DATA#3 LIMITED — Interim / Quarterly Report 2015

Feb 22, 2015

APPENDIX 4D

Name of entity ABN

Data[#] 3 Limited 31 010 545 267

Reporting period Half-year ended 31 December 2014 Previous corresponding period Half-year ended 31 December 2013

RESULTS FOR ANNOUNCEMENT TO THE MARKET

Results				$’000
Revenues from ordinary activities	up	1.8%	to	406,438
Profit from ordinary activities after tax attributable to members	up	39.2%	to	3,576
Net profit for the period attributable to members	up	39.2%	to	3,576

Dividends	Amount per	Franked amount
	security	per security
Current period
Interim dividend	2.1 cents	100%
Previous corresponding period
Interim dividend	1.5 cents	100%

The record date for determining entitlements to the dividend is 17 March 2015. The dividend is payable on 31 March 2015.

BRIEF EXPLANATION OF THE FIGURES REPORTED ABOVE

Please refer to the Review of Operations in the Directors’ Report which begins on page 1 of the attached Interim Financial Report for the half year ended 31 December 2014.

	Net tangible	assets per security	Current period	Previous period
	Net tangible	asset backing per ordinary security	$0.12	$0.15

DATA[#] 3 LIMITED I APPENDIX 4D I HALF-YEAR 31 DECEMBER 2014

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Data[#] 3 Limited ABN 31 010 545 267

INTERIM FINANCIAL REPORT Half-year ended 31 December 2014

CONTENTS	PAGE
DIRECTORS’ REPORT	1
AUDITOR’S INDEPENDENCE DECLARATION	5
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME	6
CONSOLIDATED BALANCE SHEET	7
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY	8
CONSOLIDATED CASH FLOW STATEMENT	9
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	10
DIRECTORS’ DECLARATION	14
INDEPENDENT AUDITOR’S REVIEW REPORT	15

DIRECTORS’ REPORT

Your directors present their report on Data[#] 3 Limited and its subsidiaries (together referred to as “Data[#] 3”, “the group”, or “we, our, or us”) for the half-year ended 31 December 2014.

1. DIRECTORS

The following persons were directors of Data[#] 3 Limited for the entire half-year and up to the date of this report:

Richard Anderson Glen Boreham John Grant Ian Johnston Terry Powell.

2. REVIEW OF OPERATIONS

SUMMARY OF OUR FY15 PLAN

The strategic planning process for 2015 identified the following key external factors that we envisaged would influence performance in the 2015 financial year (FY15):

• No significant change in levels of total IT investment but a transition from on-premises commoditised software, hardware and related services to both outsourced and cloud-based IT service delivery, and revenue generating investment in areas such as mobility, mobile ‘apps’ and analytics

• A transition to operating expenditure rather than investment related to capital expenditure

• Continuing low industry returns on cloud investment

• Our emerging strategic transition to a leading Hybrid IT solution provider in an increasingly service-centric business model

• Leveraging our market power to partner with new organisations in new business opportunities.

We also identified a number of internal opportunities to improve performance and profitability, including:

• Improving win rates through the simpler go-to-market approach offered by the three established areas of specialization (Software Solutions, Infrastructure Solution and Managed Solutions), with no disruption from restructuring at the start of the year

• Improving returns from our services businesses through automation and consistent systems and management

• Changing the business models and cost structures that underpin our product-centric businesses to maximise returns.

With little change in market conditions, but with access to a very large marketplace, the plan’s key platform for organic growth was an increase in sales capacity to drive market share. We also planned to continue to reduce costs where we could, and we identified our product supply chain, enhanced automation of processes within our outsourcing business and cross business administration as areas to pursue.

In addition we saw the newly formed Application Solutions area of specialisation driving new market opportunity via its reselling activities with Discovery Technology’s CCeX Wi-Fi analytics system and Data[#] 3’s Schools Suite. We expected both applications would help drive related Infrastructure and Managed Solutions revenues.

We also planned to actively seek strategically sensible acquisitions and new partnership opportunities to introduce new revenue streams.

