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GENUSPLUS GROUP LTD — Interim / Quarterly Report 2022
Feb 24, 2022
65005_rns_2022-02-24_6e8d7018-5c65-48c0-aee4-23724f61446d.pdf
Interim / Quarterly Report
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Appendix 4D
Preliminary financial statements for the half-year ended 31 December 2021 as required by ASX listing rule 4.2A
| Results for announcement to the market | Movement | ||
|---|---|---|---|
| (All comparison to half-year ended 31 December 2020) | $ | Up/down | % |
| Total revenue from ordinary activities | 216,590,258 | Up | 56.9% |
| Profit from ordinary activities after tax attributable to members (including | 9,162,022 | Up | 61.4% |
| significant items) | |||
| Profit from ordinary activities after tax attributable to members (excluding | 9,719,728 | Up | 5.4% |
| significant items)1 |
1 – Significant items excluded from the calculation of profit after tax for the half-year and the prior half-year relate to costs associated with:
-
Staff restructure costs $219,345
-
Acquisition costs during the period $281,447
-
Ongoing ECM claims management costs totalling $56,912 (HY21 - $845,340); and
-
mark to market investment revaluation of $ Nil (HY21 - $322,700);
-
Director share issue costs of $ nil (HY21 - $280,000); and
-
the initial public offering (IPO) and ASX listing totalling $2,741,076 occurring in December 2020.
| Amount per | Total | ||
|---|---|---|---|
| Dividend information | share | Franking(1) | amount $ |
| Final dividend paid on 28 October 2021 (prior year)1 | 1.8 cents | 30% | $2,800,619 |
| Interim dividend declared2 | Nil | - | Nil |
-
(1) Dividends were fully franked at 30% tax rate and paid to all holders with a record date of 6 October 2021.
-
(2) The Board has resolved not to pay a dividend in respect of the half-year ended 31 December 2021.
Details of entities over which control has been gained or lost during the period:
Burton Training & Consultancy Pty Ltd – 1 July 2021 (Lost)
Details of dividend reinvestment plan:
Not applicable.
Details of associates and joint venture entities:
GenusPlus Group holds a 39% interest in the operations of Maali Group Pty Ltd. During the reporting period, Maali contributed $254,420 ($Nil) to the net profit after tax of the Group.
Audit:
The independent auditor’s review report is attached to the Financial Report. The independent auditor’s review report does not contain any modified opinion, emphasis of matter or other matter paragraph.
| 31 | Dec | 2021 | 30 | Jun | 2021 | 31 | Dec | 2020 | |
|---|---|---|---|---|---|---|---|---|---|
| $ | $ | $ | |||||||
| Net tangible assets per security | 0.33 | 0.28 | 0.24 |
Additional information supporting the Appendix 4D disclosure requirements can be found in the Directors’ Report and the interim consolidated financial statements for the half-year ended 31 December 2021.
This report is based on the interim consolidated financial statements for the half-year ended 31 December 2021 which have been reviewed by Grant Thornton.
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Interim Financial Report
GenusPlus Group Ltd and controlled entities For the half-year ended 31 December 2021
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GenusPlus Group Ltd and controlled entities Interim Financial Report For the half-year ended 31 December 2021
Contents
| Section | Page |
|---|---|
| Directors’ Report | 4 |
| Auditor’s Independence Declaration | 6 |
| Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | 7 |
| Condensed Consolidated Statement of Financial Position | 8 |
| Condensed Consolidated Statement of Changes in Equity | 9 |
| Condensed Consolidated Statement of Cash Flows | 10 |
| Notes to the Condensed Consolidated Financial Statements | 11 |
| Directors’ Declaration | 28 |
| Independent Auditor’s Report | 29 |
iii
GenusPlus Group Ltd and controlled entities Interim Financial Report For the half-year ended 31 December 2021
Directors’ Report
The Directors of GenusPlus Group Ltd present their report together with the financial statements of the Consolidated Entity, being GenusPlus Group Ltd and its controlled entities (the Group) for the half-year ended 31 December 2021.
Directors details
The names and details of the Company’s directors in office during the financial half-year and until the date of this report are set out below. Directors of GenusPlus Group Ltd were in office for the entire period unless otherwise stated.
Non-executive Directors
Mr Paul Gavazzi Mr Simon High Mr José Martins Executive Directors Mr David Riches
Principal activities
The principal activities of the Group during the financial half-year were the installation, construction and maintenance of power and communication systems.
There have been no significant changes in the nature of these activities during the half-year.
Review of operations and financial results
Operating results for the period
A review of the operations of the Group during the financial half-year and the results of those operations saw an increase in contract revenue to $216,590,258 (HY21: $138,076,917). The profit of the Group for the financial half-year after providing for income tax amounted to $9,162,022 (HY21: $5,675,057).
The results reflect improved performance of the Group with an improved capability to deliver to meet customer requirements on larger scale projects across the nation. The 61.4% increase in profit after tax was delivered compared to a previous half-year which was characterised by costs associated with the company’s listing on the Australian Securities Exchange (ASX) of $2,741,076, ongoing recovery claims relating to the pre-acquisition debtors of ECM of $1,207,629 (included in general and administrative expenses) (after tax $845,340), Director share issue costs of ($400,000 after tax ($280,000), and mark to market revaluation increase of investments of $461,000 (after tax $322,700).
The Group reported an increase in normalised EBITDA to $19,275,091 (HY21: $16,907,856) of 14%. Normalisations for HY22 are Acquisition costs of $402,068 (after tax $281,447) , Restructuring costs $313,350 (after tax $219,345) and ECM Claim costs of $81,304 (after tax $56,912).
During the period the Group acquired selected key contracts, intellectual property, IT systems, plant & equipment and employee contracts of Tandem Corp Pty Ltd (In Liquidation) to expand the capability of the Group’s communications division and the relationship with Telstra which provides a national presence in the communications sector. This acquisition incurred a loss of $1.7 million EBITDA from acquisition date (6 August 2021) as a 140 staff were retained from the business as new works were pursued. Recent contract wins (see ASX announcements 13 January 2022 and 17 January 2022) in relation to our communications division, provides confidence in improved performance across future reporting periods.
We have experienced some project delays due to Covid-19 on the east coast during H1 FY2022.
The Group derives a significant amount of its revenue from Western Australia so the impact from Covid-19 related matters has not been material to date. However, we expect some impact in H2 FY2022.
The Group’s net assets increased by 11% compared to the previous year ended 30 June 2021, which is due predominantly to the increase in retained earnings.
4
GenusPlus Group Ltd and controlled entities Interim Financial Report For the half-year ended 31 December 2021
Shareholder returns
The Group paid a final dividend in relation to the year ended 30 June 2021 of 1.8c per share in October 2021. This was the first dividend paid by the Group since its listing on the ASX in December 2020.
No dividend has been declared for the half year period to 31 December 2021.
Investments for future performance
The Group invested $11.2 million in capital expenditure during the half-year compared to $6.7 million for the previous comparable period. Of the capital expenditure $9.2 million (HY21: $4.97 million) was acquired under finance contract agreements and is considered Right-of-Use assets.
