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. All deferred tax liabilities are recognised. Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity. Reckon Limited, and its wholly-owned Australian controlled entities have formed a tax consolidated group. Under the tax consolidation regime, the parent Company is responsible for recognising the current tax assets and liabilities both for itself and its underlying subsidiaries. Therefore any current tax assets or liabilities attributable to the underlying subsidiaries are assumed by the parent Company. Deferred tax is recognised by each entity within the Group, with the exception of deferred tax assets arising from available tax losses and tax credits, which are assumed by the parent Company. Both current and deferred tax assets and liabilities are calculated as if each entity were a standalone taxpayer. All the wholly-owned Australian subsidiaries in the Group have entered into a tax funding agreement, which requires that all balances assumed by the head entity are settled in full. Furthermore, in the event that the head entity defaults in its obligations under the tax consolidation system, each entity in the Group is limited in its obligation to fund the income tax 28 obligation of the head entity to the proportion that the tax liability to which the entity would have been liable had the Group not elected to become a tax consolidated entity bears to the total taxation liability of the head entity. (j) Inventories Inventories are stated at the lower of cost and net realisable value. Costs are assigned to inventory on hand on a weighted average cost basis. (k) Investments in subsidiaries Investments in subsidiaries are recorded at cost. Dividend revenue is taken to income on a receivable basis. (l) Leased Assets A distinction is made between finance leases which effectively transfer from the lessor to the lessee substantially all the risks and benefits incident to ownership of leased assets, and operating leases under which the lessor effectively retains substantially all the risks and benefits. The consolidated entity does not have any finance leases in force. Operating lease payments are recognised on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred. Lease incentives are initially recognised as a liability and are amortised over the term of the lease on a straight-line basis. (m) 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 subsidiaries. Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies. 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 the entity. In preparing the consolidated financial statements, all inter- company balances and transactions, and unrealised profits arising from transactions within the consolidated entity are eliminated in full. Notes to the Financial Statements for the year ended 31 December 2008 (n) Receivables Interest and Other Revenue Trade receivables and other receivables are recorded at amortised cost, less impairment. (o) Impairment of assets Interest revenue is recognised on a time proportional basis taking into account the effective interest rates applicable to the financial assets. Other revenue is recognised when the right to receive the revenue has been established. Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). (p) Revenue Recognition Sale of Goods and Disposal of Assets Revenue from the sale of goods and disposal of other assets is recognised when the consolidated entity has passed control of the goods or other assets to the buyer, the fee is fixed or determinable and collectability is probable. APS software licence fee revenue is recognised at the point when the customer is in agreement for a “live operation” (i.e. when the customer accepts that all users can use the system on a fully functional basis). Rendering of Services Revenue from a contract to provide services is recognised by reference to the stage of completion of the contract or on a time and materials basis depending upon the nature of the contract. Support and maintenance revenue is recognised on a straight-line basis over the period of the contract, unless the cost of providing the technical support is insignificant. Under those circumstances the revenue and the associated cost of providing the technical support is accrued upon shipment of the goods. In multiple element arrangements where goods and services are sold as a bundled product, the fair value of the services is recognised as revenue over the period during which the service is performed, unless cost of providing those services is insignificant. Under those circumstances the revenue and the associated cost of providing the services is accrued upon shipment of the goods. Royalty Income Royalty income is recognised on an accruals basis in accordance with the substance of the relevant agreement. (q) Deferred Revenue Revenue earned from maintenance and support services provided on sales of certain products by the consolidated entity are deferred and then recognised in the income statement over the contract period as the services are performed, normally 12 months. Refer note 1(p) for further detail. (r) Earnings per share Basic earnings per share is determined by dividing net profit after income tax attributable to members of the Company by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year. Diluted earnings per share adjusts the figures in the determination of basic earnings per share by taking into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of dilutive potential ordinary shares. (s) Share–based compensation benefits Equity-based compensation benefits are provided to employees via the Employee Option Plan. The fair value of options granted is recognised as an employee benefit expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the employees become unconditionally entitled to the options. The fair value at grant date is independently determined using a binomial option pricing model that takes into account the exercise price, the term of the option, the share price at grant date, the expected volatility of the underlying share, the expected dividend yield and the risk free rate for the term of the option. The fair value of the options granted excludes the impact of any non-market vesting conditions. Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. At each balance date, the entity revises its estimate of the number of options that are expected to become exercisable. The employee benefit expense recognised each period takes into account the most recent estimate. 29 Notes to the Financial Statements for the year ended 31 December 2008 Upon the exercise of options, the balance of the share-based payments reserve relating to those options is transferred to share capital. (t) Cash and cash equivalents Cash and cash equivalents include cash on hand, deposits held at call with financial institutions and bank overdrafts. (u) Other financial assets Other financial assets represent security deposits held as rental guarantees. They are valued at amortised cost. (v) Provisions Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that the outflow can be reliably measured. (w) Fair Value estimation The fair value of financial instruments and share based payments that are not traded in an active market is determined using valuation techniques. The Group uses a variety of methods and assumptions that are based on existing market conditions. Other techniques, such as estimated discounted cash flows, are used to determine fair value for the remaining instruments. The Directors consider that the nominal value less estimated credit adjustments of trade receivables and payables approximate their fair values. (x) Rounding of amounts value of the services is recognised as revenue over the period during which the service is performed Significant accounting estimates and assumptions The carrying amount of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing material adjustment to the carrying amounts of certain assets and liabilities are: Impairment of goodwill – the Group determines whether goodwill is impaired on an annual