In summary, the FY15 plan targeted growth through market share gain and the introduction of additional complementary revenues, and our financial objective was to improve on the FY14 result.

DATA[#] 3 LIMITED I INTERIM FINANCIAL REPORT I HALF-YEAR 31 DECEMBER 2014

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DIRECTORS’ REPORT (CONTINUED)

2. REVIEW OF OPERATIONS (CONTINUED)

FIRST HALF PERFORMANCE

As planned we implemented the new Application Solutions area of specialisation, targeted at business applications, and joining the existing three core areas of Software, Infrastructure and Managed Solutions.

Our pipeline of opportunities continued to build, and performance remained ahead of budget throughout the first half. The final result was ahead of plan and consistent with the market guidance provided in November 2014. This first half performance helps underpin the full year objective to improve on FY14’s result.

Total first half revenue increased by 1.8% from $399.1 million to $406.4 million with relatively flat product revenues and increases in services revenues compared to the previous corresponding period (“PCP”).

Total gross profit (excluding other revenue) increased by 8.6% to $62.4 million (PCP: $57.5 million) reflecting growth in product and services gross profit. Total gross margin increased from 14.4% to 15.4% despite the highly competitive market, reflecting changes in the sales mix in the product and services segments.

Net profit before tax increased by 40.1% to $5.2 million (PCP: $3.7 million) with the increased gross profit more than offsetting the higher staff and operating cost structures that resulted from our investment and acquisition activities, expansion of our sales and services headcount and capability, and further solution development.

Net profit after tax increased by 39.2% to $3.6 million (PCP: $2.6 million). This represented basic earnings per share of 2.32 cents (PCP: 1.67 cents).

Product revenue and gross profit

Product revenue decreased by 0.9% from $332.7 million to $329.7 million, reflecting a decrease in software revenues not entirely offset by an increase in hardware revenues. Despite the ongoing challenging and competitive market conditions we experienced a gradual improvement in customer confidence and IT investment, particularly in infrastructure. In addition, foreshadowed changes to some partner incentive programs and the resulting changes to margin mix in some enterprise licensing agreements saw software gross profit increase despite the reduction in revenue.

These changes in sales and margin increased total product gross margin from 8.6% to 9.3%, and grew product gross profit by 6.6% to $30.5 million (PCP: $28.7 million).

Services revenue and gross profit

Services revenue increased by 16.4% to $75.8 million (PCP: $65.1 million), reflecting growth in all areas but strongest in maintenance, software-related services and consulting. Recruitment and contracting revenues increased slightly as planned, and outsourcing and managed services revenues increased steadily but did not achieve the planned growth.

This change in services mix resulted in a decrease in total services gross margin from 44.2% to 42.0%, and services gross profit increased by 10.6% to $31.9 million (PCP: $28.8 million).

Interest and other revenue

Interest and other revenue decreased to $0.9 million (PCP: $1.2 million) due to lower deposit interest earnings on surplus cash balances.

DATA[#] 3 LIMITED I INTERIM FINANCIAL REPORT I HALF-YEAR 31 DECEMBER 2014

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DIRECTORS’ REPORT (CONTINUED)

2. REVIEW OF OPERATIONS (CONTINUED)

Operating expenses

Internal staff costs increased by 5.4% to $49.2 million (PCP: $46.7 million) and other operating expenses increased by 7.1% to $8.9 million (PCP: $8.3 million).

Staff numbers (excluding Business Aspect) increased by 22 to 712 in the half, and average salaries increased in line with the broader industry trend in a competitive market for the best people. The acquisition of Business Aspect added approximately 73 staff from September onwards.

Professional fees and other costs related to the investment and acquisition activities in the first half accounted for $0.2 million of the increase in other operating expenses.

Cash flow

Net cash flow from operating activities is typically an outflow in the first half due to the timing of receipts and payments around 30 June. The traditional May/June sales peak produces higher than normal collections pre-30 June that generate temporary cash surpluses which subsequently reverse post-30 June when the associated supplier payments occur. The first half net cash outflow from operating activities of $84.4 million was higher than the $72.2 million outflow in the PCP due mostly to the reversal of the high temporary cash surplus at 30 June 2014.