The capital expenditure in the half year includes approximately $6m of equipment purchased for the FMG Stage 3 Pilbara Transmission Project contract awarded to Genus as announced on 17 December 2021.
The capital expenditure ensures that aging equipment is replaced on a timely basis to meet the ongoing needs of our customers.
During the period the Group acquired selected key contracts, intellectual property, IT systems, plant and equipment and employee contracts of Tandem Corp Pty Ltd (Administrators Appointed) for cash consideration of $3.5 million to increase the size of the Underground Power and Telecommunications service offering. The purchase which occurred during the year are in line with the Group’s strategy to increase its geographical position and consolidate its Communications offerings to take advantage of significant infrastructure investment in new markets. Refer to Note 19.
On 17 February 2022, GenusPlus Group Ltd announced a binding business purchase agreement to acquire 100% of Pole Foundations Australia (PFA). The purchase will be funded jointly through a $16.5M cash payment and $5.5M issue of new shares in GenusPlus Group Ltd. The acquisition is subject to a number of conditions precedent being satisfied including the completion of a capital raising by Genus to raise a minimum of $20 million. For further details, refer to the ASX announcement.
The Group is focused on replicating its Western Australian business model into the larger east coast market which is dependent on the Group’s ability to continue to grow the new operations and execute its recent bolt-on acquisitions.
Significant changes in the state of affairs
During the half-year, the following changes occurred within the Group:
-
Consolidation of branding across the organisation to present a consistent brand image to customers in different operating segments.
-
Acquisition of selected key contracts, intellectual property, IT systems, plant and equipment and employee contracts of Tandem Corp Pty Ltd (Administrators Appointed) to strengthen the Group’s communications market portfolio and ability to deliver to customers’ needs.
Dividends
On 28 October 2021, the dividend in respect of the year ended 30 June 2021 of 1.8 cents per share fully franked for a total of $2,800,619 was paid to all shareholders at the record date of 6 October 2021.
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 6 and forms part of this Directors’ Report.
Signed in accordance with a resolution of the Board of Directors.
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David Riches - Director
24 February 2022
5
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Central Park, Level 43 152-158 St Georges Terrace Perth WA 6000
Correspondence to: PO Box 7757 Cloisters Square Perth WA 6850
T +61 8 9480 2000 F +61 8 9480 2050 E [email protected] W www.grantthornton.com.au
Auditor’s Independence Declaration
To the Directors of GenusPlus Group Ltd
In accordance with the requirements of section 307C of the Corporations Act 2001 , as lead auditor for the review of GenusPlus Group Ltd for the half-year ended 31 December 2021, I declare that, to the best of my knowledge and belief, there have been:
-
a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and
-
b no contraventions of any applicable code of professional conduct in relation to the review.
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GRANT THORNTON AUDIT PTY LTD
Chartered Accountants
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L A Stella Partner – Audit & Assurance
Perth, 24 February 2022
Grant Thornton Audit Pty Ltd ACN 130 913 594
www.grantthornton.com.au
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
- ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation.
6
GenusPlus Group Ltd and controlled entities Interim Financial Report For the half-year ended 31 December 2021
Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the half-year ended 31 December 2021
| Revenue from continuing operations Other income Expenses Employee benefits expense Raw materials and consumables used Contractors and labour hire expenses Motor vehicle expenses Depreciation and amortisation expense Other expenses Initial Public Offering costs Operating profit Share of profits of associates accounted for using the equity method Finance income Finance costs Profit before income tax expense from continuing operations Income tax expense Profit after income tax for the half-year Other comprehensive income for the half-year, net of income tax Exchange differences on monetary items denominated in foreign currency (net of tax) Total comprehensive income for the half-year Attributable to Owners of the company Earnings per share - Basic earnings per share (cents) - Diluted earnings per share (cents) |
Notes | 6 months to 31 Dec 2021 $ |
6 months to 31 Dec 2020 $ |
|---|---|---|---|
| 5 6 7 7 |
216,590,258 919,406 (66,443,952) (59,419,511) (60,220,334) (7,146,165) (5,572,795) (6,055,751) - |
138,076,917 2,711,407 (37,854,204) (39,724,883) (38,610,770) (4,657,693) (3,438,879) (4,179,548) (2,741,076) |
|
| 12,651,156 254,420 2,046 (494,638) |
9,581,272 - 1,598 (343,756) |
||
| 12,412,984 (3,250,962) |
9,239,114 (3,564,057) |
||
| 9,162,022 | 5,675,057 | ||
| 132,309 | 86,925 | ||
| 9,294,331 | 5,761,982 | ||
| 9,294,331 | 5,761,982 | ||
| 5.89 | 3.68 | ||
| 5.89 | 3.67 |
This statement should be read in conjunction with the notes to the financial statements.
7
GenusPlus Group Ltd and controlled entities Interim Financial Report For the half-year ended 31 December 2021
Condensed Consolidated Statement of Financial Position
As at 31 December 2021
| Current assets Cash and cash equivalents Trade and other receivables Contract assets Inventories Current tax asset Other assets Total current assets Non-current assets Financial assets Property, plant and equipment Right-of-use assets Intangible assets Total non-current assets Total assets Current liabilities Trade and other payables Contract liabilities Financial liabilities Lease liabilities Current tax liabilities Employee benefits Provisions Total current liabilities Non-current liabilities Financial liabilities Lease liabilities Deferred tax liabilities Employee benefits Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained earnings Total equity |
Notes | 31 Dec 2021 $ |
30 Jun 2021 $ |
|---|---|---|---|
| 8 9 11 12 13 14 11 11 15 |
27,101,812 46,897,445 31,254,911 2,203,585 6,868,549 2,965,218 |
34,181,508 57,698,845 20,351,162 2,044,909 1,482,484 3,449,926 |
|
| 117,291,520 | 119,208,834 | ||
| 2,237,469 16,291,282 21,511,923 7,897,027 |
1,483,049 15,767,432 13,550,857 5,545,578 |
||
| 47,937,701 | 36,346,916 | ||
| 165,229,221 | 155,555,750 | ||
| 44,444,625 16,516,173 1,920,000 7,588,700 - 7,410,823 50,000 |
64,012,279 5,225,354 1,920,000 4,285,659 - 6,456,002 50,000 |
||
| 77,930,321 | 81,949,294 | ||
| 3,960,000 13,596,344 4,709,733 895,294 |
4,920,000 8,758,718 1,195,098 1,022,430 |
||
| 23,161,371 | 15,896,246 | ||
| 101,091,692 | 97,845,540 | ||
| 64,137,529 | 57,710,210 | ||
| 28,925,754 (371,250) 35,583,025 |
28,925,754 (503,559) 29,288,015 |
||
| 64,137,529 | 57,710,210 |
This statement should be read in conjunction with the notes to the financial statements.