basis. This requires an estimation of the recoverable amount of the cash-generating unit to which the goodwill is allocated. The assumptions used in this estimation, and the effect if these assumptions change, are disclosed in Note 11. Share-based payments – the Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date on which they are granted. The fair value has been determined using the Binomial Option Pricing Model, and the assumptions related to this can be found in Note 19. (z) New accounting standards not yet effective At the date of authorisation of the financial report, a number of Standards and Interpretations were in issue but not yet effective. Initial application of the following Standards will not affect any of the amounts recognised in the financial report, but will change the disclosures presently made in relation to the Group and the company’s financial report. The parent entity has applied the relief available to it under ASIC Class Order 98/100, and accordingly, amounts in the financial report have been rounded off to the nearest thousand dollars. Standard (y) Significant accounting judgments, estimates and assumptions Significant accounting judgments In applying the Group’s accounting policies, management has made the following judgments which have the most significant effect on the financial statements: Capitalisation of development costs – the Group has adopted a policy of capitalising development costs only for products for which an assessment is made that the product is technically feasible and will generate definite economic benefits for the Group going forward. The capitalised costs are subsequently amortised over the expected useful life of the product. Revenue recognition - in multiple element arrangements where goods and services are sold as a bundled product, the fair AASB 101 ‘Presentation of Financial Statements’ (revised September 2007), AASB 2007-8 ‘Amendments to Australian accounting Standards arising from AASB 101’ AASB 8 ‘Operating Segments’, AASB 2007-3 ‘Amendments to Australian Accounting Standards arising from AASB 8’ Effective for annual reporting periods beginning on or after Expected to be initially applied in the financial year ending 1 January 2009 31 December 2009 1 January 2009 31 December 2009 30 Notes to the Financial Statements for the year ended 31 December 2008 Initial application of the following Standards is not expected to have any material impact on the financial report of the Group and the company: Standard/Interpretation AASB 123 ‘ Borrowing Costs’ (revised), AASB 2007-6 ‘Amendments to Australian Accounting Standards arising from AASB 123’ AASB 3 ‘Business Combinations’ (2008), AASB 127 ‘Consolidated and Separate Financial Statements’ and AASB 2008-3 ‘Amendments to Australian Accounting Standards arising from AASB 3 and AASB 127’ AASB 2008-1 ‘Amendments to Australian Accounting Standard – Share-based Payments: Vesting Conditions and Cancellations’ AASB 2008-2 ‘Amendments to Australian Accounting Standards – Puttable Financial Instruments and Obligations arising on Liquidation’ AASB 2008-5 ‘Amendments to Australian Accounting Standards arising from the Annual Improvements Project’ AASB 2008-6 ‘Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project’ AASB 2008-7 ‘Amendments to Australian Accounting Standards – Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate’ AASB 2008-8 ‘Amendment to Australian Accounting Standards – Eligible Hedged Items’ AASB 2008-10 ‘Amendments to Australian Accounting Standards – Reclassification of Financial Assets’ AASB 2008-13 ‘Amendments to Australian Accounting Standards arising from AASB Interpretation 17 – Distributions of non-cash assets to owners’ Effective for annual reporting periods beginning on or after Expected to be initially applied in the financial year ending 1 January 2009 31 December 2009 AASB 3 (business combinations occurring after the beginning of annual reporting periods beginning 1 July 2009), AASB 127 and AASB 2008-3 (1 July 2009) 31 December 2010 1 January 2009 31 December 2009 1 January 2009 31 December 2009 1 January 2009 31 December 2009 1 July 2009 31 December 2010 1 January 2009 31 December 2009 1 July 2009 31 December 2010 1 July 2008 31 December 2009 1 July 2009 31 December 2010 AASB Interpretation 13 ‘Customer Loyalty Programmes’ 1 July 2008 AASB Interpretation 16 ‘Hedges of a Net Investment in a Foreign Operation’ 1 October 2008 AASB Interpretation 17 ‘Distributions of Non-Cash Assets to Owners’ 1 July 2009 31 December 2009 31 December 2009 31 December 2010 31 Notes to the Financial Statements for the year ended 31 December 2008 Consolidated 2008 $’000 2007 $’000 Parent 2008 $’000 2007 $’000 2. Profit for the year Profit before income tax includes the following items of revenue and expense: Revenue Sales revenue Sale of goods and rendering of services 59,871 55,274 37,026 35,372 Other revenue Other income Interest revenue – Bank deposits Royalty revenue Dividend income Expenses Cost of Sales Bad debt expense: Other Entities Finance costs expensed: Wholly-owned controlled entities Net transfers to/(from) provisions: Sales returns and rebates Employee benefits Allowance for doubtful debts Depreciation of non-current assets: Property, plant and equipment Amortisation of non-current assets: Leasehold improvements Intellectual property Development costs Foreign exchange losses/(gains) Research and development costs Operating lease rental expenses: Minimum lease payments 100 804 - - 158 721 - - 904 60,775 879 56,153 163 626 3,661 3,312 7,762 44,788 192 401 3,020 3,150 6,763 42,135 9,569 9,091 7,928 7,610 - - 55 32 23 552 196 602 3,313 (155) 2,342 20 - (139) 530 (50) 473 174 748 2,444 39 2,438 1,718 1,480 - 93 55 (19) 43 346 119 602 3,444 4 2,260 1,015 12 21 (139) 450 (84) 308 24 748 2,556 8 2,438 902 32 Notes to the Financial Statements for the year ended 31 December 2008 3. Income Tax (a) Income tax expense Current tax Deferred tax Under /(over) provided in prior years (b) The prima facie income tax expense on pre-tax accounting profit reconciles to the income tax expense/(income tax revenue) in the financial statements as follows: Profit before income tax Income tax expense calculated at 30% of profit Tax effect of: Effect of higher tax rates on overseas income Tax effect of non-deductible/non-taxable items: Dividends Research and development claims Share-based payments Sundry items Under/(over) provision in prior years Benefit of tax losses of prior years recouped Income tax expense attributable to profit (c) Future income tax benefits not brought to account as an asset: not probable of recovery Tax losses: Revenue Capital Consolidated 2008 $’000 2007 $’000 Parent 2008 $’000 4,169 (133) (225) 3,811 3,549 84 (192) 3,441 2,540 (92) (234) 2,214 2007 $’000 2,337 129 (108) 2,358 15,123 4,537 13,334 4,000 13,177 3,953 12,515 3,755 - - (530) - 29 4,036 (225) - 3,811 - 2,261 2,261 42 - (364) 3 27 3,708 (192) (75) 3,441 - 2,261 2,261 - - (994) (530) - 19 2,448 (234) - 2,214 - 2,261 2,261 (945) (364) 3 17 2,466 (108) - 2,358 - 2,261 2,261 33 Notes to the Financial Statements for the year ended 31 December 2008 4. Remuneration of Auditors During the year, the auditors of the parent entity and its related practices earned the following remuneration: (a) Deloitte Touche Tohmatsu Auditing and reviewing of financial reports Due diligence and other assurance services Tax compliance and consulting services (b) Other Auditors Auditing and reviewing of financial reports Other assurance services Tax compliance services 5. Inventories Finished goods: Consolidated 2008 $ 2007 $ Parent 2008 $ 2007 $ 164,777 42,750 80,914 288,441 32,181 - 25,139 57,320 345,761 130,158 - 70,296 200,454 45,444 18,520 24,223 88,187 288,641 Consolidated 2008 $’000 2007 $’000 135,915 42,750 80,914 259,579 109,482 - 70,296 179,778 – – – – – – – 259,579 – 179,778 Parent 2008 $’000 2007 $’000 At lower of cost and net realisable value 440 349 280 196 6. Trade and Other Receivables Current: Trade receivables1 Allowance for doubtful debts Other receivables Non current: Unsecured loans to subsidiaries2 