Due to the cash flow seasonality it is more meaningful to compare the average daily cash balance throughout the period which was $60.8 million, slightly up from $60.2 million in the PCP, despite the $7.8 million cash paid (net of cash acquired) for investments and acquisitions during the current period.

The key trade receivables indicator of average days’ sales outstanding remained ahead of target and better than the PCP, demonstrating the effectiveness of our focus on collections and credit management.

Investments and acquisitions

In August 2014 we acquired 42.5% of the issued capital of Discovery Technology Pty Ltd, a company specialising in Wi-Fi analytics.

In September 2014 we concluded the acquisition of the Business Aspect group of companies, a highly regarded provider of business and technology consulting services.

Both of these initiatives will contribute to the planned expansion of our services and applications capability, and further details are provided in Note 6 – Business Combinations.

Succession planning

At the annual general meeting in November 2014 we announced the appointment of Laurence Baynham as Chief Executive Officer, in preparation for the completion of John Grant’s contract as Managing Director on 31 December 2015.

Laurence Baynham has served in various roles during his 20 years as a member of the Data[#] 3 management team and held the position of Group General Manager for the past 10 years.

Through to December 2015 John Grant will be responsible for transitioning all current operational responsibilities to Laurence Baynham, helping and supporting him where required, completing certain strategic projects, and managing Data[#] 3’s acquisition interests.

OUTLOOK

We remain strongly focused on achieving our full year target, and the first half performance positions us well to achieve that goal. Our pipeline of opportunities continues to build, and as in previous years we expect the fourth quarter will have a material impact on the full year result.

In the longer term Data[#] 3’s strategic transition from primarily product centric to increasingly service centric positions us well to return to growth in shareholder value. We have a robust business, no material debt, longterm customer relationships, committed supplier partnerships, and a great team. We will continue to develop and offer the combination of on-premises, outsourced and cloud-based solutions that our customers need as they transition to a Hybrid IT environment.

DATA[#] 3 LIMITED I INTERIM FINANCIAL REPORT I HALF-YEAR 31 DECEMBER 2014

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DIRECTORS’ REPORT (CONTINUED)

3. DIVIDENDS

The directors have declared a fully franked dividend of 2.1 cents per share (PCP 1.5 cents) payable on 31 March 2015, representing a payout ratio of 90.4% (PCP 89.9%).

4. AUDITOR’S INDEPENDENCE DECLARATION

A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 5.

5. ROUNDING OF AMOUNTS

The company is of a kind referred to in Class Order 98/0100 issued by the Australian Securities & Investments Commission, relating to the “rounding off” of amounts in the directors’ report and financial report. Amounts in the directors’ report and financial report have been rounded off to the nearest thousand dollars in accordance with that Class Order, unless otherwise indicated.

This report is made in accordance with a resolution of the directors.

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R A Anderson Director

Brisbane 23 February 2015

DATA[#] 3 LIMITED I INTERIM FINANCIAL REPORT I HALF-YEAR 31 DECEMBER 2014

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AUDITOR’S INDEPENDENCE DECLARATION

As lead auditor for the review of the financial report of Data[#] 3 Limited for the financial half-year ended 31 December 2014, I declare that, to the best of my knowledge and belief, there have been:

• (i) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

• (ii) no contraventions of any applicable code of professional conduct in relation to the review.

This declaration is in respect of Data[#] 3 Limited and the entities it controlled during the period.

PITCHER PARTNERS

Chartered Accountants

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J J Evans Partner

Brisbane, Queensland 23 February 2015

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DATA[#] 3 LIMITED I INTERIM FINANCIAL REPORT I HALF-YEAR 31 DECEMBER 2014

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the half-year ended 31 December 2014