8
GenusPlus Group Ltd and controlled entities Interim Financial Report For the half-year ended 31 December 2021
Condensed Consolidated Statement of Changes in Equity
For the half-year ended 31 December 2021
| Balance at 1 July 2020 Profit for the year Other comprehensive income Total comprehensive income for the year Transactions with owners in their capacity as owners: • issue of shares to Directors Sub-total Balance at 31 December 2020 Balance at 1 July 2021 Profit for the year Other comprehensive income Total comprehensive income for the year Transactions with owners in their capacity as owners: • dividends paid Changes in ownership interests • disposal of Burton Training & Consultancy Sub-total Balance at 31 December 2021 |
Notes | Share capital Retained earnings Corporate Restructure Reserve $ $ $ |
Foreign currency translation reserve Total $ |
|---|---|---|---|
| 16 | 27,732,909 15,939,246 (511,834) |
- 43,160,321 |
|
| - 5,675,057 - - - - |
- 5,675,057 86,925 86,925 |
||
| - 5,675,057 - 400,000 - - |
86,925 5,761,982 - 400,000 |
||
| 400,000 - - |
- 400,000 |
||
| 400,000 5,675,057 - |
86,925 6,161,982 |
||
| 28,132,909 21,614,303 (511,834) |
86,925 49,322,303 |
||
| 28,925,754 29,288,015 (511,834) - 9,162,022 - - - - |
8,275 57,710,210 - 9,162,022 132,309 132,309 |
||
| - 9,162,022 - - (2,800,619) - |
132,309 9,294,331 - (2,800,619) |
||
| - (2,800,619) - |
- (2,800,619) |
||
| - (66,393) - |
- (66,393) |
||
| - (66,393) - |
- (66,393) |
||
| - 6,295,010 - |
132,309 6,427,319 |
||
| 28,925,754 35,583,025 (511,834) |
140,584 64,137,529 |
This statement should be read in conjunction with the notes to the financial statements.
9
GenusPlus Group Ltd and controlled entities Interim Financial Report For the half-year ended 31 December 2021
Condensed Consolidated Statement of Cash Flows
For the half-year ended 31 December 2021
| Operating activities Receipts from customers Payments to suppliers and employees Government grant income received (JobKeeper) Income tax paid Net cash provided by / (used in) operating activities Investing activities Proceeds from sale of property, plant and equipment Purchase of property, plant, equipment Purchase of plant, equipment and intangibles pursuant to a business combination Loans to associated entities with a non-controlling interest Proceeds from disposal of investments Net cash used in investing activities Financing activities Repayments of borrowings Payment of lease liabilities principal Dividends paid Interest received Finance costs Net cash used in financing activities Net change in cash and cash equivalents held Cash and cash equivalents at beginning of financial year Effect of exchange rate fluctuations on cash held Cash and cash equivalents at end of financial half-year |
Notes | 6 months to 31 Dec 2021 $ |
6 months to 31 Dec 2020 $ |
|---|---|---|---|
| 239,242,882 (228,683,811) - (5,124,446) |
140,845,105 (144,525,244) 2,093,000 (3,457,755) |
||
| 5,434,625 | (5,044,894) | ||
| 423,745 (1,921,802) (3,463,360) (500,000) 170,000 |
663,273 (1,746,813) - (100,000) - |
||
| (5,291,417) | (1,183,540) | ||
| (960,000) (3,102,002) (2,800,619) 2,046 (494,638) |
(710,119) (1,496,656) - 1,598 (343,756) |
||
| (7,355,213) | (2,548,933) | ||
| (7,212,005) 34,181,508 132,309 |
(8,777,367) 39,798,707 86,925 |
||
| 27,101,812 | 31,108,265 |
This statement should be read in conjunction with the notes to the financial statements.
10
GenusPlus Group Ltd and controlled entities Interim Financial Report For the half-year ended 31 December 2021
Notes to the Condensed Consolidated Financial Statements
1 Nature of operations
GenusPlus Group Ltd and its subsidiaries’ (the Group) principal activities include the construction and maintenance of transmission and distribution power lines and substations servicing the Western Australian, Queensland and New South Wales power networks as well as providing specialist Engineering, testing and commissioning services to the electrical and communications industries across Australia.
2 General information and statement of compliance
These condensed interim general purpose financial statements for the half-year reporting period ended 31 December 2021 have been prepared in accordance with Australian Accounting Standard AASB 134 'Interim Financial Reporting' and the Corporations Act 2001 , as appropriate for for-profit oriented entities. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 'Interim Financial Reporting'.
These general purpose financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the annual report for the year ended 30 June 2021 and any public announcements made by the company during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001 .
Certain amounts disclosed in the Consolidated Statement of Cash Flows and Segment Reporting note in the Interim Financial Report for the half-year ended 31 December 2020 have been re-stated for accuracy and to ensure compliance with AASB 101. The re-statement has not had a material impact on the presentation of the financial statements.
The principal accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated.
3 Changes in accounting policies
3.1 New standards adopted by the Group
The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
3.2 New standards not yet adopted by the Group
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
11
GenusPlus Group Ltd and controlled entities Interim Financial Report For the half-year ended 31 December 2021
4 Segment Reporting
Management currently identifies the Group’s four business lines as its operating segments: overhead power infrastructure, underground power and telecommunications, electrical services and mechanical fabrication, and high voltage testing and commissioning. The Group’s Chief Operating Decision Maker (CODM) is its chief executive, and he monitors the performance of these operating segments as well as deciding on the allocation of resources to them. Segment performance is monitored using adjusted segment operating results.
Each of these operating segments is managed separately as each requires different technologies, marketing approaches and other resources. All inter-segment transfers are carried out at arm’s length prices based on prices charged to unrelated customers in stand-alone sales of identical goods and services.
During the half-year to 31 December 2021, there have been no changes from prior periods in the measurement methods used to determine operating segments.