i. The aging of past due trade receivables at year-end is detailed as: Past due 0-30 days Past due 31-60 days Past due 60+ days Total The movement in the allowance for doubtful accounts in respect of trade receivables is detailed below: Balance at beginning of the year Amounts written off during the year Increase in allowance recognised in the profit and loss Balance at end of year 4,670 (317) 4,353 640 4,993 4,019 (294) 3,725 480 4,205 912 (233) 679 482 1,161 1,292 (190) 1,102 387 1,489 – – 1,029 527 982 466 504 616 397 417 1,952 1,430 294 - 23 317 364 (20) (50) 294 168 107 - 275 190 - 43 233 118 158 - 276 286 (12) (84) 190 1 The average credit period on provision of services is 30 days. No interest is charged on trade receivable balances overdue. The Group has used the following basis to assess the allowance loss for trade receivables and as a result is unable to specifically allocate the allowance to the ageing categories shown above: - a general provision based on historical bad debt experience; - the general economic conditions; - an individual account by account specific risk assessment based on past credit history; and - any prior knowledge of debtor insolvency or other credit risk. Included in the Group’s trade receivable balance are debtors with a carrying amount of $1,635,000 (2007: $1,136,000) which are past due at the reporting date which the Group has not provided for as there has been no significant change in credit quality and the Group believes that the amounts are still considered recoverable. The Group does not hold any collateral over these balances. 2 The loans to wholly owned subsidiaries have no fixed repayment terms. The loans are interest free. 34 Notes to the Financial Statements for the year ended 31 December 2008 7. Other Assets Prepayments Other 8. Other Financial Assets Security deposits Shares in controlled entities - at cost (note 26) 9. Property, Plant And Equipment Leasehold Improvements At cost Less: Accumulated amortisation Total leasehold improvements Plant and equipment At cost Less: Accumulated depreciation Total plant & equipment Reconciliations Consolidated 2008 $’000 2007 $’000 740 115 855 629 - 629 2,329 1,119 1,210 (225) 5,417 4,084 1,333 2,543 714 132 846 380 - 380 1,368 937 431 (192) 5,046 3,763 1,283 1,714 Parent 2008 $’000 401 - 401 2007 $’000 461 - 461 629 14,440 15,069 380 14,440 14,820 1,732 835 897 (234) 4,234 3,518 716 1,613 763 716 47 (108) 3,937 3,173 764 811 Reconciliations of the carrying amounts of each class of property, plant and equipment at the beginning and end of the financial year are set out below. Consolidated Carrying amount at 1 January 2008 Additions Depreciation/amortisation expense Balance at 31 December 2008 Parent Entity Carrying amount at 1 January 2008 Additions Depreciation/amortisation expense Balance at 31 December 2008 Leasehold Improvements $’000 Plant and Equipment $’000 431 975 (196) 1,210 47 969 (119) 897 1,283 647 (597) 1,333 764 298 (346) 716 Total $’000 1,714 1,622 (793) 2,543 811 1,267 (465) 1,613 35 Notes to the Financial Statements for the year ended 31 December 2008 Leasehold Improvements $’000 Plant and Equipment $’000 556 50 (175) 431 64 7 (24) 47 1,177 606 (500) 1,283 815 257 (308) 764 Consolidated 2008 $’000 2007 $’000 Parent 2008 $’000 22 314 - 90 426 387 41 – 426 6,270 (5,138) 1,132 16,573 (8,325) 8,248 14,708 24,088 32 205 75 75 387 158 229 – 387 6,230 (4,536) 1,694 11,894 (5,012) 6,882 14,750 23,326 – – – – – – – – – 6,270 (5,138) 1,132 17,255 (8,727) 8,528 3,402 13,062 Total $’000 1,733 656 (675) 1,714 879 264 (332) 811 2007 $’000 – – – – – – – – – 6,230 (4,536) 1,694 12,414 (5,283) 7,131 3,444 12,269 9. Property, Plant and Equipment (cont.) Consolidated Carrying amount at 1 January 2007 Additions Depreciation/amortisation expense Balance at 31 December 2007 Parent Entity Carrying amount at 1 January 2007 Additions Depreciation/amortisation expense Balance at 31 December 2007 10. Deferred Tax Asset The balance comprises temporary differences attributable to: Doubtful debts Employee benefits Deferred revenue Other provisions Details of unrecognised deferred tax assets can be found in Note 3(c) Opening balance at 1 January Credited (charged) to the income statement Acquisition of businesses Balance at 31 December 11. Intangibles Intellectual property – at cost Accumulated amortisation Development costs – at cost Accumulated amortisation Goodwill – at cost 36 Notes to the Financial Statements for the year ended 31 December 2008 11. Intangibles (cont.) Aggregate amortisation allocated during the year is recognised as an expense and disclosed in note 2 to the financial statements. Impairment test for goodwill Goodwill is allocated to the Group’s cash-generating units (CGUs) identified according to the business entities acquired, as follows: APS Australia APS New Zealand Reckon Elite Reckon Shelco Consolidated 2008 $’000 9,564 1,742 2,536 866 2007 $’000 9,564 1,742 2,536 908 14,708 14,750 Consolidated movements in intangibles At 1 January 2008 Additions Adjustment to purchase price Amortisation charge At 31 December 2008 At 1 January 2007 Additions Amortisation charge At 31 December 2007 Parent movements in intangibles At 1 January 2008 Additions Adjustment to purchase price Amortisation charge At 31 December 2008 At 1 January 2007 Additions Amortisation charge At 31 December 2007 The recoverable amount of a CGU is determined based on value-in-use calculations. The calculations use cash flow projections based on annual financial budgets for 2009 approved by the Board. Cash flows beyond the annual budget are extrapolated for 5 years using estimated average growth rates of 10 percent per annum, which are based on past experience. Value in use is calculated based on the present value of cash flow projections. A pre-tax discount rate of 17.9 percent is applied to cash flow projections for all CGU’s reflecting similar risk profiles in each. No impairment write-offs arose from the recoverable value assessments conducted on each of the CGUs during the current year (2007: Nil) Goodwill $’000 14,750 – (42) – 14,708 13,842 908 – 14,750 3,444 – (42) – 3,402 2,536 908 – 3,444 Intellectual Property $’000 Development Costs $’000 1,694 40 – (602) 1,132 1,468 974 (748) 1,694 1,694 40 – (602) 1,132 1,468 974 (748) 1,694 6,882 4,679 – (3,313) 8,248 5,553 3,773 (2,444) 6,882 7,131 4,841 – (3,444) 8,528 5,787 3,900 (2,556) 7,131 Total $’000 23,326 4,719 (42) (3,915) 24,088 20,863 5,655 (3,192) 23,326 12,269 4,881 (42) (4,046) 13,062 9,791 5,782 (3,304) 12,269 37 Notes to the Financial Statements for the year ended 31 December 2008 12. Other assets Prepayments – deferred acquisition costs Prepayments - other 13. Trade and Other Payables Current: Trade payables and sundry accruals (i) Payables in relation to acquisitions Employee benefits (Note 19) (i) The credit period for the majority of goods purchased is 30 days. No interest is charged. The Group has policies in place to ensure payables are paid within the credit periods. 14. Provisions Current: Sales returns, volume rebates Employee benefits (Note 19) Commissions and sundry provisions Non-current: Employee benefits (Note 19) Consolidated 2008 $’000 905 – 905 3,885 – 1,033 4,918 190 343 275 808 605 2007 $’000 – 324 324 3,551 504 983 5,038 135 246 346 727 720 Parent 2008 $’000 905 – 905 2,466 – 570 3,036 190 161 – 351 432 Movement in provisions Movements in each class of provision during the financial year, excluding employee benefits, are set out below: Sales returns, volume rebates $’000 Commissions and sundry $’000 2008 Consolidated Carrying amount at the start of the year Additional provisions recognised Released to income statement Carrying amount at the end of the year 2008 Parent Carrying amount at the start of the year Additional provisions recognised Released to income statement Carrying amount at the end of the year 38 135 55 – 190 135 55 – 190 346 – (71) 275 – – – – 2007 $’000 – 324 324 2,081 504 513 3,098 135 232 – 367 437 Total $’000 481 55 (71) 465 135 55 – 190 Notes to the Financial Statements for the year ended 31 December 2008 15. Other Liabilities Current: Deferred revenue Deferred rent contribution 16. Borrowings Unsecured loans from subsidiaries Loans from related parties are interest bearing at 7% (2007: 8%) on normal commercial terms with no fixed terms of repayment. 