		Half-year	Half-year
		December	December
		2014	2013
		$’000	$’000
Revenue
Sale of goods		329,726	332,747
Services		75,816	65,113
Other		896	1,234
		406,438	399,094
Expenses
Changes in inventories of finished goods		3,107	3,781
Purchase of goods		(302,286)	(307,859)
Employee and contractor costs directly on-charged (cost of sales on services)		(25,436)	(21,064)
Other cost of sales on services		(18,516)	(15,249)
Other employee and contractor costs		(49,229)	(46,692)
Telecommunications		(747)	(694)
Rent		(3,067)	(2,976)
Travel		(869)	(863)
Professional fees		(378)	(233)
Depreciation and amortisation		(1,360)	(1,274)
Finance costs		(92)	(82)
Other		(2,399)	(2,202)
		(401,272)	(395,407)
Profit before income tax		5,166	3,687
Income tax expense		(1,590)	(1,118)
Profit for the half-year		3,576	2,569
Other comprehensive income for the half-year, net of tax		-	-
Total comprehensive income for the half-year		3,576	2,569
Basic earnings per share		2.32c	1.67c
Diluted earnings per share		2.32c	1.67c

The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

DATA[#] 3 LIMITED I INTERIM FINANCIAL REPORT I HALF-YEAR 31 DECEMBER 2014

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CONSOLIDATED BALANCE SHEET

as at 31 December 2014

	31 December	30 June
	2014	2014
	$’000	$’000
Current assets
Cash and cash equivalents	6,058	103,427
Trade and other receivables	77,558	146,936
Inventories	5,680	2,526
Other	6,651	3,193
Total current assets	95,947	256,082
Non-current assets
Property and equipment	5,241	6,021
Investment accounted for using the equity method (note 6)	2,509	-
Deferred tax assets	3,276	2,342
Intangible assets	13,370	7,341
Total non-current assets	24,396	15,704
Total assets	120,343	271,786
Current liabilities
Trade and other payables	68,481	216,944
Borrowings	788	756
Current tax liabilities	941	98
Provisions	2,162	1,984
Other	10,198	15,249
Total current liabilities	82,570	235,031
Non-current liabilities
Borrowings	-	402
Provisions	2,914	2,231
Other	2,280	500
Total non-current liabilities	5,194	3,133
Total liabilities	87,764	238,164
Net assets	32,579	33,622
Equity
Contributed equity	8,278	8,278
Retained earnings	24,301	25,344
Total equity	32,579	33,622

The above consolidated balance sheet should be read in conjunction with the accompanying notes.

DATA[#] 3 LIMITED I INTERIM FINANCIAL REPORT I HALF-YEAR 31 DECEMBER 2014

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the half-year ended 31 December 2014

	Number of	Contributed	Retained	Total
	Ordinary Shares	Equity	Earnings	Shareholders’ Equity
	‘000	$‘000	$‘000	$‘000
2014
Balance at 30 June 2014	153,975	8,278	25,344	33,622
Profit for the half-year	-	-	3,576	3,576
Other comprehensive income for the half-year,
net of tax	-	-	-	-
Total comprehensive income for the half-year	-	-	3,576	3,576
Payment of dividends	-	-	(4,619)	(4,619)
Balance at 31 December 2014	153,975	8,278	24,301	32,579
2013
Balance at 30 June 2013	153,975	8,278	25,596	33,874
Profit for the half-year	-	-	2,569	2,569
Other comprehensive income for the half-year,
net of tax	-	-	-	-
Total comprehensive income for the half-year	-	-	2,569	2,569
Payment of dividends	-	-	(5,466)	(5,466)
Balance at 31 December 2013	153,975	8,278	22,699	30,977

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

DATA[#] 3 LIMITED I INTERIM FINANCIAL REPORT I HALF-YEAR 31 DECEMBER 2014

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CONSOLIDATED CASH FLOW STATEMENT