The revenues and profit generated by each of the Group’s operating segments and segment assets and liabilities are summarised as follows:
| Revenues Inter-segment Segment revenues Employment expenses Consumables and materials used Contractors and labour hire expenses Motor vehicle expenses Depreciation and amortisation expenses Other expenses Segment Profit before Income Tax Assets Liabilities |
Half-year to 31 December 2021 Overhead Power Infrastructure Underground Power and Telecommunications Electrical Services and Mechanical Fabrication High Voltage Testing and Commissioning Total Segments Other / Eliminations $ $ $ $ $ $ |
Total $ |
|---|---|---|
| 136,828,527 48,652,484 25,922,598 5,311,471 216,715,080 (124,822) 1,704,924 3,587,657 6,497,722 2,309,931 14,100,234 (14,100,234) |
216,590,258 - |
|
| 138,533,451 52,240,141 32,420,320 7,621,402 230,815,314 (14,225,056) (27,647,199) (16,075,474) (15,746,046) (3,096,138) (62,564,857) - (37,311,497) (12,680,259) (10,245,014) (1,535,022) (61,771,792) - (45,159,451) (20,749,776) (6,936,190) (1,450,348) (74,295,765) 14,100,234 (3,473,504) (1,485,901) (245,889) (72,296) (5,277,590) - (2,667,597) (1,391,526) (353,274) (98,351) (4,510,748) - (5,306,178) (2,967,394) (1,099,587) (233,820) (9,606,979) - |
216,590,258 (62,564,857) (61,771,792) (60,195,531) (5,277,590) (4,510,748) (9,606,979) |
|
| 16,968,025 (3,110,189) (2,205,680) 1,135,427 12,787,583 (124,822) |
12,662,761 | |
| 91,846,464 37,483,932 33,221,591 5,177,996 167,729,983 (14,189,697) 35,512,754 29,718,346 35,083,409 1,086,667 101,401,176 (5,946,548) |
153,540,286 95,454,628 |
12
GenusPlus Group Ltd and controlled entities Interim Financial Report For the half-year ended 31 December 2021
| Revenues Inter-segment Segment revenues Employment expenses Consumables and materials used Contractors and labour hire expenses Motor vehicle expenses Depreciation and amortisation expenses Other expenses Segment Profit before Income Tax Assets Liabilities |
Half-Year to 31 December 2020 Overhead Power Infrastructure Underground Power and Telecommunications Electrical Services and Mechanical Fabrication High Voltage Testing and Commissioning Total Segments Other / Eliminations $ $ $ $ $ $ |
Total $ |
|---|---|---|
| 114,064,239 11,484,521 9,942,870 2,473,725 137,965,355 111,562 - 2,576,326 924,584 799,318 4,300,228 (4,300,228) |
138,076,917 - |
|
| 114,064,239 14,060,847 10,867,454 3,273,043 142,265,583 (4,188,666) (20,672,314) (5,572,767) (5,633,917) (1,591,465) (33,470,463) - (34,415,424) (2,626,668) (3,813,117) (599,367) (41,454,576) - (37,786,722) (3,839,421) (535,081) (670,900) (42,832,124) 4,300,228 (2,719,433) (738,830) (174,620) (66,497) (3,699,380) - (1,830,219) (541,206) (325,622) (73,388) (2,770,435) - (5,071,099) (903,150) (1,263,868) (93,608) (7,331,725) - |
138,076,917 (33,470,463) (41,454,576) (38,531,896) (3,699,380) (2,770,435) (7,331,725) |
|
| 11,569,028 (161,195) (878,771) 177,818 10,706,880 111,562 |
10,818,442 | |
| 94,710,812 13,528,806 11,164,884 2,950,316 122,354,818 (10,621,798) 51,791,815 4,972,552 10,963,331 483,135 68,210,833 (2,378,649) |
111,733,020 65,832,184 |
13
GenusPlus Group Ltd and controlled entities Interim Financial Report For the half-year ended 31 December 2021
4 Segment reporting (continued)
The totals presented for the Group’s operating segments reconcile to the key financial figures as presented in its consolidated financial statements as follows:
| Revenues Total reportable segment revenues Other segment revenues Elimination of intersegment revenues Group Revenues Profit or loss Total reportable segment operating profit Other segment profit Employment expenses Consumables and materials used Contractors and labour hire expenses Motor vehicle expenses Depreciation and amortisation expenses Other expenses Elimination of intersegment profits Group operating profit Share of profits of associates Finance costs Finance income Group profit before tax Assets Total reportable segment assets Other segment assets Group assets Liabilities Total reportable segment liabilities Other segment liabilities Group liabilities |
Note | 31 Dec 2021 $ |
31 Dec 2020 $ |
|---|---|---|---|
| 216,590,258 8,029,188 (7,109,782) |
138,076,917 8,587,275 (5,875,868) |
||
| 217,509,664 12,662,761 (3,879,095) (228,041) (24,803) (1,868,575) (1,062,047) (3,606,772) 10,657,728 |
140,788,324 10,818,442 (4,383,741) (2,741,684) (78,874) (958,313) (668,444) (2,639,593) 10,233,479 |
||
| 12,651,156 | 9,581,272 | ||
| 254,420 (494,638) 2,046 |
- (343,756) 1,598 |
||
| 12,412,984 | 9,239,114 | ||
| 153,540,286 11,688,935 |
111,733,020 8,104,409 |
||
| 165,229,221 | 119,837,429 | ||
| 95,454,628 5,637,064 |
65,832,184 4,682,942 |
||
| 101,091,692 | 70,515,126 |
14
GenusPlus Group Ltd and controlled entities Interim Financial Report For the half-year ended 31 December 2021
5 Revenue
The Group’s revenue disaggregated by type is as follows:
| Construction Services he Group’s revenue disaggregated by pattern Products and services transferred over time Products and services transferred at a point in time Contract balances Trade receivables Contract assets |
of revenue Note |
Note 31 Dec 2021 $ 165,215,444 51,374,814 216,590,258 recognition is as follows: Construction 31 Dec 2021 31 Dec 2020 31 Dec 2021 $ $ $ |
Note | 31 Dec 2021 $ |
31 Dec 2020 $ |
|---|---|---|---|---|---|
| 165,215,444 51,374,814 |
115,384,172 22,692,745 |
||||
| 216,590,258 | 138,076,917 | ||||
| Services 31 Dec 2020 $ 22,692,745 - 22,692,745 30 Jun 2021 $ |
|||||
| 165,215,444 - |
115,384,172 32,476,530 - 18,898,284 |
||||
| 165,215,444 | 115,384,172 51,374,814 |
||||
| Note | 31 Dec 2021 $ |
||||
| 9 | 46,097,755 31,254,911 |
57,678,803 20,351,162 |
|||
| 77,352,666 | 78,029,965 |
The Group’s revenue disaggregated by pattern of revenue recognition is as follows:
Trade receivables are non-interest bearing and are generally on 30 to 90 day terms. At 31 December 2021 $147,530 (30 June 2021: $147,530) was recognised as provision for expected credit losses on trade receivables.
6 Other income
| Net gain on disposal of property, plant and equipment Insurance claims and recoveries Government grant income Fx gains recognised during the period Change in fair value of equity accounted investments Other income |
Note | 31 Dec 2021 $ |
31 Dec 2020 $ |
|---|---|---|---|
| (A) | 108,189 42,794 3,000 11,115 - 754,308 |
59,903 59,250 2,093,000 - 461,000 38,254 |
|
| 919,406 | 2,711,407 |
(A) As part of economic stimulus measures introduced by the Australian Government related to the COVID19 pandemic, during 2021 Group companies received or were eligible to receive $2,093,000 in ‘JobKeeper’ wage subsidies. No similar benefit was received during the interim reporting period ended 31 December 2021.
15
GenusPlus Group Ltd and controlled entities Interim Financial Report For the half-year ended 31 December 2021
7 Earnings per share
Both the basic and diluted earnings per share have been calculated using the profit attributable to shareholders of the parent company (GenusPlus Group Ltd) as the numerator, i.e. no adjustments to profits were necessary during the halfyear ended 31 December 2021 and 31 December 2020.
| Profit for the period | Note 31 Dec 2021 $ |
31 Dec 2020 $ |
|---|---|---|
| 9,162,022 | 5,675,057 |
The weighted average number of shares for the purpose of calculation of diluted earnings per share can be reconciled to the weighted average number of ordinary shares used in the calculation of basic earnings per share as follows:
| Weighted average number of shares used in basic earnings per share Shares deemed to be issued for no consideration Weighted average number of shares used in diluted earnings per share Earnings per share (basic) Earnings per share (diluted) |
Note | 31 Dec 2021 No. |
31 Dec 2020 No. |
|---|---|---|---|
| 155,589,964 - |
154,350,877 400,000 |
||
| 155,589,964 | 154,505,225 | ||
| 5.89 5.89 |
3.68 3.67 |
8 Trade and other receivables
| Current Trade receivables, gross Allowance for expected credit losses Trade receivables Other receivables Total trade and other receivables |
Note | 31 Dec 2021 $ |
30 Jun 2021 $ |
|---|---|---|---|
| 46,245,285 (147,530) |
57,826,333 (147,530) |
||
| 46,097,755 | 57,678,803 | ||
| 799,690 | 20,042 | ||
| 46,897,445 | 57,698,845 |
Trade receivables are non-interest bearing and are generally on 30-to-90-day terms. Due to their short-term nature, the net carrying value of trade receivables is considered a reasonable approximation of fair value.