17. Deferred tax liabilities The temporary differences are attributable to: Withholding tax payable in event of distribution of pre- acquisition dividend Doubtful debts Employee benefits Sales returns and volume rebates Deferred revenue Difference between book and tax value of non-current assets Other provisions Details of unrecognised deferred tax assets can be found in Note 3(c) Opening balance at 1 January Charged (credited) to the income statement Reclassification of recoverable withholding tax Acquisition of businesses Balance at 31 December 18. Other liabilities Deferred rent contribution Consolidated 2008 $’000 2,863 213 3,076 2007 $’000 2,617 71 2,688 Parent 2008 $’000 1,868 142 2,010 2007 $’000 1,690 – 1,690 – – 3,052 1,395 430 (70) (260) (57) (560) 1,634 (477) 640 732 (92) – – 640 430 (57) (226) (41) (452) 1,446 (368) 732 430 313 – (11) 732 – (70) (260) (57) (560) 1,634 (477) 210 302 (92) – – 210 – (57) (226) (41) (452) 1,446 (368) 302 184 129 – (11) 302 841 178 733 – 39 Notes to the Financial Statements for the year ended 31 December 2008 19. Employee Benefits The aggregate employee benefit liability recognised and included in the financial statements is as follows: Accrued annual leave: Current (Note 13) Long term incentive: Current (Note 14) Non-current (Note 14) Provision for long service leave: Current (Note 14) Non-current (Note 14) Long term incentive plan The long term incentive plan was approved at the Special General Meeting on 20 December 2005, and comprises three possible methods of participation: an option plan, a performance share plan and a share appreciation plan. The Board has a discretion to make offers to applicable employees to participate in any of these plans. Options granted and/or performance shares awarded (all in respect of the Company’s ordinary shares) and/or share appreciation rights do not vest before three years after their grant date. Vesting is also conditional upon the Company achieving defined performance criteria. The performance criteria are based upon a total shareholder return (TSR) target. A TSR is the return to shareholders over a prescribed period, being the growth in the Company’s share price plus dividends or returns of capital for that period. The Company’s initial TSR target will be the Company achieving a median or higher ranking against the TSR position of individual companies within a ‘comparator Group’ of companies (i.e. a group of comparable ASX listed companies pre-selected by the Board) over the same period. The initial comparator group was determined by independent advisers and was set out in the Chairman’s speech at the Special General Meeting on 20 December 2005. The Board will review the suitability of the comparator group on an on going basis. Only 50 percent of options or performance shares become exercisable or vest if the initial performance criterion is satisfied. The extent to which the balance of options or performance shares become exercisable or vest will depend on the extent to which the initial performance criterion is exceeded (i.e. the extent to which the Company exceeds a median ranking against the TSR position of the comparator group of 40 Consolidated 2008 $’000 2007 $’000 Parent 2008 $’000 2007 $’000 1,033 119 176 224 429 983 173 254 73 466 570 119 176 42 256 513 173 254 59 183 1,981 1,949 1,163 1,182 companies). The performance shares are held in trust after vesting. The share appreciation right plan represents an alternative remuneration element (to offering options or performance shares) under which the Board can invite relevant employees to apply for a right to receive a cash payment from the Company equal to the amount (if any) by which the market price of the Company’s shares at the date of exercise of the right exceeds the market price of the Company’s shares at the date of grant of the right. The right may only be exercised if performance criteria are met. The performance criteria are fixed by the Board in the exercise of its discretion. At present these are the same as the TSR target set for the right to exercise options or for performance shares to vest. No options were issued during the year (2007: Nil). 495,356 (2007; 561,798) appreciation rights and 252,477 (2007; 300,585) performance shares were issued during the year. The fair value of these rights was 32.3 cents (2007; 26.7 cents) and the shares were $1.36 (2007; $1.02), using market price for the shares, and a model that incorporates the Black Scholes model for the rights. The expense recognised in 2008 for appreciation rights/performance shares was $300,666 (2007; $559,615). Notes to the Financial Statements for the year ended 31 December 2008 19. Employee Benefits (cont.) Performance Shares Grant Date Expiry Date Jan’05 Jan’06 Jan’07 Jan’08 Dec’07 Dec’08 Dec’09 Dec’10 Appreciation Rights Grant Date Expiry Date Jan’05 Jan’06 Jan’07 Jan’08 Dec’07 Dec’08 Dec’09 Dec’10 Shares Granted 78,815 85,437 300,590 252,477 Rights Granted 302,014 401,785 561,798 495,356 Shares lapsed during the year Shares vested during the year Shares available at the end of the year 2008 – – – – 2007 – 85,437 – – 2008 78,815 – – – 2007 – – 300,590 252,477 2008 – – – – 2007 – – – – Rights lapsed during the year Rights vested during the year Rights available at the end of the year 2008 – – – – 2007 – 401,785 – – 2008 302,014 – – – 2007 – – 561,798 495,356 2008 – – – – 2007 – – – – Options are valued using the Binomial Option Pricing Model, taking into account the exercise price, the expected life of the options (estimated at 4.5 years), the price of the underlying shares (range is between $0.29 and $1.00), the expected volatility of those shares based on historical volatility, the expected dividends and the risk-free rate of interest. The weighted average share price during the year was $1.14. Reckon Limited Employee Option Plans The Company has previously had two ownership-based remuneration schemes: Executive share option plan The executive share option plan has been terminated. Executive share option plan No. 2 The Reckon Limited Executive Share Option Plan No. 2 was established on 19 July 2000. Under the provisions of the plan, the Directors may grant options over unissued shares in the Company to executives and Directors of the Company (or their associates) or subsidiaries of the Company selected by the Directors from time to time, subject to the ASX Listing Rules and the Corporations Act 2001. Options are granted for a five-year period and 50 percent of each new tranche becomes exercisable after each of the first two anniversaries of the grant date. The entitlements are vested as soon as they are exercisable (i.e. they are not conditional on future employment). Each option entitles the holder to one ordinary share. Amounts receivable on exercise of any options are recognised as share capital. Options exercised during the year were exercised with an average exercise price of $0.60. No further options will be issued under either of these plans. The plans have been replaced by the employee incentive plans approved by the Special General Meeting on 20 December 2005. 