for the half-year ended 31 December 2014

	Half-year	Half-year	Half-year
	December		December
	2014		2013
	$’000		$’000
Cash flows from operating activities
Net profit after income tax	3,576		2,569
Depreciation and amortisation	1,730		1,274
Provision for doubtful debts	-		55
Other	47		196
Changes in operating assets and liabilities:
Decrease in trade receivables	69,179		33,219
Increase in inventories	(3,154)		(3,810)
Increase in other operating assets	(835)		(4,367)
Increase in net deferred tax assets	(1,360)		(896)
Decrease in trade payables	(139,475)		(92,296)
Decrease in unearned income	(5,009)		(1,834)
Decrease in other operating liabilities	(10,167)		(6,668)
Increase (decrease) in current tax liabilities	771		(19)
Increasein liabilityforemployee benefits	267		369
Net cash outflow from operating activities	(84,430)		(72,208)
Cash flows from investing activities
Payment for acquisition of subsidiaries, net of cash acquired	(5,298)		-
Payment for investment	(2,509)
Payments for plant and equipment	(110)		(19)
Paymentsforsoftware assets	(33)		(967)
Net cash outflow from investing activities	(7,950)		(986)
Cash flows from financing activities
Payment of dividends	(4,619)		(5,466)
Financelease payments	(370)		(340)
Net cash outflow from financing activities	(4,989)		(5,806)
Net decrease in cash and cash equivalents held	(97,369)		(79,000)
Cash and cash equivalents at the beginning of the reporting period	103,427		85,322
Cash and cash equivalents at the end of the reporting period	6,058		6,322

The above consolidated cash flow statement should be read in conjunction with the accompanying notes.

DATA[#] 3 LIMITED I INTERIM FINANCIAL REPORT I HALF-YEAR 31 DECEMBER 2014

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the half-year ended 31 December 2014

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation of interim financial report

We have prepared this general purpose interim financial report for the half-year reporting period ended 31 December 2014 in accordance with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001.

This interim financial report does not include all the notes of the type normally included in an annual financial report and accordingly should be read in conjunction with our annual report for the year ended 30 June 2014 and any public announcements we have made during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001 .

We have adopted all the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board that are relevant to our operations and effective for the current reporting period. The accounting policies adopted in this interim financial report are the same as those applied in the previous financial year and the corresponding interim reporting period. A number of new or amended standards became applicable for the current reporting period, however no change to our accounting policies was necessary as a result of adopting these new/changed standards.

Our accounting policy in relation to equity-accounted investments was not disclosed at 30 June 2014 as we had no such investments. Our policy is as follows:

Associates are all entities over which we have significant influence, but not control or joint control. This is generally the case where we hold between 20% and 50% of the voting rights. We account for investments in associates using the equity method. Under the equity method, investments are initially recognised at cost and adjusted thereafter to recognise our share of post-acquisition profits or losses of the investee in our profit or loss, and our share of movements in other comprehensive income of the investee in our comprehensive income. We recognise dividends received or receivable from investees as a reduction in the carrying amount of the investment.

When our share of losses in an equity-accounted investment equals or exceeds our interest in the investee, including any other long-term receivables, we do not recognise further losses unless we have incurred obligations or made payments on behalf of the investee. We eliminate unrealised gains on transactions between our group and our investees to the extent of our interest in these investees. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of the investees have been changed where necessary to ensure consistency with our group’s accounting policies.

We test the carrying amount of equity-accounted investments for impairment in accordance with our accounting policy set out in our annual report for the year ended 30 June 2014 (note 1(k)).

DATA[#] 3 LIMITED I INTERIM FINANCIAL REPORT I HALF-YEAR 31 DECEMBER 2014

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

for the half-year ended 31 December 2014

NOTE 2. SEGMENT INFORMATION

Our business is conducted primarily in Australia. Our management team makes financial decisions and allocates resources based on the information it receives from our internal management system. We attribute sales to an operating segment based on the type of product or service provided to the customer. Revenue from customers domiciled in Australia comprised 99% of external sales for the half-year ended 31 December 2014 (2013: 99%).

We have identified two reportable segments, as follows:

• Product - providing hardware and third party software for our customers' desktop, network and data centre infrastructure; and

• Services - providing consulting, project, managed and maintenance services, as well as workforce recruitment and contracting services, in relation to the design, implementation, operation and support of ICT solutions.

The following table shows summarised financial information by segment for the half-years ended 31 December 2014 and 2013.