The movement in the allowance for expected credit losses in respect of Trade receivables during the year was as follows:
| Movement in provision for expected credit losses Balance at start of year Impairment losses recognised Amounts recognised in acquisition of Connect Engineering Pty Ltd Balance at reporting date |
Note | 31 Dec 2021 $ |
30 Jun 2021 $ |
|---|---|---|---|
| (147,530) - - |
(77,449) (20,927) (49,154) |
||
| (147,530) | (147,530) |
16
GenusPlus Group Ltd and controlled entities Interim Financial Report For the half-year ended 31 December 2021
9 Contract assets
| Current Contract assets Total contract assets |
Note | 31 Dec 2021 $ |
30 Jun 2021 $ |
|---|---|---|---|
| 31,254,911 | 20,351,162 | ||
| 31,254,911 | 20,351,162 |
Contract assets represents the unbilled amounts expected to be collected from customers for contract work performed to date. The contract assets are transferred to trade receivables when the rights have become unconditional. This usually occurs when the Group issues an invoice in accordance with contractual terms to the customer.
10 Financial assets and liabilities
Categories of financial assets and liabilities
The carrying amounts of financial assets and financial liabilities in each category are as follows:
| Financial assets Cash and cash equivalents Trade and other receivables Other financial assets Listed equity securities Total financial assets |
Note | 31 December 2021 Amortised cost FVTPL Total $ $ $ 27,101,812 - 27,101,812 46,897,445 - 46,897,445 854,469 - 854,469 - 1,383,000 1,383,000 74,853,726 1,383,000 76,236,726 |
30 June 2021 Amortised cost FVTPL $ $ |
Total $ |
|---|---|---|---|---|
| 8 | 34,181,508 - 57,698,845 - 100,049 - - 1,383,000 |
34,181,508 57,698,845 100,049 1,383,000 |
||
91,980,402 1,383,000 |
93,363,402 |
(a) The total value of other financial assets and listed equity securities is $2,237,469 (FY21 - $1,483,049).
| Financial liabilities Bank borrowings Leases Trade and other payables Non-current - bank borrowings Non-current - leases Total financial liabilities |
Note | 31 December 2021 30 June 2021 Other liabilities Other liabilities Amortised cost FVTPL Total Amortised cost FVTPL Total $ $ $ $ $ $ |
31 December 2021 30 June 2021 Other liabilities Other liabilities Amortised cost FVTPL Total Amortised cost FVTPL Total $ $ $ $ $ $ |
|---|---|---|---|
| 11 13 13 |
1,920,000 - 1,920,000 1,920,000 - 7,588,700 - 7,588,700 4,285,659 - 44,444,625 - 44,444,625 64,012,279 - 3,960,000 - 3,960,000 4,920,000 - 13,596,344 - 13,596,344 8,758,718 - |
1,920,000 4,285,659 64,012,279 4,920,000 8,758,718 |
|
| 71,509,670 - 71,509,670 83,896,656 - |
83,896,656 |
The methods used to measure financial assets and liabilities reported at fair value are described in Note 20.
17
GenusPlus Group Ltd and controlled entities Interim Financial Report For the half-year ended 31 December 2021
10 Financial assets and liabilities (continued)
Financial assets at fair value through profit or loss (FVTPL)
Financial assets at FVTPL include the equity investment in Volt Power Ltd (VPR). The Group accounts for the investment at FVTPL and did not make the irrevocable election to account for it at FVOCI.
| Listed investment in Volt Power Ltd (VPR) Borrowings |
Note | 31 Dec 2021 $ |
30 Jun 2021 $ |
|---|---|---|---|
| 1,383,000 | 1,383,000 | ||
| 1,383,000 | 1,383,000 | ||
Borrowings include the following financial liabilities:
| At amortised cost Bank borrowings Total borrowings |
Current 31 Dec 2021 30 Jun 2021 31 Dec 2021 $ $ $ |
Non-current 30 Jun 2021 $ |
|---|---|---|
| 1,920,000 1,920,000 3,960,000 |
4,920,000 | |
| 1,920,000 1,920,000 3,960,000 |
4,920,000 |
Bank borrowings are secured by a floating charge over the assets of the Group (see Note 18). Current interest rates are variable and average 0.11% (30 June 2021: 0.07%). The carrying amount of the other bank borrowings is considered to be a reasonable approximation of the fair value.
Other financial instruments
The carrying amount of the following financial assets and liabilities is considered a reasonable approximation of fair value:
-
trade and other receivables
-
cash and cash equivalents
-
trade and other payables.
11 Lease liabilities
Lease liabilities are presented in the statement of financial position as follows:
| Current Non-current Total leases |
Note | 31 Dec 2021 $ |
30 Jun 2021 $ |
|---|---|---|---|
| 7,588,700 13,596,344 |
4,285,659 8,758,718 |
||
| 21,185,044 | 13,044,377 |
Group as a lessee
The Group has lease contracts for land and buildings and for various items of plant and equipment and motor vehicles used in its operations. Leases of plant and equipment and motor vehicles generally have lease terms between 3 and 5 years after which ownership of the underlying asset passes to the Group. Leases over land and buildings have lease terms of between 1 and 10 years. The Groups obligations under its leases are secured by the lessor title to the leased assets. Generally, the Group is restricted from assigning and subleasing the leased assets.
18
GenusPlus Group Ltd and controlled entities Interim Financial Report For the half-year ended 31 December 2021
11 Lease liabilities (continued)
The Group also has certain leases of office equipment with low value. The Group applies the ‘short-term lease’ and ‘lease of low-value assets’ recognition exemptions for these leases.
Set out below are the carrying amounts of right-of-use assets and the movement during the period:
| Right-of-use assets – Land and Buildings As at 1 July Additions Adjustments related to changes in lease conditions1 Acquired under a business combination2 Depreciation expense De-recognised during the period3 As at 31 December 21 (30 June 21) Right-of-use assets – Plant and Equipment As at 1 July Additions Acquired under a business combination2 Disposals Re-classification from property, plant & equipment5 Depreciation expense As at 31 December 21 (30 June 21) Right-of-use asset – Motor Vehicles As at 1 July Additions Acquired under a business combination4 Disposals Re-classification from property, plant & equipment5 Depreciation expense As at 31 December 21 (30 June 21) Total Right-Of-Use Assets |
Note | 31 Dec 2021 $ |
30 Jun 2021 $ |
|---|---|---|---|
| 4,666,285 1,906,487 91,773 - (1,044,170) - |
4,457,451 283,954 256,001 969,355 (1,207,731) (92,745) |
||
| 5,620,375 | 4,666,285 | ||
| 4,236,234 4,674,822 - (9,230) - (778,828) |
970,233 3,283,569 170,000 - 648,800 (836,368) |
||
| 8,122,998 | 4,236,234 | ||
| 4,648,338 3,701,176 - (4,568) - (576,396) |
1,480,367 2,571,740 734,000 - 351,750 (489,519) |
||
| 7,768,550 | 4,648,338 | ||
| 21,511,923 | 13,550,857 |
1 Increase resulting from a change in the monthly lease payable to the owner
2 Acquired as part of the acquisition of Connect Engineering Pty Ltd
3 Leases surrendered during the period.
4 Includes motor vehicles acquired as part of the acquisition of Connect Engineering Pty Ltd.
5 Includes plant and equipment and motor vehicles purchased from Great Southern Electrical Pty Ltd that were financed via a lease arrangement after transfer to the Group.