41 Notes to the Financial Statements for the year ended 31 December 2008 19. Employee Benefits (cont.) Set out below are summaries of options granted under the Executive Share Option Plan No. 2. Grant date Expiry date Exercise Price Options Initially Granted Options lapsed during the year Options exercised and shares issued during the year Options available at the end of the year Jan 02 Feb 02 Mar 02 Jul 02 Sep 02 Dec 02 Jun 03 Sep 03 Dec 03 Jan 04 Mar 04 Jun 04 Sep 04 Dec 04 Mar 05 Jul 05 Sep 05 Dec 05 Jan 07 Feb 07 Mar 07 Jul 07 Sep 07 Dec 07 Jun 08 Sep 08 Dec 08 Jan 09 Mar 09 Jun 09 Sep 09 Dec 09 Mar 10 Jul 10 Sep 10 Dec 10 $0.139 $0.138 $0.138 $0.133 $0.135 $0.176 $0.270 $0.505 $0.619 103,553 7,778 41,666 41,668 16,111 130,553 58,891 115,002 48,890 $0.551 1,061,159 $0.789 $0.960 $0.823 $0.796 $0.743 $0.741 $0.779 $0.722 56,110 76,668 151,166 250,554 75,555 79,999 113,887 144,445 2008 - - - - - - 19,001 50,407 24,808 - - - - - - - - - 2007 38,368 - 10,291 22,168 - 31,929 - - - - - - - - - 6,860 3,430 15,833 2008 - 2007 - 2008 - 2007 - - - - - - - 7,387 3,789 - - - 8,972 - - - - - - - - - - 26,389 12,938 - - - - - 19,001 84,183 41,535 176,806 233,710 381,937 558,743 - - - - - - - - - - 21,111 35,888 - 15,305 6,861 - 35,889 69,667 87,664 35,889 69,667 87,664 158,596 158,596 57,527 49,876 84,180 81,809 57,527 49,876 84,180 81,809 94,216 128,879 187,982 321,847 1,046,472 1,328,670 Number of shares that can be issued for unexercised options 1,046,472 1,328,670 42 Notes to the Financial Statements for the year ended 31 December 2008 20. Issued Capital Fully Paid Ordinary Share Capital Balance at beginning of financial year Transfer from share-based payments reserve for options exercised during the year Issue of shares Balance at end of financial year Less Treasury shares Balance at beginning of financial year Shares purchased in prior periods Shares purchased in 2008 2008 No. 132,749,825 - 187,982 132,937,807 - 464,842 252,477 $’000 18,203 62 113 18,378 - 498 314 2007 No. 132,427,978 - 321,847 132,749,825 - - - $’000 17,896 104 203 18,203 - - - Balance at end of financial year Balance at end of financial year net of treasury shares 717,319 132,227,820 812 17,566 - 132,749,825 - 18,203 Fully paid ordinary shares carry one vote per share and carry the right to dividends. Changes to the then Corporations Law abolished the authorised capital and par value concepts in relation to share capital from 1 July 1998. Therefore the company does not have a limited amount of authorised capital and issued shares do not have a par value. 187,982 (2007; 321,847) Options were exercised during the year with an average exercise price of $0.60. Details of the options that were exercised and further details in respect of the share option plans are contained in note 19 to the financial statements. Total consideration for options exercised during the year is $112,815. 21. Reserves Foreign currency translation reserve Balance at beginning of financial year Translation of foreign operations Balance at end of financial year Share-based payments reserve Balance at beginning of financial year Treasury share expense Option expense Transfer to share capital (options exercised) Balance at end of financial year Nature and purpose of reserves Consolidated 2008 $’000 2007 $’000 Parent 2008 $’000 2007 $’000 52 (194) (142) 461 559 - (62) 958 816 121 (69) 52 554 - 11 (104) 461 513 – – – 461 559 - (62 958 958 – – – 554 - 11 (104) 461 461 (a) Foreign currency translation reserve Exchange differences arising on translation of the financial reports of foreign subsidiaries are taken to the foreign currency translation reserve, as described in note 1(f) (b) Share-based payments reserve The share-based payments reserve is for the fair value of options granted and recognised to date but not yet exercised. 43 Notes to the Financial Statements for the year ended 31 December 2008 22. Retained Earnings Balance at beginning of financial year Net profit Dividends Balance at end of financial year 23. Earnings Per Share Basic earnings per share Diluted earnings per share Weighted average number of ordinary shares used in the calculation of basic earnings per share Weighted average number of ordinary shares and potential ordinary shares used in the calculation of diluted earnings per share Consolidated 2008 $’000 2007 $’000 Parent 2008 $’000 14,776 10,963 (7,247) 18,492 15,938 11,321 (7,247) 20,003 12,674 9,893 (6,629) 15,938 2008 ¢ 8.5 8.5 2007 $’000 11,248 10,157 (6,629) 14,776 2007 ¢ 7.5 7.4 132,599,634 132,318,888 133,927,248 134,083,502 Earnings per share calculations are based on profit for the year as set out in the income statement. Potential ordinary shares of 1,327,614 (2006: 1,778,340) are options issued but not exercised as disclosed in note 19. 24. Contingent Liabilities There are no contingent liabilities as at 31 December 2008. 25. Commitments For Expenditure (a) Capital Expenditure Commitments The consolidated entity has capital expenditure commitments of $53,000 as at 31 December 2008 (2007: $Nil) (b) Lease Commitments Operating Leases Within 1 year Later than 1 year and not longer than 5 years Later than 5 years Consolidated Parent 2008 $’000 1,720 4,736 1,111 7,567 2007 $’000 1,485 1,725 - 3,210 2008 $’000 1,021 3,803 1,111 5,935 2007 $’000 803 312 - 1,115 Operating leases relate to office and warehouse premises and office facilities with lease terms of between 1 to 7 years. All operating lease contracts contain market review clauses in the event that the consolidated entity exercises its option to renew. The consolidated entity does not have an option to purchase the leased asset at the expiry of the lease period. 44 Notes to the Financial Statements for the year ended 31 December 2008 26. Subsidiaries Name of Entity Parent Entity Reckon Limited Subsidiaries Reckon.com.au Pty Limited Reckon Australia Pty Limited Reckon Investment Centre Limited Reckon Online Holdings Pty Limited Reckon Pacrim Pty Limited Reckon Training Pty Limited Reckon Limited Performance Share Plan Trust Reckon New Zealand Pty Limited Advanced Professional Solutions Pty Limited Advanced Professional Solutions Limited Advanced Professional Solutions Limited All shares held are ordinary shares. 27. Related Party Disclosures (a) Key Management Personnel Remuneration Short term benefits Post-employment benefits Share based payments Ownership Interest Country of Incorporation 2008 % 2007 % Australia Australia Australia Australia Australia Australia Australia Australia New Zealand Australia New Zealand United Kingdom 100 100 100 100 100 90 100 100 100 100 100 100 100 100 100 100 90 100 100 100 100 100 Consolidated 2008 $ 2007 $ Parent 2008 $ 2007 $ 3,189,551 227,650 2,940,959 200,679 1,829,135 133,879 1,755,579 127,260 271,577 552,737 169,253 416,823 3,688,778 3,694,375 2,132,267 2,299,662 The names of and positions held by the key management are set out in note 27(e). Further details of the remuneration of key management are disclosed in the Directors’ Report. (b) Other Transactions with Key Management Personnel There were no transactions with Directors apart from those disclosed in this note. development services to Reckon Limited at market rates and has charged fees for these services of $4,541,519 (2007: $3,900,823). The APS Group paid dividends to Reckon Limited of $3,311,804 (2007: $3,149,703). Receivables/payables from entities within the wholly-owned Group include amounts arising under the Group’s tax funding arrangement. These loans are interest free and repayable on demand. (c) Transactions within the Wholly-Owned Group (d) Other Related Party Transactions During the financial year, Reckon Limited provided management, accounting and administration services, at no cost, to other entities in the wholly-owned Group. During the financial year, Reckon Limited charged royalties on intellectual property at market rates to the APS Group of $3,660,961 (2007: $3,020,422), and was charged interest at normal commercial rates on the intercompany loan with Advanced Professional Solutions Limited in New Zealand of $93,289 (2007: $21,315). The APS Group has also provided Intuit Ventures Inc Intuit Ventures Inc, a significant shareholder (11.2%) in Reckon Limited provides the rights for Reckon to market and distribute Intuit software throughout Australasia and parts of South-East Asia. In return for this, Intuit receives a royalty payment based on sales made throughout the territory. These royalties amounted to $4,209,212 (2007: $3,991,294) which is expensed in the month that the associated product was sold. The balance due at 31 December 2008 is $150,843 (2007: $154,402). 