	Product	Services	Services	Total	Total	Total
	Half-year to	Half-year to		Half-year to
	December	December		December
	2014 2013	2014	2013	2014			2013
	$’000 $’000	$’000	$’000	$’000			$’000
Revenue
Total revenue	329,726 332,747	79,408	67,341	409,134			400,088
Inter-segment revenue	- -	(3,592)	(2,228)	(3,592)			(2,228)
External revenue	329,726 332,747	75,816	65,113	405,542			397,860
Costs of sale
Cost of goods sold	(299,179) (304,078)	-	-	(299,179)		(304,078)
Employee and contractor costs directly on-
charged	- -	(25,436)	(21,064)	(25,436)			(21,064)
Other cost of sales on services	- -	(18,516)	(15,249)	(18,516)			(15,249)
Gross profit	30,547 28,669	31,864	28,800	62,411			57,469
Gross margin	9.3% 8.6%	42.0%	44.2%	15.4%			14.4%
Other expenses	(23,065) (22,245)	(30,223)	(27,804)	(53,289)			(50,033)
Segment profit	7,482 6,424	1,641	996	9,122			7,436
Unallocated items
Interest and other revenue				896			1,234
Other employee and contractor costs				(2,198)			(2,459)
Rent				(661)			(664)
Depreciation and amortisation				(1,196)			(1,035)
Other				(797)			(825)
				(3,956)			(3,749)
Profit before income tax				5,166			3,687
Reconciliation of revenue:
External revenue				405,542			397,860
Unallocated corporate revenue
Interest and other revenue				896			1,234
Total revenue				406,438			399,094

DATA[#] 3 LIMITED I INTERIM FINANCIAL REPORT I HALF-YEAR 31 DECEMBER 2014

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) for the half-year ended 31 December 2014

NOTE 3. DIVIDENDS

Details of dividends paid during the current period or the previous corresponding period are as follows:

Record date	Payment date	Type	Amount per	Franked amount	Franked amount	Total dividend	Total dividend
			security		per security		$’000
16/9/2013	30/9/2013	Final	3.55 cents		3.55 cents		5,466
17/3/2014	31/3/2014	Interim	1.50 cents		1.50 cents		2,310
16/9/2014	30/9/2014	Final	3.00 cents		3.00 cents		4,619

Dividends not recognised at the end of the half-year

Since the end of the half-year, the directors have declared an interim dividend of 2.1 cents per fully paid ordinary share, fully franked based on tax paid at 30%. The aggregate amount of the interim dividend to be paid on 31 March 2015 out of retained earnings at the end of the half-year, but not recognised as a liability at the end of the half-year, is $3,233,000.

NOTE 4. SUBSEQUENT EVENTS

No material and unusual events have occurred after the end of the half-year that could affect the financial position and performance of Data[#] 3 Limited or any of its subsidiaries.

NOTE 5. CONTINGENT LIABILITIES

There have been no material changes in contingent liabilities from those disclosed in the June 2014 annual report.

NOTE 6. BUSINESS COMBINATIONS

Business Aspect

Effective 5 September 2014 Data[#] 3 Limited acquired 100% of the shares in business and technology consulting firm Business Aspect Group Pty Ltd and its subsidiary companies (Business Aspect). Business Aspect provides customers across a broad range of industries with specialist technology consulting services in strategy, risk & continuity, architecture, and planning and execution.

Details of the acquisition are as follows:

	$’000s
Total purchase consideration
Cash paid	6,000
Contingent consideration liability	1,799
Total purchase consideration	7,799
Purchase consideration – cash outflow
Cash consideration	6,000
Less:cashacquired	(702)
Outflow of cash to acquire subsidiary, net of cash acquired	5,298

DATA[#] 3 LIMITED I INTERIM FINANCIAL REPORT I HALF-YEAR 31 DECEMBER 2014

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

for the half-year ended 31 December 2014

NOTE 6. BUSINESS COMBINATIONS (CONTINUED)

Assets acquired and liabilities assumed	Fair value
	$’000s
Cash and cash equivalents	702
Receivables	2,396
Other current assets	27
Plant and equipment	37
Customer relationships	1,500
Payables	(1,175)
Employee benefit liabilities	(561)
Deferred tax liability (net)	(426)
Net identifiable assets acquired	2,500
Add: goodwill	5,299
	7,799

We have accounted for the assets acquired and liabilities assumed on a provisional basis as we are awaiting information to finalise these amounts. The goodwill is attributable to accumulated brand and reputation and is allocated entirely to the services segment. None of the customer relationships intangible asset or goodwill is expected to be deductible for income tax purposes.