The following are the amounts recognised in profit or loss:
| Depreciation of right-of-use assets Interest expense on right-of-use asset lease liabilities Expense relating to short-term leases |
Note | 31 Dec 2021 $ |
31 Dec 2020 $ |
|---|---|---|---|
| 2,399,393 293,016 6,337,050 |
1,943,156 200,827 1,694,541 |
||
| 9,029,459 | 3,838,524 |
19
GenusPlus Group Ltd and controlled entities Interim Financial Report For the half-year ended 31 December 2021
11 Lease liabilities (continued)
The group had total cash outflows for leases of $3,102,002 for the half-year to 31 December 2021 (2021 - HY: $1,496,656). The Group also had non-cash additions to right-of-use assets and lease liabilities of $11,242,670 for the half-year to 31 December 2021 (2021 - HY: $5,041,066).
12 Intangible assets
The movements in the net carrying amount of intangible assets is as follows:
| Goodwill Balance 1 July Acquired through business combination Increase resulting from change in business valuation Disposal Balance at end of reporting period Accumulated impairment losses Accumulated amortisation Carrying amount at end of reporting period Intellectual Property Balance 1 July Acquired as part of business purchase Balance at end of reporting period Accumulated amortisation Carrying amount at end of reporting period Customer contracts Balance 1 July Acquired as part of asset acquisition Balance at end of reporting period Accumulated amortisation Carrying amount at end of reporting period Total intangible assets No adjustments to Goodwill were recognised during the reporting period. 13 Trade and other payables Unsecured liabilities: Trade payables Goods and services tax payable Unpaid wages Sundry payables and accrued expenses Total trade and other payables |
Note | 31 Dec 2021 $ |
30 Jun 2021 $ |
|---|---|---|---|
| Note | 5,505,688 | 1,613,914 | |
| - - - |
3,891,774 - - |
||
| 5,505,688 | 5,505,688 | ||
| - - |
- - |
||
| 5,505,688 | 5,505,688 | ||
| - | - | ||
| 2,734,870 | - | ||
| 2,734,870 | - | ||
| (363,475) | - | ||
| 2,371,395 | - | ||
| 39,890 | - | ||
| - | 39,890 | ||
| 39,890 | 39,890 | ||
| (19,946) | - | ||
| 19,944 | 39,890 | ||
| 7,897,027 | 5,545,578 | ||
| 31 Dec 2021 $ |
30 Jun 2021 $ |
||
| 19,376,603 1,784,898 2,096,801 21,186,323 |
37,462,511 1,545,427 3,041,992 21,962,349 |
||
| 44,444,625 | 64,012,279 |
No adjustments to Goodwill were recognised during the reporting period.
13 Trade and other payables
All amounts are short-term. The carrying values of trade payables and other payables are considered to be a reasonable approximation of fair value.
20
GenusPlus Group Ltd and controlled entities Interim Financial Report For the half-year ended 31 December 2021
14 Contract liabilities
| 14 Contract liabilities | |||
|---|---|---|---|
| Short-term advances for materials Short-term advances for construction services |
Note | 31 Dec 2021 $ |
30 Jun 2021 $ |
| 10,074,440 6,441,733 |
4,357,461 867,893 |
||
| 16,516,173 | 5,225,354 |
Advances received for construction contract work represent customer payments received in advance of performance (contract liabilities) that are expected to be recognised as revenue in the next financial year. The amounts recognised in respect of construction contracts will generally be utilised within the next reporting period.
15 Share capital
The share capital of the Group consists only of fully paid ordinary shares; the shares do not have a par value. Ordinary shares participate in dividends and the proceeds on winding up of the Group in proportion to the number of shares held.
Fully paid ordinary shares
| Beginning of the year Shares issued to Directors1 Shares issued as part of a business combination2 Shares issued as employee benefits3 Share issue costs Total contributed equity at 30 June |
31 Dec 2021 30 Jun 2021 31 Dec 2021 Shares Shares $ |
30 Jun 2021 $ |
|---|---|---|
| 155,589,964 154,350,877 28,925,754 - 400,000 - - 529,010 - - 310,077 - - - - |
27,732,909 400,000 500,000 300,000 (7,155) |
|
| 155,589,964 155,589,964 28,925,754 |
28,925,754 |
-
400,000 shares were issued to Directors in accordance with their contracts upon the successful listing of GenusPlus Group Ltd on the ASX. GenusPlus Group Ltd (ASX: GNP) officially listed on the ASX on 14 December 2020.
-
529,010 shares were issued as consideration for the acquisition of Connect Engineering Pty Ltd on 4 June 2021
-
310,077 shares were issued as consideration for certain employees entering new employment contracts on 31 March 2021 upon the commencement of Genus Renewables Pty Ltd.
Each share has the same right to receive dividend and the repayment of capital and represents one vote at the Shareholders’ Meeting of GenusPlus Group Ltd.
16 Dividends on equity instruments
| Recognised amounts Fully paid ordinary shares Final dividend |
Half-year ended 31 December 2021 Half-year ended Cent per share Total $ Cents per share |
31 December 2020 Total $ |
|---|---|---|
| 1.8 2,800,619 - |
- |
On 20 August 2021, the directors declared a fully franked d ividend of 1.8c per share to the holders of fully paid ordinary shares in respect of the financial year ended 30 June 2021. The dividend was paid on 6 October 2021.
21
GenusPlus Group Ltd and controlled entities Interim Financial Report For the half-year ended 31 December 2021
17 Related party transactions
The Group’s related parties include its key management personnel, related parties of its key management personnel, and others as described below.
Unless otherwise stated, none of the transactions incorporate special terms and conditions and no guarantees were given or received. Outstanding balances are usually settled in cash.