45 Notes to the Financial Statements for the year ended 31 December 2008 27. Related Party Disclosures (cont.) (e) Directors’ and Key Management Equity Holdings Options and Shareholding 2008 Shareholding Shareholding Performance Performance Performance Performance at start of at end of Options at Options at end shares at start shares vested shares issued shares held at 2008 20085 start of 2008 of 20084 of 2008 in 2008 in 2008 end of 2008 Office Deputy Chairman, Executive Director Executive Director MD, APS United Kingdom Non-Executive Director General Counsel & Co Secretary Non-Executive Director Chief Financial Officer GM, Development APS GM, APS Australia CEO, Quicken Australia MD, APS New Zealand MD, APS New Zealand Greg Wilkinson Clive Rabie Brian Armstrong Brian Coventry John Thame Myron Zlotnick Ian Ferrier Chris Hagglund1 Nigel Boland Paul James Gavin Dixon Michael Donnelly2 Grant Linton3 7,450,000 7,450,000 10,508,000 10,508,000 0 0 CEO, APS 728,000 748,222 42,222 287,766 287,766 40,111 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 162,351 46,762 58,656 221,007 9,823 0 0 0 7,332 17,155 0 0 60,642 16,873 27,018 87,660 0 0 0 0 0 0 0 47,500 47,500 105,544 21,802 51,324 156,868 0 0 0 0 0 0 0 0 0 0 9,823 0 67,539 9,823 0 0 0 0 0 0 7,332 17,155 7,332 7,332 56,823 124,362 7,332 0 0 0 19,000 19,000 0 0 0 0 0 0 23,222 23,222 0 0 0 0 0 0 0 0 1 2 3 4 5 Options granted on: 15 December 2004; fair value per option granted: $0.3809; options expire on 15 December 2009. At exercise of options, an exercise price of $0.796 is payable per share. Mr Donnelly resigned on 15 October 2008. Mr Linton was appointed MD on 1 September 2008. All options have vested and are exercisable. No options were issued in 2008. Shareholdings at the date of the Director’s Report remain unchanged. 46 Notes to the Financial Statements for the year ended 31 December 2008 27. Related Party Disclosures (cont.) (e) Directors’ and Key Management Equity Holdings Options and Shareholding 2007 Shareholding Shareholding Performance Performance Performance Performance at start of at end of Options at Options at end shares at start shares vested shares issued shares held at 2007 20075 start of 2007 of 20074 of 2007 in 2007 in 2007 end of 2007 7,450,000 7,450,000 10,508,000 10,508,000 0 0 0 0 0 0 0 0 0 0 0 0 Office Deputy Chairman, Executive Director Executive Director CEO, APS 814,532 728,000 42,222 42,222 89,900 43,138 72,451 162,351 287,766 287,766 40,111 40,111 40,111 19,000 19,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 9,823 9,823 0 0 0 32,438 15,565 28,204 60,642 0 0 0 0 47,500 47,500 41,914 20,211 63,630 105,544 28,261 23,222 23,222 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 9,823 9,823 0 0 67,539 67,539 9,823 9,823 Greg Wilkinson Clive Rabie Brian Armstrong1 Brian Coventry2 John Thame Myron Zlotnick Ian Ferrier Chris Hagglund3 Nigel Boland Paul James6 Gavin Dixon Michael Donnelly MD, APS United Kingdom Non-Executive Director General Counsel & Co Secretary Non-Executive Director Chief Financial Officer GM, Development APS GM, APS Australia CEO, Quicken Australia MD, APS New Zealand 1 2 3 4 5 6 Options granted on: 1 January 2004; fair value per option granted: $0.3056; options expire on 1 January 2009. At exercise of options an exercise price of $0.637 is payable per share. Options granted on: 1 January 2004; fair value per option granted: $0.3056; options expire on 1 January 2009. At exercise of options an exercise price of $0.637 is payable per share. Options granted on: 15 December 2004; fair value per option granted: $0.3809; options expire on 15 December 2009. At exercise of options, an exercise price of $0.796 is payable per share. All options have vested and are exercisable. No options were issued in 2007. Shareholdings at the date of the Director’s Report remain unchanged. Mr James was appointed on 4 June 2007. 47 Notes to the Financial Statements for the year ended 31 December 2008 28. Notes to the Statement of Cash Flows (a) Reconciliation of Cash For the purposes of the statement of cash flows, cash includes cash on hand and in banks and investments in money market instruments, net of outstanding bank overdrafts. Cash at the end of the financial year as shown in the statement of cash flows is reconciled to the related items in the balance sheet as follows: Cash (i) (i) Cash balance is predominantly in the form of short term money market deposits, which can be accessed at call. (b) Businesses Acquired Shelco and New Zealand Distributor Consideration: Cash Direct costs relating to the acquisition Consideration yet to be paid Fair value of net assets of entity acquired: Receivables Inventories Intellectual property Deferred tax assets Fixed assets Trade payables Other current liabilities Goodwill Consolidated 2008 $’000 2007 $’000 Parent 2008 $’000 2007 $’000 16,134 16,134 14,141 14,141 14,889 14,889 11,037 11,037 – – – – – – – – – – – – – – 1,170 128 366 1,664 7 88 804 11 119 (42) (189) 798 866 1,664 – – – – – – – – – – – – – – 1,170 128 366 1,664 7 88 804 11 119 (42) (189) 798 866 1,664 Shelco and New Zealand Distributor Reckon Limited acquired the Shelco business effective from 1 March 2007 for a total of $1,145,000. The final payment of $395,000 was made in August 2008. Shelco is a provider of company registration, trust and superannuation fund establishment, ASIC searches and other services predominantly to the accounting and legal professions. Effective 1 March 2007 Reckon Limited also acquired its New Zealand Quicken distributor as well as the intellectual property for a complimentary range of products for $420,000. The additional products acquired included an ASP payroll solution, an online backup solution and a tool which allows the more efficient downloading and processing of bank data. The book value of all of the net assets acquired were equivalent to their fair values, apart from intellectual property. The book value of intellectual property was $nil. 48 Notes to the Financial Statements for the year ended 31 December 2008 (c) Reconciliation of Profit After Income Tax To Net Cash Flows From Operating Activities Profit after income tax Depreciation and amortisation of non-current assets Non-cash employee benefits expense – share based payment Increase/(decrease) in current tax liability/asset Increase in deferred tax balances Unrealised foreign currency translation amount (Increase)/decrease in assets: Current receivables Current inventories Other current assets Non-current receivables Increase/(decrease) in liabilities: Current trade payables Other current liabilities Other non-current liabilities Net cash inflow from operating activities 29. Outside Equity Interests in Controlled Entities Interest in: Share Capital Accumulated Losses 30. Dividends – Ordinary Shares Final franked dividend for the year ended 31 December 2007 of 3.0 cents (2007: 2.5 cents) per share paid on 7 March 2008 Interim franked dividend for the year ended 31 December 2008 of 2.5 cents per share (2007: 2.5 cents) paid on 10 September 2008 Franking credits available for subsequent financial years based on a tax rate of 30% (2007: 30%) Consolidated 2008 $’000 11,312 4,663 - 805 (131) (194) (788) (91) 52 324 288 327 (268) 16,299 2007 $’000 9,893 3,839 11 657 84 (69) (479) 97 (172) (124) (104) 744 240 14,617 Consolidated 2008 $’000 2007 $’000 – (2) (2) – (2) (2) Parent 2008 $’000 2007 $’000 10,963 4,511 10,157 3,636 - (664) (92) - 328 (84) 121 324 346 162 (88) 15,827 11 203 129 - (26) 178 (132) (124) (106) 356 221 14,503 Parent 2008 $’000 2007 $’000 3,983 3,312 3,264 7,247 2,507 3,317 6,629 2,977 49 Notes to the Financial Statements for the year ended 31 December 2008 31. Financial Instruments (a) Significant Accounting Policies Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which revenues and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 1 to the financial statements. (b) Financial Risk Management Objectives The Board of Directors has overall responsibility for the establishment and oversight of the company and group’s financial management framework. The Board of Directors oversees how Management monitors compliance with risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks. The main risk arising from the company and group’s financial instruments are currency risk, credit risk, liquidity risk