Acquisition-related costs of $105,000 are included in professional fees in profit and loss. Amortisation of acquired intangible assets amounted to $100,000.

Contingent consideration

As part of the agreement with the previous owners of Business Aspect, subject to achievement of earnings before taxes, depreciation and amortisation (EBTDA) hurdles in FY15 of $1.6 million and in FY16 of $1.9 million, Data[#] 3 Limited will issue $2,000,000 in shares at the end of FY16 priced at 82.34 cents per share, being the 7 day volume weighted average price (VWAP) immediately prior to 5 September 2014. Any shortfall in actual results against these EBTDA hurdles will reduce the number of shares to be issued. For performance exceeding these EBTDA hurdles, Data[#] 3 Limited will additionally pay up to a maximum of $3 million in cash (75%) and issue $1 million in shares (25%) at the 7 day VWAP following DTL’s financial results announcement for FY16. We estimated the fair value of the contingent consideration to be $1.8 million as at the acquisition date. The estimate is based on level 3 hierarchy inputs using discounted cash flows, applying a discount rate of 9% and assuming the EBTDA hurdles will be met. Using a higher discount rate would result in a lower fair value, and assuming higher levels of revenue and profit would result in a higher fair value.

Discovery Technology

On 20 August 2014 Data[#] 3 Limited acquired 42.5% of the issued capital of Discovery Technology Pty Ltd (Discovery), a company specialising in Wi-Fi analytics, at a cost of $2.5 million. As part of the transaction, Data[#] 3 Limited has the option to acquire an additional 14.2% on the same terms by 30 June 2015 and a further option to acquire the balance of the shares at market price by 30 June 2017. We have determined we do not have control over Discovery, as Discovery operates autonomously, we have a minority shareholding and we hold only one of four board positions; as a result we have accounted for our investment using the equity method.

DATA[#] 3 LIMITED I INTERIM FINANCIAL REPORT I HALF-YEAR 31 DECEMBER 2014

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DIRECTORS’ DECLARATION

In the opinion of the directors:

• (a) the financial statements and notes set out on pages 6 to 13 are in accordance with the Corporations Act 2001 , including:

• (i) complying with Australian Accounting Standards and the Corporations Regulations 2001 and other mandatory professional reporting requirements, and

• (ii) giving a true and fair view of the group’s financial position as at 31 December 2014 and of its performance for the half-year ended on that date; and

• (b) there are reasonable grounds to believe that Data[#] 3 Limited will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the directors.

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R A Anderson

Director

Brisbane 23 February 2015

DATA[#] 3 LIMITED I INTERIM FINANCIAL REPORT I HALF-YEAR 31 DECEMBER 2014

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INDEPENDENT AUDITOR’S REVIEW REPORT TO THE MEMBERS OF DATA[#] 3 LIMITED

Report on the half-year financial report

We have reviewed the accompanying half-year financial report of Data[#] 3 Limited, which comprises the consolidated balance sheet as at 31 December 2014, the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated cash flow statement for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors' declaration of the consolidated entity comprising the company and the entities it controlled at the period's end or from time to time during the half-year.

Directors' Responsibility for the Half-Year Financial Report

The directors of the company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity’s financial position as at 31 December 2014 and its performance for the half- year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of Data[#] 3 Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

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INDEPENDENT AUDITOR’S REVIEW REPORT (CONTINUED)

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 .

Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Data[#] 3 Limited is not in accordance with the Corporations Act 2001 including:

• (a) giving a true and fair view of the consolidated entity's financial position as at 31 December 2014 and of their performance for the half-year ended on that date; and

• (b) complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations 2001 .

PITCHER PARTNERS

Chartered Accountants

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J J Evans Partner

Brisbane, Queensland 23 February 2015

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