Transactions with related parties
As part of normal business operations, the Group undertakes construction work through associated entities, as well as leasing rental properties and equipment. A summary of these transactions is included below.
| Services provided by related parties Partum Engineering (Director D Riches) Sparke Helmore Lawyers (Director P. Gavazzi) Matt Riches and Dave Riches (Director D Riches) Dave Riches (Director D Riches) Edge People Management (Director D Riches) Pastoral Plus (Director D Riches) Testing Plus WA Pty Ltd T/A SBS Services (Director D Riches) Maali Group – JV Partner Services provided to related parties Pastoral Plus (Director D Riches) Partum Engineering Pty Ltd Maali Group - JV Partner SBS Services All services were contracted at arms’ length basis. Amounts due to related parties at reporting date Partum Engineering (Director D Riches) Sparke Helmore Lawyers (Director P. Gavazzi) Edge People Management (Director D Riches) Pastoral Plus (Director D Riches) Testing Plus WA Pty Ltd T/A SBS Services (Director D Riches) Maali Group – JV Partner |
31 Dec 2021 31 Dec 2020 $ $ |
|---|---|
| 3,491,825 3,511,796 9,339 568,904 256,021 291,103 246,821 248,555 16,910 7,171 340,616 403,275 1,229 79,137 1,766,685 314,161 31 Dec 2021 31 Dec 2020 $ $ |
|
| 4,312 24,545 - 88,189 904,320 101,646 - 1,980 31 Dec 2021 30 Jun 2021 $ $ |
|
| 642,321 561,880 96,811 87,472 1,713 - 15,290 52,345 - (1,019) 10,560 357,878 |
22
GenusPlus Group Ltd and controlled entities Interim Financial Report For the half-year ended 31 December 2021
17 Related party transactions (continued)
| Amounts due from related parties at reporting date Gascoyne Mining Pty Ltd (Director D Riches) Maali Group – JV Partner |
31 Dec 2021 30 Jun 2021 $ $ |
|---|---|
| 14,042 14,042 373,839 235,236 |
All amounts outstanding at reporting date were included in accounts payable or accounts receivable, and settled in accordance with commercial terms.
During the half-year ended 31 December 2021, the Group used the legal services of one Company Director (Mr Paul Gavazzi) a firm over which he exercises significant influence. The amounts billed related to this legal service amounted to $9,339 (31 Dec 2020: $568,904), based on normal market rates.
18 Contingent assets and contingent liabilities
The Group has no contingent assets.
There were no material warranty or legal claims brought against the Group during the year. Unless recognised as a provision, management considers these claims to be unjustified and the probability that they will require settlement at the Group’s expense to be remote.
Further information on these contingencies is omitted so as not to prejudice the Group’s position in the related disputes.
| Estimates of the potential financial effect of contingent liabilities that may become payable: Secured guarantee to company's bankers supported by a floating charge over the Group assets Surety bonds secured by the Group assets |
31 Dec 2021 30 Jun 2021 $ $ |
|---|---|
| 33,307,525 33,129,277 22,508,056 11,372,443 |
|
| 55,815,581 44,501,720 |
The CBA guarantee facility has a limit of $35,000,000 (30 June 2021 - $35,000,000).
The Surety bond facility has a limit of $30,000,000 (30 June 2021 - $20,000,000).
19 Acquisitions and disposals
Businesses acquired
During the half-year ended 31 December 2021, the Group purchased selected key contracts, intellectual property, IT systems, plant and equipment and employee contracts of Tandem Corp Pty Ltd (Administrators appointed).
The acquisition is aligned to the Groups growth strategy to expand its service offerings within the growing Eastern Australian market and to capitalise on planned future infrastructure investment within those markets. Details of the acquisitions are as follows:
23
GenusPlus Group Ltd and controlled entities Interim Financial Report For the half-year ended 31 December 2021
19 Acquisitions and disposals (continued)
Purchase of certain parts and contracts related to Tandem
On 6 August 2021, GenusPlus Group Ltd through its wholly owned subsidiary Genus Services Pty Ltd finalised the purchase of selected key contracts, intellectual property, IT systems, plant and equipment and employee contracts of Tandem Corp Pty Ltd (Administrators Appointed). This acquisition greatly extends the capability of the Group’s communications division, and significantly expands the Group’s ongoing relationship with Telstra.
The net fair value of the assets, contracts and employee entitlements assumed as part of the purchase was independently valued at $728,490.
The contracts purchased contributed revenue of $19,687,000 and net loss after tax of ($1,565,000) to the consolidated group for the period following purchase.
In relation to the purchase of selected key contracts, intellectual property, IT systems, plant and equipment and employee contracts of Tandem Corp Pty Ltd (Administrators Appointed), the Group has performed a provisional assessment of the fair value of the assets and liabilities as at the date of acquisition. For the purposes of the balance sheet, the assets and liabilities have been recorded at their provisional fair values. Under Australian Accounting Standards, the Group has up to 12 months from the date of acquisition to complete its initial acquisition accounting. The Group has already commenced this exercise to consider the fair values of intangible assets acquired. As at the date of this report, this assessment is not complete.
| Consideration transferred Cash Total Assets and liabilities purchased at the date of purchase Property, plant and equipment Deferred tax assets Work in progress Prepayments Intellectual Property Employee entitlements Liabilities to subcontractors mobilisation costs Total Net cash outflow on purchase of businesses Consideration paid in cash Total |
Tandem Asset and Contract Purchase $ |
|---|---|
| 3,463,360 | |
| 3,463,360 | |
| Tandem Asset and Contract Acquisition $ |
|
| 840,000 1,060,952 1,685,758 278,286 2,734,870 (1,583,469) (1,553,037) |
|
| 3,463,360 | |
| Tandem Asset and Contract Acquisition $ |
|
| 3,463,360 | |
| 3,463,360 |
24
GenusPlus Group Ltd and controlled entities Interim Financial Report For the half-year ended 31 December 2021
19 Acquisitions and disposals (continued)
For the purposes of the balance sheet, the assets and liabilities have been recorded at their provisional fair values. Under Australian Accounting Standards, the Group has up to 12 months from the date of acquisition to complete its initial acquisition accounting. The Group has already commenced this exercise to consider the fair values of intangible assets acquired. As at the date of this report, this assessment is not complete.
Businesses disposed
During the half-year the Group disposed of its interest in Burton Training & Consultancy with effect from 1 July 2021 in consideration of $170,000. Burton Training & Consultancy joined the Group on 1 January 2021. There was no contribution to the operating result for the Group in the prior half-year.
20 Fair value measurement
Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into three levels of a fair value hierarchy. The three levels are defined based on the observability of significant inputs to the measurement, as follows:
-
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities
-
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
-
Level 3: Unobservable inputs for the asset or liability
The following table shows the levels within the hierarchy of financial assets and liabilities measured at fair value on a recurring basis at 31 December 2021 and 30 June 2021:
| Level 1 $ |
Level 2 $ |
Level 3 $ |
Total $ |
|
|---|---|---|---|---|
| 31 December 2021 | ||||
| Financial assets | ||||
| Listed securities | 1,383,000 | - | - | 1,383,000 |
| Other financial assets | - | 854,469 | - | 854,469 |
| Total assets | 1,383,000 | 854,469 | - | 2,237,469 |
| Financial liabilities | ||||
| Bank loans | - | (5,880,000) | - | (5,880,000) |
| Other financial liabilities | - | (21,185,044) | - | (21,185,044) |
| Total liabilities | - | (27,065,044) | - | (27,065,044) |
| Net fair value | 1,383,000 | (26,210,575) | - | (24,827,575) |
| Level 1 $ |
Level 2 $ |
Level 3 $ |
Total $ |
|
| 30 June 2021 | ||||
| Financial assets | ||||
| Listed securities | 1,383,000 | - | - | 1,383,000 |
| Other financial assets | - | 100,049 | - | 100,049 |
| Total assets | 1,383,000 | 100,049 | - | 1,483,049 |
| Financial liabilities | ||||
| Bank loans | - | (6,840,000) | - | (6,840,000) |
| Other financial liabilities | - | (13,044,377) | - | (13,044,377) |
| Total liabilities | - | (19,884,377) | - | (19,884,377) |
| Net fair value | 1,383,000 | (19,784,328) | - | (18,401,328) |
25
GenusPlus Group Ltd and controlled entities Interim Financial Report For the half-year ended 31 December 2021
20 Fair value measurement (continued)
There were no transfers between Level 1 and Level 2 in the half-year to 31 December 2021 or financial year ended 30 June 2021.