and cash flow interest rate risk. (c) Interest Rate Risk The group and parent are exposed to interest rate risk on the cash held in bank deposits. Cash deposits of $16,134,000 and $14,889,000 were held by the consolidated entity and parent entity respectively at the reporting date, attracting an average interest rate of 4.1% (2007: 6.2%). If interest rates had been 50 basis points higher or lower and all other variables were held constant, the group’s net profit would increase/decrease by $81,000 (2007: $71,000) and the parent’s net profit would increase/decrease by $74,000 (2007: $55,000). The parent entity is also exposed to an immaterial interest rate risk on interest bearing loan balances due to its overseas subsidiaries. (d) Credit Risk Credit risk refers to the risk that a counter party will default on its contractual obligations resulting in financial loss to the consolidated entity. The consolidated entity has adopted the policy of only dealing with creditworthy counterparties and obtaining sufficient collateral or other security where appropriate, as a means of mitigating the risk of financial loss from defaults. The consolidated entity does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The carrying amount of financial assets recorded in the financial statements, net of any provisions for losses, represents the consolidated entity’s maximum exposure to credit risk without taking account of the value of any collateral or other security obtained. (e) Foreign Currency Risk The consolidated entity and company undertakes certain transactions denominated in foreign currencies that are different to the functional currencies of the entities undertaking the transactions, hence exposures to exchange rate fluctuations arise. The Board of Directors monitor these exposures and does not presently hedge against this risk. The carrying amount of the consolidated entity and company’s foreign currency denominated monetary assets and liabilities at the reporting date that are denominated in a currency that is different to the functional currency of respective entities undertaking the transactions is as follows: Consolidated Parent Liabilities Assets Liabilities Assets 2008 $’000 – 2007 $’000 – 2008 $’000 96 2007 $’000 54 2008 $’000 – 2007 $’000 – 2008 $’000 – 2007 $’000 – US Dollar 50 Notes to the Financial Statements for the year ended 31 December 2008 31. Financial Instruments (cont.) (e) Foreign Currency Risk (cont.) At 31 December 2008, if the US Dollar weakened against the New Zealand Dollar by 10 percent (being the relevant volatility considered relevant by Management), with all other variables held constant the net profit of the consolidated entity would decrease by $9,578. At 31 December 2008, if the New Zealand Dollar and UK Sterling weakened against the Australian Dollar by 10 percent (being the relevant volatility considered relevant by Management), with all other variables held constant the net profit of the consolidated entity would decrease by $269,151. This latter sensitivity relates to inter- group loan balances denominated in Australian Dollars, which are eliminated on consolidation. In Management’s opinion, the sensitivity analysis is not fully representative of the inherent foreign exchange risk as the year-end exposure does not necessarily reflect the exposure during the course of the years. The consolidated entity includes certain subsidiaries whose functional currencies are different to the consolidated entity presentation currency. The main operating entities outside of Australia as based in New Zealand and the United Kingdom. These entities transact primarily in their functional currency and, aside from inter- group loan balances, do not have significant foreign currency exposures due to outstanding foreign currency denominated items. As stated in the company and consolidated entity’s accounting policies per Note 1, on consolidation the assets and liabilities of these entities are translated into Australian Dollars at exchange rates prevailing on the balance sheet date. The income and expenses of these entities is translated at the average exchange rates for the year. Exchange differences arising are classified as equity and are transferred to a foreign exchange translation reserve. The company and consolidated entity’s future reported profits could therefore be impacted by changes in relates of exchange between the Australian Dollar and the New Zealand Dollar and the Australian Dollar and the UK Sterling. (f) Liquidity The Group manages liquidity risk by maintaining adequate cash reserves and banking facilities by continuously monitoring forecast and actual cash flows. (g) Capital risk management The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern. The capital structure of the Group consists of cash and equity attributable to equity holders of the parent, comprising share capital, reserves and retained earnings as disclosed in notes 20, 21 and 22. The Board reviews the capital structure on a regular basis. Based upon this review, the Group balances its overall capital structure through the payment of dividends, issues of shares, share buy-backs and returns of capital. This strategy remains unchanged since the prior year. (h) Fair Value The carrying amount of financial assets and financial liabilities recorded in the financial report approximates their respective fair values, determined in accordance with the accounting policies disclosed in note 1 to the financial statements. 32. Segment Information (a) Primary Reporting – Business Segments For management purposes, the consolidated entity is organised into two major operating divisions: Business Division (formerly Quicken products) Professional Division (formerly APS products) These divisions are the basis upon which the consolidated entity reports its primary segment information. The principal activities of these divisions are as follows: • • Business Division - development, distribution and support of personal financial and accounting software, as well as related products and services to professional partners. Professional Division - development, distribution and support of practice management, tax, client accounting and related software. 51 Notes to the Financial Statements for the year ended 31 December 2008 32. Segment Information (cont.) (a) Primary Reporting – Business Segments (cont.) External sales Inter-segment 2008 $’000 2007 $’000 2008 $’000 2007 $’000 Other 2008 $’000 38,543 21,328 36,658 18,616 6,973 6,170 – – 633 271 2007 $’000 538 341 Total 2008 $’000 46,149 21,599 67,748 (6,973) 60,775 9,872 5,251 15,123 (3,811) 11,312 Segment revenues Business Division Professional Division Total of all segments Eliminations Total revenue Segment results Business Division* Professional Division Profit before income tax Income tax expense Net profit for the year * The Business Division result includes royalty income from APS, net of APS development cost and IP amortisation. Segment assets and liabilities Business Division Professional Division Total of all segments Eliminations Unallocated Consolidated Assets Liabilities 2008 $’000 26,569 25,764 52,333 (1,320) – 51,013 2007 $’000 21,010 25,140 46,150 (478) – 45,672 2008 $’000 10,012 3,938 13,950 (1,320) – 12,630 2007 $’000 43,366 18,957 62,323 (6,170) 56,153 9,655 3,679 13,334 (3,441) 9,893 2007 $’000 7,850 3,648 11,498 (478) – 11,020 Other segment information Acquisition of segment assets Depreciation and amortisation of segment assets Business Division Professional Division 2008 $’000 1,797 1,244 2007 $’000 3,115 939 2008 $’000 3,907 3,419 2007 $’000 3,196 2,900 Segment revenues from external sales Segment assets Acquisitions of property, plant and equipment, intangibles and other non-current segment assets (b) Secondary Reporting – Geographical Segments Australia Other countries Unallocated assets Total assets 2008 $’000 51,526 8,345 59,871 2007 $’000 47,519 7,755 55,274 2008 $’000 42,782 10,453 53,235 (2,222) 51,013 2007 $’000 36,713 9,652 46,365 (693) 45,672 2008 $’000 3,851 1,853 5,704 2007 $’000 4,600 1,711 6,311 52 Notes to the Financial Statements for the year ended 31 December 2008 33. Economic Dependency Reckon Limited generates a significant volume of its revenue from products supplied by Intuit Inc. under the manufacturing and distribution agreement it has with Intuit Inc. The term of the agreement is 10 years and is subject to market growth objectives. If these objectives are met the agreement is automatically extended by one year for each calendar year in which Reckon meets or exceeds its market growth objective. To date Reckon Limited has exceeded these growth objectives. 34. Subsequent Events Estimated Consideration: Cash consideration Net debt acquired Direct costs relating to the acquisition Consideration yet to be paid Estimated Fair Value of net assets of entity acquired: Receivables Subsequent to the end of the financial year: Inventories Dividend The Board has declared a dividend of 3.5 cents per share to shareholders on 10 February 2009. The dividend will be franked. The record date for the dividend is 22 February 2009. The impact on the franking account balance of unrecognised dividends is $1,998,000. Options Intellectual property – customer contracts Intellectual property – development and software Intellectual property – trademarks and domain names Deferred tax assets Fixed assets Trade payables Deferred revenue 206,672 options in the Executive Share Option Plan No. 2 have lapsed and 153,058 options have been exercised with an average exercise price of $0.67. Other current liabilities Other non-current liabilities Acquisition Goodwill $’000 18,000 228 1,050 - 19,278 3,437 1,587 4,210 1,793 150 430 728 (773) (3,361) (883) (138) 7,180 12,098 19,278 Reckon Limited acquired the Corporate Services and BillBack businesses previously owned by Espreon Limited effective from 2 January 2009 for $18m. The acquisition was funded predominantly from existing cash reserves. Debt funding was used to fund the difference. The two businesses contributed $5m to Espreon’s EBITDA result for the year ended 30 June 2008. The Corporate Services business is a provider of documentation for company formations, secretarial services, trust and self managed superannuation fund deeds. This is a range of products and services which is similar to Reckon’s Shelco business. The BillBack business is a provider of technologies for the capture, reporting and billing of client expenses by professional services suppliers such as lawyers and accountants, and hence has a natural fit with Reckon’s Professional Division. The initial accounting for the acquisition of Corporate Services and BillBack has only been provisionally determined at reporting date. The acquisition values set out below are based upon the Espreon completion accounts. Reckon Limited has lodged a number of claims against Espreon which is expected to reduce the consideration paid. The claims are at a preliminary stage and at the date of this report no demand has been issued. The amount of the claims is yet to be determined. 35. Company information Reckon Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is: Ground Floor, 35 Saunders Street Pyrmont NSW 2009 A description of the nature of the consolidated entity’s operations and its principal activities is included in the review of operations and activities in the Directors’ Report, which is not part of this financial report. The financial report was authorised for issue by the Directors on 27 March 2009. 53 Additional Information as at 6 March 2009 Twenty Largest Holders of Quoted Equity Securities Ordinary Shareholder National Nominees Limited Intuit Ventures Inc JP Morgan Nominees Australia Limited HSBC Custody Nominees (Australia) Limited ANZ Nominees Limited Australian Executor Trustees NSW Ltd Gregory John Wilkinson DJZ Investments Pty Limited Mr Clive Rabie and Mrs Kerry Rose Rabie Queensland Investment Corporation Mr Stephen James Rickwood Mr Philip Ross Hayman Mr Clive Alan Rabie Cogent Nominees Pty Limited UBS Nominees Pty Limited Rawform Pty Ltd Mr Philip Ross Hayman Citicorp Nominees Pty Limited Citicorp Nominees Pty Limited Citicorp Nominees Pty Limited Number Percentage 17,473,715 14,828,304 11,348,200 10,111,620 7,951,853 6,603,266 6,300,000 4,750,000 3,764,071 2,929,995 2,751,062 2,105,384 1,993,929 1,258,438 1,197,502 1,150,000 1,000,000 998,845 970,442 911,022 13.13 11.14 8.53 7.60 5.97 4.96 4.73 3.57 2.83 2.20 2.07 1.58 1.50 0.95 0.90 0.86 0.75 0.75 0.73 0.68 100,397,648 75.43 Number of Holders of Equity Securities Equity securities include shares, units, options over issued or unissued securities, rights to any one of the former securities and convertible securities. Ordinary Share Capital 133,090,865 fully paid ordinary shares are held by 3,742 individual shareholders as at 6 March 2009. All issued ordinary shares carry one vote per share. Options 1,046,472 options were held by 93 individual option holders as at 31 December 2008. These options do not carry a right to vote and are not listed on the ASX. Since 31 December 2008 206,672 options have lapsed. 54 Additional Information as at 6 March 2009 (continued) Distribution of Holders of Equity Securities Auditors As at 6 March 2009 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Total Substantial Shareholders As at 6 March 2009 National Nominees Limited Intuit Ventures Inc JP Morgan Nominees Australia Limited Clive Rabie HSBC Custody Nominees (Australia) Limited Ordinary Shares Options 844 1,801 537 511 49 3,742 1 9 35 22 0 67 Ordinary Shares (Number) Ordinary Shares (%) 17,473,715 14,828,304 11,348,200 10,508,000 10,111,620 13.13 11.14 8.53 7.89 7.60 Principal Registered Office Ground Floor, 35 Saunders Street Pyrmont NSW 2009 Tel: (02) 9577 5000 Principal Administration Office Ground Floor, 35 Saunders Street Pyrmont NSW 2009 Tel: (02) 9577 5000 Share Registry Computershare Investor Services Pty Limited Level 3 60 Carrington Street Sydney NSW 2000 Tel: (02) 8234 5000 Stock Exchange Listings Reckon Limited’s ordinary shares are listed on the Australian Stock Exchange Limited under the symbol ‘RKN’. Deloitte Touche Tohmatsu 225 George Street Sydney NSW 2000 Company Secretary Mr Myron Zlotnick Annual General Meeting The Annual General Meeting for Reckon Limited will be held on Tuesday 19 May 2009 at 10:00am at 35 Saunders Street, Pyrmont NSW. If you are unable to attend, you are invited to complete the Proxy Form included with your Notice of Meeting. The completed Proxy Form must be received no later than 48 hours before the Annual General Meeting. Important Information – Corporate Notices Securityholders will be aware that recent legislative changes have impacted the options to receive statutory corporate notices and reports. In the interest of cost saving and the environment (every little bit helps), we encourage you to opt in to receive all notices and reports electronically. Please go to: www.computershare.com.au and follow the prompts to register your opting in to receive ALL NOTICE AND REPORTS IN ELECTRONIC FORMAT. To register to be notified by email when the Annual Report and other Announcements are available online: • Visit the share registry at www.computershare.com • Click on ‘Securityholders’ • Click on ‘Elect to receive eCommunications from your companies’ • Type ‘RKN’ in the Company Code field • • You will need to enter your personal security information: Holder Identification Number (HIN) or Securityholder Reference Number (SRN); family or company name, postcode or country (if outside Australia); and click ‘Submit’ After you have entered your email address and selected the publications you wish to receive, a confirmation email will be sent to you Should you have any further enquiries, contact the Registry on 1300 855 080 or +61 3 9415 4000 (if outside Australia). For web enquiries, please send an email to web.queries@computershare.com.au. Alternatively, email your full name and address of the securityholder to shareholders@reckon.com.au to receive the Annual Report, corporate and statutory notices electronically. 55 56 | Reckon ARRE0903-1 

Continue reading text version or see original annual report in PDF format above