Measurement of fair value of financial instruments
The Group’s finance team performs valuations of financial items for financial reporting purposes, including Level 3 fair values, in consultation with third party valuation specialists for complex valuations. Valuation techniques are selected based on the characteristics of each instrument, with the overall objective of maximising the use of market-based information. The finance team reports to the Audit Committee. Valuation processes and fair value changes are discussed among the Audit Committee and the valuation team at least every year, in line with the Group’s reporting dates.
The valuation techniques used for instruments categorised in Levels 2 are described below. There were no instruments categorised as Level 3.
Level 2 fair value measurements
The following table provides information about the sensitivity of the fair value measurement to changes in the most significant inputs:
Fair value measurement of non-financial assets
The following table shows the levels within the hierarchy of non-financial assets measured at fair value at 31 December 2021 and 30 June 2021:
| Level 1 $ |
Level 2 $ |
Level 3 $ |
Total $ |
|
|---|---|---|---|---|
| 31 December 2021 | ||||
| Property, plant and equipment: | ||||
| • Industrial land and buildings acquired under business combination |
- | 181,000 | - | 181,000 |
| Level 1 $ |
Level 2 $ |
Level 3 $ |
Total $ |
|
| 30 June 2021 | ||||
| Property, plant and equipment: | ||||
| • Industrial land and buildings acquired under business combination |
- | 181,000 | - | 181,000 |
Fair value of the Group’s land assets acquired under business combination through the purchase of KEC Contracting is estimated based on an evaluation of current market price trends and with regards to the initial valuation of the land at the date of acquisition. The fair value is reviewed by the Board of Directors and Audit Committee at each reporting date.
21 Events after the reporting date
Acquisition of 50% of the share capital of Blue Tongue Energy Pty Ltd (BT Energy)
On 20 December 2021, GenusPlus Group Ltd entered into a binding Share Sale and Purchase Agreement to acquire 50% of the shares in Blue Tongue Energy Pty Ltd (BT Energy). The transaction consideration is $1.0 million upfront payable in cash, with further contingent consideration subject to BT Energy’s FY22 audited EBIT. Genus has the option to acquire the remaining 50% stake of the business in FY25-FY26, with valuation based on BT Energy’s earnings at the time. The completion payment of $1.0M was issued on 2 February 2022. For further details, refer to the ASX announcement.
26
GenusPlus Group Ltd and controlled entities Interim Financial Report For the half-year ended 31 December 2021
21 Events after the reporting date (continued)
Acquisition of Pole Foundations Australia
On 17 February 2022, GenusPlus Group Ltd announced a binding business purchase agreement to acquire 100% of Pole Foundations Australia (PFA). The purchase will be funded jointly through a $16.5M cash payment and $5.5M issue of new shares in GenusPlus Group Ltd. The acquisition is subject to a number of conditions precedent being satisfied including the completion of a capital raising by Genus to raise a minimum of $20 million (below). For further details, refer to the ASX announcement.
Issue of new securities as part of business purchase agreement
On 17 February 2022, GenusPlus Group Ltd proposed to issue a maximum of 4,633,530 new securities to a total value of $5,500,000 ($1.187 per share) as part of a new share issue to the principals of Pole Foundations Australia as part of the purchase agreement. For further details, refer to the ASX announcement.
Capital raising under Genus existing Placement capacity
On 21 February 2022, GenusPlus Group Ltd announced the successful completion of a $20M capital raising by way of a share placement to fund the purchase of Pole Foundations Australia and provide working capital to GenusPlus. Under the share placement, 16,528,926 securities would be issued at an issue price of $1.21 representing a 9.9% discount to Genus’ last trading price of $1.3425 prior to a Trading Halt on 17 February 2022, and 8.0% discount to the 10-trading day VWAP of $1.32. Settlement is anticipated to occur on 25 February 2022. The capital raising is being jointly managed by Bell Potter Securities Limited and Euroz Hartleys. For further information, refer to the ASX announcement.
Other than those mentioned above, no matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.
22 Group details
The registered office and principal place of business of the Group is: GenusPlus Group Ltd Level 1, 63 – 69 Abernethy Road Belmont WA 6104
27
GenusPlus Group Ltd and controlled entities Interim Financial Report For the half-year ended 31 December 2021
Directors’ Declaration
In the directors’ opinion:
-
(a) the attached financial statements and notes comply with the Corporations Act 2001 , Australian Accounting Standard AASB 134 'Interim Financial Reporting' , the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
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(b) the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at 31 December 2021 and of its performance for the financial half-year ended on that date; and
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(c) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.
Signed in accordance with a resolution of the directors made pursuant to s.303(5)(a) of the Corporations Act 2001.
On behalf of the Directors
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David Riches - Director
Dated the 24[th] day of February 2022
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Central Park, Level 43 152-158 St Georges Terrace Perth WA 6000
Correspondence to: PO Box 7757 Cloisters Square Perth WA 6850
T +61 8 9480 2000 F +61 8 9480 2050 E [email protected] W www.grantthornton.com.au
Independent Auditor’s Review Report
To the Members of GenusPlus Group Ltd
Report on the review of the half-year financial report
Conclusion
We have reviewed the accompanying half-year financial report of GenusPlus Group Ltd and its subsidiaries (the Group), which comprises the condensed consolidated statement of financial position as at 31 December 2021, and the condensed consolidated statement of profit or loss and other comprehensive income, condensed consolidated statement of changes in equity and condensed consolidated statement of cash flows for the half year ended on that date, a description of accounting policies, other selected explanatory notes, and the directors’ declaration.
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the accompanying half-year financial report of GenusPlus Group Ltd does not comply with the Corporations Act 2001 including:
- a giving a true and fair view of the GenusPlus Group Ltd’s financial position as at 31 December 2021 and of its performance for the half year ended on that date; and
b complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.
Basis for Conclusion
We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity . Our responsibilities are further described in the Auditor’s Responsibilities for the Review of the Financial Report section of our report. We are independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
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 gives a true and fair view and is free from material misstatement, whether due to fraud or error.
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
www.grantthornton.com.au
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation.
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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 Group’s financial position as at 31 December 2021 and its performance for the halfyear ended on that date, and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .
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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GRANT THORNTON AUDIT PTY LTD Chartered Accountants
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L A Stella Partner – Audit & Assurance
Perth, 24 February 2022
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